

                    St. Mary Land & Exploration Company
                              Exhibit Index 

                    Registration Statement on Form S-3
                         File No. 333- ___________

Exhibit                                      Sequentially 
Number    Description of Exhibit             Numbered Pages

1.1       Form of Underwriting Agreement          ____

5.1       Opinion of Cohen Brame & Smith          ____
          Professional Corporation

13.1      The Company's Annual Report on          **
          Form 10-K for the year ended 
          December 31, 1995

13.2      The Company's Quarterly Reports on      **
          Form 10-Q for the quarterly periods 
          ended March 31, 1996, June 30, 1996 
          and September 30, 1996, as amended 
          by a Form 10-Q/A dated 
          November 15, 1996   

13.3      The Company's Current Report on Form    **
          8-K dated June 28, 1996, as amended
          by a Form 8-K/A  dated June 28, 
          1996, regarding the acquisition of 
          an interest in certain  of the assets 
          of Siete Oil and Gas Company

13.4      The Company's Current Report on         **
          Form 8-K dated December 16, 1996 
          regarding the sale of the  Company's 
          Russian Partnership Interest

13.5      The Company's Current Report on         **
          Form 8-K dated January 27, 1997 
          regarding certain exhibits              

13.6      The Company's Registration Statement    **
          on Form 8-A filed November 18, 1992     

23.1      Consent of Cohen Brame & Smith 
          Professional Corporation 
          (included in Exhibit 5.1 above)

                    St. Mary Land & Exploration Company
                              Exhibit Index 

                    Registration Statement on Form S-3
                         File No. 333- ___________



Exhibit                                      Sequentially 
Number    Description of Exhibit             Numbered Pages


23.2      Consent of Coopers & Lybrand L.L.P.

23.3      Consent of Ryder Scott Company



** Incorporated by reference to the Company's Report or
Registration Statement filed on the Form and on the date or for
the period or periods indicated (Exchange  Act File No. 0-20872).

<PAGE>

                   ST. MARY LAND & EXPLORATION COMPANY
                 Common Stock (par value $.01 per share)
                                    
                         UNDERWRITING AGREEMENT
                                    
                                    
                                       , 1997




Morgan Keegan & Company, Inc.
A.G. Edwards & Sons, Inc.
Hanifen, Imhoff Inc.
   As representatives of the several Underwriters
   named in Schedule I hereto,
c/o Morgan Keegan & Company, Inc.
50 North Front Street
Memphis, Tennessee 38103

Ladies and Gentlemen:

         St. Mary Land & Exploration Company, a Delaware
corporation (the  Company ), proposes, subject to the terms and
conditions stated herein, to issue and sell to the Underwriters
named in Schedule I hereto (the  Underwriters ) an aggregate of
2,000,000 shares of common stock, par value $.01 per share (
Stock ) of the Company and, at the option of the Underwriters, up
to 300,000 additional shares of Stock. The aggregate of the
2,000,000 shares to be sold by the Company is herein called the 
Firm Shares and the aggregate of 300,000 additional shares to be
sold by the Company is herein called the  Optional Shares.   The
Firm Shares and the Optional Shares that the Underwriters elect
to purchase pursuant to Section 2 hereof are herein collectively
called the  Shares. 

