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 SM Energy Company

 1700 Lincoln Street, Suite 3200

 Denver, Colorado 80203

 December 17, 2025

 VIA EDGAR

 Cheryl Brown

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Energy & Transportation

 100 F Street, NE

 Washington, D.C. 20549-3561

 Re: SM Energy Company

 Registration Statement on Form S-4, as amended

 File No. 333-291956

 Dear Ms. Brown:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended (the "Act"), SM Energy Company (the "Company") hereby requests acceleration
of the effective date of the above-referenced Registration Statement to 4:00 p.m., Eastern Time, on December 19, 2025, or as soon
thereafter as practicable, or at such other time as the Company or its outside counsel, Gibson, Dunn & Crutcher LLP, requests
by telephone that such Registration Statement be declared effective. In making this acceleration request, the Company acknowledges that
it is aware of its obligations under the Act.

 Please contact Robyn E. Zolman of Gibson, Dunn &
Crutcher LLP by telephone at (303) 298-5740 or via email at RZolman@gibsondunn.com as soon as the Registration Statement has been declared
effective, or if you have any other questions regarding this matter. We also respectfully request that a copy of the written order from
the Commission verifying the effective time of such Registration Statement be sent to Ms. Zolman via email at RZolman@gibsondunn.com.

 Sincerely,

 SM ENERGY COMPANY

 /s/
James Lebeck

 James Lebeck

 Executive Vice President – Corporate Development and
General Counsel

 cc: Robyn E. Zolman, Gibson, Dunn & Crutcher LLP

United States securities and exchange commission logo
September 22, 2022
Herbert S. Vogel
President and Chief Executive Officer
SM Energy Company
1700 Lincoln Street, Suite 3200
Denver, CO 80203
Re:SM Energy Company
Form 10-K for Fiscal Year Ended December 31, 2021
File No. 001-31539
Dear Mr. Vogel:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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September 14, 2022

Division of Corporation Finance
Office of Energy & Transportation
United States Securities and Exchange Commission

100 F Street, NE
Washington, D.C. 20549

Re:    SM Energy Company
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed February 25, 2022

Form 8-K, Filed February 24, 2022
File No. 001-31539

Dear Ladies and Gentlemen:

Set forth below are the responses of SM Energy Company, a Delaware corporation (the “Company,” “we,” or “our”), to further comments received from the staff of the Division of Corporation Finance, Office of Energy & Transportation (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated September 2, 2022, with respect to the review of the Company’s Form 10-K for the fiscal year ended December 31, 2021 filed with the Commission on February 25, 2022 (the “2021 Form 10-K”) and Form 8-K, filed with the Commission on February 24, 2022 (File No. 001-31539).

For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold text.

*    *    *    *    *    *

Form 10-K for Fiscal Year Ended December 31, 2021

Business and Properties

Reserves

Proved Undeveloped Reserves, page 13

1.We have read your response to comment 1 and note that a portion of the proved undeveloped reserves you added as extension and discoveries are associated with infill wells. Your discussion of the changes that occurred in total proved reserves, for the year ended December 31, 2021, also appears to indicate that a portion of the total proved reserves you added as extensions and discoveries are associated with infill wells.

United States Securities and Exchange Commission
September 14, 2022
Page 2

Please note the staff believes that changes in reserves associated with infill drilling should be categorized as revisions of previous estimates, rather than extensions and discoveries, based on the guidance in Rule 4-10(a)(14) of Regulation S-X and subparagraphs (a) and (d) of FASB ASC 932-235-50-5. Under this guidance, an extension well is a well drilled to extend the limits of a known reservoir and results in an extension of the proved acreage.

However, infill drilling locations are already located within the previously determined proved area and result in the recovery of known proved reserves. As a result, changes in reserves relating to such wells should be classified as revisions of previous estimates pursuant to the guidance in subparagraph (a) of FASB ASC 932-235-50-5. Please revise the classifications within your reserves reconciliations and the associated narratives accordingly.

Response:

In future filings, beginning with our Form 10-K for the fiscal year ended December 31, 2022, changes in reserves associated with infill drilling will be categorized as revisions of previous estimates rather than additions from extensions and discoveries pursuant to FASB ASC 932-235-50-5.  In our Supplemental Oil and Gas Information disclosures, infill reserves in an existing proved field will no longer be presented separately; rather, such reserves will be included in the revisions of previous estimates line item.  All years presented will be conformed to reflect this change in presentation.

Form 8-K Filed February 24, 2022

Exhibit 99.1

Adjusted Operating Margin Reconciliation, page 20

2.We have reviewed your response to prior comment 1. Please address the following:

•    Disclose how adjusted operating margin before the effects of derivative settlements is used by management and is useful to investors;

•    Disclose how adjusted operating margin including the effects of derivative settlements is used by management and is useful to investors;

•Disclose why you reconcile to an adjusted operating margin before the effects of derivative settlements and to adjusted operating margin including the effects of derivative settlements; and

•Reconcile from your GAAP measure to your non-GAAP measures of adjusted operating margin. Your current presentation places greater prominence on the non-GAAP measure and is inconsistent with Question 102.10 of the C&DI's on Non-GAAP Financial Measures.

Response:

In the future, beginning with our 3rd quarter 2022 earnings press release and related Form 8-K, we do not plan to present adjusted operating margin before the effects of derivative settlements or adjusted operating margin including the effects of derivative settlements.

United States Securities and Exchange Commission
September 14, 2022
Page 3

However, to the extent such measures are included in future disclosures, we will revise our presentation to reconcile from income (loss) from operations (GAAP) to the non-GAAP measures of adjusted operating margin, in order to place greater prominence on the most directly comparable GAAP measure and expand our disclosure as substantially reflected as follows:

“We present adjusted operating margin before the effect of derivative settlements because including the effects of derivative settlements reflects a measure that is most directly comparable to a traditional gross margin calculation, and we believe this measure provides management and the investment community an understanding of the Company’s recurring financial results of operations.  We present adjusted operating margin including the effects of derivative settlements because we believe this is useful to management and the investment community in understanding how commodity derivative settlements impact our average net price realized from recurring operations.”

3.Adjusted operating margin before the effects of derivative settlements and including the effects of derivative settlements appears to be a performance measure. Please tell us the following:

•How you view an adjusted operating margin that excludes operating expenses, such as, DD&A and asset retirement obligation accretions; and

•Why you exclude exploration costs and other operating expense, net from your non-GAAP measures of adjusted operating margin.

Response:

In the future, beginning with our 3rd quarter 2022 earnings press release and related Form 8-K, we do not plan to present adjusted operating margin before the effects of derivative settlements or adjusted operating margin including the effects of derivative settlements.

When we have provided these measures historically, it’s because our industry does not report a gross margin calculation similar to other industries, due to the fact that our industry does not record “Cost of Goods Sold” in our Consolidated Statement of Operations.  Accordingly, our intent in disclosing an adjusted operating margin is to align as closely as possible to “gross margin” as defined in the accounting standards codification. The term “gross margin” is defined in the master glossary of the accounting standards codification as, "[T]he excess of sales over cost of goods sold.  Gross margin does not consider all operating expenses." DD&A and asset retirement obligation accretions are expense estimates included within the calculation of income (loss) from operations which can, at times, be unpredictable.  These line items are excluded from the traditional gross margin calculation.  We believe that providing an adjusted operating margin that excludes these estimates is helpful to both management and investors as it increases comparability of our recurring operating results period-over-period and with peers.

We exclude exploration costs and other operating expense, net, from our non-GAAP measures of adjusted operating margin with the intent of aligning closely to gross margin because these expenses are not directly related to production volumes, are inherently unpredictable, and can impact comparability of our operating results period-over-period and with peers.

United States Securities and Exchange Commission
September 14, 2022
Page 4

*    *    *    *    *    *

Please contact Herbert S. Vogel, President and Chief Executive Officer, who can be reached at (303) 837-2447, A. Wade Pursell, Executive Vice President and Chief Financial Officer who can be reached at (303) 864-2555, or David W. Copeland, Executive Vice President and General Counsel, who can be reached at (432) 848-4912, if you should have any questions regarding the responses contained herein.

Very truly yours,

SM Energy Company

By: /s/ HERBERT S. VOGEL

Name: Herbert S. Vogel

Its: President and Chief Executive Officer

At: 1700 Lincoln Street, Suite 3200
Denver, CO 80203

cc: Sandra Wall, Petroleum Engineer

      John Hodgin, Petroleum Engineer

      Sondra Snyder, Senior Staff Accountant

      Gus Rodriguez, Accounting Branch Chief

      David W. Copeland, SM Energy Company

      Lucy Stark, Holland & Hart LLP

United States securities and exchange commission logo
September 2, 2022
Herbert S. Vogel
President and Chief Executive Officer
SM Energy Company
1700 Lincoln Street, Suite 3200
Denver, CO 80203
Re:SM Energy Company
Form 10-K for Fiscal Year Ended December 31, 2021
Filed February 25, 2022
Form 8-K, Filed February 24, 2022
Response dated July 22, 2022
File No. 001-31539
Dear Mr. Vogel:
            We have reviewed your July 22, 2022 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
July 13, 2022 letter.
Correspondence Dated July 22, 2022
Form 10-K for Fiscal Year Ended December 31, 2021
Business and Properties
Reserves
Proved Undeveloped Reserves, page 13
1.
We have read your response to comment 1 and note that a portion of the proved
undeveloped reserves you added as extension and discoveries are associated with infill
wells. Your discussion of the changes that occurred in total proved reserves, for the year
ended December 31, 2021, also appears to indicate that a portion of the total proved

 FirstName LastNameHerbert S. Vogel
 Comapany NameSM Energy Company
 September 2, 2022 Page 2
 FirstName LastNameHerbert S. Vogel
SM Energy Company
September 2, 2022
Page 2
reserves you added as extensions and discoveries are associated with infill wells.

Please note the staff believes that changes in reserves associated with infill drilling should
be categorized as revisions of previous estimates, rather than extensions and discoveries,
based on the guidance in Rule 4-10(a)(14) of Regulation S-X and subparagraphs (a) and
(d) of FASB ASC 932-235-50-5. Under this guidance, an extension well is a well drilled
to extend the limits of a known reservoir and results in an extension of the proved acreage.

However, infill drilling locations are already located within the previously determined
proved area and result in the recovery of known proved reserves. As a result, changes in
reserves relating to such wells should be classified as revisions of previous estimates
pursuant to the guidance in subparagraph (a) of FASB ASC 932-235-50-5. Please revise
the classifications within your reserves reconciliations and the associated narratives
accordingly.

Form 8-K, Filed February 24, 2022
Exhibit 99.1
Adjusted Operating Margin Reconciliation, page 20
2.We have reviewed your response to prior comment 1.  Please address the following:

•Disclose how adjusted operating margin before the effects of derivative settlements is
used by management and is useful to investors;
•Disclose how adjusted operating margin including the effects of derivative
settlements is used by management and is useful to investors;
•Disclose why you reconcile to an adjusted operating margin before the effects of
derivative settlements and to adjusted operating margin including the effects of
derivative settlements; and
•Reconcile from your GAAP measure to your non-GAAP measures of adjusted
operating margin.  Your current presentation places greater prominence on the non-
GAAP measure and is inconsistent with Question 102.10 of the C&DI's on Non-
GAAP Financial Measures.
3.Adjusted operating margin before the effects of derivative settlements and including the
effects of derivative settlements appears to be a performance measure.  Please tell us the
following:

•How you view an adjusted operating margin that excludes operating expenses, such
as, DD&A and asset retirement obligation accretions; and
•Why you exclude exploration costs and other operating expense, net from your non-
GAAP measures of adjusted operating margin.

 FirstName LastNameHerbert S. Vogel
 Comapany NameSM Energy Company
 September 2, 2022 Page 3
 FirstName LastName
Herbert S. Vogel
SM Energy Company
September 2, 2022
Page 3
            You may contact Sandra Wall, Petroleum Engineer at (202) 551-4727, or John Hodgin,
Petroleum Engineer, at (202) 551-3699 on engineering matters.  Please contact Sondra Snyder,
Senior Staff Accountant at (202) 551-3332 or Gus Rodriguez, Accounting Branch Chief, at (202)
551-3752 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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July 22, 2022

Division of Corporation Finance
Office of Energy & Transportation
United States Securities and Exchange Commission

100 F Street, NE
Washington, D.C. 20549

Re:    SM Energy Company
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed February 25, 2022

Form 8-K, Filed February 24, 2022
File No. 001-31539

Dear Ladies and Gentlemen:

Set forth below are the responses of SM Energy Company, a Delaware corporation (the “Company,” “we,” or “our”), to comments received from the staff of the Division of Corporation Finance, Office of Energy & Transportation (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated July 13, 2022, with respect to the review of the Company’s Form 10-K for the fiscal year ended December 31, 2021 filed with the Commission on February 25, 2022 (the “2021 Form 10-K”) and Form 8-K, filed with the Commission on February 24, 2022 (File No. 001-31539).

For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold text.

*    *    *    *    *    *

Form 10-K for the Fiscal Year Ended December 31, 2021

Business and Properties

Reserves

Proved Undeveloped Reserves, page 13

1.Please expand your discussion of the changes that occurred in your proved undeveloped reserves relating to extensions, discoveries and infill development, and revisions of the previous estimates to separately identify

United States Securities and Exchange Commission
July 22, 2022
Page 2

and quantify each material factor, including offsetting factors, that contributed to the change to comply with Item 1203(b) of Regulation S-K.

The disclosure of revisions in previous estimates of your proved undeveloped reserves in particular should identify the changes associated with individual factors, such as changes caused by commodity prices, costs, interest adjustments, well performance, unsuccessful and/or uneconomic proved undeveloped locations.

Your disclosure should clearly identify the source of the change and include an explanation relating to each of the items you identify. If two or more unrelated factors are combined to arrive at the overall change for an item, please separately identify and quantify each material factor so that the change in net reserve quantities between periods is fully explained.

Response:

Our 2021 Form 10-K disclosures on pages 13 and 14 discuss material changes to our estimated proved undeveloped (“PUD”) reserves volumes by factor, as required by Item 1203(b) of Regulation S-K.  Additionally, as it relates to additions from extensions, discoveries, and infill (which totaled 125.2 MMBOE in the aggregate), we disclosed the components of this change by operating area.  For the Staff’s perspective, of the 81.0 MMBOE of estimated PUD reserves additions disclosed for our South Texas asset, 71.5 MMBOE (88%) related to additions as a result of successful development of the Austin Chalk formation, which we discuss in summary form in our disclosures.  Further, 51.2 MMBOE of the 71.5 MMBOE (72%) of the Austin Chalk additions resulted from extensions.  Of the 44.2 MMBOE estimated PUD reserves additions recorded for our Midland Basin asset, 41.7 MMBOE (94%) related to infill development, which is disclosed in summary form in our disclosures.  We believe that the discussion of 2021 PUD additions from extensions, discoveries, and infill, as disclosed in our 2021 Form 10-K, comply with the requirements of Item 1203(b) of Regulation S-K.

Volumes associated with 2021 revisions of previous estimates are immaterial, both by individual factor and in the aggregate, in relation to our reported total estimated PUD reserves volumes and estimated PUD reserves volume changes between periods.  Total revisions of previous estimates are approximately 1.2% of total year-end 2020 estimated PUD reserves volumes and none of the individual factors comprising the total revisions of previous estimates amount of 2.1 MMBOE were greater than 1.5% of total year-end 2020 estimated PUD reserves volumes.  As both the total revisions of previous estimates and each of the individual components are immaterial, it was determined that no disclosure was necessary.

United States Securities and Exchange Commission
July 22, 2022
Page 3

Notes to Consolidated Financial Statements

Supplemental Oil and Gas Information (Unaudited)

Standardized Measure of Discounted Future Net Cash Flows, page 99

2.Please expand the presentation of the standardized measure to clarify, if true, that future cash flows take into account the estimated abandonment costs for the proved properties to comply with FASB ASC 932-235-50-36.

If the abandonment costs, including such costs related to proved undeveloped locations, have not been included for each of the periods presented, e.g. as of December 31, 2021, 2020 and 2019, please explain to us the rationale for excluding these costs from the calculation of the standardized measure.

Response:

As required by FASB ASC 932-235-50-36, the Company includes the estimated abandonment costs for its estimated proved developed and estimated proved undeveloped properties for all years presented.  In future filings, the Company will include a statement indicating that estimated abandonment costs are included in this calculation.

Form 8-K Filed February 24, 2022

Exhibit 99.1

Adjusted Operating Margin Reconciliation, page 20

3.We note you identified Adjusted operating margin (before the effects of derivative settlements) and Adjusted operating margin (including the effects of derivative settlements) as non-GAAP measures and reconciled these measures to your oil, gas and NGL revenues and also to income (loss) from operations for the three months ended December 31, 2021 and December 31, 2020.  Please tell us how you considered reconciling these measures to the most directly comparable GAAP measure, fully-loaded GAAP gross margin.  Refer to Item 10(e)(1)(i)(B) of Regulation S-K.

Response:

The term “gross margin” is defined in the master glossary of the accounting standards codification as, "[T]he excess of sales over cost of goods sold.  Gross margin does not consider all operating expenses."  We recognize that our industry does not report a gross margin value similar to other industries, as we do not record "Cost of Goods Sold" in our Consolidated Statement of Operations.  As such, we believe the reconciliation from oil, gas and NGL revenues to income (loss) from operations directs users of our financial data to the most directly comparable GAAP measures, as our adjusted operating margin measures closely align with financial results from recurring operations.  We believe our adjusted operating margin measures provide management and the investment community an understanding of the Company's recurring operating margin and are helpful when comparing period-over-period financial results and to peer company financial results.

United States Securities and Exchange Commission
July 22, 2022
Page 4

Because our financial statements do not include the traditional “Costs of Goods Sold” financial statement line item, we are unable to calculate and reconcile to gross margin.  Reconciling to other GAAP measures, such as net income, would not be as useful as the reconciliation would include items such as interest expense and income tax expense, which are considered non-operating costs rather than operating costs.  We believe that oil, gas and NGL revenues and income (loss) from operations are the most directly comparable GAAP measures and are consistent with the guidance provided in footnote 26 of the Staff’s adopting release for Regulation G (SEC Release No. 33-8176/34-47226), which states: “[We] believe that it is most appropriate to provide registrants with the flexibility to best make the determination as to which is the most directly comparable financial measure calculated and presented in accordance with GAAP.”

*    *    *    *    *    *

Please contact Herbert S. Vogel, President and Chief Executive Officer, who can be reached at (303) 837-2447, A. Wade Pursell, Executive Vice President and Chief Financial Officer who can be reached at (303) 864-2555, or David W. Copeland, Executive Vice President and General Counsel, who can be reached at (432) 848-4912, if you should have any questions regarding the responses contained herein.

Very truly yours,

SM Energy Company

By: /s/ HERBERT S. VOGEL

Name: Herbert S. Vogel

Its: President and Chief Executive Officer

At: 1700 Lincoln Street, Suite 3200
Denver, CO 80203

cc: Sandra Wall, Petroleum Engineer

    John Hodgin, Petroleum Engineer

    Sondra Snyder, Senior Staff Accountant

    Gus Rodriguez, Accounting Branch Chief

    David W. Copeland, SM Energy Company

    Lucy Stark, Holland & Hart LLP

United States securities and exchange commission logo
July 13, 2022
Herbert S. Vogel
President and Chief Executive Officer
SM Energy Company
1775 Sherman Street, Suite 1200
Denver, CO 80203
Re:SM Energy Company
Form 10-K for Fiscal Year Ended December 31, 2021
Filed February 25, 2022
Form 8-K, Filed February 24, 2022
File No. 001-31539
Dear Mr. Vogel:
            We have limited our review of your filings to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2021
Business and Properties
Reserves
Proved Undeveloped Reserves, page 13
1.Please expand your discussion of the changes that occurred in your proved undeveloped
reserves relating to extensions, discoveries and infill development, and revisions of the
previous estimates to separately identify and quantify each material factor, including
offsetting factors, that contributed to the change to comply with Item 1203(b) of
Regulation S-K.

The disclosure of revisions in previous estimates of your proved undeveloped reserves
in particular should identify the changes associated with individual factors, such as
changes caused by commodity prices, costs, interest adjustments, well performance,

 FirstName LastNameHerbert S. Vogel
 Comapany NameSM Energy Company
 July 13, 2022 Page 2
 FirstName LastNameHerbert S. Vogel
SM Energy Company
July 13, 2022
Page 2
unsuccessful and/or uneconomic proved undeveloped locations.

Your disclosure should clearly identify the source of the change and include an
explanation relating to each of the items you identify. If two or more unrelated factors are
combined to arrive at the overall change for an item, please separately identify and
quantify each material factor so that the change in net reserve quantities between periods
is fully explained.
Notes to Consolidated Financial Statements
Supplemental Oil and Gas Information (Unaudited)
Standardized Measure of Discounted Future Net Cash Flows, page 99
2.Please expand the presentation of the standardized measure to clarify, if true, that future
cash flows take into account the estimated abandonment costs for the proved properties to
comply with FASB ASC 932-235-50-36.

