S-8 POS

           As filed with the Securities and Exchange Commission on June 30, 2004

                                            Amending Registration Nos. 333-30055
                                                                       333-35352
                                                                       333-88780
                                                                      333-106438
================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                         Post-Effective Amendment No. 1
                                       to
                                    Form S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                     St. Mary Land & Exploration Company
             (Exact name of registrant as specified in its charter)

                Delaware                                         41-0518430
    (State or other jurisdiction of                            (IRS Employer
     incorporation or organization)                         Identification No.)

                         1776 Lincoln Street, Suite 700
                             Denver, Colorado 80203
               (Address of Principal Executive Offices) (Zip Code)

          St. Mary Land & Exploration Company Restricted Stock Plan
            St. Mary Land & Exploration Company Stock Option Plan
       St. Mary Land & Exploration Company Incentive Stock Option Plan
                           (Full titles of the plans)

                               Mark A. Hellerstein
          Chairman of the Board, President and Chief Executive Officer
                     St. Mary Land & Exploration Company
                         1776 Lincoln Street, Suite 700
                             Denver, Colorado 80203
                     (Name and address of agent for service)

                                 (303) 861-8140
          (Telephone number, including area code, of agent for service)




                         CALCULATION OF REGISTRATION FEE

                                                Proposed maximum     Proposed maximum
  Title of securities       Amount to be         offering price     aggregate offering      Amount of
   to be registered          registered             per share              price         registration fee
   ----------------          ----------             ---------              -----         ----------------

Common stock,           5,600,000 shares (2)         --- (3)              --- (3)           --- (3)
$.01 par value (1)
- ---------------

(1)  Includes associated stock purchase rights under the registrant's
     shareholder rights plan adopted on July 15, 1999, as amended, that are
     deemed to be delivered with each share of common stock issued by the
     registrant and currently are not separately transferable apart from the
     common stock.
(2)  As explained in more detail under the "Explanatory Note" below, this total
     of 5,600,000 shares has been previously registered under previously filed
     Registration Statements on Form S-8 (Registration Nos. 333-30055,
     333-35352, 333-88780 and 333-106438) with respect to the registrant's Stock
     Option Plan and Incentive Stock Option Plan.
(3)  As explained in more detail under the "Explanatory Note" below, the total
     of 5,600,000 shares covered by this post-effective amendment to the
     registration statements referred to in footnote 2 above has been previously
     registered (and corresponding registration fees paid) under such
     registration statements, and the registrant is hereby filing this
     post-effective amendment to such registration statements to reflect the
     registrant's newly adopted Restricted Stock Plan as an alternate plan under
     which such previously registered shares may be issued. Accordingly, no
     additional registration fees are required for these shares.

                                EXPLANATORY NOTE

         On June 25, 1997, the registrant filed a Registration Statement on Form
S-8 (Registration No. 333-30055) to register 754,614 shares of common stock,
which included a total of 700,000 shares of common stock issuable under the St.
Mary Land & Exploration Company Stock Option Plan (the "Stock Option Plan")
and the St. Mary Land & Exploration Company Incentive Stock Option Plan (the
"Incentive Stock Option Plan") (with the Stock Option Plan and the Incentive
Stock Option Plan collectively referred to as the "Option Plans"). On April 21,
2000, the registrant filed a Registration Statement on Form S-8 (Registration
No. 333-35352) to register pursuant to General Instruction E of Form S-8 an
additional 950,000 shares of common stock issuable under the Option Plans. Under
Rule 416, those registration statements are deemed to cover an additional
1,650,000 shares of common stock, or a total of 3,300,000 shares of common
stock, as a result of a two shares-for-one share forward stock split effected in
the form of a stock dividend distributed in September 2000. On May 22, 2002, the
registrant filed a Registration Statement on Form S-8 (Registration No.
333-88780) to register pursuant to Instruction E of Form S-8 an additional
1,000,000 shares of common stock issuable under the Option Plans. On June 25,
2003, the registrant filed a Registration Statement on Form S-8 (Registration
No. 333-106438) to register pursuant to Instruction E of Form S-8 an additional
1,300,000 shares of common stock issuable under the Option Plans. Accordingly, a
total of 5,600,000 shares of common stock have been previously registered to
cover the total number of shares available under the Option Plans.

         The Stock Option Plan currently provides that the total number of
shares that may be issued under the Stock Option Plan is 5,600,000, but that to
the extent that shares are issued under the Incentive Stock Option Plan, the




shares that may be issued under the Stock Option Plan are reduced. The Incentive
Stock Option Plan has a corresponding provision that the total number of shares
that may be issued under the Incentive Stock Option Plan is 5,600,000, but that
to the extent that shares are issued under the Stock Option Plan, the shares
that may be issued under the Incentive Stock Option Plan are reduced.

         On April 8, 2004, the registrant adopted the St. Mary Land &
Exploration Company Restricted Stock Plan (the "Restricted Stock Plan"), which
provides that a total of 5,600,000 shares of common stock are available for
issuance under the Restricted Stock Plan, but that to the extent that options
are granted or have been granted under the Option Plans, the shares of common
stock available for issuance under the Restricted Stock Plan are reduced. In
addition, to the extent that shares of common stock are issued under the
Restricted Stock Plan, the shares of common stock that may be issued under the
Option Plans are reduced. Accordingly, the total number of shares of common
stock that may be issued under the Restricted Stock Plan and the Option Plans is
5,600,000, which is the same number of shares previously registered under the
above-referenced registration statements with respect to the Option Plans.
Therefore, the adoption of the Restricted Stock Plan did not result in any
additional issuable shares to be registered, but rather provides for an
alternate form of plan for the issuance of the previously registered 5,600,000
shares.

         The registrant hereby files this post-effective amendment (the
"Amendment") to the above-referenced registration statements to reflect the
Restricted Stock Plan as an alternate plan under which shares of the
registrant's common stock previously registered under such registration
statement may be issued. The contents of the above-referenced registration
statements are incorporated by reference into this Amendment, each to the extent
not modified by this Amendment.




