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)

September 13, 2006 (September 13, 2006)

St. Mary Land & Exploration Company

(Exact name of registrant as specified in its charter)

Delaware	001-31539	41-0518430
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

1776 Lincoln Street, Suite 700, Denver, Colorado 80203

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (303) 861-8140

Not applicable

(Former name or former address, if changed since last report.)

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 September 13, 2006, St. Mary Land & Exploration Company issued a press release announcing that for the period from September 15, 2006 to March 14, 2007 its $100 million in 5.75% Senior Convertible Notes due 2022 will, subject to the terms of the indenture under which they were issued, accrue contingent interest at the rate of 0.50% per annum, in addition to the 5.75% annual rate of interest that the notes have stated on the face of the indenture for a total of 6.25%. A copy of the press release is furnished as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits.

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

Exhibit 99.1 Press release of St. Mary Land & Exploration Company dated September 13, 2006.

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: September 13, 2006	By: /S/ DAVID W. HONEYFIELD
		David W. Honeyfield
		Vice President – Chief Financial Officer, Secretary
			and Treasurer

EX-99

Exhibit 99.1

For Information

Brent A. Collins

303-861-8140

ST. MARY ANNOUNCES ACCRUAL OF CONTINGENT INTEREST

ON 5.75% SENIOR CONVERTIBLE NOTES

DENVER, September 13, 2006 – St. Mary Land & Exploration Company (NYSE: SM) today announces that for the period from September 15, 2006 to March 14, 2007, its $100 million in 5.75% Senior Convertible Notes due 2022 will, subject to the terms of the indenture under which they were issued, accrue contingent interest at a rate of 0.50% per annum in addition to the 5.75% annual rate of interest that the notes have stated on the face of the indenture, for a total interest rate of 6.25%.

This release contains forward looking statements within the meaning of securities laws. The word “will” 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 matters discussed in the “Risk Factors” section of St. Mary’s 2005 Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q 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-06-11

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