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 24, 2005 (February 24, 2005)

                     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 2.02         Results of Operations and Financial Condition.

         On February 24, 2005, St. Mary Land & Exploration Company issued a
press release announcing its results of operations for the full year and fourth
quarter of 2004. A copy of the press release is furnished as Exhibit 99.1 to
this report. As indicated in the press release, the Company has scheduled a
related 2004 earnings teleconference call for February 25, 2005, at 8:00 a.m.
(MST). The teleconference call is publicly accessible, and the press release
includes instructions as to when and how to access the teleconference and the
location on the Company's web site where the teleconference information will be
available.

         The press release contains information about the Company's
discretionary cash flow, which is a "non-GAAP financial measure" under SEC
rules. The press release also presents information about the Company's net cash
provided by operating activities, which is the most directly comparable GAAP
financial measure, and contains a reconciliation of discretionary cash flow to
net cash provided by operating activities for the periods presented, a
presentation of other cash flow information under GAAP, and a statement
indicating why management believes that the presentation of discretionary cash
flow provides useful information to investors.

         In accordance with General Instruction B.2. of Form 8-K, the
information in this report, including Exhibit 99.1, shall not be deemed to be
filed for purposes of Section 18 of the Securities Exchange Act of 1934 (the
"Exchange Act") or otherwise subject to liability under that section, and such
information and Exhibit shall not be deemed to be incorporated by reference in
any filing under the Securities Act of 1933 or the Exchange Act, except unless
expressly set forth by specific statement or reference in such a filing.


Item 9.01  Financial Statements and Exhibits.

      (c) Exhibits. The following exhibits are furnished as part of this report:

           Exhibit 99.1     Press release of St. Mary Land & Exploration
                            Company dated February 24, 2005



                                   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 24, 2005                 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 REPORTS RESULTS FOR THE FULL YEAR AND 4TH QUARTER 2004

DENVER, February 24, 2005 - St. Mary Land & Exploration Company (NYSE: SM)
today reported earnings of $92.5 million or $2.88 per diluted share for the year
ended December 31, 2004. Year 2003 earnings were $95.6 million or $2.80 per
diluted share. Revenues for 2004 were $433.1 million compared to $393.7 million
for 2003. St. Mary's discretionary cash flow(1) increased 19% to $275.2 million
in 2004 from $232.1 million in 2003. Net cash provided by operating activities
increased from $204.3 million in 2003 to $237.2 million in 2004.

Oil and gas production for 2004 was 75.4 billion cubic feet of gas equivalent
(BCFE) compared to 76.9 BCFE for 2003. The average realized price per MCFE
increased $0.73 to $5.48 in 2004, a 15% increase from the average price realized
in 2003.

Earnings for the fourth quarter of 2004 were $26.6 million or $0.83 per diluted
share compared to $24.7 million or $0.72 per diluted share for the fourth
quarter of 2003. Revenues for the fourth quarter of 2004 were $126.4 million
compared to $98.0 million for the same period in 2003. Discretionary cash
flow(1) for the fourth quarter of 2004 increased 32% from the same period in
2003 to $82.9 million. Net cash provided by operating activities increased to
$80.0 million in the fourth quarter of 2004 from $53.4 million in the fourth
quarter of 2003. Average daily oil and gas production during the fourth quarter
2004 totaled 216.3 MMCFE, up 4% from 207.6 MMCFE in the comparable 2003 period.
Average prices realized during the quarter were $6.14 per Mcf and $36.75 per
barrel, which were 34% and 37% higher, respectively, than the realized prices in
the fourth quarter of 2003.

Mark Hellerstein, Chairman, President and CEO, commented, "We realized record
earnings per share for the year 2004 as we enjoyed higher commodity prices and
we repurchased 3.9 million common shares during the year. Our production is
showing good growth, primarily through the drill bit, as fourth quarter
production was up 5% over the third quarter and 9% over the second quarter. We
begin 2005 with a strong balance sheet and a large prospect inventory. We
increased our drilling capital expenditures budget 24% over our 2004
expenditures and have multi-year development plans in the Bakken and Red River
plays in the Williston Basin, Northeast Mayfield in the Anadarko Basin and our
Hanging Woman coalbed methane play in the Powder River Basin."