                                     Part I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Documents containing the information specified in Part I of Form S-8
will be sent or given to participants in the Restricted Stock Plan and the
Option Plans of St. Mary Land & Exploration Company as specified by Rule
428(b)(1) under the Securities Act of 1933. Those documents and the documents
incorporated by reference in this registration statement pursuant to Item 3 of
Part II hereof, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by the registrant with the Securities and
Exchange Commission are incorporated by reference in this registration
statement:

                  (1)      The registrant's Annual Report on Form 10-K for the
                           year ended December 31, 2003;

                  (2)      The registrant's Quarterly Report on Form 10-Q for
                           the quarterly period ended March 31, 2004;

                  (3)      The registrant's Current Reports on Form 8-K filed on
                           January 23, 2004, February 10, 2004, February 27,
                           2004, March 15, 2004, April 22, 2004, and April 30,
                           2004 (in each case, except for information furnished
                           pursuant to Item 9 or Item 12 thereof); and

                  (4)      The description of the registrant's common stock, par
                           value $.01, contained in the registrant's
                           Registration Statement on Form 8-A filed on November
                           12, 2002, including any amendment or report filed for
                           the purpose of updating such description.

         All documents filed by the registrant subsequent to the date of this
registration statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment hereto which indicates that all securities offered hereby have been
sold or which deregisters any securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be a part
hereof from the date of filing of such documents.

         Any statement contained herein or in a document incorporated by
reference in this registration statement shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein, or in any other subsequently filed document that
also is or is deemed to be incorporated by reference herein, modifies and
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.

                                       1


Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The registrant is a Delaware corporation. Section 145 of the Delaware
General Corporation Law contains provisions for the indemnification and
insurance of directors, officers employees and agents of a Delaware corporation
against liabilities which they may incur in their capacities as such. Those
provisions have the following general effects:

                  (a) A Delaware corporation may indemnify a person who is or
         was a director, officer, employee or agent of the corporation against
         expenses (including attorneys' fees), judgments, fines and amounts paid
         in settlement actually and reasonably incurred by such person in
         connection with any action, suit or proceeding (other than an action by
         or in the right of the corporation) if the person acted in good faith
         and in a manner such person reasonably believed to be in or not opposed
         to the best interests of the corporation and, with respect to any
         criminal action or proceeding, had no reasonable cause to believe the
         person's conduct was unlawful.

                  (b) A Delaware corporation may indemnify a person who is or
         was a director, officer, employee or agent of the corporation in an
         action or suit by or in the right of the corporation against expenses
         (including attorneys' fees) actually and reasonably incurred by such
         person in connection with the defense or settlement of such action or
         suit if the person acted in good faith and in a manner the person
         reasonably believed to be in or not opposed to the best interests of
         the corporation, except that no indemnification shall be made in
         respect of any claim, issue or matter as to which such person shall
         have been adjudged liable to the corporation (except under certain
         circumstances).

                  (c) A Delaware corporation must indemnify a present or former
         director or officer against expenses (including attorneys' fees)
         actually and reasonably incurred by such person in connection with any
         action, suit or proceeding to the extent that such person has been
         successful on the merits or otherwise in defense of the action, suit or
         proceeding.

                  (d) A Delaware corporation may purchase and maintain insurance
         on behalf of any person who is or was a director, officer, employee or
         agent of the corporation against liability asserted against such person
         and incurred by such person in any such capacity or arising from such
         person's status as such, whether or not the corporation would have the
         power to indemnify such person against such liability under Section 145
         of the Delaware General Corporation Law.

                                       2


         The registrant's certificate of incorporation and by-laws contain
provisions to the general effect that the registrant shall, to the fullest
extent permitted by the Delaware General Corporation Law, indemnify any person
who is or was a director or officer of the registrant against liabilities which
such person may incur in such person's capacities as such. In addition, pursuant
to Section 102(b)(7) of the Delaware General Corporation Law, the registrant's
certificate of incorporation provides that a director of the corporation shall
not be personally liable to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such provision
shall not eliminate or limit the liability of a director:

               (a)    for any breach of the director's duty of loyalty to the
         corporation or its stockholders;

               (b)    for acts or omissions not in good faith or which involve
         intentional misconduct or a knowing violation of law;

               (c)    under Section 174 of the Delaware General Corporation Law
         (relating to unlawful payment of dividends or stock repurchases); or

               (d)    for any transaction from which the director derived an
         improper personal benefit.

         The registrant also maintains directors' and officers' insurance
covering certain liabilities that may be incurred by directors and officers in
the performance of their duties.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The following exhibits are furnished as part of this registration
statement:

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

4.1              St. Mary Land & Exploration Company Shareholder Rights Plan
                 adopted on July 15, 1999 (filed on October 4, 1999 as Exhibit
                 4.1 to the registrant's Quarterly Report on Form 10-Q/A for
                 the quarter ended June 30, 1999 and incorporated herein by
                 reference)
4.2              First Amendment to Shareholder Rights Plan dated March 15, 2002
                 as adopted by the Board of Directors on July 19, 2001 (filed on
                 March 19, 2002 as Exhibit 4.2 to the registrant's Annual Report
                 on Form 10-K for the year ended December 31, 2001 and
                 incorporated herein by reference)
5.1*             Opinion of Ballard Spahr Andrews & Ingersoll, LLP
23.1*            Consent of Deloitte & Touche LLP
23.2*            Information About Lack of Consent of Arthur Andersen LLP
23.3*            Consent of Ballard Spahr Andrews & Ingersoll, LLP (included
                 in Exhibit 5.1)
23.4*            Consent of Ryder Scott Company, L.P.

                                       3


24.1*            Power of Attorney (included in signature page hereof)
99.1*            St. Mary Land & Exploration Company Restricted Stock Plan
99.2             St. Mary Land & Exploration Company Stock Option Plan, as
                 amended on May 22, 2003 (filed on June 25, 2003 as Exhibit 99.1
                 to the registrant's Registration Statement on Form S-8
                 (Registration No.
                 333-106438) and incorporated herein by reference)
99.3             St. Mary Land & Exploration Company Incentive Stock Option
                 Plan, as amended on May 22, 2003 (filed on June 25, 2003 as
                 Exhibit 99.2 to the registrant's Registration Statement on
                 Form S-8 (Registration No. 333-106438) and incorporated herein
                 by reference)
- ----------------------------
* Filed herewith.

Item 9.  Undertakings.