         1.   The Company represents and warrants to, and agrees
with, each of the Underwriters that: 

          (a)  The Company meets the requirements for use of Form
S-3 and a registration statement on Form S-3 (File No. 333- ____)
in respect of the Shares, including a preliminary prospectus and
such amendments to such registration statement as may have been
required to the date of this Agreement, has been prepared by the
Company under the provisions of the Securities Act of 1933, as
amended (the  Act), and the rules and regulations thereunder (the 
Rules and Regulations), and has been filed with the Securities
and Exchange Commission (the Commission ); the registration
statement, in the form heretofore delivered to you, and,
excluding exhibits thereto, to you for each of the other
Underwriters, has been declared effective by the Commission in
such form; no other document with respect to the registration
statement has heretofore been filed with the Commission; and no
stop order suspending the effectiveness of the registration
statement, any post-effective amendment thereto or the Rule
462(b) registration statement, if any, has been issued and no
proceeding for that purpose has been initiated or threatened by
the Commission (any preliminary prospectus included in the
registration statement or filed with the Commission pursuant to
Rule 424(a) of the Rules and Regulations is hereinafter called a
Preliminary Prospectus; the registration statement as amended at
the time it became effective (the  Effective Date), including all
financial statements, schedules and exhibits thereto and
including the information contained in the form of final
prospectus filed with the Commission pursuant to Rule 424(b)
under the Act in accordance with Section 5(a) hereof and deemed
by virtue of Rule 430A under the Act to be part of the
registration statement at the time it was declared effective, is
hereinafter collectively called the Registration Statement; and
such final prospectus, in the form first filed pursuant to Rule
424(b) under the Act, is hereinafter called the  Prospectus );
any reference herein to the Preliminary Prospectus, Registration
Statement and Prospectus shall be deemed to refer to and include
the documents incorporated by reference therein and shall be
deemed to refer to and include any documents filed after the date
of such Preliminary Prospectus, Registration Statement and
Prospectus under the Securities Exchange Act of 1934, as amended
(the  Exchange Act ); if the Company has filed an abbreviated
registration statement to register additional Shares pursuant to
Rule 462(b) under the Act, then any reference herein to the
Registration Statement shall also be deemed to include such Rule
462(b) registration statement; any reference herein to the terms 
amend, amendment or supplement  with respect to the Registration
Statement, the Preliminary Prospectus or the Prospectus shall be
deemed to refer to and include the filing of any document under
the Exchange Act after the Effective Date, or the date of the
Preliminary Prospectus or the Prospectus, as the case may be, and
deemed to be incorporated therein by reference;

          (b) On the Effective Date, the date the Prospectus is
first filed with the Commission pursuant to Rule 424(b), at all
times subsequent to and including the Time of Delivery (as
defined) and, if later, when any post-effective amendment to the
Registration Statement becomes effective or any amendment or
supplement to the Prospectus is filed with the Commission, the
Registration Statement and the Prospectus (as amended or as
supplemented if the Company shall have filed with the Commission
any amendment or supplement thereto), including financial
statements included or incorporated by reference in the
Prospectus, did or will comply with all applicable provisions of
the Act, the Rules and Regulations, the Exchange Act and the
rules and regulations thereunder (the Exchange Act Rules and
Regulations); on the Effective Date and when any post-effective
amendment to the Registration Statement becomes effective, no
part of the Registration Statement, the Prospectus or any such
amendment or supplement did or will contain any untrue statement
of a material fact or omit to state a material fact required to
be stated therein or necessary in order to make the statements
therein not misleading; at the Effective Date, the date the
Prospectus or any amendment or supplement to the Prospectus is
filed with the Commission and each Time of Delivery (as defined
in Section 4), the Prospectus did not or will not contain any
untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading;

          (c)  The documents which are incorporated by reference
in the Preliminary Prospectus and the Prospectus or from which
information is so incorporated by reference, when they became
effective or were filed with the Commission, as the case may be,
complied in all material respects with the requirements of the
Act, the Rules and Regulations, the Exchange Act and the rules
and regulations thereunder (the Exchange Act Rules and
Regulations), as applicable; and any documents so filed and
incorporated by reference subsequent to the Effective Date shall,
when they are filed with the Commission, conform in all material
respects with the requirements of the Act, the Rules and
Regulations, the Exchange Act and the Exchange Act Rules and
Regulations, as applicable; no such documents when they were
filed (or, if amendments with respect to such documents were
filed, when such amendments were filed), contained an untrue
statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements
made therein, in light of the circumstances under which they were
made, not misleading;