                                      -1-



The Company's previously announced forecast for the first quarter and the full
year of 2005 remains unchanged, except for a $0.05 per MCFE increase for the
first quarter and the year in estimated depreciation, depletion and
amortization, and is as follows:

                                           1st Quarter               Year
                                           -----------               ----
 Production                                19 - 21 BCFE           81 - 85 BCFE
 Lease operating expenses,
    including production taxes and
    transportation                      $1.35 - $1.45/MCFE    $1.37 - $1.47/MCFE
 General and administrative exp.        $0.30 - $0.35/MCFE    $0.30 - $0.35/MCFE
 Depreciation, depletion & amort.   $1.30 - $1.35/MCFE    $1.35 - $1.45/MCFE

As previously announced, the teleconference call to discuss year-end results is
scheduled for February 25, 2005 at 8:00 am (MST). The call participation number
is 888-424-5231. A digital recording of the conference call will be available
two hours after the completion of the call, 24 hours per day through March 15 at
800-642-1687, conference number 3293322. International participants can dial
706-634-6088 to take part in the conference call and can access a replay of the
call at 706-645-9291, conference number 3293322. In addition, the call will be
broadcast live at St. Mary's web site at www.stmaryland.com and the earnings
press release and financial highlights will be available before the call at
www.stmaryland.com under "News-Press Releases." An audio recording of the
conference call will be available at that site through March 31.

Also as previously announced, Mark Hellerstein is scheduled to appear on an
interview by Bloomberg Television on February 24, 2005 beginning at
approximately 2:39 pm (MST). The interview is expected to cover St. Mary's
results for 2004 and outlook for the future. To access specific program
information for Bloomberg Television, please visit Bloomberg's website at
www.bloomberg.com.

This release contains forward looking statements within the meaning of
securities laws, including forecasts and projections for future periods. The
words "will," "believe," "anticipate," "intend," "estimate," "forecast," "plan"
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
uncertain nature of the expected benefits from the acquisition of oil and gas
properties, the volatility and level of oil and natural gas prices, unexpected
drilling conditions and results, the risks of various exploration strategies,
production rates and reserve replacement, the imprecise nature of oil and gas
reserve estimates, drilling and operating service availability, uncertainties in
cash flow, the financial strength of hedge contract counterparties, the
availability of economically attractive exploration and development and property
acquisition opportunities and 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 2003 Annual
Report on Form 10-K filed with the SEC and the 2004 Annual Report on Form 10-K

                                      -2-



expected to be filed with the SEC on or about February 25, 2005. 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.

(1)           Discretionary cash flow is computed as net income plus
              depreciation, depletion, amortization, impairments, deferred
              taxes, exploration expense and non-cash changes related to the Net
              Profits Plan, less the cumulative effect of change in accounting
              principle and unrealized derivative gain/loss. See the attached
              financial highlights for a reconciliation of discretionary cash
              flow to net cash provided by operating activities, a presentation
              of other cash flow information, and a statement indicating why
              management believes the presentation of the non-GAAP measure of
              discretionary cash flow provides useful information to investors.

                                    PR-05-04
                                       ###


                                      -3-


                     ST. MARY LAND & EXPLORATION COMPANY
                              FINANCIAL HIGHLIGHTS
                                December 31, 2004
                                   (Unaudited)

PRODUCTION DATA                                   Three Months Ended                    Year Ended
- ---------------                                       December 31,        Percent        December 31,        Percent
                                               -------------------------          -------------------------
                                                   2004         2003      Change      2004         2003      Change
                                               ------------ ------------          ------------ ------------
Average realized price:
    Gas (per Mcf)                               $     6.14   $     4.59      34%   $     5.52   $     4.89     13%
    Oil (per Bbl)                               $    36.75   $    26.85      37%   $    32.53   $    26.96     21%

