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Via
EDGAR, U.S. Mail and Facsimile to 202.772.9368

September 19, 2007

Ms. Mellissa Campbell Duru

Attorney Advisor

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, 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. Duru:

On behalf of
St. Mary Land & Exploration Company (the “Company”), submitted below
are the Company’s responses to the comments of the staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) set forth in the
Commission’s letter dated August 21, 2007, regarding the above-referenced
filing.  For your convenience, we have
reproduced the comments below in bold text and incorporated our responses in
normal text below each comment.

Director Compensation, page 8

1.              Include a footnote
describing all assumptions made in the valuation of the stock awards granted to
your directors by reference to a discussion of those assumptions in the
footnotes to your financial statements included in your annual report on Form
10-K.  See the instruction to Item
402(k), indicating that the instruction to 402(c)(2)(v) and (vi) applies
equally to Item 402(k).

Response:

In future filings we will
include a footnote describing the assumptions made in the valuation of the
stock awards and option awards granted to our directors by reference to a
discussion of those assumptions in the footnotes of our financial

statements in our annual
report on Form 10-K.  The proposed
text for such footnote is set forth below in our response to Comment No. 2.

2.              Disclose the
aggregate number 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)(iii) and (iv).

Response:

In future filings we will include the appropriate footnote disclosure
of the aggregate number of stock awards, restricted stock units, and stock
option awards outstanding as of the end of our fiscal year that are held by
each of the non-employee directors.

In future filings, we
will revise our disclosure consistent with the following sample disclosure:

“Each of the non-employee
directors, with the exception of Mr. Quintana, was issued 4,346 restricted
shares of St. Mary common stock in conjunction with such director’s election to
the Board on May 17, 2006.  The
restricted shares vest over the annual service period for the Board and carry
an additional one year restriction beyond the date of vesting.  Mr. Quintana was appointed to the Board
on July 6, 2006, and was granted a prorated award of 3,751 shares that
vest over the remaining Board service period and carry the same restriction provision
of one year beyond vesting.  The general
methodology used for determining the fair value of these awards is described in
Note 7 of the Notes to Consolidated Financial Statements included in the
Company’s Annual Report on Form 10-K/A for the fiscal year ended
December 31, 2006.  Specifically,
the Company assumed a risk free rate of 5 percent, a volatility factor of the
expected market price of the Company’s common stock of 40 percent, and an
expected life of the award of one year beyond the time the award was earned.

As of December 31,
2006, Ms. Baumann, Mr. Bickle, Mr. Congdon, Mr. Gardiner,
Mr. Seidl, and Mr. Sullivan each held 6,667 shares of restricted
stock that had been issued to them over their years of service.  Mr. Quintana held 3,751 shares of
restricted stock, which was his prorated service award when he was appointed to
the Board on July 6, 2006.
Dividends are paid on these issued and outstanding shares.  Additionally, each of the non-employee
directors, except for Mr. Quintana, held 3,139 restricted stock units,
which are not credited with dividend equivalents and which do not pay or accrue
dividends until such time as the underlying shares are issued in settlement of
the restricted stock units.

For the year ended
December 31, 2006, no stock options were issued to directors.  As of December 31, 2006, the
non-employee directors held the following number of stock options:
Ms. Baumann – 47,666, Mr. Bickle – 48,566, Mr. Congdon –

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70,622, Mr. Gardiner –
63,172, Mr. Seidl – 21,200, and Mr. Sullivan – 9,772.  All such options are fully vested. Mr. Quintana
does not hold any outstanding stock options.
These options described above are cumulative unexercised options granted
to the directors over their years of service to the Company.”

The foregoing proposed
disclosure for future filings will, as will the other proposed disclosures for
future filings set forth in this letter, be revised to reflect actual events
and amounts in future periods which are the subject of such disclosures.

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.

Response:

In future proxy filings,
we will disclose the manner in which the Compensation Committee of the Board of
Directors determined the incremental Board compensation level for
Mr. Hellerstein as the non-executive Chairman of the Board.

Such disclosure will be
consistent with the following sample disclosure:

“Mr. Hellerstein
became the non-executive Chairman of the Board concurrent with his retirement
as Chief Executive Officer on February 23, 2007.  The Compensation Committee, after
consultation with an external compensation consultant, determined that
Mr. Hellerstein will be paid an additional $100,000 in the initial year of
service as a non-employee Chairman of the Board, over the expected annual
service period for directors in 2007-2008 following election by the
stockholders in May 2007, beginning with the expiration of his employment
agreement on June 30, 2007.  The
payment made for the fiscal 2008 period will be prorated for the remainder of
the fiscal service period.  This payment
will be in the form of restricted stock and will be supplemental to the basic
non-employee director compensation.  The
responsibilities of the Chairman of the Board role were determined to be more
extensive than those of the non-chair directors.  Accordingly, it was decided that compensation
for such additional work load would be appropriate.  The Committee then obtained information from an
outside compensation consultant, Frederic W. Cook & Co., as to amounts
of incremental compensation for such services paid by other companies under
similar role transition circumstances.
After considering the information from Frederic W. Cook & Co.
and discussion among the members as to their experiences, the Compensation
Committee concluded that a fee of $100,000 for

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the 2007-2008
director service period was an appropriate level of additional compensation for
such a role in the year of transition.”

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.

