8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                Date of Report (Date of earliest event reported)
                       August 24, 2004 (August 23, 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                (IRS 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.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. ):

[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))



Item 8.01  Other Events.

         On August 23, 2004, St. Mary Land & Exploration Company issued a
press release announcing that its Board of Directors has authorized the
re-initiation of its stock repurchase program.

         A copy of the press release is furnished as Exhibit 99.1 to this
report.

Item 9.01  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 August 23, 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:  August 24, 2004                   By: /S/ DAVID W. HONEYFIELD
                                             -----------------------
                                             David W. Honeyfield
                                             Vice President - Finance,
                                             Treasurer and Secretary

EX-99

                                                                   Exhibit 99.1

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


                 ST. MARY STOCK REPURCHASE PROGRAM RE-INITIATED

DENVER, August 23, 2004 - St. Mary Land & Exploration Company has announced
that its Board of Directors has authorized the re-initiation of St. Mary's stock
repurchase program. The Board has also authorized an increase in the number of
shares that may be repurchased to up to a total of 3,000,000 shares. Since
990,100 shares remain from the original authorization in August 1998, the Board
effectively increased the number of authorized shares for repurchase by
approximately 2,000,000 shares. Prior to the re-initiation of the program, St.
Mary had not made any repurchases under the program since 2001. As of August 2,
2004, St. Mary had 29,662,666 shares of common stock outstanding.

The shares may be repurchased from time to time in open market transactions or
privately negotiated transactions, subject to market conditions and other
factors, including certain provisions of St. Mary's existing bank credit
facility agreement and compliance with securities laws. Stock repurchases are
expected to be funded with existing cash balances, internal cash flow and
borrowings under St. Mary's bank credit facility. The stock repurchase program
may be suspended or discontinued at any time.

Mark Hellerstein, Chairman, President and CEO, commented, "Because of our strong
cash position we are able to re-initiate and increase the authorized level of
the stock repurchase program, which reflects our commitment to increasing
stockholder value and our confidence in the value of an investment in our shares
at current prices."

This release contains forward looking statements within the meaning of
securities laws. The words "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 the effect of market
conditions and liquidity and capital resources on the stock repurchase program,
relative increases in the yield which could be obtained from alternative
investments of the funds that otherwise may be used to repurchase stock, an
increased need for cash reserves beyond the levels presently anticipated,
volatility and levels of oil and natural gas prices, production rates and
reserve replacement, uncertainties in cash flow, the availability of
economically attractive exploration and development and property acquisition
opportunities and any necessary financing, and other such matters discussed in
the "Risk Factors" section of St. Mary's 2003 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-04-11
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