Production:
    Gas (MMcf)                                      12,383       11,966       3%       46,598       49,663     -6%
    Oil (MBbls)                                      1,253        1,189       5%        4,799        4,541      6%
    MMCFE (6:1)                                     19,899       19,101       4%       75,393       76,909     -2%

Daily production:
    Gas (Mcf per day)                              134,603      130,066       3%      127,316      136,062     -6%
    Oil (Bbls per day)                              13,615       12,925       5%       13,113       12,441      5%
    MCFE per day (6:1)                             216,293      207,617       4%      205,992      210,709     -2%

Margin analysis per MCFE:
    Average realized price, net of hedging      $     6.13   $     4.55      35%   $     5.48   $     4.75     15%
    Oil and gas production costs                      1.32         1.06      25%         1.27         1.15     10%
    General and administrative costs                  0.28         0.29      -3%         0.29         0.28      4%
                                               ------------ ------------          ------------ ------------
        Operating margin                        $     4.53   $     3.20      42%   $     3.92   $     3.32     18%
                                               ------------ ------------          ------------ ------------
    Depletion, depreciation & amortization  $     1.48   $     1.08      37%   $     1.22   $     1.07     14%

INCOME STATEMENT
- ----------------
(In thousands, except per share amounts)          Three Months Ended                    Year Ended
                                                     December 31,                       December 31,
                                               -------------------------          -------------------------
                                                   2004         2003                  2004         2003
                                               ------------ ------------          ------------ ------------

Revenues:
    Oil and gas production                      $  139,316   $   89,550            $  463,617   $  387,553
    Oil and gas hedge loss                         (17,243)      (2,672)              (50,299)     (22,439)
    Marketed gas revenue                             4,456        2,419                15,551       13,438
    Gain (loss) on sale of proved properties          (711)       7,499                 1,803        7,278
    Other revenue                                      570        1,194                 2,427        7,878
                                               ------------ ------------          ------------ ------------
                                                   126,388       97,990               433,099      393,708
                                               ------------ ------------          ------------ ------------
Operating expenses:
    Oil and gas production costs                    26,239       20,205                95,518       88,509
    Depletion, depreciation, amortization
        and abandonment liability accretion         29,454       20,709                92,223       81,960
    Exploration                                      8,489        4,986                28,560       25,318
    Impairment of proved properties                      -          185                   494          185
    Abandonment and impairment of
        unproved properties                         (1,212)        (207)                1,420        3,796
    General and administrative                       5,545        5,568                22,004       21,197
    Change in net profits interest
        bonus plan liability                        10,386        2,911                24,398        5,317
    Derivative (gain)loss                              306          668                   260          310
    Marketed gas operating expense                   4,016        2,188                14,230       12,229
    Other                                              217          205                 2,077        1,576
                                               ------------ ------------          ------------ ------------
                                                    83,440       57,418               281,184      240,397
                                               ------------ ------------          ------------ ------------

Income from operations                              42,948       40,572               151,915      153,311
    Interest income                                     78           70                   557          717
    Interest expense                                (1,720)      (1,542)               (6,244)      (7,958)
                                               ------------ ------------          ------------ ------------
Income before income tax expense                    41,306       39,100               146,228      146,070
    Income tax expense (benefit)- current            7,664        6,345                31,217       32,238
    Income tax expense - deferred                    7,013        8,080                22,532       23,692
                                               ------------ ------------          ------------ ------------
Income from continuing operations                   26,629       24,675                92,479       90,140
    Cumulative effect from change
        in accounting principle                          -            -                     -        5,435
                                               ------------ ------------          ------------ ------------
Net income                                      $   26,629   $  24,675             $   92,479   $   95,575
                                               ============ ============          ============ ============

Basic weighted avg shares outstanding               28,462       31,552                28,851       31,233
Diluted weighted avg shares outstanding             33,248       35,858                33,447       35,534

