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CORRESP
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filename1.htm

    commentltr_011408.htm

    Via
      EDGAR and Facsimile – 202.772.9368

    January
      14, 2008

    Ms.
      Carmen Moncada-Terry

    Attorney
      Advisor

    Division
      of Corporation Finance

    U.S.
      Securities and Exchange Commission

    100
      F
      St., N.E., Mail Stop 4561

    Washington,
      DC  20549

    Re:          St.
      Mary Land & Exploration Company

    Definitive
      Proxy Statement on Schedule
      14A

    Filed
      April 10, 2007

    File
      No. 001-31539

    Dear
      Ms.
      Moncada-Terry:

    On
      behalf
      of St. Mary Land & Exploration Company (the “Company”), submitted below is
      the Company’s response to the comment of the staff (the “Staff”) of the
      Securities and Exchange Commission (the “Commission”) set forth in the
      Commission’s letter dated December 14, 2007, regarding the above-referenced
      filing.  For your convenience, we have reproduced the comment below in
      bold text and incorporated our response in normal text below the
      comment.

    Net
      Profits Interest Bonus Plan, page 14

              1.

              You
                note that the Compensation Committee may adjust the participation
                percentages assigned to the individuals identified in your response
                and
                that this may result in an individual being assigned a zero participation
                percentage.  Please discuss the circumstances in which the
                Compensation Committee may decide to make upward or downward adjustments
                to the percentage of participation, and specify whether the participation
                percentage of any of the named executive officers has been
                adjusted.

    Response

    Supplementally,
      we inform the Staff that there were no significant upward or downward
      adjustments to the calculated participation percentages for the named executive
      officers in the 2007 Proxy Statement.  Please be aware that the
      percentage participation of an individual in a particular Net Profits Interest
      Bonus Plan (”NPP”) pool year (“NPP Pool”) is not determinable until after the
      year end and the number of participants is known to the Company.  As a
      result, the percentage participation for our named executive officers varies
      each year based on the calculations described in the excerpt presented
      below.

          Ms.
            Carmen Moncada-Terry

          U.S.
            Securities and Exchange Commission

          January
            14, 2008

          Page
            2

    We
      believe that the two items reproduced below from our supplemental and proposed
      prospective disclosure provided on pages 13 and 14 of our response letter dated
      September 19, 2007, include sufficient additional information regarding the
      determination of the participation percentages for our named executive
      officers.

    “The
      participation in a pool is determined based on a combination of each
      participant’s relative weighted salary, performance of the region, and the
      capital intensity attributed to the region in which an individual
      works.”

    “Consistent
      with the reasoning for the amount of the equity bonus component of compensation
      for selected individuals, the NPP is designed to reflect that senior management
      is primarily responsible for the profitable operations and investments of the
      Company.  Accordingly, the relative weighted salaries of the President
      and Chief Executive Officer, and the Executive Vice President and Chief
      Operating Officer, are 100 percent of their actual base salaries and the
      relative weighted salaries of all other executive officers are two-thirds of
      actual base salaries.”

    To
      the
      extent there are adjustments by the Compensation Committee that occur in a
      future period, we will ensure that they are adequately disclosed.  In
      connection therewith, it should be noted that, as disclosed by the Company
      in a
      Form 8-K filed on December 21, 2007, the 2007 NPP Pool will be the last pool
      established by the Company.

    As
      further supplemental information, although the proposed prospective disclosure
      states that adjustments can result in a zero participation percentage, in fact
      only non-officer level employees have been reduced to zero in recent years.
      Historically, these cases have been the result of situations where an eligible
      employee’s individual performance has not warranted making a participation grant
      in a particular pool year.  However, since this possibility exists for
      named executive officers if the Compensation Committee determines it to be
      appropriate, it was included simply to be fulsome in the
      disclosure.  To the extent that these or other circumstances may
      result in the Compensation Committee deciding to make adjustments to an NPP
      Pool
      participation percentage for a named executive officer in a manner different
      from the proposed prospective disclosure in the upcoming Proxy Statement,
      appropriate discussion will be included in the document.

          Ms.
            Carmen Moncada-Terry

          U.S.
            Securities and Exchange Commission

          January
            14, 2008

          Page
            3

    Closing
      Comments

    In
      connection with our response to the Staff’s comment, the Company acknowledges
      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.

    Thank
      you
      for your consideration of our explanations and our proposal to enhance future
      disclosures.

    Please
      contact me at (303) 863-4334 with any further questions.

    Sincerely,

    /s/
      DAVID W. HONEYFIELD

    David
      W.
      Honeyfield

    Senior
      Vice President – Chief Financial Officer & Secretary

    cc:           Barbara
      M. Baumann, Chairperson of the Compensation Committee of the

    St. Mary
      Land & Exploration
      Company Board of Directors