          (d)  The financial statements, together with related
schedules and notes, included or incorporated by reference in the
Registration Statement or the Prospectus comply as to form in all
material respects with the requirements of the Act and the
Exchange Act, and present fairly the consolidated financial
condition of the Company and its subsidiaries as of the
respective dates thereof and the consolidated results of
operations and cash flows of the Company and its subsidiaries for
the respective periods covered thereby, all in conformity with
generally accepted accounting principles applied on a consistent
basis throughout the entire period involved, except as otherwise
disclosed in the Prospectus.  No other financial statements or
schedules of the Company are required by the Act or the Rules and
Regulations, the Exchange Act and the Exchange Act Rules and
Regulations to be included in the Prospectus;  all selected
financial, operating and statistical data set forth in the
Prospectus under the captions Prospectus Summary, [ Selected
Consolidated Financial Statements,] Managements Discussion and
Analysis of Financial Condition and Results of Operations,
Business and Properties  and elsewhere in the Prospectus fairly
presents, when read in conjunction with the Company s financial
statements and the related notes and schedules, the information
set forth therein;

          (e)  The Company maintains a system of internal
accounting control sufficient to provide reasonable assurance
that (i) transactions are executed in accordance with
management's general or specific authorization; (ii) transactions
are recorded as necessary to permit preparation of financial
statements in conformity with generally accepted accounting
principles and to maintain accountability for assets; (iii)
access to assets is permitted only in accordance with
management's general or specific authorization; and (iv) the
recorded accountability for assets is compared with existing
assets at reasonable intervals and appropriate action is taken
with respect to any differences;

          (f)  Subsequent to the respective dates as of which
information is given in the Registration Statement and the
Prospectus and prior to each Time of Delivery, except as set
forth in or contemplated by the Registration Statement and the
Prospectus (i) neither the Company nor any of its subsidiaries
has sustained any material loss or interference with its business
from fire, explosion, flood or other calamity, whether or not
covered by insurance, or from any labor dispute or court or
governmental action, order or decree, and (ii) there has not been
any change in the capital stock or long-term debt of the Company
or any of its subsidiaries or any material adverse change, or any
development involving a prospective material adverse change, in
or affecting the general affairs, management, financial position,
stockholders' equity or results of operations of the Company and
its subsidiaries;

          (g)  The Company has been duly incorporated and is
validly existing as a corporation in good standing under the laws
of the State of Delaware, with power and authority (corporate and
other) to own, lease and operate its assets and conduct its
business as described in the Prospectus, and has been duly
qualified as a foreign corporation for the transaction of
business and is in good standing under the laws of each
jurisdiction in which it owns or leases properties or conducts
any business so as to require such qualification, or is subject
to no material liability or disability by reason of the failure
to be so qualified in any such jurisdiction; and each direct or
indirect subsidiary of the Company (which, for all purposes
hereof, shall include Panterra Petroleum (Panterra)) has been
duly incorporated and is validly existing as a corporation in
good standing under the laws of its jurisdiction of incorporation
or has been formed and is validly existing as a general or
limited partnership, as the case may be, has power and authority
to own, lease and operate its assets and conduct its business as
described in the Prospectus, and has been duly qualified for the
transaction of business and is in good standing under the laws of
each jurisdiction in which it owns or leases properties or
conducts any business so as to require such qualification, or is
subject to no material liability or disability by reason of the
failure to be so qualified in any such jurisdiction;

