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    december21commentletter.htm

    Via
      EDGAR and U.S. Mail

    December
      21, 2007

    Mr.
      H.
      Roger Schwall

    Assistant
      Director

    Division
      of Corporation Finance

    U.S.
      Securities and Exchange Commission

    100
      F
      Street, N.E., Mailstop 7010

    Washington,
      DC  20549 - 7010

    Re:           St.
      Mary Land & Exploration Company

     Form
      10-K/A for the Fiscal Year
      Ended December 31, 2006

     File
      No.
      1-31539

    Dear
      Mr.
      Schwall:

      Please
        find our response to the comments of the staff (the “Staff”) of the Securities
        and Exchange Commission regarding the above-referenced filing as set forth
        in
        your letter dated November 27, 2007, which we received on December 3,
        2007.  As a courtesy, we have reproduced the applicable portion of the
        letter in our responses.  The comments are in bold text and our
        responses are incorporated within the document in normal
        text:

    Form
      10-K for the year ended December 31, 2006

    General

              1.

              Make
                corresponding changes to all related disclosure in your Form 10-K
                and
                other Exchange Act filings, as appropriate.  This will eliminate
                the need for us to repeat comments for any corresponding disclosure
                that
                appears elsewhere in the Form 10-K or in your filings on Form 10-Q,
                for
                example.

    We
      believe that the responses in this letter are sufficient to respond to the
      Staff’s comments.  We do not believe that any amendments to historical
      filings are necessary and accordingly, we respectfully request that the Staff
      accept our proposal to include in future filings disclosure which reflects
      our
      responses where supplemental or clarifying or discussion might be helpful and
      appropriate.

      Mr.
        H.
        Roger Schwall

      U.S.
        Securities and Exchange Commission

      December
        21, 2007

      Page
        2

    Properties
      – page 23

              2.

              We
                note that the following comment was issued with regard to your Form
                10-K
                for the year ended December 31, 2005.  In response to our
                comment, you indicated that you would comply with disclosure requirements
                in future filings.  Please revise your filing to comply with
                this earlier comment, or tell us how your current disclosure
                complies.

    With
      regard to your disclosure of “PV-10 value,” “Reserve replacement – including
      sales,” and “Reserve replacement – excluding sales” on page 24 and elsewhere in
      your filing, please note that we consider these to be non-GAAP
      measures.  As such, they must be accompanied by the appropriate
      disclosure required by Regulation S-K, Item 10(e).  Your disclosure
      should include, among other things, a reconciliation to the most directly
      comparable GAAP measure.  In the case of “PV-10 value,” we consider
      the standardized measure of future net discounted cash flows, as set forth
      in
      paragraph 30 of SFAS 69, to be the most directly comparable GAAP
      measure.

      Please
        note that we have previously responded to this comment in a response letter
        dated May 17, 2006.  In addition, we specifically discussed elements
        of the reserve replacement disclosure with Mr. H. Roger Schwall and Mr. James
        Murphy of the Staff on April 11 and 12, 2005, in connection with the response
        to
        the Staff’s comment letter dated March 24, 2005, with respect to our 2004 Form
        10-K, and we believed that we had resolved the Staff’s desired form of
        disclosure of such items through changes made to the presentation of such
        items
        in the 2005 and 2006 Form 10-Ks.  We believed at the time we had
        adequately addressed the Staff’s concerns and had agreed with the Staff as to
        the benefit of our disclosures related to these non-GAAP measures.  We
        further understood from discussions with Mr. Schwall, that the disclosure
        was
        helpful and appropriate in explaining our belief as to the importance of
        these
        measures to the users of financial statements.  We documented the
        agreed conclusions from the aforementioned telephone conversation in a letter
        dated April 27, 2005, which was addressed to Mr. Murphy as well as the
        aforementioned response letter dated May 17, 2006, addressed to Mr.
        Schwall.

      Our
        compliance with the agreed upon disclosures is integrated into the Form 10-K/A
        within a framework where each section supports another, accordingly, we have
        disclosed in a variety of locations how the calculations work, why we believe
        these measures are relevant and how they are useful to a reader.  Our
        view is that the Form 10-K document would be unnecessarily redundant if we
        included the descriptive nature and justification for using these measures
        at
        each place in the document they are used.

        Mr.
          H.
          Roger Schwall

        U.S.
          Securities and Exchange Commission

        December
          21, 2007

        Page
          3

      As
        to the
        reconciliation of the PV-10 value disclosure, we have a definition of this
        measure on page 13 of our Form 10-K/A.  The definition describes that
        it is being used as an “indicative representation of the relative value of the
        Company” so that it can be used as a comparison to other
        companies.  As set forth on page 29 in the Reserves section,
        we are not using this measure in lieu of the standardized measure of discounted
        future net cash flows; rather we are using it in addition to this GAAP defined
        measure.  We do recognize the requirement of Regulation S-K, Item
        10(e)(1)(i)(B) and note that St. Mary inadvertently omitted a tabular
        presentation as a footnote to the Reserves section on page 29 that presents
        the
        reconciliation between the PV-10 value measure and the standardized
        measure.  We do not believe that the presentation in our Form 10-K/A,
        as it currently is presented, is misleading or would cause a reader to
        misunderstand St. Mary’s business, oil and gas reserves, asset base, financial
        position or results of operations.  Accordingly, we do not believe
        that an amendment to the 2006 Form 10-K/A is necessary and we will undertake
        to
        include the tabular presentation and reconciliation in future Form 10-K filings
        as presented in the following format.  The information below is only
        for 2006, however, in the actual filings we will include information for
        all
        years required.

