SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   ___________


                                   FORM 8-K/A

                                 CURRENT REPORT

                PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                  For Event that Occurred on December 16, 1996


                                   __________


                         Commission File Number 0-20872

                       ST. MARY LAND & EXPLORATION COMPANY
             (Exact name of Registrant as specified in its charter)




                    Delaware                            41-0518430
         (State or other Jurisdiction      (I.R.S. Employer Identification No.)
       of incorporation or organization)



             1776 Lincoln Street, Suite 1100, Denver, Colorado 80203
            (Address of principal executive offices)       (Zip Code)




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






ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
 
On  December  16,  1996,  Chelsea  Corporation  ("Chelsea"),   a  wholly  owned,
second-tier   subsidiary   of  St.  Mary  Land  &   Exploration   Company   (the
"Registrant"), executed an Acquisition Agreement to sell its 18% interest in the
Anderman/Smith   International-Chernogorskoye   Partnership  (the   "Partnership
Interest") to Ural Petroleum Corporation ("UPC").

On February 12, 1997,  Chelsea  closed the sale and exchange of the  Partnership
Interest for net consideration of $17.2 million,  composed of cash, common stock
of UPC and an amount payable out of production.  In accordance with the terms of
the acquisition agreement,  Chelsea received cash consideration of $5.2 million,
$1.7  million  of UPC  common  stock and a  receivable  in the form of an amount
payable out of  production  of $10.3 million plus interest at 10% per annum from
the limited liability company formed to hold the Partnership  Interest.  Chelsea
may elect to convert all or a portion of its  receivable  into UPC common  stock
immediately prior to an initial public offering of such stock.



ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

     (a)  Financial Statements.

          No financial statements are required by Item 7(a).

     (b)  Pro Forma Financial Information.

          No pro forma financial information is required to be reported by Item
          7(b).

     (c)  Exhibit.

          The Acquisition Agreement between Chelsea Corporation, a wholly owned,
          second-tier   subsidiary  of  the   Registrant,   and  Ural  Petroleum
          Corporation is attached hereto as Exhibit 10.43. *


____________________
* Previously filed





                                   SIGNATURES


     Pursuant to the  requirements  of the  Securities and Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                     St. Mary Land & Exploration Company



February 18, 1997                    By  /s/  MARK A. HELLERSTEIN
                                         ------------------------          
                                         Mark A Hellerstein
                                         President and Chief Executive Officer
 

February 18, 1997                    By  /s/  RICHARD C. NORRIS
                                         ----------------------
                                         Richard C. Norris
                                         Vice President - Accounting and
                                         Administration and Chief Accounting
                                         Officer