SecProbe.io

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									April 14, 2005

Via facsimile and U.S. Mail

Mr. David Honeyfield
Vice President - Finance, Secretary, & Treasurer
St. Mary Land & Exploration Company
1776 Lincoln Street, Suite 700
Denver, Colorado  80203

	Re:	St. Mary Land & Exploration Company
		Preliminary Proxy Materials on Schedule 14A filed April
1,
2005				File No. 1-31539

Dear Mr. Honeyfield:

	We have reviewed your preliminary proxy materials and have
the
following comments.  Where indicated, we think you should revise
your
document in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comment or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General

1. In your amended proxy materials, provide all the information
currently omitted.  In that regard, see page 19 under the
subheading
"Other Matters To Be Voted Upon."

Equity Compensation Plans, page 16

2. As you provide the information relating to your equity
compensation plans approved by stockholders, balance your
disclosure
and identify whether you have any equity compensation plans not
approved by stockholders.  If you do not, so state.  See Item
201(d)
of Regulation S-K for guidance.

Amendment to Certificate of Incorporation to Increase the Total
Number..., page 19

3. We note your discussion of the 2-for-1 stock split on March 21,
2005.  It appears from your disclosure that you have effectuated
the
stock split and issued the shares to shareholders.  If you have
not
effectuated the stock split, and with a view towards additional
disclosure, tell us whether you currently have enough shares
authorized to complete the 2-for-1 stock split if the proposal is
not
approved by shareholders.

4. We note your disclosure that you would like to increase the
number
of authorized shares of your common stock to provide you with
available shares to pursue future transactions, such as the
acquisition of future oil and gas properties or to raise cash
through
an equity issuance.  Do you have any current plans, proposals or
arrangements, written or otherwise to engage in any business or
investment opportunity at this time?  If so, please disclose and
if
not, please state that you have no such plans, proposals or
arrangements written or otherwise at this time.

Closing Comments

      File revised proxy materials as necessary and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      Please contact Melinda Kramer at (202) 942-1938 or, in her
absence, Tangela Richter, Branch Chief, at (202) 942-1837, with
any
other questions.  Address all correspondence to mail-stop 04-05.

								Sincerely,

								H. Roger Schwall
								Assistant Director

CC:	Melinda Kramer

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St. Mary Land & Exploration Company
April 14, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

         DIVISION OF
CORPORATION FINANCE

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