If the abandonment costs, including such costs related to proved undeveloped locations,
have not been included for each of the periods presented, e.g. as of December 31, 2021,
2020 and 2019, please explain to us the rationale for excluding these costs from the
calculation of the standardized measure.
Form 8-K, Filed February 24, 2022
Exhibit 99.1
Adjusted Operating Margin Reconciliation, page 20
3.We note you identified Adjusted operating margin (before the effects of derivative
settlements) and Adjusted operating margin (including the effect of derivative settlements)
as non-GAAP measures and reconciled these measures to your oil, gas and NGL revenues
and also to income (loss) from operations for the three months ended December 31, 2021
and December 31, 2020.  Please tell us how you considered reconciling these measures to
the most directly comparable GAAP measure, fully-loaded GAAP gross margin.  Refer to
Item 10(e)(1)(i)(B) of Regulation S-K.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.

 FirstName LastNameHerbert S. Vogel
 Comapany NameSM Energy Company
 July 13, 2022 Page 3
 FirstName LastName
Herbert S. Vogel
SM Energy Company
July 13, 2022
Page 3
             You may contact Sandra Wall, Petroleum Engineer, at (202) 551-4727, or John
Hodgin, Petroleum Engineer, at (202) 551-3699 on engineering matters.  Please contact Sondra
Snyder, Senior Staff Accountant, at (202) 551-3332 or Gus Rodriguez, Accounting Branch
Chief, at (202) 551-3752 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

October 8, 2019
A. Wade Pursell
Chief Financial Officer
SM Energy Company
1775 Sherman Street, Suite 1200
Denver, Colorado 80203
Re:SM Energy Company
Form 10-K for Fiscal Year Ended December 31, 2018
Filed February 21, 2019
File No. 001-31539
Dear Mr. Pursell:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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CONFIDENTIAL TREATMENT REQUESTED BY SM ENERGY COMPANY.

CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN

OMITTED AND FILED SEPARATELY WITH THE COMMISSION.  CONFIDENTIAL

TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

September 24, 2019

Division of Corporation Finance
 Office of Natural Resources
 United States Securities and Exchange Commission
 100 F. Street, N.E.
 Washington, D.C. 20549

Re:                             SM Energy Company
 Form 10-K for the Fiscal Year Ended December 31, 2018
 Filed February 21, 2019
 File No. 001-31539

Dear Ladies and Gentlemen:

Set forth below are the responses of SM Energy Company, a Delaware corporation (the “Company,” “we,” “us” or “our”), to comments received from the staff of the Division of Corporation Finance, Office of Natural Resources (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated September 13, 2019, with respect to the review of the Company’s Form 10-K for the fiscal year ended December 31, 2018 (File No. 001-31539) filed with the Commission on February 21, 2019 (the “2018 Form 10-K”).

Pursuant to 17 C.F.R. § 200.83 (“Rule 83”), the Company requests confidential treatment from disclosure under the Freedom of Information Act or otherwise for portions of its responses to the Staff’s comments 1 and 2.  These responses are being provided to the Commission in their entirety in hard copy under separate cover along with the request for confidential treatment. If any request is made for disclosure of these items, we would appreciate being notified promptly, so that we may provide further support for our request for confidentiality.

For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold text. Please note the version of this letter filed via EDGAR omits confidential information included in the unredacted version delivered to the Staff, and the redactions are denoted in the EDGAR version by bracketed asterisks (“[***]”).

*              *              *              *              *              *

Form 10-K for the Fiscal Year Ended December 31, 2018

Reserves

Proved Undeveloped Reserves, page 9

1.              You state in your Form 10-K that you reduced capital investment in the Eagle Ford during 2018 and that the majority of capital will be spent elsewhere in 2019 (i.e., approximately 80% of your 2019 capital will be allocated to the Midland Basin). Separately, comments attributed to your CEO as part of the earnings call regarding your results for the period ended June 30, 2019 suggest that capital activity will be shifted away from your operations in the Eagle Ford if commodity prices do not improve. Provide us with supplemental information showing the progress made in developing your proved undeveloped reserves (“PUDs”) in the Eagle Ford, both during the fiscal year ended December 31, 2018 and the interim period ended June 30, 2019, along with a discussion of any delays in development that occurred during these periods. In addition, explain how decisions to reduce capital investment affected your reported quantities of PUDs in the Eagle Ford. Refer to Item 1203(c) of Regulation S-K and Rule 4-10(a)(22) of Regulation S-X.

Response:

Related to our Eagle Ford assets: (1) during the fiscal year ended December 31, 2018, we developed [***] million barrels of oil equivalent (“MMBOE”) of a total of 132.9 MMBOE of estimated PUDs as of December 31, 2017, resulting in a conversion rate of [***]%, and (2) during the six-month period ended June 30, 2019, we developed [***] MMBOE of a total of 131.0 MMBOE of estimated PUDs as of December 31, 2018, resulting in a partial year conversion rate of [***]%.  For the nine-month period ending September 30, 2019, we expect to have developed [***] MMBOE of a total of 131.0 MMBOE of estimated PUDs as of December 31, 2018 related to our Eagle Ford assets, resulting in a year-to-date conversion rate of [***]% through September 30, 2019.

CONFIDENTIAL TREATMENT REQUESTED BY SM ENERGY COMPANY

2

During the fiscal year ended December 31, 2018, and during the period from January 1, 2019 through the date of this letter, we have not experienced any material delays in development of our Eagle Ford PUDs.  As of the date of this letter, we have not materially changed our plans for the development of Eagle Ford PUDs recorded as of December 31, 2018.  The forward-looking statement regarding shifting capital activity away from our operations in the Eagle Ford signaled a potential change in future development plans in a lower commodity price environment than that which existed as of December 31, 2018, and as of the filing date of our 2018 Form 10-K.  As of the date of this letter, there has been no change to our previously made final investment decision regarding allocated capital to the Eagle Ford.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview of the Company

2018 Financial and Operational Highlights

Operational Activities, page 45

2.              We note that you had 23 and 20 net wells drilled but not completed as of December 31, 2018 and June 30, 2019, respectively, in your South Texas & Gulf Coast region.  In light of the statement in your Form 8-K dated July 18, 2019 that you plan “to wrap-up 2019 planned net completions” in South Texas in the quarter ended September 30, 2019, tell us the expected number of net wells drilled but not completed as of September 30, 2019 and quantify the associated PUDs.  As part of your response, address your plans for any wells drilled but not completed as of December 31, 2018 remaining at September 30, 2019.

Response:

As of December 31, 2018, we had 23 net drilled but not completed wells in our South Texas and Gulf Coast Region (the “YE’18 DUCs”), [***] of which had associated estimated proved undeveloped reserves of [***] MMBOE, and [***] of which had no associated proved undeveloped reserves.  During the nine-month period ending September 30, 2019, the [***] YE’18 DUCs with proved undeveloped reserves are expected to remain uncompleted; however, we expect to complete these wells within five years of their initial PUD booking.  Of the [***] YE’18 DUCs with no associated proved undeveloped reserves, [***] were completed during the nine-month period ending September 30, 2019.

As of September 30, 2019, we expect to have a total of [***] drilled but not completed net wells in our South Texas & Gulf Coast region, inclusive of [***] YE’18 DUCs that

CONFIDENTIAL TREATMENT REQUESTED BY SM ENERGY COMPANY

3

existed as of December 31, 2018 and have not been completed.  Of the expected [***] drilled but not completed net wells as of September 30, 2019, [***] net wells are projected to have estimated proved undeveloped reserves of [***] MMBOE as of September 30, 2019. We expect that each of these [***] net wells will be completed within five years of their initial PUD booking.  The remaining [***] drilled but not completed net wells that do not have associated proved undeveloped reserves will be considered in future development plans as we continue to evaluate and execute our South Texas & Gulf Coast capital program.

*              *              *              *              *              *

Please contact A. Wade Pursell, Executive Vice President and Chief Financial Officer, who can be reached at  (303) 864-2555 or David W. Copeland, Executive Vice President and General Counsel, who can be reached at (303) 863-4325, if you should have any questions regarding the responses contained herein.

Very truly yours,

SM Energy Company

By:

/s/ A. Wade Pursell

Name:

A. Wade Pursell

Its:

Chief Financial Officer

At:

1775 Sherman St. Suite 1200

Denver, CO 80203

Fax:

303-839-3304

cc:  Jeannette Wong, Staff Accountant

Ethan Horowitz, Accounting Branch Chief

David W. Copeland, SM Energy Company

Lucy Stark, Holland & Hart LLP

CONFIDENTIAL TREATMENT REQUESTED BY SM ENERGY COMPANY

4

September 13, 2019
A. Wade Pursell
Chief Financial Officer
SM Energy Company
1775 Sherman Street, Suite 1200
Denver, Colorado 80203
Re:SM Energy Company
Form 10-K for Fiscal Year Ended December 31, 2018
Filed February 21, 2019
File No. 001-31539
Dear Mr. Pursell:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2018
Reserves
Proved Undeveloped Reserves, page 9
1.You state in your Form 10-K that you reduced capital investment in the Eagle Ford during
2018 and that the majority of capital will be spent elsewhere in 2019 (i.e., approximately
80% of your 2019 capital will be allocated to the Midland Basin).  Separately, comments
attributed to your CEO as part of the earnings call regarding your results for the period
ended June 30, 2019 suggest that capital activity will be shifted away from your
operations in the Eagle Ford if commodity prices do not improve.  Provide us with
supplemental information showing the progress made in developing your proved
undeveloped reserves (“PUDs”) in the Eagle Ford, both during the fiscal year ended
December 31, 2018 and the interim period ended June 30, 2019, along with a discussion
of any delays in development that occurred during these periods.  In addition, explain how
decisions to reduce capital investment affected your reported quantities of PUDs in the

 FirstName LastNameA. Wade Pursell
 Comapany NameSM Energy Company
 September 13, 2019 Page 2
 FirstName LastName
A. Wade Pursell
SM Energy Company
September 13, 2019
Page 2
Eagle Ford.  Refer to Item 1203(c) of Regulation S-K and Rule 4-10(a)(22) of Regulation
S-X.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview of the Company
2018 Financial and Operational Highlights
Operational Activities, page 45
2.We note that you had 23 and 20 net wells drilled but not completed as of December 31,
2018 and June 30, 2019, respectively, in your South Texas & Gulf Coast region.  In light
of the statement in your Form 8-K dated July 18, 2019 that you plan “to wrap-up 2019
planned net completions” in South Texas in the quarter ended September 30, 2019, tell us
the expected number of net wells drilled but not completed as of September 30, 2019 and
quantify the associated PUDs.  As part of your response, address your plans for any wells
drilled but not completed as of December 31, 2018 remaining at September 30, 2019.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Jeannette Wong, Staff Accountant, at (202) 551-2137 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Ethan Horowitz, Accounting Branch Chief, at (202) 551-3311 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Natural Resources

Mail Stop 4628
December 6, 201 6

A. Wade Pursell
Chief Financial Officer
SM Energy Company
1775 Sherman Street, Suite 1200
Denver, Colorado  80203

Re: SM Energy Company
Form 10 -K for Fiscal Year Ended December 31, 201 5
Filed February 2 4, 201 6
File No. 1 -31539

Dear Mr. Pursell :

We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.

Sincerely,

 /s/ Loan Lauren P. Nguyen

 Loan Lauren P. Nguyen
Legal Branch Chief
Office of Natural Resources

CORRESP
1
filename1.htm

October 28, 2016

Loan Lauren P. Nguyen
 Legal Branch Chief
 Division of Corporation Finance
 Office of Natural Resources
 United States Securities and Exchange Commission
 100 F. Street, N.E.
 Washington, D.C. 20549

Re:                             SM Energy Company
 Form 10-K for the Fiscal Year Ended December 31, 2015
 Filed February 24, 2016
 Form 8-K filed February 24, 2016
 Form 8-K filed August 2, 2016
 File No. 01-31539

Dear Ms. Nguyen:

Set forth below are the responses of SM Energy Company, a Delaware corporation (the “Company,” “we,” “us” or “our”), to further comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated October 14, 2016, with respect to the review of the Company’s Form 10-K for the fiscal year ended December 31, 2015 (File No. 01-31539) filed with the Commission on February 24, 2016 (the “2015 Form 10-K”), the Form 8-K filed with the Commission on February 24, 2016 and the Form 8-K filed with the Commission on August 2, 2016 (together, the “Form 8-Ks”).  For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold text.

*        *        *        *        *        *

Form 10-K for Fiscal Year Ended December 31, 2015

Reserves, page 8

Proved Undeveloped Reserves, page 10

1.              We note your response to prior comment 1 regarding drilled but uncompleted wells. Revise to provide additional disclosure specifying the  planned timing and the capital expenditures included in estimated future development costs necessary to complete drilled but uncompleted wells.

Response:  In future filings on Form 10-K, the Company will provide disclosure specifying the planned timing and the capital expenditures included in estimated future development costs necessary to complete drilled but uncompleted wells.  The Company will also disclose whether or not such wells are located on acreage that is expected to expire within three years.

2.              In your Form 10-K, you state that 2.8 MMBOE of proved undeveloped reserves had been on your books in excess of five years, but were scheduled to be completed in 2016. Tell us whether these uncompleted wells have been completed and quantify any reserves added during 2016 which are associated with drilled but uncompleted wells that are not scheduled to be developed within five years from the date of initial booking.

Response: The 2.8 MMBOE of proved undeveloped reserves on the Company’s books in excess of five years as of December 31, 2015, related to three wells that were drilled in 2015 but were uncompleted as of December 31, 2015.  Each of these three wells were completed and began producing in July 2016.  Through the date of this letter, the Company has not added any reserves in 2016 associated with drilled but uncompleted wells that are not scheduled to be developed within five years from the date of initial booking.

Supplemental Oil & Gas Information, page 137

Standardized Measure of Discounted Future Net Cash Flows, page 139

3.              Your response to prior comment 5 indicates that $314.5 million was expended during 2015 to convert proved undeveloped reserves to proved developed reserves. However, on page 11 of your Form 10-K, you disclose the amount of $415 million for expenditures associated with proved undeveloped reserves booked at the end of 2014. Revise to separately disclose capital expenditures made during the year to convert proved undeveloped reserves. Refer to Item 1203(c) of Regulation S-K.

Response: The $415 million disclosed on page 11 of our 2015 Form 10-K reflects total expenditures the Company incurred to develop proved undeveloped reserves booked at year end 2014, regardless of whether the Company converted these reserve cases to proved developed or those reserve cases remained as proved undeveloped at year end 2015.  In future filings, the Company will continue to provide total expenditures incurred

2

to develop proved undeveloped reserves booked at the end of the prior year, but will  revise this disclosure to separately present expenditures that relate specifically to reserve cases that the Company converted to proved developed during the year.

4.              In response to prior comment 6, you state that future income taxes used to calculate the standardized measure of discounted future net cash flows as of December 31, 2015 were $0 as you would not be subject to income tax for the projected life of your reserves at price levels for that period. Please provide us with additional detail supporting this assertion.

Response:  As previously noted, FASB ASC 932-235-50-31 paragraph (c) requires the Company to give effect to tax basis, future tax deductions and available tax credits relating to the Company’s proved oil and gas reserves.  Authoritative tax legislation in effect at December 31, 2015, provided various income tax elections to the Company that can affect the timing of future deductions of its current tax basis, future tax deductions related to development costs, and future tax deductions available in the form of net operating loss carryovers as well as available tax credits.  As presented in the prior response to Comment 6, at December 31, 2015, estimated future cash inflows less future production costs resulted in net undiscounted cash flows before development costs of approximately $5.1 billion.  The Company determined it had estimated tax basis of approximately $2.6 billion, future development costs of approximately $2.0 billion, and, as reported in Note 4 — Income Taxes on page 107 of our 2015 Form 10-K, $796.7 million of federal net operating loss carryforward at December 31, 2015, each of which were available to offset the estimated net undiscounted cash flows before development costs.  As a result, the total estimated tax basis and future tax deductions exceeded the estimated undiscounted cash flow amount of $5.1 billion.  As noted, authoritative tax legislation provides for various elections relating to the timing of future tax deductions for depreciation and other deductible drilling related costs.  The Company believes it has the ability to execute various combinations of strategies relating to available income tax elections that would be used to reduce its tax liability to zero for purposes of the Standardized Measure of Discounted Future Net Cash Flows at December 31, 2015.  The Company also believes it will be possible to convert a portion of the $2.0 billion of future development costs to either capitalized costs remaining to be deducted, or into new federal net operating loss carryovers available at the end of the remaining life of the current proven reserves.

Form 8-K filed February 24, 2016

5.              We have reviewed your response to prior comment 7. For a more balanced presentation that will provide a comprehensive disclosure of changes in your proved reserves, revise your current presentation of the metric “production replacement” to also present a metric that include all changes to your proved reserves during the period.

3

Response:  In future filings, in addition to the disclosure related to production replacement, the Company will include a metric that takes into account all changes to the Company’s proved reserves during the applicable period.

Form 8-K filed August 2, 2016

6.              As noted in prior comment 10, your presentation of “Adjusted earnings (loss) per diluted common share” does not appear to include a reconciliation on a per share basis to the most directly comparable GAAP measure. Revise your reconciliation to present the per share impact of each individual adjustment. Refer to Item 10(e)(i)(B) of Regulation S-K and Question 102.05 of the Compliance and Disclosure Interpretations for Non-GAAP Financial Measures for further guidance.

Response:  In future filings where the Company presents “adjusted earnings (loss) per diluted common share,” the Company will revise its reconciliation to the most directly comparable GAAP measure to present the per share impact of each individual adjustment.

7.              You present the non-GAAP measure “Adjusted EBITDAX” in the introductory section of your press release along with “GAAP Net cash provided by operating activities.” As you have identified “Adjusted EBITDAX” as a non-GAAP performance measure, revise to also present it here with Net Income / Loss. Refer to Item 10(e)(i)(A) of Regulation S-K and Question 102.10 of the Compliance and Disclosure Interpretations for Non-GAAP Financial Measures.

Response:  The Company recognizes its obligations pursuant to Item 10(e) of Regulation S-K.  In future filings, when Adjusted EBITDAX is used as a performance measure, the Company will present GAAP Net Income / Loss with equal or greater prominence; when Adjusted EBITDAX is used as a liquidity measure, the Company will present GAAP Net cash provided by operating activities with equal or greater prominence; and when Adjusted EBITDAX is used as both a performance measure and a liquidity measure, the Company will present both GAAP Net Income / Loss and Net cash provided by operating activities with equal or greater prominence.

*        *        *        *        *        *

4

Please feel free to contact A. Wade Pursell, Chief Financial Officer, who can be reached at  (303) 864-2555 or David W. Copeland, Executive Vice President and General Counsel, who can be reached at (303) 863-4325, if you should have any questions regarding the responses contained herein.

Very truly yours,

SM Energy Company

By:

/s/ A. Wade Pursell

A. Wade Pursell

Its: Chief Financial Officer

cc:

Wei Lu, Commission Staff Accountant

Ethan Horowitz, Accounting Branch Chief

Parhaum J. Hamidi, Commission Attorney-Adviser

David W. Copeland, SM Energy Company

Lucy Schlauch Stark, Holland & Hart LLP

5

Mail Stop 4628
October 14 , 201 6

A. Wade Pursell
Chief Financial Officer
SM Energy Company
1775 Sherman Street, Suite 1200
Denver, Colorado  80203

Re: SM Energy Company
Form 10 -K for Fiscal Year Ended December 31, 201 5
Filed February 2 4, 201 6
Form 8 -K filed February 24, 2016
Form 8 -K filed August 2, 2016
File No. 1 -31539

Dear Mr. Pursell :

We have reviewed  your August 2, 2016 response to our comment letter and have the
following comments.  In some of our comments , we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have additional comments.
Unless we no te otherwise, our references to prior comments are to comments in our July 19,
2016 letter .

Form 10 -K for Fiscal Year Ended December 31, 2015

Reserves, page 8

Proved Undeveloped Reserves, page 10

1. We note your response to prior comment 1 regarding drilled but uncompleted wells.
Revise to provide additional disclosure specifying the planned timing and the capital
expenditures  included in estimated future development costs necessary to complete
drilled but uncompleted wells.

A. Wade Pursell
SM Energy Company
October 14 , 201 6
Page 2

 2. In your Form 1 0-K, you state that 2.8 MMBOE of proved undeveloped reserves had been
on your books in excess of five years, but were scheduled to be completed in 2016.  Tell
us whether these uncompleted wells have been completed and quantify any reserves
added during 201 6 which are associated with drilled but uncompleted wells that are not
scheduled to be developed within five years from the date of initial booking.

Supplemental Oil & Gas Information, page 137

Standardized Measure of Discounted Future Net Cash Flows, p age 139

3. Your response to prior comment 5 indicates that $314.5 million was expended during
2015 to convert proved undeveloped reserves to proved developed reserves.  However,
on page 11 of your Form 10 -K, you disclose  the amount of $415 million for expend itures
associated  with proved undeveloped reserves booked at the end of 2014.  Revise to
separately disclose capital expenditures made during the year to convert proved
undeveloped reserves.  Refer to Item 1203(c) of Regulation S -K.