Response:

We note that the term “scorecard” was first used on page 11 of the
2007 proxy statement and later defined on page 12.  In future filings we will undertake to define
such a key term when it is 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 and duties is not clear.
If the committee or management retained consultants to assist with
establishing compensation, please provide the full information set forth in paragraph
(e)(3)(iii) of Item 407 of Regulation S-K.

Response:

Supplementally, we inform the Staff that, except as referred to in our
response to Comment No. 3, we did not utilize the services of a
compensation consultant in the determination of executive compensation in
2006.  To the extent we do so in 2007 and
future periods, we will ensure that such a disclosure is presented in
accordance with Item 407(e)(3)(iii) for executive compensation.  Please note that the supplemental disclosure
provided in our response to Comment No. 3, includes information with
respect to our use of the compensation consultant Frederick W. Cook &
Co. and the manner in which the consultant was utilized in connection with
determining an element of compensation for our non-executive Chairman’s new
role in 2007.

Base Salary, page 11

6.              Please identify the
companies that comprise 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

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element of 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 extent actual compensation was outside
of targeted percentile range, please explain why.

Response:

In future filings we will
identify the companies that comprise the industry peer group against which we
benchmark compensation.  Such disclosure
will be consistent with the proposed sample disclosure set forth below.

In 2006, we made
subjective determinations of the appropriate salary and overall compensation
levels using the assimilated data examined.
No specific formula was utilized.
In the past, we have not benchmarked individual elements of our
compensation against a subset of the industry peer group or a different peer
group; rather, we have compared base and aggregate compensation for the
executive officers against the group as a whole.

Our 2007 proxy statement
disclosure indicated that we target base salary at the mid-point of the peer
group data with the belief that people interpret mid-point to be the 50th percentile.
We will expand our disclosures in the future to indicate the actual
percentile for total compensation for the applicable fiscal year and for each
benchmarked element of compensation, to the extent applicable.  In future filings we will also include a
discussion of whether our actual compensation payments were near the mid-point
target parameter and, if appropriate, we will discuss the reasons why such compensation
payments were substantially different from the mid-point target.

In future filings, we
will revise our base salary disclosure consistent with the following sample
disclosure:

“Base Salary—Base salary
is intended to provide a foundation of compensation that recognizes the level
of responsibility and authority of each individual executive.  The base salary is the driver of the other
components of incentive compensation.
Generally, the Chief Executive Officer makes recommendations to the
Committee for the executive management team, excluding himself.  The Committee then reviews these
recommendations together with the reasons underlying the recommendations.  In making base salary and total compensation
decisions, the Committee also takes into consideration published survey data
and publicly available data from an industry peer group.  The Company utilized data from the Effective
Compensation Incorporated (“ECI”) 2005 Oil and Gas E&P Industry
Compensation Survey together with peer group data that included the following
companies based on publicly available salary information.  The companies considered in the peer analysis
were Cabot Oil and Gas Corporation, Denbury Resources, Inc., Energen
Corporation, Forest

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Oil Corporation, Penn Virginia
Corporation, Plains Resources, Inc., and Pogo Producing Company. The peer
companies we consider are U.S. publicly traded companies in the oil and gas
exploration and production industry with similar market capitalization and total
stockholder return performance that is comparable with our own over three and
five year periods, and who compete against us for talented employees.  The selection of the peer companies involves
subjective determinations by the Compensation Committee to account for
similarity or differences in areas of operations and seeks to exclude companies
with multiple lines of business that may not be appropriate comparisons against
ourselves.

After considering the
recommendations from the Chief Executive Officer, the data from the
compensation survey, and data from the Company’s industry peer group, as well
as any information provided by an external consultant, if utilized, the
Committee determines the salaries for various executive positions.  The Committee evaluates similar attributes in
determining the compensation level of the Chief Executive Officer and is solely
responsible for determining the compensation for the Chief Executive
Officer.  In the determination of base
salary and total compensation, the Company targets base salary and total
compensation at approximately the 50th percentile of the survey and peer group data
selected.  The Company targets the 50th percentile for base salary because it enables
the Company to attract and retain talented executives and, when combined with
the incentive compensation programs, give such executives the opportunity to
earn greater total compensation based on the achievement of the Company’s goals
and objectives.”

Cash Bonus Plan, page 12

7.              Please provide
additional analysis about 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 disclosure that merely provides general
descriptions of how the programs function.
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 complete analysis of the extent to
which target or maximum levels of performance goals were achieved and how
achievement of the various corporate performance objectives and individual
goals resulted in specific payouts under the plans.  Ensure that your disclosure contains
appropriate analysis of the specific factors 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.

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Response:

This response also addresses elements of Comment Nos. 8, 9, 10,
and 11.

The disclosure on page 12 of our 2007 proxy statement outlines the
basic manner in which the cash bonus plan payment amounts are determined.  The disclosure speaks more generally as to
the manner in which the calculation functions.
There were some specific differentiation factors that contributed to the
differences in bonus percentages for our named executive officers, and we will
include in future filings a more specific discussion of payments made to our
executive officers.  The specific
insights as to the amounts used for the determination of the overall bonus have
been described in a manner consistent with the methodology employed by the
Compensation Committee.  We do maintain
the ability for the Compensation Committee to use business judgment in
evaluating performance that is supplemental to the analytical results of our
scorecard.

St. Mary’s incentive compensation payment scheme is linked to a
speci