         (a) Rule 415 Offering. The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this registration statement:

                       (i)    To include any prospectus required by Section
                  10(a)(3) of the Securities Act of 1933;

                       (ii)   To reflect in the prospectus any facts or events
                  arising after the effective date of this registration
                  statement (or the most recent post-effective amendment
                  thereto) which, individually or in the aggregate, represent a
                  fundamental change in the information set forth in this
                  registration statement. Notwithstanding the foregoing, any
                  increase or decrease in the volume of securities offered (if
                  the total dollar value of securities offered would not exceed
                  that which was registered) and any deviation from the low or
                  high end of the estimated maximum offering range may be
                  reflected in the form of prospectus filed with the Securities
                  and Exchange Commission pursuant to Rule 424(b) if, in the
                  aggregate, the changes in volume and price represent no more
                  than a 20 percent change in the maximum aggregate offering
                  price set forth in the "Calculation of Registration Fee" table
                  in the effective registration statement;

                       (iii)  To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the registration statement or any material change to such
                  information in the registration statement;

         provided, however, that the undertakings set forth in paragraphs
         (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be
         included in a post-effective amendment by those paragraphs is contained
         in periodic reports filed with or furnished to the Securities and
         Exchange Commission by the registrant pursuant to Section 13 or 15(d)
         of the Securities Exchange Act of 1934 that are incorporated by
         reference in the registration statement.

                                       4


                  (2) That, for the purpose of determining any liability under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof; and

                  (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b) Filings Incorporating Subsequent Exchange Act Documents by
Reference. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

         (c) Filing of Registration Statement on Form S-8. Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the registrant
pursuant to any provision or arrangement whereby the registrant may indemnify a
director, officer or controlling person of the registrant against liabilities
arising under the Securities Act, or otherwise, the registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                       5

                                   SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Denver, State of Colorado, on June 29, 2004.

                                    ST. MARY LAND & EXPLORATION COMPANY

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


                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby authorizes, constitutes and appoints Mark A. Hellerstein
and David W. Honeyfield his or her true and lawful attorney-in-fact and agent
with full power of substitution and resubstitution, and each with full power to
act alone, for the undersigned and in his or her own name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments and other amendments thereto) to this Registration Statement on Form
S-8 and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
each said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing as the undersigned could do in person, hereby
ratifying and confirming all that each said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                             Title                        Date
- ---------------------------   -----------------------------------  -------------


/S/ MARK A. HELLERSTEIN       Chairman of the Board of Directors,  June 29, 2004
- ---------------------------     President and Chief Executive
Mark A. Hellerstein             Officer



/S/ DAVID W. HONEYFIELD       Vice President - Finance, Treasurer  June 29, 2004
- ---------------------------     and Secretary
David W. Honeyfield
                                       6



/S/ GARRY A. WILKENING        Vice President - Administration      June 29, 2004
- ---------------------------     and Controller
Garry A. Wilkening


/S/ BARBARA M. BAUMANN        Director                             June 29, 2004
- ---------------------------
Barbara M. Baumann


/S/ LARRY W. BICKLE           Director                             June 29, 2004
- ---------------------------
Larry W. Bickle


/S/ RONALD D. BOONE           Director                             June 29, 2004
- ---------------------------
Ronald D. Boone


/S/ THOMAS E. CONGDON         Director                             June 29, 2004
- ---------------------------
Thomas E. Congdon


/S/ WILLIAM J. GARDINER       Director                             June 29, 2004
- ---------------------------
William J. Gardiner


/S/ JOHN M. SEIDL             Director                             June 29, 2004
- ---------------------------
John M. Seidl


                              Director                             June 29, 2004
- ---------------------------
William D. Sullivan

                                       7

EX-5

                                                                     EXHIBIT 5.1

               LAW OFFICES
 Ballard Spahr Andrews & Ingersoll, llp             BALTIMORE, MD
      1225 17TH STREET, SUITE 2300                     PHILADELPHIA, PA
       DENVER, COLORADO 80202-5596                    SALT LAKE CITY, UT
              303-292-2400                               VOORHEES, NJ
            FAX: 303-296-3956                           WASHINGTON, DC
        LAWYERS@BALLARDSPAHR.COM                        WILMINGTON, DE

                                               June 28, 2004
St. Mary Land & Exploration Company
1776 Lincoln Street, Suite 700
Denver, Colorado  80203

      Re: Registration Statement on Form S-8 for Shares of Common Stock Issuable
          ----------------------------------------------------------------------
          Under Restricted Stock Plan and Option Plans
          --------------------------------------------

Ladies and Gentlemen:

         We have acted as counsel to St. Mary Land & Exploration Company, a
Delaware corporation ("St. Mary"), in connection with the filing of
Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (amending
Registration Nos. 333-30055, 333-35352, 333-88780 and 333-106438) (the
"Registration Statement") with respect to the registration under the Securities
Act of 1933, as amended, of a total of 5,600,000 shares of St. Mary common
stock, par value $.01 per share (the "Shares"), issuable from time to time
pursuant to awards granted under the St. Mary Land & Exploration Company
Restricted Stock Plan (the "Restricted Stock Plan") and upon the exercise of
options ("Options") granted under the St. Mary Land & Exploration Company
Stock Option Plan, as amended, and the St. Mary Land & Exploration Company
Incentive Stock Option Plan, as amended (collectively, the "Option Plans") (with
the Restricted Stock Plan and the Option Plans collectively referred to as the
"Plans").

         In that connection, we have examined, and relied upon the accuracy of
factual matters contained therein, the Plans and originals and copies, certified
or otherwise identified to our satisfaction, of such other agreements,
documents, corporate records and instruments as we have deemed necessary for the
purposes of the opinion expressed below. In giving this opinion, we are assuming
the authenticity of all instruments presented to us as originals, the conformity
with the originals of all instruments presented to us as copies and the
genuineness of all signatures. We are also assuming that the Shares will
continue to be duly and validly authorized on the dates that the Shares are
issued to participants pursuant to the terms of the Plans, and, upon the
issuance of any of the Shares, the total number of shares of common stock of St.
Mary issued and outstanding, after giving effect to such issuance of such
Shares, will not exceed the total number of shares of common stock that St. Mary
is then authorized to issue under its certificate of incorporation.

         Based upon the foregoing, we are of the opinion that the Shares, when
issued pursuant to awards granted pursuant to the terms of the Restricted Stock
Plan, or upon exercise of Options granted pursuant to the terms of the Option
Plans and upon payment of the option exercise price in accordance with the terms
of the Option Plans, will be legally issued, fully paid and nonassessable.