4. In response to prior comment 6, you state that future income taxes used to calculate the
standardized measure of discounted future net cash flows as of December 31, 2015 were
$0 as you would not be subject to income tax for the projected life of your reser ves at
price levels for that period.   Please provide us with additional detail supporting this
assertion.

Form 8 -K filed February 24, 2016

5. We have reviewed your response to prior comment 7.  For a more balanced presentation
that will provide a comprehens ive disclosure of changes in your proved reserves, revise
your current presentation of the metric “production replacement” to also present a metric
that include all changes to your proved reserves during the period.

Form 8 -K filed August 2, 2016

6. As noted  in prior comment 10, your presentation of “Adjusted earnings (loss) per diluted
common share” does not appear to include a reconciliation on a per share basis to the
most directly comparable GAAP measure.   Revise your reconciliation to present the per
share impact of each individual adjustment.   Refer to Item 10(e)(i)(B) of Regulation S -K
and Question 102.05 of the Compliance and Disclosure Interpretations for Non -GAAP
Financial Measures for further guidance.

7. You present the non -GAAP measure “Adjusted EBI TDAX” in the introductory section of
your press release along with “GAAP Net cash provided by operating activities.”  As you
have identified “Adjusted EBITDAX” as a non -GAAP performance measure, revise to
also present it here with Net Income / Loss.  Refer  to Item 10(e)(i)(A) of Regulation S -K

A. Wade Pursell
SM Energy Company
October 14 , 201 6
Page 3

 and Question 102.10 of the Compliance and Disclosure Interpretations for Non-GAAP
Financial Measures.

You may contact Wei Lu, Staff Accountant, at (202) 551 -3725 or Ethan Horowitz,
Accounting, Branch Chief, at (202) 551 -3311 if you have questions regarding comments on the
financial statements and related matters.   Please contact Parhaum J. Hamidi, Attorney -Adviser, at
(202) 551 -3421 , or me at (202) 551 -3642 with any other questions.

Sincerely,

 /s/ Loan Lauren P. Nguyen

 Loan Lauren P. Nguyen
Legal Branch Chief
Office of Natural Resources

CORRESP
1
filename1.htm

August 2, 2016

Loan Lauren P. Nguyen
 Legal Branch Chief
 Division of Corporation Finance
 Office of Natural Resources
 United States Securities and Exchange Commission
 100 F. Street, N.E.
 Washington, D.C. 20549

Re:                             SM Energy Company
 Form 10-K for the Fiscal Year Ended December 31, 2015
 Filed February 24, 2016
 Form 8-K filed February 24, 2016
 File No. 01-31539

Dear Ms. Nguyen:

Set forth below are the responses of SM Energy Company, a Delaware corporation (the “Company,” “we,” “us” or “our”), to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated July 19, 2016, with respect to the review of the Company’s Form 10-K for the fiscal year ended December 31, 2015 (File No. 01-31539) filed with the Commission on February 24, 2016 (the “2015 Form 10-K”) and the Form 8-K filed with the Commission on February 24, 2016 (the “Form 8-K”).  For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold text.

*              *              *              *              *              *

Form 10-K for the Fiscal Year Ended December 31, 2015

Reserves, page 8

Proved Undeveloped Reserves, page 10

1.              We note that drilled but uncompleted wells represented approximately 26% of total proved undeveloped reserves at December 31, 2015. Please revise to provide additional detail regarding the planned timing and the

expected capital expenditures necessary to complete these wells. In addition, if any of these wells are located on acreage scheduled to expire during the next three fiscal years, describe your plans to retain this acreage if the wells will not be completed prior to lease expiration.

Response:  The Company provided this supplemental detail to increase the effectiveness of the disclosure regarding the proved undeveloped reserve volumes in progress of being converted to proved developed producing reserves at December 31, 2015.  As these reserves are a subset of the Company’s total proved undeveloped reserves, the expected capital expenditures to develop these drilled but uncompleted proved undeveloped reserves are included in the total estimated future development costs relating to total proved undeveloped reserves on page 11 of the 2015 Form 10-K.  Except as otherwise specifically disclosed on page 10 of the 2015 Form 10-K, all proved undeveloped reserves, including those associated with drilled but uncompleted wells, are scheduled to be developed within five years from initial booking in accordance with Rule 4-10(a)(31)(ii).  None of the drilled but uncompleted wells are located on acreage scheduled to expire during the next three fiscal years.  In future filings, when drilled but uncompleted wells represent a meaningful portion of proved undeveloped reserves, we will provide disclosure explaining that the capital expenditures associated with drilled but uncompleted wells are included in the total estimated future development costs relating to total proved undeveloped reserves and that such wells are not located on acreage that is expected to expire within three years.

Major Customers, page 16

2.                    We note that one individual customer accounted for 21% and 19% of your 2015 and 2014 net revenues, respectively. It appears that this customer is also your joint venture partner and you indicate that you share the risk of non-performance by this customer’s counterparty purchasers. Please revise to disclose the name and the relationship, if any, with such customer, or tell us how you concluded you are not required to do so. Refer to Item 101(c)(1)(vii) of Regulation S-K. We further note your disclosure on page 96 discussing your dependence on your key customer. In addition, please tell us what consideration you gave to filing any agreements with this customer as a material contract pursuant to Item 601(b)(10) of Regulation S-K.

Response: We confirm that the customer that accounts for 21% and 19% of the Company’s 2015 and 2014 net revenues respectively is one of the Company’s joint venture partners.  We respectfully note that Item 101(c)(1)(vii) of Regulation S-K does not require the identification of a customer if the loss of that customer would not have a material adverse effect on the Company.  On page 16 of the 2015 Form 10-K, we disclose “[w]e do not believe the loss of any single purchaser of our crude oil, natural gas, and NGLs would materially impact our operating results, as these are products with well-established markets and numerous purchasers are present in our operating regions.”

2

Because the loss of this customer would not have a material impact, we do not believe we  are required to disclose the name of this customer or its counterparty purchasers under Item 101(c)(1)(vii) of Regulation S-K.

Item 601(b)(10)(ii)(B) of Regulation S-K requires disclosure of any contract entered into in the ordinary course of business upon which the registrant’s business is substantially dependent.  The Company enters into contracts to market its crude oil, natural gas and NGL production in the ordinary course of its business, and for the reasons discussed above concerning the marketability of these commodities, the Company is not substantially dependent on these marketing contracts with the joint venture partner.  Therefore, we do not believe that these contracts are material, and are not required to be filed.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 58

Critical Accounting Policies and Estimates, page 81

Oil and Gas Reserve Quantities, page 81

3.              Disclosure showing the estimated change to your total reported reserve volumes from a 10% decrease in SEC pricing is shown on page 82 of your filing. Revise your disclosure to clarify, if true, that this hypothetical change in the commodity prices used to estimate your proved reserves is based on your expectations for future commodity prices. Otherwise, revise to provide disclosure addressing the impact of known material trends in commodity prices and quantifying the reasonably likely impact these prices will have on your reserve quantities. Refer to Item 303 of Regulation S-K and Section III.B.3. of SEC Release 33-8350.

Response:  The Company acknowledges the requirement under Item 303 of Regulation S-K and Section III.B.3 of SEC Release 33-8350 to disclose any known trends or uncertainties that have had or that are reasonably expected to have a material favorable or unfavorable future impact on the Company.  The disclosure on page 82 of the 2015 Form 10-K with regard to the impact a 10% decrease in SEC pricing would have on total reported reserve volumes was intended to provide disclosure of the impact commodity price volatility has on the Company’s reserve quantities and was not based on management’s expectations for future commodity prices.  As the Company is not able to predict the future prices it will receive for the sale of its products, this disclosure was intended only to show the sensitivity of the Company’s reserve quantities to changes in commodity pricing.  It was not meant to be predicative because management does not believe it can reasonably predict future commodity prices.  In future filings, the Company will disclose that it cannot reasonably predict future commodity prices and will present

3

both the impact of a 10% decrease in commodity prices on total reported reserve volumes  as well as the impact on the Company’s total reported reserve volumes using NYMEX strip pricing as a basis for evaluating trends as of the end of the fiscal year.  The Company believes that together these analyses provide reasonable disclosure of the impact of changes in pricing on total proved reserves.

Impairment of Oil and Gas Properties, page 82

4.              You recorded impairment charges of $547.3 million to your proved and unproved properties in 2015. In addition, you state the following in your Form 10-K: “If commodity prices remain at levels near those as of January 31, 2016, we would expect to incur impairments in the first quarter of 2016 of up to approximately $250 million.” Revise to provide a more robust discussion of your critical accounting policies and estimates that focuses on the assumptions and uncertainties that underlie the process through which you evaluate your properties for impairment. Your revised disclosure should qualitatively and quantitatively analyze the sensitivity of reported results to changes in your assumptions, judgments, and estimates, including the likelihood of obtaining materially different results if different assumptions are applied. Refer to section V of SEC Release No. 33-8350.

Response:  As noted on page 83 of the 2015 Form 10-K under the section titled, “Critical Accounting Policies and Estimates”, the Company references the “Impairment of Proved and Unproved Properties” section in Note 1 — Summary of Significant Accounting Policies in Part II, Item 8 of the 2015 Form 10-K where the Company further discloses details of the critical accounting policies and estimates that underlie the process through which the Company evaluates properties for impairment.  The Company further describes its accounting policies and estimates in Note 11 — Fair Value Measurements.  While the Company believes all required disclosure of the Company’s critical accounting policies underlying its impairment analysis are included in the 2015 Form 10-K, the Company acknowledges the Staff’s comment and will consolidate disclosure from the three sections noted, to the section titled, “Critical Accounting Policies and Estimates” in future filings.

Prior to filing the 2015 Form 10-K, the Company performed an analysis using its disclosed assumptions, judgments, and estimates underlying the impairment calculation, as outlined in the 10-K sections noted above.  The Company identified pricing as the assumption with the highest risk.  Based on its additional impairment analysis as of January 31, 2016, the Company provided disclosure that it “would expect to incur impairments in the first quarter of 2016 of up to approximately $250 million” if prices remained at levels near those as of January 31, 2016.  During the first quarter of 2016, as a result of commodity prices remaining at lower levels than at December 31, 2015, and declining further after

4

January 31, 2016, the Company recorded impairment of proved properties expense of  $269.8 million.  The Company believes that its risk-based approach for evaluating the assumptions, judgments, and estimates resulted in adequate disclosure.  The Company proposes providing in future filings supplemental disclosure with regard to changes or the risk of changes to the assumptions and the related impact of a change on its future reported results.  The proposed additional disclosure of the analysis outlined under comment number three above will be expanded in future filings to include the impact on the Company’s property and equipment balance as of the end of the applicable reporting period.

Supplemental Oil & Gas Information, page 137

Standardized Measure of Discounted Future Net Cash Flows, page 139

5.              Future development costs used to calculate the standardized measure of discounted future net cash flows totaled $2.0 billion as of December 31, 2015 compared to $3.3 billion as of December 31, 2014. Provide us with an explanation for this change considering both recent changes in proved undeveloped reserves and development costs actually incurred during 2015.

Response:  The Company confirms that undiscounted future development cost estimates for all proved reserve categories decreased approximately 39% from $3.3 billion at December 31, 2014, to $2.0 billion at December 31, 2015.  As page 11 of the 2015 Form 10-K illustrates, proved undeveloped reserves over the same timeframe decreased 13% from 260.9 MMBOE at December 31, 2014, to 226.8 MMBOE at December 31, 2015.  As the Company disclosed on page 32 of its 2014 Form 10-K and page 33 of its 2015 Form 10-K, estimated future development costs associated with proved undeveloped reserves were $3.1 billion as of December 31, 2014, and $1.9 billion as of December 31, 2015.  Using the estimates disclosed in our 2014 and 2015 Form 10-K filings, future development costs per BOE of proved undeveloped reserves were approximately $11.99/BOE at December 31, 2014 and approximately $8.19/BOE at December 31, 2015, a 31% decrease year-over-year.

The primary drivers behind this reduction in estimated future development costs per BOE of proved undeveloped reserves are discussed in Significant Developments in 2015 on page 4 of the Company’s 2015 Form 10-K, which states, “We had strong reserve additions as a result of our success in reducing costs, optimizing completions, and generating better well results in our core development programs…”  The Company also states the following on page 11 of its 2015 Form 10-K in the footnote section to the table reconciling beginning and ending year proved undeveloped reserves:

“(2) We added 98.6 MMBOE of infill proved undeveloped reserves primarily in our Eagle Ford shale and Bakken/Three Forks resource plays, as well as an

5

additional 21.0 MMBOE of proved undeveloped reserves through extensions and discoveries, primarily in our Eagle Ford shale play.”

“(3) Proved undeveloped reserves were reduced by 79.4 MMBOE due to changes in our development plan, which caused these locations to be reclassified primarily to the probable reserves category due to the five-year rule. These locations were replaced by higher quality proved undeveloped reserves, which are classified as extensions or infills in the table above, and resulted from our testing and delineation programs implemented during 2015.”

The Company removed proved undeveloped reserves with future development costs based on estimates from year-end 2014 from the calculation of standardized measure of discounted future net cash flows and added new proved undeveloped reserves based on much lower year-end 2015 cost estimates.  The 31% reduction in future development cost estimates per BOE for undeveloped reserves is supported by the actual cost reductions the Company realized from year-end 2014 to year-end 2015 and is discussed in more detail below.

Below is a reconciliation highlighting the changes in future development costs for proved undeveloped reserves compared to the overall change in proved undeveloped reserves from year-end 2014 to year-end 2015:

Reconciliation of Changes in Proved Undeveloped Reserves and Future Development Costs from 2014 to 2015

Proved Undeveloped
   Reserves

Undiscounted Future
   Development Costs (“FDCs”)

(MMBOE)

(in millions)

Beginning of year

260.9

$

3,127.94

Revisions of previous estimates -   Price

-57.0

(500.11

)

Revisions of previous estimates -   Performance

21.6

—

Additions from discoveries,   extensions and infills

119.6

903.48

Sales of reserves

-4.3

(30.93

)

Purchase of minerals in place

0.9

13.97

Removed for five year rule

-79.4

(982.90

)

Conversions to proved developed

-35.5

(314.50

)

Costs Incurred on DUCs during   2015

—

(127.03

)

Reduction in future cost   estimates (1)

—

(225.23

)

Misc. adjustments not included in   the above categories

—

(8.24

)

End of year

226.8

$

1,856.43

(1) Reduction in estimated future costs for proved undeveloped reserves that did not change categories from year-end 2014 to year-end 2015 (excluding DUCs).

The Company saw drill and complete (D&C) costs decrease significantly throughout 2015.  Specifically for those areas in which the Company was most active during 2015, the Company saw actual costs for D&C costs in its operated Eagle Ford play decrease from approximately $1,235 per lateral foot for wells completed in 2014, to approximately

6

$

Mail Stop 4628
July 19 , 201 6

A. Wade Pursell
Chief Financial Officer
SM Energy Company
1775 Sherman Street, Suite 1200
Denver, CO  80203

Re: SM Energy Company
Form 10-K for Fiscal Year Ended December 31, 201 5
Filed February 2 4, 201 6
Form 8 -K filed February 24, 2016
File No. 1 -31539

Dear Mr. Pursell :

We have reviewed your filing s and have the following comments.  In some of our
comments, we may ask you to provide us  with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments app ly to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for Fiscal Year Ended December 31, 2015

Reserves, page 8

Proved Undeveloped Reserves, page 10

1. We note that drilled but uncompleted wells represented approximately 26% of total
proved undeveloped reserves  at December 31, 2015.  Please revise to provide additional
detail regarding the planned timing and the expected cap ital expenditures necessary to
complete these wells.  In addition, if any of these wells are located on acreage scheduled
to expire during the next three fiscal years, describe your plans to retain this acreage if
the wells will not be completed prior to l ease expiration.

A. Wade Pursell
SM Energy Company
July 19 , 201 6
Page 2

 Major Customers, page 16

2. We note that one individual customer accounted for 21% and 19% of your 2015 and 2014
net revenues, respectively.  It appears that this customer is also your joint venture partner
and you indicate that you share the risk of non -performance by this customer’s
counterparty purchasers.  Please revise to disclose the name and the relationship, if any,
with such customer, or tell us how you concluded you are not required to do so.  Refer to
Item 101(c) (1)(vii) of Regu lation S -K.  We further note your disclosure on page 96
discussing your dependence on your key customer.  In addition, please tell us what
consideration you gave to filing any agreements with this customer as a material contract
pursuant to Item 601(b)(10)  of Regulation S -K.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
58

Critical Accounting Policies and Estimates, page 81

Oil and Gas Reserve Quantities, page 81

3. Disclosure showing the estimated change to yo ur total reported reserve volumes from a
10% decrease in SEC pricing is shown on page 82 of your filing.  Revise your disclosure
to clarify, if true, that this hypothetical change in the commodity prices used to estimate
your proved reserves is based on yo ur expectations for future commodity prices.
Otherwise, revise to provide disclosure addressing the impact of known material trends in
commodity prices and quantifying the reasonably likely impact these prices will have on
your reserve quantities.  Refer to Item 303 of Regulation S -K and Section III.B.3. of SEC
Release 33 -8350.

Impairment of Oil and Gas Properties, page 82

4. You recorded impairment charges of $547.3 million to your proved and unproved
properties in 2015.  In addition , you state the following in your Form 10 -K: “If
commodity prices remain at levels near those as of January 31, 2016, we would expect to
incur impa irments in the first quarter of 2016 of up to approximately $250 million.”
Revise to provide a more robust discussion of your critical accounting policies and
estimates that focuses on the assumptions and uncertainties that underlie the process
through wh ich you evaluate your properties for impairment.  Your revised disclosure
should qualitatively and quantitatively analyze the sensitivity of reported results to
changes in your assumptions, judgments, and estimates, including the likelihood of
obtaining ma terially different results if different assumptions are applied.  Refer to
section V of SEC Release No. 33 -8350.

A. Wade Pursell
SM Energy Company
July 19 , 201 6
Page 3

 Supplemental Oil & Gas Information, page 137

Standardized Measure of Discounted Future Net Cash Flows, page 139

5. Future development costs used to calculate the standardized measure of discounted future
net cash flows totaled $2.0 billion as of December 31, 2015 compared to $3.3 billion as
of December 31, 2014.  Provide us with an explanation for this change consideri ng both
recent changes in proved undeveloped reserves and development costs actually incurred
during 2015.

6. Please revise to provide disclosure explaining why future income taxes used to calculate
the standardized measure of discounted future net cash flo ws as of December 31, 2015
are $0.  Refer to FASB ASC 932 -235-50-31 and 36.  Also, tell us why PV -10, which is
reconciled to the standardized measure of discounted future net cash flows on page 10 of
your Form 10 -K, is not equal to the standardized measure  of discounted future net cash
flows as of December 31, 2015 considering that future income taxes are $0.

Form 8 -K filed February 24, 2016

7. We note your presentation of “ production replacement,” a metric defined as reserve
additions and performance revisi ons divided by 2015 total production.  Address the
following regarding the presentation of this metric :

 Tell us why you believe this metric is useful to investors and the reasons you began
disclosing it;

 Describe how showing “production replacement” for 2015 of 324% is a relevant data
point considering that your proved reserves decreased by 10%, primarily due to 149
MMBoe net negative revisions of previous estimates; and

 Explain why this metric does not reflect management’s decision to defer the
development of certain proved undeveloped reserves in favor of reserve additions
from “recent pilots and testing programs.”

In addition, we note your statement that  this metric exceeded 250% in each of the last s ix
years.  Provide us with the calculations supporting this statement together with a
reconciliation of beginning and ending proved reserves for each of the six years.

8. We note that you are subject to a financial covenant under your credit facility based o n
the non -GAAP measure “Adjusted EBITDAX.”   Revise your disclosure to address the
actual or reasonably likely effects of compliance or non -compliance with the covenant on
your financial condition and liquidity.  Refer to Question 102.09 of the Compliance a nd
Disclosure Interpretations for Non - GAAP Financial Measures.

A. Wade Pursell
SM Energy Company
July 19 , 201 6
Page 4

 9. You describe “Adjusted net income (loss)” as a non -GAAP measure that provides useful
information to investors for analysis of your fundamental business on a recurring basis.
However, numerou s adjustments to this non -GAAP measure relate to expenses that occur
in multiple periods (e.g., impairment of proved properties, abandonment and impairment
of unproved properties, etc).  Tell us how these types of adjustments are consistent with
your defin ition of “Adjusted net income (loss).”

10. You have presented the non -GAAP measure ”Adjusted net earnings (loss) per diluted
common share” without direct reconciliation to the most directly comparable per share
amount calculated in accordance with GAAP.  Revi se to include a reconciliation of the
non-GAAP per share amounts presented in your Form 8 -K.  Refer to Item 10(e)(i)(B) of
Regulation S -K and, for further guidance, Question 102.05 of the Compliance and
Disclosure Interpretations for Non - GAAP Financial Me asures.

11. You disclose non -GAAP measures in your earnings release headlines without also
presenting the comparable GAAP measures and show non -GAAP measures that precede
the most directly comparable GAAP measures in your earnings release.  In addition,
adjustments to arrive at non -GAAP measures are presented “net of tax.”  Your
presentation appears to be inconsistent with the updated Compliance and Disclosure
Interpretations  the Division issued on May 17, 2016.  Please review this guidance when
preparing yo ur next earnings release.

