SecProbe.io

Mail Stop 4561

August 21, 2007

By U.S. Mail and facsimile to (303) 861-0934

Anthony J. Best
President and Chief Executive Officer
St. Mary Land & Exploration Company
1776 Lincoln Street, Suite 700
Denver, CO 80203

Re:  St. Mary Land & Exploration Company
 Definitive Proxy Statement on Schedule 14A
 Filed April 10, 2007
 File No. 001-31539

Dear Mr. Best:

We have limited our review of your definitive proxy statement to your executive
compensation and other related disclosure a nd have the following comments.  Our review
of your filing is part of the Division’s focused review of executive compensation
disclosure.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call me at the telephone number listed at the e nd of this letter.

 In some comments we have asked you to provide us with additional information so we may better understand your disclosure.  Pl ease do so within the time frame set forth
below.  You should comply with the remain ing comments in all future filings, as
applicable.  Please confirm in writing that you will do so and also explain to us how you
intend to comply.  Please unders tand that after ou r review of all of your responses, we
may raise additional comments.

Anthony J. Best
St. Mary Land & Exploration August 21, 2007 Page - 2 -

 If you disagree with any of these commen ts, we will consider your explanation as
to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.

Director Compensation, page 8
1. Include a footnote describing all assumptions made in the valuation of the stock
awards granted to your directors by refere nce to a discussion of  those assumptions
in the footnotes to your financial statements included in your annual report on
Form 10-K.  See the instruct ion to Item 402(k), indicati ng that the in struction to
402(c)(2)(v) and (vi) applie s equally to Item 402(k).
2. Disclose the aggregate nu mber of stock awards and the aggregate number of
option awards outstanding at fiscal year end held by each of those directors, as
required in the Instruction to Item 402(k)(2)(i ii) and (iv).
3. Refer to the continuation of compensation to Mr. Hellerstein in his new capacity
as non-executive Chairman of the Board.  Revise your discussion to address the
manner in which you determined the compensation levels for his new role.  See Item 402(b)(1)(v) of Regulation S-K.
Compensation Discussion & Analysis, page 9
4. Refer to the disclosure indicating the use of a “scorecard” to determine or adjust
the compensation awarded to an executive officer.  Please define key terms when first used.
Objective of the Company’s Compensation Program, page 10
5. The extent to which the committee engages consultants, advisors, or counsel to
assist in fulfilling its responsibilities a nd duties is not clear.  If the committee or
management retained consultants to assi st with establishing compensation, please
provide the full information set forth in  paragraph (e)(3)(ii i) of Item 407 of
Regulation S-K.
Base Salary, page 11
6. Please identify the companies that comp rise the peer group against which you
benchmark compensation.  Refer to Item 402(b)(2)(xiv) of Regulation S-K.  If
you have benchmarked different elements of your compensation against a subset
of the peer group or a different group of comparator, please identify the companies that comprise each group.  In addition, please disclose the actual percentiles for total 2006 compensation and each benchmarked element of
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Anthony J. Best
St. Mary Land & Exploration August 21, 2007 Page - 3 -

compensation.  This includes a discussion of where you target each element of
compensation against the comparator companies and where actual payments fall
within targeted parameters.  To the ex tent actual compensation was outside a
targeted percentile range, please explain why.
Cash Bonus Plan, page 12
7. Please provide additional analysis ab out how you determine the amount of
compensation paid under the Cash Bonus Plan, the Restricted Stock Plan, and the Net Profits Interest Bonus Plan.  See Item  402(b)(1)(v) of Regulation S-K.  To the
extent practicable, please avoid disclo sure that merely provides general
descriptions of how the programs functi on.  Provide a more focused discussion
that not only sets forth the amount of compensation awarded under these plans but also provides substantive analysis and insight into how the committee determined
the specific payout amounts.  Provide a co mplete analysis of the extent to which
target or maximum levels of perf ormance goals were achieved and how
achievement of the various corporate perf ormance objectives and individual goals
resulted in specific payouts under the plans.   Ensure that your disclosure contains
appropriate analysis of the specific fact ors the committee considered in approving
particular pieces of each named executive officers’ compensation package and that you describe the reasons why the committee believes that the amounts paid are appropriate in light of the various items it considered.  Refer to Item 402(b)(1)(v) of Regulation S-K.
8. You provide little discussion and analysis of the effect of i ndividual performance
on incentive compensation despite disclosure  suggesting it is a significant factor
considered by the committee.  Please pr ovide additional deta il and analysis of
how individual performance contributed to actual 2006 compensation for the named executive officers.  For example, disclose the elements of individual performance, both quantitative and qualit ative, and specific contributions the
committee considered in its  evaluation, and if appli cable, how you weighted and
factored them into specific compensation decisions.  Also expand your discussion
and analysis of the factors the committ ee considered in establishing personal
objectives for Mr. Hellerstein.  See Item 402(b)(2)(vii) of Regulation S-K.
9. You have not provided quantitative disc losure of the necessary targets or
performance objectives to be achieved in order for your executive officers to earn
their incentive compensati on in 2006 and 2007.  Please disclose the specific
targets and how you structure your incen tive awards around th em.  See Item
402(b)(2)(v) of Regulation S-K.  Please note that qualitative goals generally need
to be presented to conform to the requir ements of 402(b)(2)(v).  To the extent you
believe that disclosure of the targets is  not required because it would result in
competitive harm such that you may omit th e targets under Instruction 4 to Item
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Anthony J. Best
St. Mary Land & Exploration August 21, 2007 Page - 4 -