St. Mary Land & Exploration Company
June 28, 2004
Page 2



         This opinion is limited to the matters expressly stated herein. No
implied opinion may be inferred to extend this opinion beyond the matters
expressly stated herein. We do not undertake to advise you of any changes in the
opinion expressed herein resulting from changes in law, changes in facts or any
other matters that might occur or be brought to our attention after the date
hereof.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

                                  Very truly yours,

                                  /S/ BALLARD SPAHR ANDREWS & INGERSOLL, LLP

EX-23

                                                                    EXHIBIT 23.1




            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 to Registration Statement of St. Mary Land & Exploration Company on
Form S-8 (Amending Registration Statement Nos. 333-30055, 333-35352, 333-88780,
and 333-106438) of our report dated February 26, 2004 (which report expresses
an unqualified opinion and includes an explanatory paragraph for the adoption
of Statement of Financial Accounting Standards No. 143, "Accounting for Asset
Retirement Obligations"), appearing in the Annual Report on Form 10-K of St.
Mary Land & Exploration Company for the year ended December 31, 2003.


/S/ DELOITTE $amp; TOUCHE LLP

Denver, Colorado
June 29, 2004

EX-23

                                                                    EXHIBIT 23.2


            INFORMATION ABOUT LACK OF CONSENT OF ARTHUR ANDERSEN LLP

         The audit report of Arthur Andersen LLP dated February 18, 2002 (the
"Audit Report") with respect to the consolidated financial statements of St.
Mary Land & Exploration Company ("St. Mary") as of December 31, 2001 and
2000 and for each of the three years in the period ended December 31, 2001
included in St. Mary's Annual Report on Form 10-K for the year ended December
31, 2003 filed with the Securities and Exchange Commission ("SEC") on February
27, 2004 (the "2003 Form 10-K") is a copy of the Audit Report previously issued
by Arthur Andersen LLP and included with Arthur Andersen LLP's consent in St.
Mary's Annual Report on Form 10-K for the year ended December 31, 2001 filed
with the SEC on March 19, 2002 and St. Mary's Annual Report on Form 10-K/A for
the year ended December 31, 2001 filed with the SEC on March 25, 2002. The Audit
Report was not reissued by Arthur Andersen LLP for inclusion with the 2003 Form
10-K, but a copy of the Audit Report was included in the 2003 Form 10-K in
reliance on Rule 2-02(e) of Regulation S-X promulgated by the SEC.

         The 2003 Form 10-K is incorporated by reference in this registration
statement. After reasonable efforts St. Mary has not been able to obtain the
consent of Arthur Andersen LLP to the incorporation by reference in this
registration statement of the Audit Report included in the 2003 Form 10-K.
Therefore, in reliance on Rule 437a under the Securities Act of 1933 (the
"Securities Act"), St. Mary has not filed a consent of Arthur Andersen LLP with
this registration statement. As a result, with respect to transactions in St.
Mary securities pursuant to this registration statement, investors will not be
able to recover against Arthur Andersen LLP under Section 11 of the Securities
Act for any untrue statement of a material fact contained in the financial
statements audited by Arthur Andersen LLP as indicated in the Audit Report and
incorporated by reference in this registration statement from the 2003 Form
10-K, or any omission to state a material fact required to be stated therein. In
addition, due to the significant decline in size of Arthur Andersen LLP and
their termination of operations after having been found guilty in June 2002 of
federal obstruction of justice charges arising from the U.S. government's
investigation of Enron, investors are unlikely to be able to exercise any
effective remedies against or collect judgments from Arthur Andersen LLP.



June 29, 2004

EX-23

                                                                    EXHIBIT 23.4


                   CONSENT OF INDEPENDENT PETROLEUM ENGINEERS


         The undersigned hereby consents to the incorporation by reference in
the Post-Effective Amendment No. 1 to Registration Statement on Form S-8
(Amending Registration Statement Nos. 333-30055, 333-35352, 333-88780 and
333-106438) of St. Mary Land & Exploration Company of information contained
in our reserve reports as of January 1, 2002, 2003 and 2004 setting forth
estimates of revenues from St. Mary Land & Exploration Company's oil and gas
reserves.


                            /S/ RYDER SCOTT COMPANY, L.P.
                            -------------------------------
                            Ryder Scott Company, L.P.


Denver, Colorado
June 28, 2004

EX-99

                                                                    EXHIBIT 99.1



                     ST. MARY LAND & EXPLORATION COMPANY

                              RESTRICTED STOCK PLAN


                                    ARTICLE I
                            ESTABLISHMENT AND PURPOSE
                            -------------------------

         1.1 Establishment. St. Mary Land & Exploration Company, a Delaware
             -------------
corporation (the "Company"), hereby establishes a restricted stock plan for key
employees, consultants and members of the Board of Directors of the Company or
of any subsidiary of the Company. This plan shall be known as the St. Mary Land
& Exploration Company Restricted Stock Plan (the "Plan"), and the Company
intends to grant awards of restricted stock and/or restricted stock units under
the Plan.

         1.2 Purpose. The purpose of the Plan is to enhance the Company's
             -------
stockholder value by attracting, retaining and motivating key employees,
consultants and members of the Board of Directors of the Company and of
subsidiaries of the Company, and to encourage and enable them to acquire a
proprietary interest in the Company by issuing shares of the Company's common
stock to them as incentive compensation.

                                   ARTICLE II
                          DEFINITIONS AND CONSTRUCTION
                          ----------------------------

         2.1 Definitions. Whenever used herein, the following terms shall have
             -----------
the respective meanings set forth below, unless the context clearly requires
otherwise, and when such meaning is intended the term shall be capitalized.

                  (a) "Award" means any award of Restricted Stock or Restricted
                       -----
         Stock Units granted to a Participant under the Plan.

                  (b) "Award Agreement" means any written agreement, contract or
                       ---------------
         other instrument or document evidencing an Award.

                  (c) "Board" means the Board of Directors of the Company.
                       -----

                  (d) "Code" means the Internal Revenue Code of 1986, as
                       ----
         amended.

                  (e) "Committee" means the Committee provided for by Article IV
                       ---------
         hereof, which may be designated by the Board to administer the Plan.

                  (f) "Company" means St. Mary Land & Exploration Company, a
                       -------
         Delaware corporation.