                  (in
                    thousands)

                  Standardized
                    measure of discounted future net cash flows

                $

                  1,576,437

                  Addback:  10
                    percent annual discount, net of income taxes

                  1,238,308

                  Addback:  Future
                    income taxes

                  1,125,955

                  Undiscounted
                    future net cash flows

                  3,940,700

                  Less:  10
                    percent annual discount without tax effect

                (1,783,251
                )

                  PV-10
                    Value

                  2,157,449

Since
        there is no “most directly comparable GAAP measure” of reserve replacement,
        there is not any reconciliation deemed necessary.  We do however refer
        to our disclosure on page 40 of the MD&A as to how management uses the
        measures and the glossary definitions on page 13 as to the definitions and
        description of the manner in which the calculations can be
        re-performed.  Each of these topics is discussed more fully later in
        this letter.

              With
                regard to your reserve replacement measures,
                please:

              ·

              Describe
                how the ratios are calculated.  We would expect the information
                used to calculate these ratios to be derived directly from the line
                items
                disclosed in the reconciliation of beginning and ending proved reserve
                quantities, which is required to be disclosed by paragraph 11 of
                SFAS
                69.

      Page
        13 –
Within the Glossary section of the Form 10-K/A, the definitions of PV-10
        value, Reserve replacement percentage – excluding sales and
Reserve replacement

          Mr.
            H.
            Roger Schwall

          U.S.
            Securities and Exchange Commission

          December
            21, 2007

          Page
            4

        percentage
          – including sales is provided to readers of the document. Specific to the
          definition of PV-10 value, we include the statement that this amount
          specifically excludes  the effect of income taxes and go on to further
          state that this measure “provides an indicative representation of the relative
          value of the Company on a comparative basis to other companies and from
          period
          to period.”  As to the reserve replacement definitions, you will note
          that the definitions on page 13 of our Form 10-K/A explicitly state that
          these
          measures are non-GAAP measures and go on to state our belief as to the
          comparability that such measures provide and our belief as to the widely
          utilized and understood nature of these measures within our
          industry.  Included in the definitions are precise directions for
          recalculating the reserve replacement numbers from the detail line items
          in the
          oil and gas volume disclosures in Note 12 of the Notes to Consolidated
          Financial
          Statements on page F-36.

              ·

              Identify
                the status of the proved reserves that have been added (e.g., proved
                developed vs. proved undeveloped).  It is not appropriate to
                calculate these ratios
                using:

o  non-proved
      reserve quantities; or,

    We
      confirm to the Staff that all of the reserves added are proved and therefore
      the
      calculations do not include any unproved reserves.  As to the status
      of the reserves added, we did include a brief discussion at the bottom of page
      15 in the section titled The actual quantities and present value of our
      proved oil and gas reserves may be less than we have estimated, that
      delineate the composition of our proved developed producing reserves, our proved
      developed non-producing reserves, and our proved undeveloped
      reserves.

          o  proved
      reserve additions that include both proved reserve additions attributable to
      consolidated entities and investments accounted for using the equity
      method.

      We
        confirm that all of our oil and gas reserves are owned by 100 percent owned
        subsidiaries or directly by the parent entity.  As a result, 100
        percent of the change in reserves is attributed to our net working and revenue
        interests.  We also note for the Staff’s understanding that St. Mary
        has fully consolidated each of its subsidiaries that own oil and gas producing
        properties and that it does not have any ownership structures that would
        provide
        for any percentage of reserves from entities using the equity method of
        accounting.  Accordingly, the reserve replacement metrics can be
        calculated directly from the line items in the oil and gas disclosures on
        page
        F-36 as described previously.

              ·

              Identify
                the reasons why proved reserves were
                added.

          o  The
      reconciliation of beginning and ending proved reserves, referred to above,
      includes several line items that could be identified as potential sources of
      proved reserve additions.  Explain to investors the nature of the
      reserve additions, and whether or not the historical sources of reserve
      additions are expected to continue, and the extent to which external factors
      outside of managements’ control impact the amount of reserve additions from that
      source from period to period.

          Mr.
            H.
            Roger Schwall

          U.S.
            Securities and Exchange Commission

          December
            21, 2007

          Page
            5

        On
          page 2
          of the Form 10-K/A we include in the Business section a description of
          the
          resulting percentage measures associated with reserve replacement in the
          context
          of how our reserves had changed during the year, as well as what components
          of
          our reserve replacement from organic drilling operations and from
          acquisitions.  Included in this section is relevant discussion of
          where the largest reserve additions were to the Company.  These
          measures also address common questions asked by analysts and are used in
          the
          assessment of Company performance.  It is not possible to predict if
          the reserve additions will continue, consistent with our disclosure in
          the risk
          factors section of the document.  On pages 44 and 45 of our Form
          10-K/A we provide detailed disclosure of our capital investment budget
          for 2007
          by region, with indicative descriptions of where the emphasis of the investment
          will be throughout the Company.  Additionally, we describe the pricing
          assumptions utilized to build the capital investment budget and the manner
          in
          which we intend to monitor the ongoing program.  As we refer to in
          other aspects of our response, the risk factors add additional information
          as to
          some of the external factors outside of management’s control that have the
          ability to impact the amount of reserve additions from future
          activity.

              ·

              Explain
                the nature of and the extent to which uncertainties still exist with
                respect to newly discovered reserves, including but not limited to
                regulatory approval, changes in oil and gas prices, and the availability
                of additional development capital and the installation of additional
                infrastructure.

      With
        regard to disclosure as to uncertainties about reserve additions we refer
        the
        Staff to our existing risk factors disclosures.   The risks
        described are representative to the industry as a whole and we have refined
        our
        disclosures to address those situations that are most relevant and specific
        to
        St. Mary.

                ·

                Page
                  15 – If we are not able to replace reserves, we will not be able
                  to
                  sustain production;

                ·

                Page
                  15 – The actual quantities and present value of our proved oil
                  and gas