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 the information the Securities Exchange Act of
1934 and all applicable Exchange Act rule s require.   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 responding to our comments, please provide  a written 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.

A. Wade Pursell
SM Energy Company
July 19 , 201 6
Page 5

 You may contact Wei Lu, Staf f Accountant, at (202) 551 -3725 or Ethan Horowitz,
Accounting  Branch Chief, at (202) 551 -3311 if you have questions regarding comments on the
financial statements and related matters.   Please contact Parhaum J. Hamidi, Attorney -Adviser, at
(202) 551 -3421 , or me at (202) 551 -3642 with any other questions.

Sincerely,

 /s/ Loan Lauren P. Nguyen

 Loan Lauren P. Nguyen
Legal Branch Chief
Office of Natural Resources

CORRESP
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June 2, 2015

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549
 Attention: H. Roger Schwall

Re:                             SM Energy Company
 Registration Statement on Form S-4 filed April 28, 2015

as amended by Amendment No. 1 to Form S-4 filed on May 28, 2015

File No. 333-203700

Dear Mr. Schwall:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, SM Energy Company (the “Company”) respectfully requests that the effective date for the above-captioned registration statement on Form S-4 (the “Registration Statement”), be accelerated so that the Registration Statement will be declared effective at 4:00 p.m. Eastern Time on June 4, 2015, or as soon thereafter as is practicable.

In addition, the Company formally acknowledges that:

·                  Should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement.

·                  The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement.

·                  The Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please feel free to contact me at (303) 861-8140 with any questions or comments you may have.

Very truly yours,

SM ENERGY COMPANY

By:

/s/ David W. Copeland

Name:

David W. Copeland

Title:

Executive Vice President, General
   Counsel and Corporate Secretary

cc:  Lucy Stark, Holland & Hart LLP

[Signature Page to Acceleration Request Letter]

May 5, 2015

Javan D. Ottoson
Chief Executive Officer
SM Energy Company
1775 Sherman Street, Suite 1200
Denver, CO 80203

Re: SM Energy Company
  Registration Statement on Form S-4
Filed  April 28, 2015
  File No.  333-203700

Dear Mr. Ottoson :

This is to advise you that we have not  reviewed and will not review your registration
statement .

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 the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   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 the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action wit h respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in th e filing; and

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

Please refer to Rules 460 and 4 61 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities u nder

Javan D. Ottoson
SM Energy Company
May 5, 2015
Page 2

 the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please  contact Parhaum J. Hamidi, Staff Attorney  at (202) 551 -3421  with any questions.

Sincerely,

 /s/H. Roger Schwall

H. Roger Schwall
Assistant Director

CORRESP
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May 16, 2014

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:  Mr. H. Roger Schwall

Re:                             SM Energy Company
 Registration Statement on Form S-4 filed March 4, 2014

as amended by Amendment No. 1 to Form S-4 filed on May 9, 2014

File No. 333-194304

Dear Mr. Schwall:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, SM Energy Company (the “Company”) respectfully requests that the effective date for the above-captioned registration statement on Form S-4 (the “Registration Statement”), be accelerated so that the Registration Statement will be declared effective at 12:00 p.m. Eastern Time on May 20, 2014, or as soon thereafter as is practicable.

In addition, the Company formally acknowledges that:

·                  Should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement.

·                  The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement.

·                  The Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please feel free to contact me at (303) 861-8140 with any questions or comments you may have.

Very truly yours,

SM ENERGY COMPANY

By:

/s/ David Copeland

Name:

David W. Copeland

Title:

Executive Vice President, General Counsel and Corporate Secretary

cc:  Lucy Stark, Holland & Hart LLP

[Signature Page to Acceleration Request Letter]

CORRESP
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April 10, 2014

H. Roger Schwall
 Assistant Director
 Division of Corporation Finance
 United States Securities and Exchange Commission
 100 F. Street, N.E.
 Washington, D.C. 20549

Re:                             SM Energy Company
 Registration Statement on Form S-4
 Filed March 4, 2014
 File No. 333-194304

Dear Mr. Schwall:

Set forth below are the responses of SM Energy Company, a Delaware corporation (the “Company,” “we,” “us” or “our”), to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated March 25, 2014, with respect to the review of the Company’s Registration Statement on Form S-4 filed with the Commission on March 4, 2014 (the “Form S-4”).  For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in italicized text.

Registration Statement on Form S-4 Filed March 25, 2014

General

1.                                      We are currently processing your pending request for confidential treatment. Please be advised that we will not be in a position to declare this registration statement effective until we resolve any issues concerning the confidential treatment request.

RESPONSE:  The Company understands and acknowledges the Staff’s comment. The Company will submit a request for acceleration of effectiveness only after the request for confidential treatment has been resolved with the Staff.

Incorporation by Reference, page ii

2.                                      We note that you incorporate your annual report on Form 10-K for the year ended December 31, 2013.  However, the 10-K incorporates information from the company’s

proxy statement which has not yet been filed.  Before you request acceleration of effectiveness of the registration statement, please either amend the 10-K to include Part III information or file the proxy statement.

RESPONSE:  The Company filed its 2014 Proxy Statement on the date of this letter.

*              *              *              *              *              *

We formally acknowledge that:

·                  The adequacy and accuracy of the disclosure in the Registration Statement is the responsibility of SM Energy Company;

·                  Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the above referenced filings; and

·                  SM Energy 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.

Please direct any questions that you may have with respect to the foregoing, to the undersigned at (303) 864-2555, to David Copeland, our Executive Vice President, General Counsel and Corporate Secretary who may be reached at (303) 863-4325 or to Lucy Stark, our outside counsel who may be reached at (303) 295-8493.

Very truly yours,

SM Energy Company

By:

/s/ A. Wade Pursell

A. Wade Pursell

Its: Chief Financial Officer

Enclosures

cc:  PJ Hamidi, U.S. Securities and Exchange Commission

Laura Nicholson, U.S. Securities and Exchange Commission

David Copeland, SM Energy Company

Lucy Stark, Holland & Hart LLP

2

March 25, 2014

Via E -mail
Mr. A. Wade Pursell
Executive Vice President and Chief Financial  Officer
SM Energy Company
1775 Sherman Street , Suite 12 00
Denver, Colorado 80203

Re: SM Energy Company
 Registration  Statement on Form S -4
Filed March 4, 2014
File No. 333-194304

Dear Mr. Pursell:

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask  you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.   Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments .

Registration Statement on Form S -4 Filed March 4 , 2014

General

1. We are currently processing your pending request for confidential treatment.  Please be
advised that we will not be in a position to declare this registration statement effective
until we resolve any issues concerning the confidential treatment request.

Incorporation by Reference, page ii

2. We note that you incorporate by reference your annual report on Form 10 -K for the year
ended December 31, 2013 .  However, the 10 -K incorporates information from the
company's proxy statement which has not yet been filed .  Before you request acceleration

A. Wade Pursell
SM Energy Company
March 25, 2014
Page 2

 of effectiveness of the registration statement, please either amend the 10 -K to include
Part III information or file the proxy statement.

Closing Comments

We urge all persons who are responsible for the accuracy and a dequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 1933 and
all applicable Securities Act rules require.   Since the company and its management are in
possession of all facts relating to a co mpany’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a wr itten statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

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

Please refer to Rules 460 and 461 regarding requests for a cceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of  the
registration statement.

Please contact PJ Hamidi at (202) 551 -3421 or , in his absence,  Laura Nicholson at (202)
551-3584 with any questions.

Sincerely,

 /s/H. Roger Schwall

 H. Roger Schwall
 Assistant Director

A. Wade Pursell
SM Energy Company
March 25, 2014
Page 3

cc: Lucy Stark
Holland & Hart LLP

January 7, 2013

Via E -mail
A. Wade Pursell
Executive Vice President and Chief Financial Officer
SM Energy Company
1775 Sherman Street, Suite 1200
Denver , Colorado 80203

Re: SM Energy Company
 Form 10-K for Fiscal Year Ended
December 31, 2011
Filed February 23, 2012
File No. 001 -31539

Dear Mr. Pursell :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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 Un ited States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Ethan Horowitz

Ethan Horowitz
        Branch Chief

CORRESP
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[SM LETTERHEAD]

November 27, 2012

Ethan Horowitz

Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Re:                             SM Energy Company
 Form 10-K for Fiscal Year Ended December 31, 2011
 Filed February 23, 2012
 Form 10-Q for Fiscal Quarter Ended September 30, 2012
 Filed November 1, 2012
 File No. 001-31539

Dear Mr. Horowitz:

Set forth below are the responses of SM Energy Company, a Delaware corporation (the “Company,” “we,” “us” or “our”), to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated November 9, 2012, with respect to the Staff’s review of the Company’s Form 10-K for the fiscal year ended December 31, 2011, filed with the Commission on February 23, 2012 (the “Form 10-K”), and Form 10-Q for the fiscal quarter ended September 30, 2012, filed with the Commission on November 1, 2012 (the “Form 10-Q”).  For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold text.

Form 10-K for Fiscal Year Ended December 31, 2011

Proved Undeveloped Reserves, page 11

1.                                      We note you converted 8% of your proved undeveloped reserves (“PUDs”) to proved developed reserves in 2011.  Please tell us about your development plans in sufficient detail to explain how you intend to convert your PUDs within five years from initial booking.

RESPONSE:  Our 2011 conversion rate of proved undeveloped (“PUD”) reserves to proved developed (“PD”) reserves is not indicative of our intended future pace of PUD reserve

development, because our 2011 drilling and completion schedule for our key plays focused on delineating our acreage position and drilling lease-holding obligation wells.  In 2012, we have largely completed our delineation and lease holding activities, and have begun turning our focus to converting previously booked PUD reserves to PD reserves.  We intend to develop more than 97.7% of our PUD reserves as of year-end 2011 within a five-year time frame from their initial booking date.  Plans for the remaining 2.3% are addressed in our response to comment 2 below.

Our two biggest plays accounted for 73.9% of our PUD reserves at the end of 2011.  Our Eagle Ford assets accounted for 222 bcfe, or 53.4% of our year-end 2011 PUD reserves.  Due to our large Eagle Ford acreage position, we focused a large majority of our 2011 drilling and completion activities in this play on delineating our acreage rather than on developing our PUD locations.  While only three gross operated and three gross non-operated PUD reserve locations were converted in 2011, we developed a total of 47 gross wells on our operated acreage in 2011 and the operator of our non-operated acreage developed a total of 153 gross wells in the same period.(1)  The 222 bcfe booked on our Eagle Ford assets at year-end 2011 represents 45 gross operated locations and 66 gross non-operated locations, and, as we continue to develop this play, we intend to allocate the capital necessary and focus our efforts on developing a larger percentage of our PUD inventory annually.  As evidence of our commitment to timely develop this play, our 2012 capital budget (as of December 31, 2011) included 85 gross operated Eagle Ford wells and 161 gross non-operated Eagle Ford wells, of which 60 and 201 (more than we budgeted), respectively, had been completed as of October 31, 2012.  We anticipate that 2012 operated and non-operated drilling and completion activities will convert in excess of 19% of our 2011 PUD reserves in this play.

Our second biggest play, the Bakken/Three Forks in North Dakota, accounted for 85 bcfe, or 20.5% of our year-end 2011 PUD reserves.  We focused our 2011 activities on drilling and completing lease-holding obligation wells, and therefore, we did not drill and complete a large number of our PUD locations in 2011.  PUD conversions accounted for 7 bcfe of developed Bakken/Three Forks reserves in 12 gross wells; however, an additional 81 wells accounting for 37 bcfe were drilled in the play in 2011 from unproved categories.  The 85 bcfe booked on our Bakken/Three Forks assets at year-end 2011 represents 104 gross locations.  As we continue to develop this play, we intend to allocate the capital necessary and focus our efforts on developing a larger percentage of our PUD inventory annually.  As evidence of our commitment to timely develop this play, our 2012 capital budget (as of December 31, 2011) included 34 gross operated Bakken/Three Forks wells and 52 gross non-operated Bakken/Three Forks wells, of which, 29 and 104 (more than we budgeted), respectively, had been completed as of October 31, 2012.  We anticipate that 2012 operated and non-operated drilling and completion activities will convert in excess of 20% of our 2011 PUD reserves in this play.

The remaining 26.1% of our PUD reserve inventory at year-end 2011 is located primarily in our Woodford and Haynesville shale assets.  As part of our annual reserve process at the end

(1)  We operated 82% and 77% of our 2011 PUD reserves in the Eagle Ford shale and Bakken/Three Forks, respectively.

2

of 2011, we evaluated these PUD reserves (and all of our other PUD reserves) against our internal investment hurdle.  We maintained the PUD reserves that passed this test, and removed those that did not.  We intend to develop these PUD reserves within five years of their initial booking date.

It is also important to note that we book PUD reserves based in part upon a drilling and completion schedule that takes into account our allocation of capital to projects and rig schedule assumptions for key plays based upon historical operated and non-operated drilling and completion activities, long-term lease obligations, rig availability, marketing agreements, and transportation and infrastructure constraints, none of which we reasonably expect to limit our PUD reserve development within five years.  In addition, we reasonably expect to have sufficient capital available to implement our plans to develop our PUD reserves within five years. In fact, the Company’s projected capital expenditures for drilling and completing PUD reserve locations in each of the next five years is expected be significantly less than our total 2012 drilling and completion capital expenditure budget of $1.55 billion, as shown in the table below:

Year

Capital required to develop
   2011 year-end PUD reserves
   ($MM)

PUD reserve development
   capital as a percentage of
   budgeted 2012 drilling and
   completion capital

2012

$

285

18.4

%

2013

$

289

18.6

%

2014

$

266

17.2

%

2015

$

74

4.8

%

2016

$

14

0.9

%

Total

$

928

2.                                      We note your statement that “As of December 31, 2011, we had no material proved undeveloped reserves that have been on our books in excess of five years.”  Please note that Rule 4-10(a)(31)(ii) of Regulation S-X specifies a five year limit after booking for the development of PUD reserves.  Please be more specific in your disclosure and affirm to us, if true, that none of your PUD reserves are scheduled to be developed beyond five years after first booking, or otherwise advise.

RESPONSE:  At year-end 2011, we had an immaterial amount of PUD reserves booked that will not be converted within five years of their initial booking date.  In that year, 0.9% of the Company’s total PUD reserves (3.9 bcfe) were associated with the addition of pay related to seven additional injection wells in our Parkway Delaware Waterflood Unit, which had been booked in 2002; however, this project was included in our 2012 capital budget and as of November 15, 2012, we have completed the work on four of the seven injection wells and have plans to initiate the remainder of the work prior to the end of 2012.  Additionally, the Company had 5.9 bcfe (1.4% of the total PUD reserves) booked to the PUD category for behind pipe

3

reserves that have been on the Company’s books for more than five years.  Based on our correspondence and discussions with the Staff in June and July 2006, starting with our 2006 year-end reserve process, we began classifying behind pipe reserves as PUD reserves if the costs to complete such reserves are in excess of 15% of the costs to drill and complete a new well.  Accordingly, due to their behind pipe status, we maintained these reserves as PUD reserves.

Notes to Consolidated Financial Statements

Note 12 — Acquisition and Development Agreement and Carry and Earning Agreement, page 126

3.                                      We note you entered into an Acquisition and Development Agreement with Mitsui E&P Texas LP wherein you agreed to transfer a 12.5% working interest in certain non-operated oil and gas assets for Mitsui’s agreement to carry 90% of certain drilling and completion costs attributable to your remaining interest in these assets, until Mitsui has paid a total of $680 million on your behalf.  The agreement also included the conveyance of 50% of your ownership in gathering assets in exchange for reimbursement by Mitsui of 50% of the costs you have incurred.  Please clarify for us how you accounted for this transaction on day one.  Additionally, please clarify the nature of the terms once payout has been reached.

RESPONSE:  Carried interest transactions of this nature are common in our industry, and our accounting and treatment for the Mitsui transaction is consistent with authoritative guidance.  We evaluated this transaction in two parts: (i) the conveyance of 50% of our interest in the related gathering assets, and (ii) the $680 million carry of certain drilling and completion costs attributable to our approximate 14.5% retained interest in exchange for the conveyance of a 12.5% working interest in certain non-operated properties owned by us.

Our accounting treatment of the sale of the gathering assets relied on ASC 360-20-40-46. The transaction satisfied the definition of a partial sale, and therefore, we accounted for it as a recovery of cost.  Mitsui purchased 50% of our interest in the gathering assets for consideration equal to 50% of our proportionate investment in the gathering assets.  Therefore, we recognized no gain or loss on this portion of the transaction.

We evaluated the $680 million carry of certain drilling and completion costs attributable to our approximate 14.5% retained interest in exchange for the conveyance of a 12.5% working interest in certain non-operated properties separately for unproved and proved properties. With respect to unproved properties, we followed the guidance in ASC 932-360-40-7, noting that the conveyance to Mitsui of unproved properties represented a pooling of assets.  Consequently, we recognized no gain or loss at the time we conveyed the 12.5% (of 8/8ths) working interest to

4

Mitsui. With respect to proved properties, we followed the guidance in ASC 932-360-55-5 and ASC 932-360-55-6 and concluded that the terms of the Acquisition and Development Agreement (“ADA”) constitute a carried interest.  Consequently, the transaction contemplated by the ADA is not a sale, and we recognized no gain or loss. After Mitsui has reimbursed us for $680 million of drilling and completion costs from the escrow account (as discussed below in our response to comment 5), as billed by the operator, we will be responsible for paying our proportionate share of future drilling and completion costs.

Supplemental Oil and Gas Information (unaudited), page 128

Costs Incurred in Oil and Gas Producing Activities, page 128

4.                                      We note your disclosure under this heading includes separate line items for “Facility costs” and “Leasing activity.”  Please revise your presentation to reflect the disclosure specifically required by FASB ASC 932-235-50-18 and reflected in Example 3 in ASC 932-235-55-4.

RESPONSE:  The “Leasing activity” line item under the heading “Acquisitions” consists entirely of costs related to the leasing of undeveloped acreage.  We have historically distinguished between the “Leasing activity” and “Unproved properties” line items to differentiate between lease acquisition costs for properties acquired through leasing efforts (“Leasing activity”) and those that are part of an acquisition transaction that includes proved and/or unproved reserves (allocated between “Proved properties” and “Unproved properties”).  Please note that the Form 10-K did not include the “Unproved properties” line item because the dollar amount for such line item for the years ended December 31, 2011, 2010, and 2009 was $0.  We believe this disclosure provides financial statement users with greater transparency regarding how we acquire assets and how much we invest to acquire them.

The “Facility costs” line item consists of costs that are associated with facilities related to development activities.  These types of costs are disproportionately weighted to the beginning of large scale, long lead time development projects. We distinguish between “Development costs” and “Facility costs” because we believe it provides financial statement users with more detail regarding the costs we incur to find and develop oil, natural gas and natural gas liquids.

We have reviewed Example 3 in ASC 932-235-55-4 and note that our tabular disclosure does not strictly follow that example.  We propose that in future filings, beginning with our Annual Report on Form 10-K for the year ending December 31, 2012 (“2012 Form 10-K”), we modify our disclosure to the following:

5

Supplemental Oil and Gas Information (unaudited)

Costs Incurred in Oil and Gas Producing Activities

Costs incurred in oil and gas property acquisition, exploration and development activities, whether capitalized or expensed, are summarized as follows:

For the Period Ended XXX,

20XX

20XX

20XX

(in thousands)

Development costs (1)

$

XXX

$

XXX

$

XXX

Exploration costs

XXX

XXX

XXX

Acquisitions

Proved properties

XXX

XXX

XXX

Unproved properties (2)

XXX

XXX

XXX

Total, including asset   retirement obligation

$

XXX

$

XXX

$

XXX

(1)         Includes facility costs of $XXX, $XXX, and $XXX for the periods ended XXX, 20XX, 20XX, and 20XX, respectively.

(2)         Includes $XXX related to the XXX acquisition.  The balance relates to leasing activity.

Form 10-Q for Fiscal Quarter Ended September 30, 2012

Notes to Condensed Consolidated Financial Statements

Note 12 — Acquisition and Development Agreement, page 21

5.                                      We note you hold $93.8 million in cash payments from Mitsui and that $201.3 million of the $680.0 million carry amount has been spent as of September 30, 2012.  Please expand your disclosure here to address the factors that impact the amount and timing of receipt of these carry amounts, such as whether the drilling carry amounts are to be funded on a predetermined schedule or will be reimbursed to you as they are billed by the operator.  In addition, please expand your disclosure to discuss how these drilling carries impact your results of operations, if applicable.