                                       1


                  (g) "Deferral Period" means with respect to a Restricted Stock
                       ---------------
         Unit the period from the date of the Award through the date of
         settlement of the Award.

                  (h) "Dividend Equivalent" means a right with respect to a
                       -------------------
         Restricted Stock Unit to receive cash, shares of Stock or other
         property equal in value and form to dividends declared by the Board and
         paid with respect to outstanding shares of Stock. Dividend Equivalents
         shall not apply to Restricted Stock Units unless specifically provided
         for in the Award Agreement.

                  (i) "Exchange Act" means the Securities Exchange Act of 1934,
                       ------------
         as amended.

                  (j) "Non-Employee Director" means a person who meets the
                       ---------------------
         definition set forth in Rule 16b-3(b)(3) under the Exchange Act, or any
         successor definition adopted by the Securities and Exchange Commission.

                  (k) "Participant" means a participant holding an outstanding
                       -----------
         Award granted under the Plan.

                  (l) "Plan" means this St. Mary Land & Exploration Company
                       ----
         Restricted Stock Plan, as it may be amended from time to time.

                  (m) "Restricted Stock" means an Award under Article VI of
                       ----------------
         shares of Stock that may be subject to certain restrictions and to a
         risk of forfeiture as set forth in the Award Agreement.

                  (n) "Restricted Stock Unit" means an Award under Article VI of
                       ---------------------
         the right to receive Stock or cash or a combination thereof upon
         settlement at the end of a Deferral Period, subject to the specific
         terms and conditions of the Award as set forth in the Award Agreement.

                  (o) "Securities Act" means the Securities Act of 1933, as
                       --------------
         amended.

                  (p) "Stock" means the common stock of the Company, $0.01 par
                       -----
         value per share.

         2.2 Construction. Captions and titles contained herein are for
             ------------
convenience of reference only and shall not affect the meaning or interpretation
of any provision of the Plan. Except when otherwise indicated by the context,
any definition of any term herein in the singular also shall include the plural.

                                   ARTICLE III
                          ELIGIBILITY AND PARTICIPATION
                          -----------------------------

         All current employees, consultants and members of the Board of the
Company and of any subsidiary of the Company are eligible to participate in the
Plan and be granted Awards under the Plan. Participants in the Plan shall be
selected by the Board, in its sole discretion, from among those current
employees, consultants and members of the Board of the Company and of any
subsidiary of the Company who, in the judgment of the Board, are or were in a
position to contribute materially to the Company's continued growth and
development and to its long-term success.

                                       2


                                   ARTICLE IV
                                 ADMINISTRATION
                                 --------------

         The Board shall be responsible for administering the Plan.

                  (a) The Board is authorized to (i) interpret the Plan, (ii)
         prescribe, amend and rescind rules and regulations relating to the
         Plan, (iii) provide for conditions and assurances deemed necessary or
         advisable to protect the interests of the Company with respect to the
         Plan and (iv) make all other determinations necessary or advisable for
         the administration of the Plan. Determinations, interpretations or
         other actions made or taken by the Board with respect to the Plan and
         Awards granted under the Plan shall be final, binding and conclusive
         for all purposes and upon all persons.

                  (b) At the discretion of the Board the Plan may be
         administered by a Committee composed solely of two or more Non-Employee
         Directors appointed by the Board (the "Committee"). The members of the
         Committee may be Directors who are eligible to receive Awards under the
         Plan, but Awards may be granted to such persons only by action of the
         full Board and not by action of the Committee. The Committee shall have
         full power and authority, subject to the limitations of the Plan and
         any limitations imposed by the Board, to construe, interpret and
         administer the Plan and to make determinations which shall be final,
         conclusive and binding upon all persons, including any persons having
         any interests in any Awards which may be granted under the Plan, and,
         by resolution or resolutions to provide for the creation and issuance
         of any Award, to fix the terms and conditions upon which and the time
         or times at or within which any shares of Stock may be issued by the
         Company pursuant to such Award. Such terms, time or times shall in
         every case be set forth or incorporated by reference in the Award
         Agreement and shall be consistent with the provisions of the Plan.

                  (c) Where a Committee has been designated to administer the
         Plan pursuant to this Article IV, references in the Plan to actions to
         be taken by the Board shall be deemed to refer to the Committee as
         well, except where limited by the Plan or by the Board.

                  (d) No member of the Board or the Committee shall be liable
         for any action or determination made in good faith with respect to the
         Plan or any Award granted under the Plan.

                                    ARTICLE V
                            SHARES OF STOCK AVAILABLE
                            -------------------------

         5.1 Total Number of Shares. The total number of shares of Stock hereby
             ----------------------
made available and reserved for issuance pursuant to Awards granted under the
Plan shall be 5,600,000 shares. Notwithstanding anything to the contrary
contained in the foregoing, to the extent that options are granted or have been

                                       3


granted under the Company's Stock Option Plan, as amended on May 22, 2003, and
as it may be amended from time to time thereafter (the "Stock Option Plan"), or
the Company's Incentive Stock Option Plan, as amended on May 22, 2003, and as it
may be amended from time to time thereafter (the "Incentive Stock Option Plan"),
the shares of Stock reserved for issuance pursuant to Awards granted under this
Plan shall be reduced. In addition, to the extent that shares of Stock are
issued pursuant to Awards granted under this Plan, the shares of Stock reserved
for issuance under the Stock Option Plan and the Incentive Stock Option Plan
shall be reduced. The aggregate number of shares of Stock available under the
Plan shall be subject to adjustment as provided in Section 5.4.

         5.2 Annual Maximum Number of Shares Issuable to a Single Participant.
             ----------------------------------------------------------------
The maximum number of shares of Stock that may be issued pursuant to this Plan
including issuances pursuant to the settlement of Restricted Stock Units
previously awarded under the Plan to any one Participant during any calendar
year shall be 100,000 shares. Such number of shares of Stock shall be subject to
adjustment as provided in Section 5.4.

         5.3 Unused Shares. If an Award shall expire or be forfeited or
             -------------
terminated for any reason without all shares of Stock with respect thereto being
or remaining issued, the unissued shares of Stock subject thereto shall (unless
the Plan shall have terminated) become available for other Awards under the
Plan.