Basic earnings per common share:
    Income before accounting change             $     0.94   $     0.78            $     3.21   $     2.89
    Cumulative effect of accounting change               -            -                     -         0.17
                                               ------------ ------------          ------------ ------------
Basic net income per common share               $     0.94   $     0.78            $     3.21   $     3.06
                                               ============ ============          ============ ============

Diluted earnings per common share:
    Income before accounting change             $     0.83   $     0.72            $     2.88   $     2.65
    Cumulative effect of accounting change               -            -                     -         0.15
                                               ------------ ------------          ------------ ------------
Diluted net income per common share             $     0.83   $     0.72            $     2.88   $     2.80
                                               ============ ============          ============ ============



                     ST. MARY LAND & EXPLORATION COMPANY
                              FINANCIAL HIGHLIGHTS
                                December 31, 2004
                                   (Unaudited)

BALANCE SHEET
- -------------
(In thousands)                                    Dec 31,      Dec 31,
                                                   2004         2003
                                               -------------------------
  Working capital                               $   12,035   $    3,101
  Long-term debt                                $  136,791   $  110,696
  Stockholder's Equity                          $  484,455   $  390,653

  Shares outstanding - permanent equity             28,479       28,242
  Shares outstanding - temporary equity                -          3,381
  Note receivable from Flying J (contra-equity) $      -     $   71,594

PROVEN RESERVES
- ---------------
                                                  Dec 31,      Dec 31,
                                                   2004         2003
                                               ------------ ------------
    Oil (MBbls)                                     56,574       47,787
    Gas (MMcf)                                     319,196      307,024
                                               ------------ ------------
    MMCFE (6:1)                                    658,638      593,744
                                               ============ ============

CASH FLOW
- ---------
(In thousands)

Reconciliation of Discretionary Cash Flow to Net Cash
Provided by Operating Activities:
                                                  Three Months Ended                    Year Ended
                                                     December 31,                       December 31,
                                               -------------------------          -------------------------
                                                  2004          2003                  2004         2003
                                               ------------ ------------          ------------ ------------
Discretionary Cash Flow (1)                     $   82,940   $   63,005            $  275,240   $  232,053

(Gain) loss on property sales                          711       (7,499)               (1,803)      (7,278)
Exploration exp, excluding
        exploratory dry hole exp                    (6,857)      (5,000)              (24,398)     (18,171)
Minority interest & other                        1,550        3,576                (1,948)       2,088
Changes in working capital and deferred taxes        1,686         (677)               (9,929)      (4,373)
                                               ------------ ------------          ------------ ------------
Net Cash Provided by Operating Activities       $   80,030   $   53,405            $  237,162   $  204,319
                                               ============ ============          ============ ============

Net Cash Used in Investing Activities           $ (137,953)  $  (43,291)           $ (247,006)  $ (196,939)
                                               ============ ============          ============ ============

Net Cash Provided by (Used in)
        Financing Activitie                     $   39,653   $   (2,401)           $    1,435   $   (3,707)
                                               ============ ============          ============ ============

(1) Discretionary cash flow is computed as net income plus depreciation,
    depletion, amortization, impairments, deferred taxes, exploration expense,
    stock-based compensation expense, and changes in the net profits interest
    bonus plan liability less the change in accounting principle and unrealized
    derivative gain/loss. The non-GAAP measure of discretionary cash flow is
    presented since management believes that it provides useful additional
    information to investors for analysis of St. Mary's ability to internally
    generate funds for exploration, development and acquisitions. In addition,
    discretionary cash flow is widely used by professional research analysts and
    others in the valuation, comparison and investment recommendations of
    companies in the oil and gas exploration and production industry, and many
    investors use the published research of industry research analysts in making
    investment decisions. Discretionary cash flow should not be considered in
    isolation or as a substitute for net income, income from operations, net
    cash provided by operating activities or other income, profitability, cash
    flow or liquidity measures prepared under GAAP. Since discretionary cash
    flow excludes some, but not all, items that affect net income and net cash
    provided by operating activities and may vary among companies, the
    discretionary cash flow amounts presented may not be comparable to similarly
    titled measures of other companies.