RESPONSE:  Under the ADA, we pay drilling and completion costs as they are billed by the operator, and Mitsui reimburses us for those costs.  The reimbursement funds are drawn from a Company maintained escrow account, which Mitsui funds on a monthly basis.  Pursuant to the ADA, Mitsui committed to maintain the balance of the escrow account in an amount equal to an estimate of 90% of our share of two month’s drilling and completion costs.  We prepare the estimate of each month’s drilling and completion costs using an average of the costs billed by the operator during the prior six months.  Additionally, as discussed in our Note 12 — Acquisition and Development Agreement, the ADA required

November 9, 2012

Via E -mail
A. Wade Pursell
Executive Vice President and Chief Financial Officer
SM Energy Company
1775 Sherman Street, Suite 1200
Denver , Colorado 80203

Re: SM Energy Company
 Form 10-K for Fiscal Year Ended December 31, 2011
Filed February 23, 2012
Form 10 -Q for Fiscal Quarter Ended September 30, 2012
Filed November 1, 2012
File No. 001 -31539

Dear Mr. Pursell :

We have reviewed your filing s and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for  Fiscal Year Ended December 31, 2011

Proved Undeveloped Reserves, page 11

1. We note you converted 8% of yo ur proved undeveloped reserves (“PUDs”) to proved
developed reserves in 2011 .  Please tell us about your development pl ans in sufficient
detail to explain how you intend to convert your PUDs within five years from initial
booking .

2. We note you r statement that “As of December 31, 2011, we had no material proved
undeveloped reserves that have been on our books in excess of f ive years .”  Please note
that Rule 4 -10(a)(31)(ii) of Regulation S -X specifies a five year limit after booking for
the development of PUD reserves.  Please be more specific in your disclosure and affirm

A. Wade Pursell
SM Energy Company
November 9, 2012
Page 2

 to us , if true, that none of your PUD reserves are sc heduled to be developed beyond  five
years after first booking, or otherwise advise.

Notes to Consolidated Financial Statements

Note 12 – Acquisition and Development Agreement and Carry and Earning Agreement,
page 126

3. We note you entered into an Acquisition and Development Agreement with Mitsui E &P
Texas LP wherein you agreed to transfer a 12.5% working interest in certain non -
operated oil and gas assets for Mitsui’s agreement to carry 90% of certain drilling and
completion costs attributable to your remaining interest in these assets, until Mitsu i has
paid a total of $680 million on your behalf.  The agreement also included the conveyance
of 50% of your ownership in gathering assets in exchange for reimbursement by Mitsui
of 50% of the costs you have incurred.  Please clarify for us how you accoun ted for this
transaction on day one.    Additionally, please clarify the nature of the terms once payout
has been reached.

Supplemental Oil and Gas Information (unaudited), page 128

Costs Incurred in Oil and Gas Producing Activities, page 128

4. We note your disclosure under this heading includes separate line items for “ Facility
costs ” and “Leasing activity.”   Please revise your presentation to reflect the disclosure
specifically required by FASB ASC 932 -235-50-18 and reflected in Example 3 in ASC
932-235-55-4.

Form 10 -Q for Fiscal Quarter Ended September  30, 2012

Notes to Condensed Consolidated Financial Statements

Note 12 – Acquisition and Development Agreement, page 21

5. We note you hold $93.8 million in cash payments from Mitsui and that $201.3  million of
the $680.0 million carry amount has been spen t as of September 30, 2012 .  Please expand
your disclosure here to address the factors that impact the amount and timing of receipt of
these carry amounts, such as whether the drilling carry amounts are to be funded on a
predetermined schedule or will be r eimbursed to you  as they are billed by the operator.
In addition, please expand your disclosure to discuss how these drilling carries impact
your results of operations, if applicable .

A. Wade Pursell
SM Energy Company
November 9, 2012
Page 3

 Management’s Discussion and Analysis of Financial Condition and Resul ts of Operations,
page 24

Non-GAAP Financial Measures, page 43

6. We note your disclosure and reconciliation of EBITDAX as a non -GAAP financial
measure used by management to evaluate operating performance and to evaluate
compliance with a financial covenan t required by your credit facility.  As EBITDAX is
used as a measure of liquidity as it relates to the outstanding credit facility, please amend
your disclosure to also  include a reconciliation of the non -GAAP financial measure to the
most directly compara ble GAAP financial measure, or net cash provided by operating
activities, as required by Item 10(e)(1)(i)(B) of Regulation S -K.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be c ertain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   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 responding to our comments, please provide  a written 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 proceedin g initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Jennifer O’Brien  at (202) 551 -3721  or Kimberly Calder, Assistant
Chief Accountant, at (202) 551 -3701  if you have questions regarding commen ts on the financial
statements and related matters.  Please contact me at (202) 551 -3311 with any other questions.

        Sincerely,

        /s/ Ethan Horowitz

        Ethan Horowitz
        Branch Chief

July 14, 2010

A. Wade Pursell
Executive VP and Chief Financial Officer
SM Energy Company
1776 Lincoln Street, Suite 700
Denver, Colorado  80203

Re: SM Energy Company
Form 10 -K for the Fiscal Year Ended December 31, 2009
Filed February 24, 2010
File No. 1 -31539

Dear Mr. Pursell :

We have completed our review of your filings and do not have any further comments
at this time.

        Sincerely,

H. Roger Schwall
Assistant Director

CORRESP
1
filename1.htm

    correspondence.htm

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

June 11, 2010

Mr. H. Roger Schwall

Assistant Director

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

Form 10-K for the Fiscal Year Ended December 31, 2009

Filed February 24, 2010

File No. 1-31539

Dear Mr. Schwall:

On behalf of SM Energy Company, which as reported in a Current Report on Form 8-K filed June 2, 2010 is the new name of the above-referenced registrant (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 your letter dated May 28, 2010, 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.

Form 10-K

General

1.

Please ensure that you check all of the appropriate boxes on the cover page of your periodic reports.

Response:

We note that a box on the cover page of our 2009 Form 10-K to indicate by check mark whether we had submitted electronically and posted on our corporate Web site every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that we were required to submit and post such files), was left unchecked pursuant to the guidance in Question 105.04 of the Compliance and Disclosure Interpretations by the Division of Corporation Finance for Exchange Act Forms, which indicates that a company should not start checking those boxes until it is required to submit those files.  We will become subject to the requirement to submit and post Interactive Data Files beginning with our Quarterly Report on Form 10-Q for the quarterly period ending June 30, 2010, and will check the appropriate box on the cover page of that Form 10-Q and subsequent periodic reports.

We note that the box on the cover page of our 2009 Form 10-K to indicate by check mark if disclosure of delinquent Section 16 filers pursuant to Item 405 of Regulation S-K is not contained therein, and will not be contained, to the best of the registrant’s knowledge, in the definitive proxy statement incorporated by reference in Part III of the Form 10-K, was not checked, and that our definitive proxy statement filed on April 12, 2010 and incorporated by reference in Part III of our 2009 Form 10-K did not contain disclosure of delinquent Section 16 filers, since during the applicable reporting period all of our Section 16 filers filed all required Section 16 reports on a timely basis.  We will ensure that, if appropriate, this box is checked on the cover page of our future Form 10-K reports.

Major customers, page 16

2.

We note that sales to Teppco Crude Oil LLC individually accounted for 12 percent of your total oil and gas production revenue.  Please file any material contracts with Teppco Crude Oil LLC as exhibits.

Response:

All sales to Teppco Crude Oil LLC during 2009 were standard production sales made in the ordinary course of business.  Our standard form oil and gas sales contracts with Teppco are substantively the same as those used for sales to other oil and gas purchasers, and contain no firm commitment volumes or any other terms or provisions that would cause them to be considered material definitive agreements not made in the ordinary course of our business.  Accordingly, we do not believe that any contracts with Teppco Crude Oil LLC need to be filed as exhibits.

Oil and gas production revenue, page 62

3.

Please provide a more detailed discussion of your oil and gas production revenue, similar to the disclosure provided in your 10-Q for the quarter ended March 31, 2010.  In addition, identify the percentages by which oil and gas revenue decreased during the period and the components that contributed to the change in revenue.

Response:

In future filings we will include a table of average realized oil, gas and equivalent prices similar to the table on page 35 of our Form 10-Q for the quarter ended March 31, 2010 (the "Form 10-Q").  We will also add, to the table that appeared on page 59 of our 2009 Form 10-K, disclosures of the production revenue percentage changes between periods separately for oil and natural gas, rather than only showing the percentage change for MCFE equivalents.  Examples of the table and the additional disclosures are as follows:

The following table summarizes the average realized prices we received in the period ended XXX, before the effects of hedging.  Prices for oil and gas increased between the two periods.

For the Period

Ended XXX,

20XX

20XX

Realized oil price ($/Bbl)

$
XXX

$
XXX

Realized gas price ($/Mcf)

$
XXX

$
XXX

Realized equivalent price ($/MCFE)

$
XXX

$
XXX

Selected Operations Data (In thousands, except sales price, volume, and per MCFE amounts):

For the Period

Ended XXX,

Percent

Change

Between

Periods

20XX

20XX

Oil & gas production revenues (1)

Oil production revenue

$
XXX

$
XXX

XX
%

Gas production revenue

XXX

XXX

XX
%

Total

$
XXX

$
XXX

XX
%

(1) Includes the effects of hedging activities

In addition, we will include disclosures consistent with the disclosures immediately below the table on page 35 of the Form 10-Q regarding the components that contributed to the change in revenue.

Exhibit 99.1, page 6

4.

We note your statement that “[t]his report was prepared for the exclusive use and sole benefit of St. Mary Land & Exploration Company and may not be put to other use without our prior written consent for such use.” As Item 1202(a)(8) of Regulation S-K requires the report, please obtain and file a revised version which retains no language that could suggest either a limited audience or a limit on potential investor reliance.

Response:

We have discussed this comment with Ryder Scott Company, L.P. (“Ryder Scott”), the issuer of the report, which report was specifically referred to in the consent of Ryder Scott with respect to the use thereof in our 2009 Form 10-K, as filed as Exhibit 23.2 to our 2009 Form 10-K.  We understand that Ryder Scott is engaged in separate ongoing discussions with the Staff regarding this comment, and is currently developing revised report language as a result of clarifying guidance obtained from these discussions.  We also understand that Ryder Scott plans to submit this revised report language directly to the Staff for further review and discussion.  After the conclusion of Ryder Scott’s discussions with the Staff regarding this comment, we will consult with Ryder Scott in order to determine the appropriate future course of action with respect to this comment.

Definitive proxy statement filed April 12, 2010

5.

Please confirm in writing that you will comply with the following comment in all future filings.  Provide us also with an example of the disclosure you intend to use.  After our review of your response, we may raise additional comments.

Response:

We hereby confirm that we will comply with the following comments in all applicable future filings.  To the extent that we believe that expanded disclosure in response to a comment is appropriate, we have provided below as part of the response to that comment an example of the disclosure that we intend to use.

General

6.

We note that you have not included any disclosure in response to Item 402(s) of Regulation S-K.  Please advise us of the basis for your conclusion that disclosure is not necessary and describe the process you undertook to reach that conclusion.

Response:

We concluded that disclosure in response to Item 402(s) of Regulation S-K was not necessary due to our determination that risks arising from our compensation policies and practices for our employees are not reasonably likely to have a material adverse effect on us, and pursuant to guidance included in the Commission’s adopting release for Item 402(s) of Regulation S-K [Release No. 33-9089] indicating that Item 402(s) does not require a company to make an affirmative statement that it has determined that the risks arising from its compensation policies and practices are not reasonably likely to have a material adverse effect on the company.

The process that we undertook to reach that conclusion involved a review and evaluation by the Compensation Committee of our Board of Directors, which met and evaluated our compensation policies and practices for all employees to determine whether and to what extent, if any, our policies and practices of compensating our employees could result in risk taking incentives, and whether risks arising from our compensation policies and practices for our employees are reasonably likely to have a material adverse effect on us.  In its review and evaluation, the Compensation Committee considered, among other factors, whether there were situations that may require disclosure, such as potential material risk-incentivizing compensation policies and practices:

•           at a business unit of the company that carries a significant portion of the company’s risk profile;

•           at a business unit with compensation structured significantly differently than other units within the company;

•           at a business unit that is significantly more profitable than others within the company;

•           at a business unit where compensation expense is a significant percentage of the unit’s revenues; and

•           that vary significantly from the overall risk and reward structure of the company, such as when bonuses are awarded upon accomplishment of a task, while the income and risk to the company from the task extend over a significantly longer period of time.

Based upon its review and evaluation of our compensation policies and practices, the Compensation Committee determined that our compensation policies are not reasonably likely to have a material adverse effect on us.

Short-term incentive plan, page 25

7.

We note that the short-term incentive plan incorporates a minimum threshold and maximum result for each key performance measure.  We further note that the 2010 STIP will have threshold, target and maximum goals against which year-end results will be evaluated.  Please disclose the threshold, target and maximum amounts for each of the performance measures.

Response:

In future filings containing a Compensation Discussion and Analysis section pursuant to Item 402(b) of Regulation S-K, we will disclose the applicable threshold, target and maximum amounts for each of the applicable performance measures under our short-term incentive program (“STIP”).  An example of the disclosure, using the applicable 2009 measures for purposes of illustration, is as follows:

The following table summarizes the 2009 STIP performance measures, weightings, and target amounts, along with corporate actual results.  Following the table is a discussion and analysis of each performance measure, and a discussion of the corresponding threshold and maximum amounts for each performance measure.

Metric

Target

2009

Actual

Result

Multiplier

Factor

(of target)

Weighting

Corporate

Net Factor

Cash Flow ($ in millions)

$
348.7

$
466.6

 2

30
 %
2.00

Investment Efficiency (capital value ratio)

0.90

0.66

 0

35
 %
0.00

Corporate Growth

—Drill bit PD Reserve Addtns. (Bcfe)

78,108

30,146

 0

21
 %
0.00

—Reserve Replacement %

125
%

15
%
 0

14
 %
0.00

0.60

Discretionary Factors

N/A

—Safety and Environmental

0.05

—Inventory Build

 0.00

—Other

 0.05

Final Multiplier Factor

 0.70

If the target amount of a metric is reached, the STIP is applied at a level of 1X for that metric.  For the cash flow metric, a threshold amount of 25% below the target amount is required, below which no STIP credit is given for that metric, and a maximum amount of 25% above the target results in an application of the STIP at a level of 2X for that metric.  For the investment efficiency metric, a threshold amount of 20% below the target amount is required, below which no STIP credit is given for that metric, and a maximum amount of 20% above the target results in an application of the STIP at a level of 2X for that metric.  For the corporate growth – drill bit proved developed reserve additions metric, a threshold amount of 50% below the target amount is required, below which no STIP credit is given for that metric, and a maximum amount of 25% above the target results in an application of the STIP at a level of 2X for that metric.  For the corporate growth – reserve replacement percentage metric, a threshold amount of 50% reserve replacement is required, below which no STIP credit is given for that metric, and a maximum amount of 270% reserve replacement results in an application of the STIP at a level of 2X for that metric.

8.

We note that Mr. Purcell’s bonus from the short-term incentive plan was $128,520, but that his actual bonus was $153,520.  Please explain the individual performance factors that caused the compensation committee to increase his bonus amount.

Response:

The Compensation Committee did not increase Mr. Pursell’s bonus amount under our STIP, but rather such additional amount was the result of the 2009 payment of the second installment of his signing bonus for joining us in 2008.  As part of Mr. Pursell’s employment offer package for joining us in 2008, he received a signing bonus of $50,000, of which $25,000 was paid with Mr. Pursell’s first paycheck, with the remaining $25,000 paid on the six month anniversary date of Mr. Pursell’s employment March 6, 2009.  Such second installment was contingent upon Mr. Pursell being employed by us on such six-month anniversary date.  The table on page 27 of the proxy statement reflects only Mr. Pursell’s bonus under our STIP.  The Summary Compensation Table on page 37 reflects both Mr. Pursell’s STIP bonus as well as the $25,000 second installment of the signing bonus paid on March 6, 2009, as indicated in footnote 1 to the Summary Compensation Table.

On behalf of the Company, the undersigned 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 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

We believe that the foregoing is responsive to the comments.  If you need further information, you may contact the undersigned at (303) 864-2555.

Sincerely,

/s/ A. WADE PURSELL

A. Wade Pursell

Executive VP and Chief Financial Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -4628

       DIVISION OF
CORPORATION FINANCE

 May 28, 2010

A. Wade Pursell
Principal Accounting and Financial Officer
St. Mary Land & Exploration Company
1776 Lincoln Street, Suite 700
Denver, Colorado  80203
Fax: (303) 861-0934

Re: St. Mary Land & Exploration Company
Form 10 -K for the Fiscal Year Ended December 31, 2009
Filed  February 24, 2010
  File No.  1-31539

Dear Mr. Pursell:

We have reviewed your filing and have the following comments.  Please provide a
written response to our comments.  Please be as detailed as necessary in your explanation.  In
some of our comments, we may ask you to provide us with information so we may bet ter
understand your disclosure.  After reviewing this information, we may 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 comments or any other aspect of our review.  Feel free to
call us at the telephone numbers list ed at the end of this letter.

A. Wade Pursell
St. Mary Land & Exploration Company
May 28, 2010
Page 2

Form 10 -K

General

1. Please ensure that you check all of the appropriate boxes on the cover page of your
periodic reports.

Major customers, page 16

2. We note that sales to Teppco  Crude Oil LLC individually accounted for 12 percent of
your total oil and gas production revenue.  Please file any material contracts with
Teppco Crude Oil LLC as exhibits.

Oil and gas production revenue, page 62

3. Please provided a more detailed discu ssion of your oil and gas production revenue,
similar to the disclosure provided in your 10 -Q for the quarter ended March 31, 2010.
In addition, identify the percentages by which oil and gas revenue decreased during
the period and the components that cont ributed to the change in revenue.

Exhibit 99.1, page 6

4. We note your statement that “[t]his report was prepared for the exclusive use and sole
benefit of St. Mary Land & Exploration Company and may not be put to other use
without our prior written cons ent for such use.”  As Item 1202(a)(8) of Regulation S -
K requires the report, please obtain and file a revised version which retains no
language that could suggest either a limited audience or a limit on potential investor
reliance.

Definiti ve proxy sta tement filed April 12 , 2010

5. Please  confirm in writing that you will comply with the following comment in all
future filings. Provide us also with an example of the disclosure you intend to use.
After our review of you r response, we may raise additional comments.

General

6. We note that you have not included any disclosure in response to Item 402(s) of
Regulation S -K.  Please advise us of the basis for your conclusion that disclosure is
not necessary and describe the proc ess you undertook to reach that conclusion.

A. Wade Pursell
St. Mary Land & Exploration Company
May 28, 2010
Page 3

Short -term incentive plan, page 25

7. We note that the short -term incentive plan incorporates a minimum threshold and
maximum result for each key performance measure.  We further note that the 2010
STIP will have threshold, target and maximum goals against which year -end results
will be evalua ted.  Please disclose the threshold, target and maximum amounts for
each of the performance measures.

8. We note that Mr. Purcell’s bonus from the short -term incentive plan was $128,520,
but that his actual bonus was $153,520.  Please explain the individua l performance
factors that caused the compensation committee to increase his bonus amount.

Closing Comments

Please respond to these comments within 10 business days or tell us when you will
provide us with a response.  Please furnish a letter that keys  your responses to our comments
and provides any requested information.  Detailed letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing y our responses to our
comments.

 We urge all persons who are r esponsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all information required under the
Securities Exchange Act of 1934 and that they have provided all information investors
require for an informed  investment 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 co mments, 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.

A. Wade Pursell
St. Mary Land & Exploration Company
May 28, 2010
Page 4

Please contact Sean Don ahue  at (202) 551 -3579, Michael Karney at (202) 551 -3847,
or me at (202) 551 -3745 with any questions.

        Sincerely,

H. Roger Schwall
Assistant Director

cc:   S. Donahue
 M. Karney

February 5, 2008
 Mail Stop 7010
By U.S. Mail and facsimile to (303) 861-0934

David W. Honeyfield Senior Vice President – Chief Financial Officer
St. Mary Land & Exploration Company 1776 Lincoln Street, Suite 700 Denver, Colorado 80203
 Re:  St. Mary Land & Exploration Company  Definitive Proxy Statement on Schedule 14A   Filed April 10, 2007  File No. 001-31539

Dear Mr. Honeyfield:
  We have completed our review of your executive compensation and related
disclosure, and we have no further comments at this time.
  Please note that the company is responsib le for the adequacy and accuracy of the
disclosure in its filing.  We  are not approving any proposed  disclosure you may have
included in your response letter[ s] or any disclosure you include  in your future filings in
response to our comments.

If you have any further questions regardi ng our review of your filing, please call
me at (202) 551-3687.           S i n c e r e l y ,            C a r m e n  M o n c a d a - T e r r y          A t t o r n e y  A d v i s o r

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE
Mail Stop 7010

February 14, 2008
  Mr. David W. Honeyfield Vice President – CFO, Secretary & Treasurer St. Mary Land & Exploration Company 1776 Lincoln Street, Suite 700 Denver, Colorado  80203
 Re: St. Mary Land & Exploration Company
  Form 10-K for the Fiscal Year Ended December 31, 2006   File No. 1-31539

 Dear Mr. Honeyfield:   We have completed our review of your Form 10-K and related filings and do not, at this time, have any further comments.          S i n c e r e l y ,            B r a d  S k i n n e r         Senior Assistant Chief Accountant

CORRESP
1
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

CORRESP
1
filename1.htm

    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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010

November 27, 2007

Mr. David W. Honeyfield Vice President – CFO, Secretary & Treasurer St. Mary Land & Exploration Company 1776 Lincoln Street, Suite 700 Denver, Colorado  80203
 Re: St. Mary Land & Exploration Company
  Form 10-K for the Fiscal Year Ended December 31, 2006   File No. 1-31539

Dear Mr. Honeyfield:
We have reviewed your Form 10-K for the Fiscal Year Ended December 31, 2006
nd 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 information so we may better understand your disclosure.  After reviewing this information, we may 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 comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

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.
    Properties – page 23

Mr. David W. Honeyfield
St. Mary Land & Exploration Company
November 27, 2007 Page 2

 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 disclosures 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.