         5.4 Adjustment in Capitalization. In the event of any change in the
             ----------------------------
outstanding shares of Stock of the Company by reason of a stock dividend or
split, recapitalization, reclassification or other similar change or adjustment
in capitalization, the number of shares of Stock set forth in this Article V
shall be correspondingly adjusted by the Board, whose determination shall be
conclusive. In any such case, the number and kind of shares of Stock that are
subject to any outstanding Award that has not vested and/or been settled shall
be proportionately and appropriately adjusted.

                                   ARTICLE VI
                                     AWARDS
                                     ------

         6.1 Grant of Awards. Subject to Article V, Awards may be granted to
             ---------------
current employees, consultants and members of the Board of the Company and any
subsidiary thereof at any time and from time to time as determined by the Board.
Subject to the terms and provisions of the Plan, the Board shall have complete
discretion in determining the terms and conditions and number of shares of Stock
subject to each Award. In making such determinations, the Board may take into
account the nature of services rendered by such current employees, consultants
and members of the Board, their present and potential contributions to the
Company and such other factors as the Board in its discretion shall deem
relevant.

         6.2 Types of Awards. Subject to the terms and provisions of the Plan,
             ---------------
the Board in its discretion may grant Awards of Restricted Stock and/or
Restricted Stock Units.

         (a) Restricted Stock Awards.
             -----------------------

                           (i) Nature of Restricted Stock. Restricted Stock may
                               --------------------------

                                       4


                  be issued for services rendered with any or no additional
                  purchase price as shall be determined by the Board in its
                  discretion, and may be subject to certain restrictions and to
                  a risk of forfeiture as set forth in the Award Agreement. A
                  Participant to whom a Restricted Stock Award is granted shall,
                  upon issuance of a stock certificate for the shares of Stock
                  issued, have all of the rights of ownership with respect to
                  the shares of Stock subject to such Restricted Stock Award,
                  including the right to vote the same and receive any dividends
                  paid thereon, subject, however, to the terms, conditions and
                  restrictions contained in this Plan and in the applicable
                  Award Agreement.

                           (ii) Forfeiture and Vesting. A Restricted Stock Award
                                ----------------------
                  Agreement may provide for forfeiture of the Restricted Stock
                  upon termination of the Participant's employment or other
                  relationship with the Company or nonperformance of specified
                  performance goals or measures established by the Board. A
                  Restricted Stock Award Agreement may also provide for (i)
                  vesting periods which require the passage of time and/or the
                  occurrence of events in order for the Restricted Stock to vest
                  and become no longer subject to forfeiture and (ii) holding
                  periods during which the Restricted Stock may not be sold or
                  otherwise transferred.

                           (iii) Certificates and Settlement. Upon an Award of
                                 ---------------------------
                  Restricted Stock, the Company shall deliver to the Participant
                  a certificate evidencing the shares of Stock subject to the
                  Award and such certificate shall be imprinted with an
                  appropriate legend referring to or setting forth the
                  applicable restrictions to which such shares are subject.
                  After the shares of Stock are no longer subject to such
                  restrictions, the Company shall, in accordance with the terms
                  and conditions of the Award Agreement and upon the request of
                  the Participant and the surrender by the Participant of the
                  original certificate, settle the completed Restricted Stock
                  Award by providing the Participant with a new certificate for
                  the shares with such legend removed.

         (b) Restricted Stock Unit Awards.
             ----------------------------

                           (i) Nature of Restricted Stock Units; Accounts. Each
                               ------------------------------------------
                  Restricted Stock Unit awarded shall represent a right for one
                  share of Stock to be delivered upon settlement of the Award at
                  the end of the Deferral Period, subject to a risk of
                  forfeiture and cancellation and to the other terms and
                  conditions set forth in the Plan and the Award Agreement. The
                  Company shall establish and maintain a Participant account to
                  record Restricted Stock Units and transactions and events
                  affecting such units. Restricted Stock Units and other items
                  reflected in the account will represent only bookkeeping
                  entries by the Company to evidence unfunded obligations of the
                  Company.

                           (ii) Deferral Period and Settlement Date. Except as
                                -----------------------------------
                  otherwise provided under the Plan, Restricted Stock Units (if
                  not previously cancelled) shall be settled on or about the
                  date or dates set forth in the Award Agreement. The Board may
                  permit the Participant to elect to further defer settlement
                  (thereby extending the Deferral Period), subject to such terms
                  and conditions as the Board may specify. In addition, unless

                                       5


                  otherwise determined by the Board, if the Board reasonably
                  determines that any settlement of Restricted Stock Units would
                  result in payment of compensation to a Participant which is
                  not deductible by the Company under Section 162(m) of the
                  Code, such settlement shall be deferred to the extent
                  necessary to avoid payment of such non-deductible
                  compensation, with such deferral continuing only until such
                  date as settlement can be effected without loss of
                  deductibility by the Company under Section 162(m) of the Code.

                           (iii) Cancellation and Vesting. A Restricted Stock
                                 ------------------------
                  Unit Award Agreement may provide for cancellation of the
                  Restricted Stock Units upon termination of the Participant's
                  employment or other relationship with the Company or
                  nonperformance of specified performance goals or measures
                  established by the Board. A Restricted Stock Unit Award
                  Agreement may also provide for vesting periods which require
                  the passage of time and/or the occurrence of events in order
                  for the Restricted Stock Units to vest and become no longer
                  subject to cancellation.

                           (iv) Dividend Equivalents. Restricted Stock Units
                                --------------------
                  shall not be credited with Dividend Equivalents unless
                  specifically provided for in the Award Agreement, and then
                  only upon such terms and conditions as set forth in the Award
                  Agreement.

                           (v) Settlement and Certificates. Settlement of a
                               ---------------------------
                  Restricted Stock Unit Award shall be made in accordance with
                  the terms and conditions of the applicable Award Agreement. A
                  Restricted Stock Unit Award Agreement may provide that
                  settlement may be made (A) solely through the issuance of
                  shares of Stock or (B) at the mutual election of the
                  Participant and the Company, in a combination of shares of
                  Stock and cash. In no event shall the total value of
                  Restricted Stock Unit Award settlements with any one
                  Participant during any calendar year exceed the value at the
                  time of settlement of the maximum number of shares of stock
                  issuable to any one participant during any calendar year
                  pursuant to Section 5.2 of the Plan. Upon the settlement of a
                  Restricted Stock Unit Award, the Company shall deliver to the
                  Participant a certificate for the number of shares of Stock
                  issued to the Participant in settlement of the Award.