402(b) of Regulation S-K, please provide  a detailed supplemental analysis
supporting your conclusion and discuss how difficult it will be for you to achieve
the target levels or other factors.  To this extent, please provide disclosure that
contains appropriate insight into the f actors the committee considered in setting
performance-related objectives.  Please  see Instruction 4 to Item 402(b) of
Regulation S-K.
10. You state that although the 10% change in  net asset value ta rget was not met you
still awarded bonus amounts in light of ot her operational achievements referenced
in the last sentence on pa ge 12.  Please clarify whether any of the operational
achievements so referenced were actu al operational targets that were pre-
established for the fiscal year 2006.
11. You state that in evaluating the change in net asset value, the “measurement
system is designed to be partially isolated  from the effects of commodity price.”
Please clarify your statement by explaining concisely the relevance of commodity
price increases to the meas urement system as well as to compensation that you
awarded under the program.  For example, indicate whether this inability to
isolate commodity price increases coul d result in bonus pa yments that are
principally based on drastic changes in commodity price versus actual improvements in performance.  Further,  given the significance of change in
commodity prices in recent years, pleas e provide discussion of the degree to
which commodity price changes, as opposed  to relative performance against a
peer group, impacted the compensation you awarded.  See Item 402(b)(1)(v) of
Regulation S-K.
12. Revise the Compensation Discussion and Anal ysis to capture material differences
in compensation policies with respect to individual named executive officers.  We refer you to Section II.B.1 of Commission Release No. 33-8732A.  In this regard,
we note a significant disparity in Mr. He llerstein’s the salary and the amount
awarded to him under the non-equity incentive plan relative to Messrs. Pharo, Honeyfield and Nance.  In addition, it is not apparent what duties Mr. Best
performed during 2006 that contributed to th e base salary he earned.  Here, refer
to Mr. Best’s cash bonus relative to the other named executive officers, including
Mr. Hellerstein.  Provide a more detailed discussion of how and why the compensation of your highest-paid named ex ecutive officers differs from that of
the other named executive officers.  If policies or decisions relating to a named executive officer are materially different than the other officers, please discuss on
an individualized basis.

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Anthony J. Best
St. Mary Land & Exploration August 21, 2007 Page - 5 -

Net Profits Interest Bonus Plan, page 14
13. Please clarify how you determine individua l participation by reference to the
participation levels of each of the named executive officers and the percentage of
pools relative to the total, in which they are participants.  Describe who
determines whether an individual will be a llowed to participate in a given pool in
a given year and whether certain level executive officers will always be allowed to participate in each pool that is opened.
Summary Compensation Table, page 18
14. Disclose all assumptions made in the va luation of awards in the stock awards
columns of the table by reference to a discussion of those assumptions in your
financial statements, footnotes to the financial statements, or discussion in
management’s discussion and analysis.  See Instruction 1 to Item 402(c)(2)(v) and
(vi).
Grants of Plan-Based Awards, page 19
15. Please clarify whether restri cted stock awards are divi dend eligible.  See Item
402(e) of Regulation S-K.
Outstanding Equity Awards at Fiscal Year End, page 20
16. As set forth in Instruction 2 to Item 402(f)(2) of Regul ation S-K, please disclose
by footnote the vesting dates of options, shar es of stock and equity incentive plan
awards held at fiscal-year end.

Employment Agreements and Termination of Employment, page 23
17. You have not provided the quantitativ e data required by Item 402(j)(2) of
Regulation S-K for each named executive o fficer.  In addition to the quantitative
information required, in the Compensa tion Discussion and Analysis, please
describe and explain how the appropriate payment and benefit levels are determined under the various circumstances that trigger payments or provision of
benefits under the employment agreements and change of control arrangements.
See paragraphs (b)(1)(v) and (j)(3) of Item 402 of Regulation S-K.  Also discuss how these arrangements fit in to your overall compensati on objectives and affect
the decisions you made regarding other co mpensation elements and the rationale
for decisions made in connection with these arrangements.

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Anthony J. Best
St. Mary Land & Exploration August 21, 2007 Page - 6 -

Certain Relationships and Re lated Transactions, page 27
18. Provide the disclosure required by Item 404(b) of Regulation S-K.

 Please respond to our comments by September 21, 2007, or tell us by that time
when you will provide us with a response.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.

 When you respond 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 disclo sure in response to comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to comments.

Please contact me at (202) 551-3757 with any questions.

Sincerely,

Mellissa Campbell Duru
Attorney Advisor

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