With regard to your reserve replacement measures, please:  ƒ 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.
 ƒ 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,
 o proved reserve additions that include both proved reserve additions attributable to consolidated entities and investments accounted for using the equity method.
 ƒ 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. David W. Honeyfield
St. Mary Land & Exploration Company
November 27, 2007 Page 3

ƒ 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.
 ƒ Indicate the time horizon of when the reserve additions are expected to be produced to provide investors a better understanding of when these reserve additions could ultimately be converted to cash inflows.
 ƒ Disclose how management uses these measures.
 ƒ Disclose the limitations of these measures.
 Executive Officers of the Registrant, page 32

3. Item 401 of Regulation S-K requires you to provide a complete five year
biographical sketch for your officers and di rectors.  However, your disclosure in
some sketches is ambiguous with regard to time or appears to leave substantial gaps in the five year period.  For example, Mr. Schuyler’s sketch appears to have a gap of 17 months and Mr. Best’s sketch has a gap of eight months, while up to eleven months of Mr. Ottoson’s experience in 2006 is not clearly described.  Please revise to eliminate all gaps and ambiguities with regard to time in the sketches.
 Controls and Procedures, page 70

 4. Given your need to amend your Form 10-K to correct certain financial and other disclosures, please explain to us why you state in the amended Form 10-K and in subsequent filings on Form 10-Q that your disclosure controls and procedures are
effective.  Please explain to us in greater detail how and by whom the erroneous disclosure in your initial Form10-K was discovered.  Explain the specific steps that the company has taken, if any to prevent such errors from recurring in the future.  If appropriate, file amended reports to address this issue.  We may have additional comments.
     Note 1 – Summary of Significant Accounting Policies, page F-8

Oil and Gas Producing Activities, page F-9

Mr. David W. Honeyfield
St. Mary Land & Exploration Company
November 27, 2007 Page 4

 5. You state that DD&A of capitalized costs is calculated using the units-of-production method based upon proved reserves.  Confirm to us and disclose in future filings, if true, that capitalized costs of exploratory wells that have found proved reserves and capitalized development costs are amortized on the basis of the total estimated units of proved developed reserves, rather than on the basis of all proved reserves, or revise your accounting accordingly.  Refer to SFAS 19, paragraph 35.
 Closing Comments

As appropriate, please amend your filing 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 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 to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment 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 Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

Mr. David W. Honeyfield
St. Mary Land & Exploration Company November 27, 2007 Page 5

 You may contact Sandy Eisen at (202) 551-3864 or Brad Skinner, Senior Assistant Chief Accountant at (202) 551-3489 if you have questions regarding comments on the financial statements and related matters.  You may contact John Madison at (202) 551-3296 or me at (202) 551-3745 with any other questions.          S i n c e r e l y ,             H .  R o g e r  S c h w a l l          A s s i s t a n t  D i r e c t o r

CORRESP
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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 –

 2

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

 3

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

 4

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

 5

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.

 6

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

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
 2

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
 3

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.

 4

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.

 5

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

 6

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        August 17, 2006

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

 Re: St. Mary Land & Exploration Company
  Form 10-K for the Fiscal Year Ended December 31, 2005
Filed February 27, 2006
File No. 1-31539
Response letter dated July 7, 2006

Dear Mr. Honeyfield:

 We have completed our review of your 2005 Form 10-K and related filings and
have no further comments at this time.

Sincerely,

        H .  R o g e r  S c h w a l l           A s s i s t a n t  D i r e c t o r

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        June 1, 2006

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

 Re: St. Mary Land & Exploration Company
  Form 10-K for the Fiscal Year Ended December 31, 2005
Filed February 27, 2006
File No. 1-31539
Response letter dated May 17, 2006

Dear Mr. Honeyfield:

We have reviewed your response letter dated May 17, 2006 and your reserve
reports that you provided and have the following comments.  We have limited our review
of your filing to those issues we have addr essed in our 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 information so we may better understand your disclosure.  After reviewing this information, we may 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 comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

1. In regards to your response number 3 please provide the technical evidence that supports the attribution of proved undeveloped reserves more than one offset location away from a producing location in your coal bed methane properties.   Please include a map showing the proved undeveloped locations in question, the location of the water monitoring wells; the location of the nearest producing wells with their current gas and water production rates, and their cumulative gas and

Mr. David W. Honeyfield
St. Mary Land & Exploration Company
June 1, 2006 Page 2

water production; the pressure changes over time in the field as determined by the water monitoring wells and any other information you deem relevant.  We may have further comments.

2. Regarding response number 4, included in Revisions of previous estimates  should
be reserves added through development drilling due to the approval of decreased spacing within a field.  In the Extensions and discoveries  category, only include
reserves from past drilling that extend the limits of a previously proved reservoir, reserves from the discovery of new fields with proved reserves or a new reservoir in an old field.  Please confirm to us that your reserves additions meet these criteria.

3. Regarding response number 5, we are still considering your response.

4. As to response number 6, please provide the independent petrophysical evaluation, geological mapping and decline curve analysis that you state Ryder Scott generated as part of their evaluation.  Also provide the Ryder Scott reserve report and the properties and the reserves for each party where significant variances existed between the company’s numbers and the third party engineer’s estimate.

5. Confirm to us that all of your proved undeveloped locations in both 2004 and 2005 complied with the existing field rules for their respective fields at the time they were booked as proved reserves.

6. Regarding response number 8 please provide the fields, the quantity of net proved reserves you attributed to each field and under which criteria in the FASB 69 reserve reconciliation table you attributed the reserves to down spacing of drilling locations that had not yet been approved in each of the years 2004 and 2005.  We may have further comments.

7. We note that in the last three years you have averaged $47 million per year in exploration costs and $184 million per year in development costs.  We also note that in the reserve report for 2005 you identify a total of $171 million in development costs.  However, in your 10-K you indicate that your 2006 drilling budget has been increased to $500 million.  This suggests that about two-thirds of the 2006 drilling budget will be for more risky drilling in unproved areas.  Please advise or revise your document to include this information.

8. Tell us if all of the proved undeveloped wells in your 2004 and 2005 reserve reports met your internal corporate investment hurdle rates or criteria for each of those years.

Mr. David W. Honeyfield
St. Mary Land & Exploration Company
June 1, 2006 Page 3

9. Reconcile for us the fact that you have attributed 50 MMCF of proved producing reserves to the Fontana 1-27 well in Pittsburg County, OK but for the 12 proved undeveloped wells in Pittsburg County you have attributed anywhere from six to ten times the amount of  proved reserves per well.  Tell us the cumulative production from the Fontana 1-27 from the coal bed completion as of December 31, 2005.

10. Reconcile for us that in Pittsburg County, OK you have one well with proved producing reserves but have booked 12 proved undeveloped reserves with proved reserves.

11. For the 18 proved undeveloped wells in the Carthage field we note the average gas reserve volume you have attributed to each well.  Tell us the cumulative production through December 31, 2005 of each of the 5 wells that have proved producing reserves.   Provide us with the assurance you received from the operator that the proved undeveloped wells will be drilled.

12. We note that your have attributed almost twice the reserves per well to the proved undeveloped reserves in the Centrahoma field in 2005 compared to 2004.  Please provide the technical reasons for attributing these increased reserves to each proved undeveloped location from that attributed the previous year.

13. Please explain to us why you increased the probable and possible reserves in the Centrahoma field so dramatically in the 2005 reserve report as compared to the 2004 report.

14. We note over 200 proved undeveloped wells in the Elm Grove field.  Tell us how many wells you drilled in each of the last three years in this field.  Tell us if the field rules allow for an increase in the number of wells of this magnitude in the field.  Provide us with the assurance you received from the operator that these wells will be drilled.

15. Tell us the average economic ultimate recovery per proved producing well in the Big Sand Draw field.

16. We note the reserve volumes that you have attributed as proved undeveloped net reserves to the Parkway Unit A&B and 5 infill proved undeveloped wells.  Tell us when these were first booked as proved and under which criteria you placed these reserves in the reserve reconciliation table when originally booked.

17. We note the gas reserves attributed to the Paggi-Broussard #1 well in the Constitution field.  Please provide the production graph of oil and gas over time with the future forecasted production annotated on the curve.  Also provide a

Mr. David W. Honeyfield
St. Mary Land & Exploration Company
June 1, 2006 Page 4

pressure versus cumulative production curve and a well head pressure versus time curve for this well.  Provide any other technical data that support your reserve estimate.

18. We note that in the Elm Grove field your working interest in the proved producing wells appears to average around 2 or 3% while in the proved non-producing wells your working interest averages higher and in the proved undeveloped wells higher still.  Please explain this to us.

19. We note frequently in the reserve reports certain quantities of negative investments under the proved producing properties.  Please explain to us what these represent and if they are also included in the other reserve categories.

20. We note significant investments, up to one third to one half of the cost of a new well, required under some wells classified as having proved non-producing reserves.  We believe that wells with this level of remaining investment should be classified as proved undeveloped.  Please revise your document or tell us why it is not necessary.   Please explain how this was reconciled with Ryder Scott.

Closing Comments

 As appropriate, please amend your filings 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 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 to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment 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;

Mr. David W. Honeyfield
St. Mary Land & Exploration Company
June 1, 2006 Page 5

‚ 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 Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

You may contact Sandy Eisen at (202) 551-3864 or, in her absence, April Sifford
at (202) 551-3684 if you have questions regarding comments on the financial statements and related matters.  You may contact James Murphy, Petroleum Engineer, at (202) 551-3703 if you have questions related to engineering issues and related disclosures.  Please contact me at (202) 551-3740 with any other questions.

Sincerely,

        H .  R o g e r  S c h w a l l           A s s i s t a n t  D i r e c t o r

CORRESP
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July 7, 2006

By EDGAR and by fax (202) 772-9369

Mr. James Murphy

Petroleum Engineer

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.

20549-7010

            Re:

            Supplemental Teleconference with Mr. James Murphy on June 28, 2006, regarding the letter dated June 2, 2006 to St. Mary Land & Exploration Company

            Form 10-K for the fiscal year ended December 31, 2005

            Filed February 27, 2006

            File No. 1-31539

Dear Mr. Murphy:

Thank you for your time and consideration of our comments from our discussion last week.  This letter documents the telephone discussion we had with you on Wednesday, June 28, 2006, regarding our responses to comments number 1, 2, 5, 6, 12, 16, and 20 from our letter dated June 16, 2006.  The results of our follow-up to the discussion are consistent with our initial thoughts; accordingly we have not amended our 2005 Form

10-K as the magnitude of the impact on the reserves for the items described below are not material.  We have included a draft of the reserve reconciliation table that we will prospectively include in the 2006 Form 10-K, that includes the line titled Infill reserves in an existing proved field as discussed below in connection with Comment 2.

Mr. James Murphy

Securities and Exchange Commission

July 7, 2006

Page 2

Comment 1.   Related to comment number 1 and consistent with our telephone discussion, we confirm that the total proved undeveloped (“PUD”) reserves associated with the coalbed methane properties at Hanging Woman Basin in Montana was 1.3 BCF with a PV-10 value of $0.7 million as of December 31, 2005.  As we discussed and as disclosed in the 2005 Form 10-K on page 7, the Supplemental Environmental Impact Statement ordered by the Ninth Circuit Court of Appeals is limited to Federal leases in Montana and does not extend to Wyoming.  We acknowledge that we will consider the status of this supplemental EIS in preparing the year end 2006 reserves to ensure that any new reserves booked at Hanging Woman Basin have appropriate legal assurance as to the ability to drill.

Comment 2.   Pertaining to comment number 2, we have reviewed the filing of the company you suggested as to the classification of reserves associated with infill wells.  We agree that the FASB likely did not contemplate a situation in their definitions from paragraph 11 of SFAS No. 69 that considered a company adding new reserves within the existing aerial reservoir boundaries.  As we will touch on in our supplemental response to question 5, the situation we have in Louisiana and Oklahoma does not fit precisely into any of the existing definitions of the FASB.  The manner in which we had originally booked reserves in a productive field was limited to what our belief of the drainage area was for a well within the field and to the spacing constraints of the well.  In other words, if the field spacing was a 640 acre area and we believed that the well drained from an 80
acre area, we booked reserves attributable to the 80 acre area.  Therefore, the addition of a line item that is titled Infill reserves in an existing proved field seems to appropriately capture the essence of the addition of new reserves in an existing field.  Although we have not amended our Form 10-K, note that we will include the line item Infill reserves in an existing proved field in prospective filings with the SEC.

We emphasize that although we agree that the additional disclosure will be helpful towards understanding where the reserve additions come from, legal regulations vary from state to state and accordingly, the comparability that is generally desired from public disclosure is not completely achieved in terms of the total reserves booked from one company to the next.  We will expand on this concern in the next section.

Comment 5.   Consistent with our discussion on June 28th, the amount of reserves and associated PV - 10 value from wells in Oklahoma and Louisiana that have been recorded as PUD reserves as of December 31, 2005, in which we do not currently have an increased density order in hand is 42.6 BCFE and $65.5 million of PV-10 value.  This represents 5.4 percent of our total reserve volumes and 2.6 percent of the PV - 10 value.  We included all locations where this issue existed, including the five fields previously mentioned in our response.  As we discussed during the call, we do not believe that these amounts represent a material portion of our reserves.

Mr. James Murphy

Securities and Exchange Commission

July 7, 2006

Page 3

As described on the phone, we continue to be concerned by an interpretation that notwithstanding the long and clear track record of regulatory approvals an order must be in hand to book proved reserves as it relates to the question of legal infill locations in Oklahoma and Louisiana from the perspective that the pure technical application of such an interpretation does not in our view represent what we believe to be optimal disclosure.  Our concern stems from the lack of comparability that this answer yields; both to our peers in similar operating regions as well as comparability to our peers in other producing jurisdictions in the U.S. and abroad.  We also emphasize that it was not without regard or due consideration that we made the decision to book these reserves in the first place.  To the contrary, we believe we made a good faith effort and that we diligently considered the regulatory
spacing issue when making the decision to book these reserves and we applied the published  SEC guidance which provides for consideration of prior regulatory approval history, and which does not make any express distinction therein between international and domestic operations.  We first considered this issue in 2002.  At that time we discussed the issue with our independent third party reservoir engineering firm as well as with our legal counsel.  At year end 2002, the issue was limited to seven well locations.  The impact of the issue in 2003 and 2004 was also relatively small since most of the additions came in 2005 with the expanded development at the Elm Grove field in Louisiana and the Centrahoma field in Oklahoma. As discussed on the teleconference, we believe that the degree of certainty with which we can predict the approval for the locations requiring regulatory approval is sufficiently high to reasonably conclude that the booking of these reserves is proper.

As you will recall from our discussion, we stated that we do not attempt to bias our reserve calculations to a desired outcome.  We recognize that it is not a company’s prerogative to attempt to be conservative or aggressive as to how it performs its reservoir engineering, rather, it is the Company’s responsibility to accurately report the reserves it owns using the best information it possesses and considering all the facts, both positive and negative.  We point this item out only to emphasize that we did not nor do we currently consider this issue lightly and that there was a thoughtful process involving logic and well reasoned thinking that led us to our conclusion to book these reserves.  Additionally, we want to emphasize the difficulty we have in reconciling what peer companies appear to be doing in booking reserves compared to how we are booking reserves.

Mr. James Murphy

Securities and Exchange Commission

July 7, 2006

Page 4

We believe that our reservoir engineering is of the highest quality.  For example, as we discussed previously, the publishing of the reserves as prepared by Ryder Scott and Netherland Sewell leads to a disclosure of reserves that is lower by 44 BCFE and $118 million of PV - 10 value, or approximately five percent than if we had simply engaged these firms to audit the reserves prepared by our own internal reservoir engineers.  There are some other compelling bits of evidence to suggest that St. Mary's process for booking of reserves is more rigorous than many in the industry; and we believe in accordance with SEC regulations and guidance.  We refer to Howard Weil’s 2005 Reserve & Finding Cost Study of the Oil & Gas Independents where St. Mary was ranked  50th out of 51 peer companies in terms of overall PUD percentage at
18 percent.  The mean PUD booking was 34 percent and the median was 31 percent.  We have a difficult time reconciling that these peer companies have a lower relative percentage of unproved acres and / or have less acreage, yet have booked a higher percentage of their reserves as PUD’s, since many of these companies are in similar operating regions as St. Mary.

Other factors we gave consideration to were consultation with our independent third party reservoir engineering firm, consultation with our outside legal counsel and the previously provided history of approval of these increased density applications.  As part of our decision process to book these reserves we discussed the issue with the President and Chief Operating Officer of our of independent third party reservoir engineering firm, as recently as 2005, and he pointed out the SEC guidance we reprinted in our previous response as the support for his belief as to the propriety of booking proved locations domestically when infill well spacing approvals are a matter of course.  Following our teleconference with you, we again reviewed the context in which the guidance is presented on the SEC’s website and we still are having difficulty with an interpretation that the guidance is limited
to foreign jurisdictions or to continued recognition of permitting or contracts.  We refer to the opening phrase that states “The history of issuance....” which seems to imply new permitting activities in addition to continuation of existing permitting.  We believe that for purposes of estimating and reporting reserves under SEC regulations and guidance, there should be more rather than less comfort with the track record and consistency of application of the legal and regulatory framework of the applicable jurisdictions within the U.S., as opposed to those governing international operations.  Said another way, we believe that it is unlikely that the rule of law in certain foreign jurisdictions is as consistently applied as it is in the U.S. and there is much more judgment to be had with regard to obtaining permitting in foreign countries.

We note that while each state in the U.S. does have clear guidelines for spacing approvals, the guidelines are quite different depending upon which state the well is located.  For example, regulatory agencies in several of the Rocky Mountain states provide field-wide rules that specify well spacing for specific fields producing in their states.  These field-wide spacing rules are amended as needed when geological and engineering data support a change in well spacing (e.g. down-spacing from 40 acres

Mr. James Murphy

Securities and Exchange Commission

July 7, 2006

Page 5

to 20 acres per well).  Notable fields in which such spacing rules have been used for down-spacing include Jonah and Pinedale in Wyoming and Mamm Creek in Colorado.  Operators in such fields book large volumes of PUD reserves immediately following the issuance of a revised spacing order.  In contrast to such states, Louisiana and Oklahoma do not provide a mechanism for large scale spacing changes.  Infill wells in a producing spaced area require a hearing before the regulatory agency in order to receive approval for drilling, even if wide-spread infill drilling is taking place.  Elm Grove Field in Louisiana and Centrahoma Field in Oklahoma are examples of such fields.  For example, operators in Oklahoma seek such orders in these field areas no more than a year before a well is scheduled to be drilled, as these orders only have a life of one year.  As a matter of course, these states are motivated to
increase their production base.  The result is that there are numerous technically justifiable PUD locations in these fields that don’t have infill spacing orders.  As discussed earlier, these spacing orders are granted as a matter of course.

We believe that a sufficiently “long and clear track record” of regulatory approvals guidance is tantamount to satisfaction of the requirement that companies have a “legal right to drill” proved well locations.  We further believe that the “long and clear track record” of approvals guidance should include domestic situations in which field-wide spacing rules cannot be obtained.  Without such consistent treatment, proved reserve disclosures by public companies will be biased in favor of companies operating in states that provide for field-wide spacing rules.  We reiterate that the history and the degree of certainty that St. Mary will receive the increased density orders on the locations it has booked as PUD’s is nearly 100 percent.

As to our confidence level regarding the issue of obtaining the increased density orders, we discussed this topic with outside legal counsel first in 2002, and the conclusion from those discussions was that given the long and consistent approval history for nearly every application filed in these states, the required application processes in these states could be considered to be essentially perfunctory.

Mr. James Murphy

Securities and Exchange Commission

July 7, 2006

Page 6

We note the Staff’s reference to the Society of Petroleum Engineers (“SPE”) definition of probable reserves with respect to the treatment of incremental reserves attributable to infill drilling requiring closer statutory spacing; however, we were also somewhat surprised by the prominence to which the SPE guidelines for unproved reserves were referred in our discussion of booking proved reserves.  We are under the firm belief that we meet all the conditions necessary for booking these reserves as proved locations for SEC reporting purposes under the SEC’s definition of proved reserves having considered the SEC’s published rules and guidance.  We also respectfully suggest that it may be helpful to the industry as a whole and may improve comparability further among registrants, to explicitly describe any limitations or supplements to the guidance published for SEC
registrants.  That being said, because of our understanding of your position and in the absence of additional published guidance from the Staff, we will on a prospective basis limit the booking of new reserves to those locations where we have the down spacing order in hand as of the date of our reservoir engineering.