         6.3 Award Agreement; Terms and Conditions to Apply Unless Otherwise
             ---------------------------------------------------------------
Specified. As determined by the Board on the date of grant, each Award shall be
- ---------
evidenced by an Award Agreement which shall set forth the terms and conditions
of such Award, including the number of shares of Stock to which the Award
applies, the date or dates upon which such Award shall vest and the
circumstances (including termination of employment or failure to satisfy one or
more restrictive covenants or other ongoing obligations) under which the Award
shall not vest, the time and manner of settlement of the Award, such transfer
restrictions which the Board may impose and any other terms or conditions which
the Board may impose. All such terms and conditions shall be determined by the
Board at the time of grant of the Award. Award Agreements need not be identical
to other Award Agreements either in form or substance.

                                       6


                  (a) If not otherwise specified by the Board, the following
         terms and conditions shall apply to Awards granted under the Plan:

                           (i) Vesting of Award. An Award shall vest pursuant to
                               ----------------
                  a vesting schedule as determined by the Board, which vesting
                  schedule may provide that (A) an Award held by a Participant
                  who retires from employment with the Company after having both
                  reached the age of sixty and completed twelve years of service
                  with the Company shall continue to vest in accordance with the
                  vesting schedule set forth in the applicable Award Agreement
                  notwithstanding the termination of the Participant's
                  employment with the Company, provided that prior to full
                  vesting of the Award such Participant does not after such
                  retirement become employed on a full-time basis by a
                  competitor of the Company prior to reaching age sixty-five,
                  and (B) an Award held by a Non-Employee Director of the
                  Company who resigns from the Board after completing at least
                  five years of service to the Company shall become fully
                  vested.

                           (ii) Termination. An outstanding Award that has not
                                -----------
                  vested and been settled shall be cancelled upon the Company's
                  termination of the employment of the Participant for cause.

                           (iii) Acceleration. An outstanding Award shall become
                                 ------------
                  fully vested and settled irrespective of its other provisions
                  (A) immediately prior to the completion of the merger or sale
                  of substantially all of the Stock or assets of the Company in
                  a transaction in which the Company is not the survivor, except
                  for the merger of the Company into a wholly owned subsidiary
                  (and the Company shall not be considered the surviving
                  corporation for purposes hereof if the Company is the survivor
                  of a reverse triangular merger), or (B) upon termination of
                  the Participant's employment with the Company or a subsidiary
                  thereof because of death, disability or normal retirement upon
                  reaching the age of sixty-five.

                           (iv) Transferability. An outstanding Award that has
                                ---------------
                  not vested and been settled or is otherwise restricted by the
                  terms of the Award Agreement as to transferability shall not
                  be transferable by the Participant, and the Participant shall
                  not be permitted to sell, transfer, pledge or otherwise
                  encumber such Award or the shares of Stock issuable in
                  settlement thereof, other than (A) to the person or persons to
                  whom the Participant's rights under such Award pass by will or
                  the laws of descent and distribution, (B) to the spouse or the
                  descendants of the Participant or to trusts for such persons
                  to whom or which the Participant may transfer such Award, (C)
                  to the legal representative of any of the foregoing, or (D)
                  pursuant to a qualified domestic relations order as defined
                  under Section 414(p) of the Code or similar order or agreement
                  relating to the provision of child support, alimony payments
                  or marital property right to a spouse, former spouse, child or
                  other dependent of the Participant. Any such transfer shall be
                  made only in compliance with the Securities Act and the
                  requirements therefor as set forth by the Company.

                                       7


                  (b) The Board shall be free to specify terms and conditions
         other than and in addition to those set forth above, in its discretion.

                  (c) All Award Agreements shall incorporate the provisions of
the Plan by reference.

         6.4 No Fractional Shares. In no event shall the Company issue
             --------------------
fractional shares of Stock pursuant to any Award under the Plan. In the event
that any fractional shares would otherwise result from the application of the
terms of an Award, the Company shall instead pay cash in lieu of fractional
shares on such basis as the Board may determine in its discretion.

         6.5 Performance-Based Compensation. The Board may designate whether an
             ------------------------------
Award is intended to be "performance-based compensation," as that term is used
in Section 162(m) of the Code. Any Award designated as intended to be
"performance-based compensation" shall be conditioned on the achievement of one
or more objective performance goals or measures as established in advance by the
Committee. The performance goals or measures that may be used by the Committee
for such Award shall be based on any one or more of the following, as selected
by the Committee: (a) increases in, or levels of, net asset value, net asset
value per share, pretax earnings, net income and/or earnings per share of the
Company and/or one or more regional operations and/or subsidiaries; and/or (b)
control of operating and/or nonoperating expenses of the Company and/or one or
more regional operations and/or subsidiaries. For an Award intended to be
"performance-based compensation," the grant of the Award and the establishment
of the performance goals or measures shall be made during the period required
under Section 162(m) of the Code and pursuant to the other provisions thereof,
and the Committee shall be composed solely of two or more "outside directors"
within the meaning of Section 1.162-27(e)(3) of the Treasury Regulations under
Section 162(m) of the Code.

                                   ARTICLE VII
                             STOCKHOLDER PRIVILEGES
                             ----------------------

         A Participant to whom an Award is granted under the Plan shall not have
stockholder privileges with respect to any shares of Stock covered by the Award
until the date of issuance of a stock certificate for the shares of Stock issued
pursuant to the Award Agreement.

                                  ARTICLE VIII
                             RIGHTS OF PARTICIPANTS
                             ----------------------

         Nothing in the Plan shall interfere with or limit in any way the right
of the Company or a subsidiary thereof to terminate any employee's employment or
consultant's engagement at any time, nor confer upon any employee or consultant
any right to continue to be employed or engaged by the Company or a subsidiary
thereof.

                                       8


                                   ARTICLE IX
                      AMENDMENT AND TERMINATION OF THE PLAN
                      -------------------------------------

         9.1 Amendment and Termination. The Board may at any time terminate and
             -------------------------
from time to time may amend or modify the Plan. Unless terminated earlier by the
Board, the Plan shall terminate upon the expiration of ten years after the date
of the adoption of the Plan. Any amendment or modification of the Plan by the
Board may be accomplished without approval of the stockholders of the Company,
except that stockholder approval shall be required in the event that (a) the
amendment or modification would increase the total number of shares of Stock
available for issuance under the Plan or (b) stockholder approval of such
amendment or modification is required by any law or regulation governing the
Company or by any applicable listing standard of a national securities exchange
or market on which the Stock is listed for trading.