Comment 6.  We refer to the response described above in Comment 2.

Comment 12.  The requested technical production information for the producing horizontal wells has been supplementally faxed to your attention under separate cover.

Comment 16.  We appreciate the Staff’s point as to the classification of new reserves attributable to a secondary recovery method being classified as Improved Recovery in the reserve reconciliation tables and will include this line item in future reconciliation tables when applicable.

Comment 20.  The supplemental table below highlight the amount of reserves and PV - 10 value attributable to each strata presented.  In response to our discussion, we have broken out the reserves classified as Proved Developed Non-Producing (PDN) that require additional capital to bring production on line.  Using the 15 percent threshold of recompletion costs to original drilling capital, we note that only 7.2 BCFE or $28 million of PV - 10 value would be moved to the PUD category.

Reserves (MCFE)             PV – 10 (in millions of $)

            Per Strata

            in Aggregate

            Per Strata

            in Aggregate

PDN Capital as a

            Percent of New

            Well Cost

            Greater than 25%

            776.4

            776.4

            $

            2.0

            $

            2.0

            20% to 25%

CORRESP
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June 16, 2006

By EDGAR and by fax (202) 772-9369

Mr. H. Roger Schwall

Assistant Director

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.

20549-7010

            Re:

            Letter dated June 2, 2006 to St. Mary Land & Exploration Company

            Form 10-K for the fiscal year ended December 31, 2005

            Filed February 27, 2006

            File No. 1-31539

Dear Mr. Schwall:

Please find our response to the above captioned comment letter dated June 2, 2006.  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.

Mr. Roger Schwall

Securities and Exchange Commission

June 16, 2006

Page 2

            1.

            In response to your response number 3 please provide the technical evidence that supports the attribution of proved undeveloped reserves more than one offset location away from a producing location in your coal bed methane properties.  Please include a map showing the proved undeveloped locations in question, the location of the water monitoring wells; the location of the nearest producing wells with their current gas and water production rates, and their cumulative gas and water production; the pressure changes over time in the field as determined by the water monitoring wells and any other information you deem relevant. We may have further comments.

The requested technical documentation that supports the attribution of proved undeveloped reserves more than one offset location away from a producing location in our coal bed methane properties has been supplementally submitted to Mr. James Murphy of the Staff.

            2.

            Regarding response number 4, included in Revisions of previous estimates should be reserves added through development drilling due to the approval of decreased spacing within a field. In the Extensions and discoveries category, only include reserves from past drilling that extend the limits of a previously proved reservoir, reserves from the discovery of new fields with proved reserves or a new reservoir in an old field. Please confirm to us that your reserves additions meet these criteria.

The point we were trying to articulate in our prior response is that the language in paragraph 11 of SFAS No. 69 distinguished between the two categories based on one important concept.  This concept is that for an item to be included in the revision line it has to have been previously included in the proved reserves.  We were attempting to communicate that the reserves we have classified as an Extension and discovery are new proved reserves that have been added to our proved reserve database.  Definitionally, the word extension matches much more closely with the reality of how we are recording proved reserves.  If we believed that the reserves qualified for a proved classification in a prior period, then in a subsequent period any change would be recorded to this Revisions line item.  The fact however is that the reserves we have included in the Extension and discovery line are new reserves that have been added.

We do not believe that the FASB definition states nor implies that only reserves from development drilling are classified in the Revision line, nor do we believe that the FASB implies that only the results from exploratory drilling activities should be classified in the Extension and discovery line.  Accordingly, we believe that the final classification or reserves requires the use of management judgment and we believe our presentation is accurate and does not require revision.

Mr. Roger Schwall

Securities and Exchange Commission

June 16, 2006

Page 3

            3.

            Regarding response number 5, we are still considering your response.

We note the Staff’s comment.

            4.

            As to response number 6, please provide the independent petrophysical evaluation, geological mapping and decline curve analysis that you state Ryder Scott generated as part of their evaluation.  Also provide the Ryder Scott reserve report and the properties and the reserves for each party where significant variances existed between the company's numbers and the third party engineer's estimate.

As discussed with Mr. James Murphy in a telephone conference on June 14, 2006, we do not require that Ryder Scott formalize their analysis in a bound report for the reserves that they prepare.  Summaries of the requested technical information have been supplementally submitted to Mr. Murphy.

            5.

            Confirm to us that all of your proved undeveloped locations in both 2004 and 2005 complied with the existing field rules for their respective fields at the time they were booked as proved reserves.

Some well locations in both Oklahoma and Louisiana that are included as Proved Undeveloped Reserves in our 2004 and 2005 reserve reports did not have approval from the appropriate regulatory agencies for certain increased density applications or alternate well unit designations for certain of these proved undeveloped locations at the time of publishing the reserves.

We note that in making the decision as whether or not to include these well locations in our yearend reserve disclosures we considered the location of the wells, our history of development in the specific area, the history of regulatory approval in the specific area, we polled other operators in the area, we considered our ability and intent to drill the location and we considered the applicable guidance of the SEC staff.  All of these considerations led us to the conclusion that these specific well locations should be included in our yearend reserves.  The SEC Staff guidance we are referring to was issued on February 21, 2001, and is set forth under Item II.F.3 of the Division of Corporation Finance’s Requested Accounting and Financial Reporting Interpretations and Guidelines on the SEC’s website, as shown below:

Issue 3. d. Paragraph 4 – The history of issuance and continued recognition of permits, concessions and commerciality agreements by regulatory bodies and governments should be considered when determining whether hydrocarbon accumulations can be classified as proved reserves.  Automatic renewal of such agreements cannot be expected if the regulatory body has the authority to end the agreement unless there is a long and clear track record which supports the conclusion that such approvals and renewal are a matter of course.

Mr. Roger Schwall

Securities and Exchange Commission

June 16, 2006

Page 4

Based on our observed long and clear track record of receiving approval of increased density applications from the regulatory agencies described below, we believe there is only a remote possibility that these locations will not be approved and drilled by the Company, accordingly, we believe the classification of these reserves as Proved Undeveloped Reserves was appropriate in each respective reserve report.  The specifics of these particular well locations are described below.

At Elm Grove Field in Louisiana, our research has indicated that 100 percent of alternate unit designations have been approved by the Louisiana Office of Conservation allowing for 40 acre drilling density.  Over 200 alternate well unit applications were obtained in 2005 by the operators of our Elm Grove Field leases with no denied applications.  We have consulted specialists who focus on alternate well unit applications in Louisiana, who have confirmed 100% approval of over 300 applications per year since 1985 in various fields in Louisiana.  We have operated in Louisiana since 1992 and 100 percent of our applications for alternate well unit designations have been approved by the Louisiana Office of Conservation.  Given this long and clear track record of approvals in the area we are drilling as well as our observed history of obtaining these approvals, we concluded that the classification of our PUD
reserves at Elm Grove Field and other Louisiana fields on well locations that are adjacent to productive wells is appropriate.  Although our ownership in Elm Grove Field dates back only to December 2004 when we acquired our interests in the field, our experience to date has been consistent and we have no reason to believe it will not continue.

Similarly, our evaluation of increased density applications with the Oklahoma Corporation Commission has yielded similar approval history.  Specifically, from 1998 through 2003, our research concluded that 97% of the increased density applications in Beckham (NE Mayfield) and Coal (Centrahoma) Counties were approved.  Since 2003, 100% of St. Mary’s increased density applications have been approved.  The PUD well locations for these areas are adjacent to productive wells in the associated field.   As a company, we have had operations in Oklahoma for over 15 years and our Mid-Continent region has been the most active drilling region of our Company.  As such, our experience with these regulatory matters is extensive.  With our expertise, history and the realized results of the regulatory approval process, we have concluded that the classification of the reserves associated with these well locations as
Proved Undeveloped is appropriate.

            6.

            Regarding response number 8 please provide the fields, the quantity of net proved reserves you attributed to each field and under which criteria in the FASB 69 reserve reconciliation table you attributed the reserves to down spacing of drilling locations that had not yet been approved in each of the years 2004 and 2005. We may have further comments.

Mr. Roger Schwall

Securities and Exchange Commission

June 16, 2006

Page 5

This comment response should be read in conjunction with response number 2 and response number 5.  The table below has been supplementally provided to the Staff in response to the comment.  The table presents a summary of the reserves as well as the PV-10 value included in each year that were subject to down spacing approval.  As described in response number 2 and response number 5, we believe that the inclusion of these reserves in each year’s reserve disclosures is appropriate and we believe that the classification as an Extension and discovery is also appropriate.

Reserve added and the associated PV-10 are as follow ($’s in millions):

            2004

            2005

            BCFE

            PV-10

            BCFE

            PV-10

            Centrahoma Field, OK

            0.9

            $  0.6

            20.3

            $31.8

            NE Mayfield Field, OK

            2.9

            3.4

            0.9

            0.3

            Middleburg Field, OK

            1.1

            1.4

            -

            -

            Elm Grove Field, LA

            -

            -

            25.6

            39.5

            Spider Field, LA

            -

            -

            3.9

            14.3

            Field Totals

            4.8

            $  5.3

            50.6

            $85.8

            Percent of St. Mary Totals

            0.7%

            0.4%

            6.4%

            3.4%

            7.

            We note that in the last three years you have averaged $47 million per year in exploration costs and $184 million per year in development costs. We also note that in the reserve report for 2005 you identify a total of $171 million in development costs. However, in your 10-K you indicate that your 2006 drilling budget has been increased to $500 million. This suggests that about two-thirds of the 2006 drilling budget will be for more risky drilling in unproved areas. Please advise or revise your document to include this information.

The magnitudes of the numbers you point out have not been much different for St. Mary from year to year.  The following table reflects the initial total proved capital development costs for the ensuing year and the initial capital budget for the corresponding year.   The derived percentage is recalculated.

            2004

            2005

            Undiscounted capital per the reserve report (millions)

            $

            76

            $  171

            Capital budget for the related year (millions)

            $  293

            $  500

            Derived percentage

            25.9%

            34.2%

Mr. Roger Schwall

Securities and Exchange Commission

June 16, 2006

Page 6

Our capital budgeting process includes anticipated capital spending that includes Proved Developed Non Producing, Proved Undeveloped, Probable and Possible reserves.  Often times in the period between reporting yearend reserves we will develop a Proved Undeveloped location that will allow us to move Probable or Possible locations into the Proved category during the year.  Our budget process has historically included the capital costs associated with these Probable and Possible locations.  Our capital budget process also contemplates forecasts of costs that we expect to be paying based on industry trends of service, equipment, chemical and personnel costs over the ensuing period, rather than being based solely on the costs in effect as of yearend, as reflected in the reserve case published in the Form 10-K.

As a Company, our business has been predominately related to development activity and in our budgeting activity we contemplate the success we expect to achieve in our drilling results and may include activities in our budget that are more than one offset location away, as mentioned earlier.  Our success ratio from drilling has been 93.5 percent, 88.2 percent, and 82.5 percent in 2005, 2004 and 2003, respectively.  Through the first quarter of 2006, our success ratio has been 89.9 percent, including recompletions and 98 percent on conventional wells, excluding recompletions.

We believe that this information supports that our risk profile is consistent with our disclosures that “we have assembled a balanced program of low-to-medium-risk development and exploitation projects that provide the foundation for steady growth”

As such, we do not believe that supplemental disclosure is necessary.  In the event that St. Mary does change its focus to higher risk projects that would generally be characterized more as wildcat exploration, we will appropriately include disclosure in our filings at such time.

            8.

            Tell us if all of the proved undeveloped wells in your 2004 and 2005 reserve reports met your internal corporate investment hurdle rates or criteria for each of those years.

Supplementally, we confirm to the Staff that all of the proved undeveloped wells in our 2004 and 2005 reserve reports meet or exceed our internal investment hurdle rates and we intend to invest to develop these reserves.

The Proved Undeveloped reserves in the 2004 and 2005 reserve reports are economic based on the cash flow models and produce a positive return on investment.

            9.

            Reconcile for us the fact that you have attributed 50 MMCF of proved producing reserves to the Fontana 1-27 well in Pittsburg County, OK but for the 12 proved undeveloped wells in Pittsburg County you have attributed anywhere from six to ten times the amount of proved reserves per well. Tell us the cumulative production from the Fontana 1-27 from the coal bed completion as of December 31, 2005.

Mr. Roger Schwall

Securities and Exchange Commission

June 16, 2006

Page 7

In response to Comments #9 and #10, please note that St. Mary owns an interest in numerous wells in Pittsburg County, OK and that the Fontana 1-27 well is not used in the justification of our CBM PUD reserves, as it is in a different field and produces from a conventional reservoir, the Wapanucka formation.  We realize that confusion has been created by utilizing the field na

CORRESP
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May 17, 2006

By EDGAR and by fax (202) 772-9369

Mr. H. Roger Schwall

Assistant Director

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.

20549-7010

            Re:

            Letter dated May 4, 2006 to St. Mary Land & Exploration Company

            Form 10-K for the fiscal year ended December 31, 2005

            Filed February 27, 2006

            File No. 1-31539

Dear Mr. Schwall:

Please find our response to the above captioned comment letter dated May 4, 2006.  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:

Accounting Comments

Form 10-K for the Fiscal Year Ended December 31.2005

Properties

Mr. Roger Schwall

Securities and Exchange Commission

May 17, 2006

Page 2

1.        With regard to your disclosures 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.

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.

            •

            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:

            •

            non-proved reserve quantities, or,

            •

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

            •

            Identify the reasons why proved reserves were added.

            •

            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.

            •

            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.

Mr. Roger Schwall

Securities and Exchange Commission

May 17, 2006

Page 3

            •

            Indicate the time horizon of when the reserve additions are expected to be produced to provide investors a better understanding of when these reserve additions could ultimately be converted to cash inflows.

            •

            Disclose how management uses these measures

            •

            Disclose the limitations of these measures.

Please note that we specifically discussed the reserve replacement disclosure with Mr. Schwall and Mr. Murphy last year 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 Form 10-K.  We documented the agreed conclusions from the aforementioned telephone conversation in a letter dated April 27, 2005, which was addressed to Mr. Murphy.

We believe that the Form 10-K is an integrated document and that 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.  The view we have taken 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.  Arguably, these measures are operating measures that would normally be excluded from the definition of a non-GAAP financial measure.  With regard to the disclosure of the Reserve Replacement – Including Sales and Reserve Replacement – Excluding Sales we direct the SEC Staff’s attention to the following areas of our Form 10-K filing.

            •

            Page 11 – The definitions of the measures as well as the method for calculating the resulting percentages.

            •

            Page 2 – A description of the resulting percentage measures in the context of how our reserves had changed during the year, as well as what components of our reserve replacement came from organic drilling operations and by acquisitions.  Included in this section is relevant discussion of where the largest reserve additions were to the Company.

            •

            Page 24 – The measures are disclosed in the table of Proved Reserve Data.  This disclosure provides the regulatory required items plus those measures that we believe to be important for measuring and benchmarking our performance.  These measures are displayed with equal prominence to other data provided in the table as not to imply that the supplemental measures are more or less important than another.

Mr. Roger Schwall

Securities and Exchange Commission

May 17, 2006

Page 4

            •

            Page 34 – The MD&A disclosure includes management’s goals as related to reserve replacement, how we believe a 200 percent reserve replacement is important for growing net asset value per share, and then we describe how St. Mary has performed against those goals. This information is included in our disclosures, because we believe they are important metrics to understand the performance of our operations.  Accordingly, we provided the information to the readers of our Form 10-K.  These disclosures represent management’s belief as to why the presentation of these measures provides useful information to investors regarding our asset base, which then provides a basis for assessing the Company’s performance and financial condition.

We confirm that these measures are calculated using only proved reserves.  We also note for the Staff’s understanding, that St. Mary has fully consolidated each of its subsidiaries 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 calculation of the reserve replacement metrics can be calculated directly from the line items in the oil and gas disclosures on page F-31.

Related to the time horizon over which the reserve additions are expected to be produced, reserves have been added as a result of drilling activity (including proved developed and proved undeveloped reserves) and acquisitions.  Our additions have been in geographic areas where St. Mary had previously established core areas of operations and these reserve additions do not have substantially different characteristics than the existing assets.  Please note the reserve life referenced in the Proved Reserves Data table on Page 24 which increased slightly over the last three years, indicating that the proved reserve additions are similar in character to the pre-existing proved reserves.  Our Proved Undeveloped (“PUD”) Reserves increased from 15 percent to 18 percent of total proved reserves, indicating that a higher percentage of the proved reserves are currently undeveloped, and thus, will require a
slightly longer time horizon to be produced.  We believe that the disclosures in the first full paragraph on page 2 of the Business section as well as in the second paragraph of the Reserve Replacement and Growth topic covered in the opening section of our MD&A on pages 34 and 35 describing the increase in the PUD percentage provide a clear description of the location and factors related to the increase in the PUD percentage.

Mr. Roger Schwall

Securities and Exchange Commission

May 17, 2006

Page 5

As to the reconciliation of the PV-10 value disclosure, we have a definition of this measure on page 10 of our Form 10-K.  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.  Since we emphasize that this measurement is indicative towards measuring we do not believe that any further mitigating language is necessary for the disclosure.  As you can see on page 24 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.  In terms of providing a reconciliation between the two measures, we believe that a reconciliation is not incrementally meaningful as the components of the calculation are fully
described and the result is explicitly provided by the Company.  In addition, there are no complex or unusual reconciling items.  Therefore, we believe that a reasonably prudent reader can understand the difference between the two measures and reconcile the number without difficulty.

We do recognize the requirement of Regulation S-K, Item 10(e)(1)(i)(B) and note that St. Mary will prospectively include a tabular presentation as a footnote to the Reserves section on page 24 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, as it currently is presented is misleading or would cause a reasonably prudent reader to misunderstand St. Mary’s business, oil and gas reserves, asset base, financial position or results of operations.  Accordingly, we respectfully request that the tabular presentation be included on a prospective basis only.

Lastly, with regard to disclosure as to uncertainties about reserve additions we refer the SEC Staff to our existing risk factors disclosures on page 12 titled -If we are not able to replace reserves, we will not be able to sustain production; and, The actual quantities and present value of our proved oil and gas reserves may be less than we have estimated; as well as on page 14 titled – Exploration and development drilling may not result in commercially productive reserves and Future oil and gas price declines or unsuccessful exploration efforts may result in write-downs of our asset carrying value on page 15.  We believe that these disclosures, together with the Cautionary Information about
Forward Looking Statements section beginning on page 7, allow a reader to be adequately aware of the risks to the industry as a whole as well as specifically to St. Mary.  In the Reserve Replacement and Growth caption of our MD&A we talk about aberrations from period to period and why we believe that multi-year measures are more representative of the performance of companies in our business.  We also point out to the SEC Staff that over the three years ended 2003, 2004 and 2005 our net revision is an upward 37.2 BCFE adjustment.  Relative to our yearend reserves at each of the aforementioned period yearends, the revision line has represented less than 4.3 percent of the total period end reserve quantities.  As such, we do not believe that the change from the revision line is of such a size to warrant any additional disclosure.

Mr. Roger Schwall

Securities and Exchange Commission

May 17, 2006

Page 6

Engineering Comments

Form 10-K for the Fiscal Year Ended December 31, 2005 General

            2.

            Please provide a copy of your 2004 and 2005 reserve reports. Also provide a copy of the reserve reports that includes the determination of the unproved reserves reported in your press release dated January 26, 2006.

The requested reports were supplementally submitted to Mr. Murphy of the Staff for delivery on May 17, 2006.

            3.

            Please tell us if you attributed proved reserves to locations that are not adjacent to productive wells. Submit to us the engineering and geologic justification for PUD reserves you have claimed that are not in legal, technically justified locations offsetting (adjacent to) productive wells. Otherwise, affirm to us that none of your claimed PUD reserves are attributed to such locations.

We confirm that with the exception of the coalbed methane (“CBM”) reserves in the Powder River Basin described in the next paragraph, that our PUD reserves are adjacent to existing productive wells.

In the CBM project area in the Powder River Basin, PUD reserves have been booked in sections offsetting sections of proved developed producing reserves.  As of December 31, 2005, we had recorded 4 BCF of PUD reserves related to these CBM reserves of the total 794 BCFE of proved reserves for the Company.  Although a portion of these PUD locations are not immediately offsetting productive wells, these sections have demonstrated with certainty that continuity of production exists as described based on the following criteria.

Mr. Roger Schwall

Securities and Exchange Commission

May 17, 2006

Page 7

To categorize the CBM locations as proved reserves, the Company and NSAI, the Company’s independent reserve evaluator for the Powder River Basin properties, require adequate documentation regarding (1) geologic lateral continuity of the coal members, (2) pressure data to confirm continuity of the coals, (3) test or production data, from any wells in the section or offsetting section regardless of operator, to establish the coal permeability and the capability of the coals to produce gas, (4) sufficient gas content data, and (5) commerciality of existing operations and planned future development.  Even though the guidelines suggested by the Securities and Exchange Commission are restrictive on this issue, the Company and NSAI are of the opinion that the Powder River Basin represents one of the few examples in the United States where proved undeveloped reserves can be assigned beyond one direct
offset spacing unit due to the demonstration of pressure communication (reservoir connectivity) over large distances as shown by water level tracking.  This is only done in selected areas where coal continuity is established by existing well control and where pressure and permeability is established based on pressure and production information.  Also, the offset or reference well for a PUD location assignment must be to an acceptable peak gas rate to support commerciality and to clearly support depletion of the assigned volumetric reserves for the spacing unit (either 80 or 160 acres).  The producing well that establishes PUD reserves for an area may not necessarily be owned by St. Mary.  The determination and classification of these reserves as proved is a case-specific decision based on the data available.  Business, page 1

Significant Developments since December 31, 2004

            4.