         9.2 No Impairment of Outstanding Awards. No amendment, modification or
             -----------------------------------
termination of the Plan shall in any manner adversely affect any outstanding
Award under the Plan without the consent of the Participant holding the Award.

                                    ARTICLE X
                       ACQUISITION, MERGER OR LIQUIDATION
                       ----------------------------------

         In the event that an acquisition, merger or liquidation occurs with
respect to the Company, the Board may, in its sole discretion, provide that any
of the following actions shall be taken by the Company as a result, or in
anticipation, of any such event to ensure the fair and equitable treatment of
Participants:

                  (a) acceleration of vesting and settlement of outstanding
         Awards;

                  (b) offer to purchase outstanding Awards from the Participants
         for the Awards' equivalent cash value, as determined by the Board, as
         of the date of the acquisition, merger or liquidation, or another
         specified date; or

                  (c) make adjustments or modifications to outstanding Awards,
         such as providing for the assumption of outstanding Awards by an
         acquiror and conversion of the underlying shares of Stock to securities
         of the acquiror, as the Board deems appropriate to maintain and protect
         the rights and interests of the Participants following such event.

Any such action approved by the Board shall be conclusive and binding on the
Company, its subsidiaries and all Participants. For purposes of this Article X,
an "acquisition" shall mean any transaction in which substantially all of the
Company's assets are acquired or in which a controlling amount of the Company's
outstanding shares of Stock are acquired, whether by direct purchase, through a
merger or similar corporate transaction or otherwise, in each case by a single
person or entity or an affiliated group of persons and entities. For purposes of
this Article X, a controlling amount shall mean more than fifty percent of the
issued and outstanding shares of Stock of the Company.

                                       9

                                   ARTICLE XI
                             SECURITIES REGISTRATION
                             -----------------------

         11.1 Securities Registration. In the event that the Company shall deem
              -----------------------
it necessary or desirable to register under the Securities Act, or any other
applicable statute, any Awards or any shares of Stock with respect to which an
Award may be or shall have been granted, or to qualify any such Awards or shares
of Stock under the Securities Act or any other statute, then the Participant
shall cooperate with the Company and take such action as is necessary to permit
registration or qualification of such Awards or shares of Stock.

         11.2 Representations. Unless the Company has determined that the
              ---------------
following representation is unnecessary, each person receiving an Award under
the Plan may be required by the Company, as a condition to the issuance of
shares of Stock pursuant to the Award, to make a representation in writing (i)
that he or she is acquiring such shares for his or her own account for
investment and not with a view to, or for sale in connection with, the
distribution of any part thereof within the meaning of the Securities Act, and
(ii) that before any transfer in connection with the resale of such shares, he
or she will obtain the written opinion of counsel for the Company, or other
counsel acceptable to the Company, that such shares may be transferred without
registration thereof. The Company may also require that the certificates
representing such shares contain legends reflecting the foregoing.

                                   ARTICLE XII
                                 TAX WITHHOLDING
                                 ---------------

         In connection with Awards granted under the Plan, the Company shall
have the right to require Participants to remit to the Company amounts
sufficient to satisfy any federal, state and local withholding tax requirements,
whether such requirements apply upon vesting or upon settlement of the Awards.
The Company may in its discretion make loans to Participants of funds sufficient
to satisfy any such withholding tax requirements, provided that any such loan
shall comply with all applicable laws, rules and regulations and no such loan
shall be made to a director or executive officer of the Company in violation of
Section 13(k) of the Exchange Act, as adopted pursuant to Section 402 of the
Sarbanes-Oxley Act of 2002. The Company shall have the right to require that any
permitted transferee of an Award under the Plan who is not an employee of the
Company at the time of vesting or settlement of the Award shall be responsible
for the payment of all amounts required to satisfy all federal, state and local
withholding taxes applicable to such persons with respect to such vesting or
settlement of the Award.

                                  ARTICLE XIII
                                 INDEMNIFICATION
                                 ---------------

         To the extent permitted by law, each person who is or shall have been a
member of the Board or the Committee shall be indemnified and held harmless by
the Company against and from any loss, cost, liability or expense that may be
imposed upon or reasonably incurred by him or her in connection with or
resulting from any claim, action, suit or proceeding to which he or she may be a
party or in which he or she may be involved by reason of any action taken or
failure to act under the Plan and against and from any and all amounts paid by
him or her in settlement thereof, with the Company's approval, or paid by him or
her in satisfaction of judgment in any such action, suit or proceeding against
him or her, provided he or she shall give the Company an opportunity, at its own

                                       10


expense, to handle and defend the same before he or she undertakes to handle and
defend it on his or her own behalf. The foregoing right of indemnification shall
not be exclusive of any other rights of indemnification to which such persons
may be entitled under the Company's certificate of incorporation or bylaws, as a
matter of law, or otherwise, or any power that the Company or a subsidiary
thereof may have to indemnify them or hold them harmless.

                                   ARTICLE XIV
                               REQUIREMENTS OF LAW
                               -------------------

         14.1 Requirements of Law. The granting of Awards and the issuance of
              -------------------
shares of Stock pursuant to an Award shall be subject to all applicable laws,
rules and regulations, and to such approvals by any governmental agencies or
national securities exchanges or markets as may be required.

         14.2 Governing Law. The Plan and all Award Agreements hereunder shall
              -------------
be construed in accordance with and governed by the laws of the State of
Colorado.

                                   ARTICLE XV
                                 EFFECTIVE DATE
                                 --------------

        The Plan shall be effective as of April 8, 2004, subject to approval by
the Company's stockholders.

                                                     * * * * *

         This St. Mary Land & Exploration Company Restricted Stock Plan was
adopted by the Board of Directors of St. Mary Land & Exploration Company on
April 8, 2004, to be effective upon adoption, subject to approval by the
Company's stockholders.



                         ST. MARY LAND & EXPLORATION COMPANY


                         By: /S/ MARK A. HELLERSTEIN
                             -----------------------
                             Mark A. Hellerstein
                             Chairman of the Board, President and Chief
                               Executive Officer
                                       11