            According to FASB 69 paragraph 30, revisions should include reserve additions from development drilling. We note your reserve revisions of 33.9 BCFE represent about a 5.5% increase over 2004 repo

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        May 4, 2006

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

 Re: St. Mary Land & Exploration Company
  Form 10-K for the Fiscal Year Ended December 31, 2005
Filed February 27, 2006
  File No. 1-31539

Dear Mr. Honeyfield:

We have reviewed your Form 10-K for the Fiscal Year Ended December 31, 2005
and have the following comments.  We have limited our review of your filing to those
issues we have addressed in our 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 information so we may better understand your disclosure.  After reviewing this information, we may 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 comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Accounting Comments

Form 10-K for the Fiscal Year Ended December 31, 2005

Properties

1. With regard to your disclosures 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

Mr. David W. Honeyfield
St. Maryland Land & Exploration Company
May 4, 2006 Page 2

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.

With regard to your reserve replacement measures, please:

ƒ 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.

ƒ 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,

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

ƒ 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.

ƒ 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.

ƒ Indicate the time horizon of when the reserve additions are expected to be produced to provide investors a better understanding of when these reserve additions could ultimately be converted to cash inflows.

ƒ Disclose how management uses these measures.

Mr. David W. Honeyfield
St. Maryland Land & Exploration Company
May 4, 2006 Page 3

ƒ Disclose the limitations of these measures.

Engineering Comments

Form 10-K for the Fiscal Year Ended December 31, 2005

General

2. Please provide a copy of your 2004 and 2005 reserve reports. Also provide a copy of the reserve reports that includes the determination of the unproved reserves reported in your press release dated January 26, 2006.

3. Please tell us if you attributed proved reserves to locations that are not adjacent to productive wells.  Submit to us the engineering and geologic justification for PUD reserves you have claimed that are not in legal, technically justified locations offsetting (adjacent to) productive wells.  Otherwise, affirm to us that none of your claimed PUD reserves are attributed to such locations.

Business, page 1

Significant Developments since December 31, 2004

4. According to FASB 69 paragraph 30, revisions should include reserve additions from development drilling.  We note your reserve revisions of 33.9 BCFe represent about a 5.5% increase over 2004 reported reserves volumes.  This seems inconsistent with your statement that you added 140 BCFe from your drilling program.  Please advise us if you include reserve additions from development drilling as revisions.

Risk Factors, page 11

The actual quantities and present values of our proved oil and gas reserves…….page 12

5. Revise to indicate how many of your reserves were proved developed non-producing as of December 31, 2005.

Mr. David W. Honeyfield
St. Maryland Land & Exploration Company
May 4, 2006 Page 4

Properties, page 20

Reserves, page 24

6. You state that Ryder Scott and Netherland, Sewell & Associates prepared your reserves.  With a view towards possible disclosure, explain to us the meaning of the term “prepared.”  Tell us if they provided independent petrophysical analysis, geological mapping and decline curve analysis as part of their evaluation and if they utilized all of that work in the final reserve estimates.  Provide us with the level of input, if any, that the company contributed to their work.

Acreage, page 27

7. You state that developed acreage is acreage assigned to producing wells for the spacing unit of the producing formation.  Based on the total net developed acreage of 407,322 acres and the total net wells of 1,522 the average spacing per well is over 260 acres.  This appears to be high for oil and gas fields located onshore in the United States.  Please reconcile this for us.

Press Release Dated January 26, 2006

8. We note your press release dated January 26, 2006 announcing year-end 2005 reserves.  Please explain to us the source of the unproved definitions and the definitions themselves that you utilized.  Provide the basis for these estimates.

Closing Comments

Please amend your filing 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 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 to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment 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.

Mr. David W. Honeyfield
St. Maryland Land & Exploration Company
May 4, 2006 Page 5

 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 Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

 You may contact Sandy Eisen at (202) 551-3864 or April Sifford, Branch
Chief, at 202-551-3684, if you have questions regarding comments on the financial statements and related matters.  You may contact James Murphy, Petroleum Engineer, at 202-551-3703, with questions about engineering comments.  Please contact me at (202) 551-3740 with any other questions.  Direct all correspondence to the following ZIP code:  20549-7010.

        S i n c e r e l y ,

        H .  R o g e r  S c h w a l l
        A s s i s t a n t  D i r e c t o r

cc:  Sandy Eisen
 April Sifford
 James Murphy

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

									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

??

??

??

??

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

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

04/27/05 SEC CORRESPONDENCE

April 27, 2005

By EDGAR and by fax (202-942-9528)
----------------------------------

Mr. Jim Murphy
Petroleum Engineer
Division of Corporation Finance
United States Securities and Exchange Commission
Washington, D.C.
20549-0405

RE:      Documentation of telephone conversations on April 11 and 12, 2005
         associated with the response dated March 31, 2005 from St. Mary Land
         & Exploration Company to the United States Securities and Exchange
         Commission File No.  1-31539

Dear Mr. Murphy:

Pursuant to our telephone conversations, this letter confirms that St. Mary Land
& Exploration Company ("St. Mary") will not be required to revise its 2004
Form 10-K.

This letter also serves to confirm that St. Mary will include expanded
disclosure in future Form 10-K filings related to the reserve replacement
percentage concept that will include reserve replacement percentages both
including and excluding sales of reserves. We will also include a definition in
the glossary that will describe the manner in which the calculation is performed
for the reserve replacement including sales of reserves. The disclosures will
include a presentation of all years included in the financial statements
together with discussion of any significant variances or trends.

Thank you for your time and suggestions. Please contact me at (303) 863-4334
with any further questions.

Best Regards,

/S/ DAVID W. HONEYFIELD

David W. Honeyfield
V.P. - Finance, Secretary & Treasurer

cc:      Dwight Landes, Ballard Spahr Andrews & Ingersoll, LLP
         Dennis Boylan, Deloitte & Touche, LLP

CORRESP
1
filename1.htm

04/19/05 SEC CORRESPONDENCE

                                                                  April 19, 2005

By facsimile - (202) 942-9528, EDGAR
and Federal Express

Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street N.W.
Washington, D.C.  20549-0405

Attn:    Tangela Richter
         Melinda Kramer

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

Dear Ms. Richter and Ms. Kramer:

         Please accept the following response to the comment from the SEC
staff's review of the above-referenced proxy materials, which comment was
communicated to the undersigned in a telephone discussion with Tangela Richter
and Melinda Kramer of the SEC staff on April 15, 2005 and discussed further with
Ms. Richter on April 19, 2005. Such comment relates to comment no. 4 in a letter
by H. Roger Schwall dated April 14, 2005 and the response thereto in a letter by
the Company dated April 14, 2005.

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

         4.       The Company hereby supplementally confirms that it has no
                  current plans, proposals or arrangements, written or
                  otherwise, to engage in any business or investment opportunity
                  which would involve the issuance of shares of the Company's
                  common stock that would be subject to the disclosure
                  requirements of Note A of Schedule 14A, which provides that
                  where a solicitation of security holders is for the purpose of
                  approving the authorization of additional securities which are
                  to be used to acquire another specified company, and the
                  registrant's security holders will not have a separate
                  opportunity to vote upon the transaction, the solicitation to
                  authorize the securities is also a solicitation with respect
                  to the acquisition.

Securities and Exchange Commission
April 19, 2005
Page 2

Should you have any further questions, please call me at (303) 863-4334.

                                   Very truly yours,

                                   /S/ DAVID W. HONEYFIELD

                                   David W. Honeyfield
                                   V.P. - Finance, Secretary & Treasurer

Enclosure

cc:      Mr. Dwight Landes - Ballard Spahr Andrews & Ingersoll, LLP
        (w/ encl.) - By facsimile

CORRESP
1
filename1.htm

04/14/05 SEC Correspondence

                                                              April 14, 2005

By facsimile - (202) 942-9528, EDGAR
------------------------------------
and Federal Express
-------------------

Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street N.W.
Washington, D.C.  20549-0405

Attn:    Melinda Kramer

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

Dear Ms. Kramer:

         Please accept the following responses to the comments from the SEC
staff's review of the above-referenced proxy materials, which comments were set
forth in a letter by Mr. H. Roger Schwall dated April 14, 2005. The responses
are numbered to correspond to the comment numbers. Enclosed by facsimile is a
paper copy of the revised preliminary proxy statement which is black-lined to
indicate all changes from the original preliminary proxy materials filed on
April 1, 2005. Please note that the revised preliminary proxy materials are
being filed today by EDGAR.

General
-------

     1.   The total number of issued and outstanding shares and the shares
          reserved for issuance have been included in the proxy on page 1 and
          page 19.

Equity Compensation Plans, page 16
----------------------------------

     2.   The disclosure on page 16 related to equity compensation plans, has
          been expanded to include the following statement: "There are no equity
          compensation plans that are not approved by the stockholders."

Securities and Exchange Commission
April 14, 2005
Page 2

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

     3.   On a supplemental basis, I confirm that the stock split has occurred
          with a distribution date of March 31, 2005. I also confirm all share
          and per share amounts in the proxy reflect the stock split.

          I have included on page 19 a sentence in the OTHER MATTERS TO BE VOTED
          ON section that read as follows: "Prior to amendment to the Company's
          certificate of incorporation, the Company has sufficient authorized
          shares to effect the stock split."

     4.   I have added a sentence on page 19 stating the following: "Although
          the Company continuously evaluates opportunities and proposals in the
          marketplace for the acquisition of oil and gas properties and related
          financing transactions, the Company has no current definitive plans or
          arrangements to issue shares for an acquisition or an equity
          issuance."

Other Changes
-------------

         I have included marked pages from the cover, the cover letter from Mr.
Hellerstein, the cover letter from me and page 10 with other minor changes.

Acknowledgement
---------------

         The Company herby acknowledges that:

          o    the Company is responsible for the adequacy and accuracy of the
               disclosure in the filing;

          o    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

          o    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.

Securities and Exchange Commission
April 14, 2005
Page 3

         Should you have any further questions, please call me at (303)
863-4334.

                                       Very truly yours,

                                       /S/ DAVID W. HONEYFIELD

                                       David W. Honeyfield
                                       V.P. - Finance, Secretary & Treasurer

Enclosures

cc:   Mr. Dwight Landes - Ballard Spahr Andrews & Ingersoll, LLP (w/ encl.)
      - By facsimile

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

									March 24, 2005

via facsimile and U.S. mail

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

	Re:	St. Mary Land & Exploration Company
		10-K for the fiscal year ended December 31, 2004
		File No. 1-31539

Dear Mr. Honeyfield:

      We have reviewed the above filing and have the following
engineering comments.  Our review has been limited to the specific
issues identified in this letter.  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 comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

10-K for the fiscal year ended December 31, 2004

filed on February 25, 2004

Business, page 1 and Properties, page 22

1. We note your disclosure that your reserve replacement in 2004
was
190 percent of production.  Taking all reserve changes into
account,
your reported reserves at end of year 2004 appear to be 64.9 BCFe
higher than the previous year.  Therefore, it seems that you
actually
replaced 86% of your reported production of 75.4 BCFe in 2004.
Please revise your document to correct the disclosure and expand
it
to include how the reserve replacement was calculated.  Or inform
us
why you believe the disclosure of 190 percent reserve replacement
in
2004 is reliable information. As you appear to discuss this metric
in
length in other parts of the document, please revise the
disclosure
as necessary throughout the document including the guidance from
the
first comment.

Explain your reported reserve replacement values for 2003 and 2002
also.  It appears that instead of 293% and 306% for 2003 and 2002
as
you report, for 2003 you increased reserves by 103 BCFe, while
producing 76.9 BCFe, or a 134% increase over 2003 production and
for
2002 you increased reserves by 107.6 BCFe, while producing 55
BCFe,
or a 196% increase over 2002 production.  Please revise these as
necessary or explain why your disclosure is reliable information
for
use by investors.

Closing Comments

      As appropriate, please amend your filings in response to
these
comments within 10 business days.  You may also wish to provide us
with marked copies of any 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.

      Direct questions related to engineering issues to James
Murphy,
Petroleum Engineer, at (202) 942-2939.  Direct questions related
to
all other disclosure issues to the undersigned at (202) 942-1870.
Direct all correspondence to the following ZIP code:  20549-0405.
							Sincerely,

      H. Roger Schwall
							Assistant Director

??

??

??

??

Mr. David W. Honeyfield
St. Mary Land & Exploration Company
March 24, 2005
Page 1

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

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

via facsimile and U.S. mail

Mr. Mark A. Hellerstein
President and Chief Financial Officer
St. Mary Land & Exploration
1776 Lincoln Street
Denver, CO 80203

Dear Mr. Hellerstein:

While conducting a limited review of your Annual Report on the
form
10-K we have the following questions related to your operations in
the Gulf of Mexico and other oil and gas producing areas:

1. Have you booked proved reserves without a production flow test
in
the deepwater Gulf of Mexico?  Have you booked proved reserves
without a production flow test in other areas?  Which areas?

2. If you have booked proved reserves without a production flow
test,
how long is the time from the reserve booking until first
production
in the shallow Gulf of Mexico, deepwater Gulf of Mexico and other
areas, if any.

3. What is the estimated cost to conduct a production flow test
from
your deepwater Gulf of Mexico properties?

4. When you perform production flow tests in the deepwater Gulf of
Mexico what is the average duration of the test?

5. What is the minimum amount of data that you require to book
proved
reserves in the Gulf of Mexico without a production flow test?
Other
areas?  Examples may be, but not limited to, types of open hole
logs,
seismic, whole cores, sidewall cores, MDT or RCI tests, DST`s,
pressure gradient surveys, number of penetrations, etc.

6. Do you consider this minimum amount of data to be the
equivalent
of a production flow test?  If so, why?  If not, why not?

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 comments or on any other aspect
of
our review.

Direct questions regarding these issues should be addressed to
either
petroleum engineers James Murphy (202-942-2939) or Ron Winfrey
(202-
942-1778.

Sincerely,

H. Roger Schwall

Assistant Director

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

03/31/05 SEC Correspondence

March 31, 2005

By EDGAR and by fax (202-942-9528)
----------------------------------

Mr. H. Roger Schwall
Assistant Director
Division of Corporation Finance
United States Securities and Exchange Commission
Washington, D.C.
20549-0405

RE:      Letter dated March 24, 2005 to St. Mary Land & Exploration Company
         10-K for the fiscal year ended December 31, 2004
         File No.  1-31539

Dear Mr. Schwall:

Please find our response to the above-referenced comment letter dated March 24,
2005. As a courtesy, we have reproduced the applicable portion of the letter
below:

Comment
-------

Business, page 1 and Properties, page 22

1.            We note your disclosure that your reserve replacement in 2004 was
              190 percent of production. Taking all reserve changes into
              account, your reported reserves at the end of 2004 appear to be
              64.9 BCFe higher than the previous year. Therefore, it seems that
              you actually replaced 86% of your reported production of 74.4 BCFe
              in 2004. Please revise your document to correct the disclosure and
              expand it to include how the reserve replacement was calculated.
              Or inform us why you believe the disclosure of 190 percent reserve
              replacement in 2004 is reliable information. As you appear to
              discuss the metric in length in other parts of the document,
              please revise the disclosure as necessary throughout the document
              including the guidance from the first comment.

              Explain your reported reserve replacement values for 2003 and 2002
              also. It appears that instead of 293% and 306% for 2003 and 2002
              as you report, for 2003 you increased reserves by 103 BCFe, while
              producing 76.9 BCFe, or a 134% increase over 2003 production and
              for 2002 you increased reserves by

Mr. H. Roger Schwall
Securities and Exchange Commission
March 31, 2005
Page 2

              107.6 BCFe, while producing 55 BCFe, or a 196% increase over 2002
              production. Please revise these as necessary or explain why your
              disclosure is reliable information to be used by investors.

Response

In response to the comment reproduced above, we refer you to the following
definition of the term "reserve replacement percentage" used by St. Mary Land
& Exploration Company (the "Company" or "St. Mary") in the 2004 Form 10-K,
which definition is located in the Glossary section and appears on page 21 of
the Form 10-K:

         "Reserve replacement percentage. The sum of reserve extensions and
         discoveries, reserve acquisition, and reserve revisions of previous
         estimates for a specified period of time divided by production for that
         same period of time."

Based on this definition, the calculations for 2004, 2003 and 2002 result in a
reserve replacement percentage of 190%, 293% and 306%, respectively, as we
reported in our Form 10-K. The table below is derived from a summary table of
changes in estimated oil and gas reserve quantities appearing on page F-34 of
our Form 10-K. A column for BCFE has been included together with a line with the
resultant reserve replacement percentage as calculated by applying the
definition above:

                                             2004                           2003                            2002
                                 -----------------------------  ------------------------------ ------------------------------
                                 Oil-MBbl   Gas-MMcf    BCFE    Oil-MBbl   Gas-MMcf     BCFE   Oil-MBbl   Gas-MMcf     BCFE
                                 -----------------------------  ------------------------------ ------------------------------
Beginning of the Year              47,787    307,024  593,746     36,119    274,172   490,886    23,669    241,231   383,245
Revisions of previous estimates     1,994    (21,885)  (9,921)     2,856      3,904    21,040     3,611      4,696    26,362
Discoveries and extensions          6,306     63,185  101,021      3,681     69,189    91,275     1,250     32,813    40,313
Purchases of minerals in place      5,773     17,635   52,273     11,952     41,335   113,047    10,578     38,118   101,586
Sales of reserves                    (487)      (165)  (3,087)    (2,280)   (31,913)  (45,593)     (174)    (4,522)   (5,566)
Production                         (4,799)   (46,598) (75,392)    (4,541)   (49,663)  (76,909)   (2,815)   (38,164)  (55,054)
                                 --------- ---------- --------  --------- ---------- --------- ---------  --------- ---------
End of Year                        56,574    319,196  658,640     47,787    307,024   593,746    36,119    274,172   490,886
                                 ========= ========== ========  ========= ========== ========= =========  ========= =========

Reserve replacement percentage, as defined               190%                            293%                           306%
                                                      ========                       =========                      =========

Our intention in using the metric of reserve replacement percentage is to
indicate our ability to increase the oil and gas reserves of the Company through
drilling and acquisitions. We believe this is a widely recognized and utilized
measure in the oil and gas investment community and is disclosed by several
other public oil and gas exploration and production companies. In support of
this assertion, we have included as an attachment (Appendix A) to this letter an
excerpt from a survey published by Howard

Mr. H. Roger Schwall
Securities and Exchange Commission
March 31, 2005
Page 3

Weil Incorporated, a nationally recognized investment banking firm that
specializes in the exploration and production segment of the energy sector. The
supplemental information highlighted in Appendix A is an example of the
information captured by Howard Weil in their 2003 Reserve & Finding Cost
Study - Exploration & Production report on 46 selected companies. You can
see that the reserve replacement percentage used for All Sources Reserve
Replacement for St. Mary's 2003 and 2002 data is identical to the percentages
reported in our Form 10-K, confirming that the methodology used by St. Mary is
consistent and comparable with that reported in other forums.

We believe that the definition we provided in our Glossary to the Form 10-K
represents the appropriate method to calculate reserve replacement percentage.
We believe that any meaningful discussion of our reserve performance can only be
achieved by referencing the replacement of our current year production using an
industry-accepted definition of reserve replacement. We believe we should be
communicating consistently calculated information with the investment community.

Please note that the line item Sales of Reserves is not included in the
calculation of reserve replacement percentage as it is not a meaningful
component of the calculation. The calculation of reserve replacement percentage
is intended to demonstrate a company's ability to replace the reserve produced
from the oil and gas reservoir in order to maintain the viability of a company.

The oil and gas investment community regards reserve replacement as an important
metric for understanding the ability of an exploration and production company to
grow the core assets that underpin its value. As we believe our disclosures are
accurate and reliable, and meet the expectations of our investors, we have not
amended our 2004 Form 10-K in response to the comment in your letter. We will
however, include enhanced disclosure in future filings in the Business, Property
and MD&A portions of our Form 10-Ks, as to why we believe the disclosure of
reserve replacement percentage is an important and useful measurement metric for
our industry segment.

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

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

Best Regards,

/S/ DAVID W. HONEYFIELD BY MARK T. SOLOMON

David W. Honeyfield
V.P. - Finance, Secretary & Treasurer

Mr. H. Roger Schwall
Securities and Exchange Commission
March 31, 2005
Page 4

Attachment

cc:      Dwight Landes, Ballard Spahr Andrews & Ingersoll, LLP
         Dennis Boylan, Deloitte & Touche, LLP