          (h)  The Company has an authorized capitalization as
set forth in the Prospectus, and all of the issued shares of
capital stock of the Company have been duly and validly
authorized and issued, are fully paid and non-assessable, free
and clear of all liens, encumbrances, equities or claims, and
conform to the description of the Stock contained in the
Prospectus; and all of the issued shares of capital stock of, or
partnership or other equity ownership interest in, each 
subsidiary of the Company have been duly and validly authorized
and issued, are fully paid and non-assessable and (except as
described in the Prospectus are owned directly or indirectly by
the Company), free and clear of all liens, encumbrances, equities
or claims;
          (i)  The Shares to be issued and sold by the Company to
the Underwriters hereunder have been duly and validly authorized
and, when issued and delivered against payment therefor as
provided herein, will be duly and validly issued and fully paid
and non-assessable, will not be subject to any preemptive of
similar right and will conform to the description of the Stock
contained in the Prospectus; Except as set forth in the
Prospectus, the Company does not have outstanding, and at the
Time of Delivery will not have outstanding, any options to
purchase, or any rights or warrants to subscribe for, or any
securities or obligations convertible into, or any contracts or
commitments to issue or sell, or any restrictions upon the voting
or transfer of, any shares of Stock, any shares of capital stock
of any subsidiary or any such warrants, convertible securities or
obligations; the Shares are eligible for trading on the Nasdaq
National Market;

          (j)  The issue and sale of the Shares to be sold by the
Company and the compliance by the Company with all of the
provisions of this Agreement and the consummation of the
transactions herein contemplated will not conflict with or result
in a breach or violation of any of the terms or provisions of, or
constitute a default under, or result in the creation of any
lien, charge or encumbrance on any property or assets of the
Company or any of its subsidiaries pursuant to, any indenture,
mortgage, deed of trust, loan agreement, note, lease or other
agreement or instrument to which the Company or any of its
subsidiaries is a party or by which the Company or any of its
subsidiaries is bound or to which any of the property or assets
of the Company or any of its subsidiaries is subject, nor will
such action result in any violation of the provisions of the
Restated Certificate of Incorporation, as amended (Certificate of
Incorporation), or Restated By-laws (By-laws) of the Company or
any statute or any order, rule or regulation of any court or
governmental agency or body having jurisdiction over the Company
or any of its subsidiaries or any of their properties; and no
consent, approval, authorization, order, registration or
qualification of or with any such court or governmental agency or
body is required for the issue and sale of the Shares or the
consummation by the Company of the transactions contemplated by
this Agreement, except the registration of the Shares under the
Act and as may be required under the securities or Blue Sky  laws
of certain jurisdictions and the bylaws and rules of the National
Association of Securities Dealers, Inc. (NASD) in connection with
the purchase and distribution by the Underwriters of the Shares;

          (k)  As of the date hereof, and at each Time of
Delivery, neither the Company nor any of its subsidiaries is in
violation of its Certificate of Incorporation or By-laws or other
organizational documents or in default in the performance or
observance of any material obligation, agreement, covenant or
condition contained in any indenture, mortgage, deed of trust,
loan agreement, lease or other agreement or instrument to which
it is a party or by which it or any of its properties may be
bound; each of the Company and its subsidiaries is in possession
of and operating in compliance with all leases, concessions,
franchises, grants, authorizations, licenses, permits, easements,
consents, certificates and orders required for the conduct of its
business as described in the Prospectus, all of which are valid
and in full force and effect other than those which could not,
singly or in the aggregate, have a material adverse effect on the
condition, financial or otherwise, or on the earnings, business
affairs or business prospects of the Company and its subsidiaries
taken as a whole (a Material Adverse Effect), and neither the
Company nor any of its subsidiaries has received any notice of
proceedings relating to the revocation or modification of any
such lease, concession, franchise, grant, authorization, license,
permit, easement, consent, certificate or order which,
individually or in the aggregate, if subject to an unfavorable
decisions, would result in a Material Adverse Effect;

          (l)  The Company has full corporate power and authority
to enter into this Agreement, and this Agreement has been duly
authorized, executed and delivered by the Company;

          (m)  The statements set forth in the Prospectus under
the caption Description of Common Stock, insofar as they purport
to constitute a summary of the terms of the Stock are accurate
and complete;

          (n)  Except as described in the Prospectus, each of the
Company and its subsidiaries has (1) generally satisfactory or
good and indefeasible title to all its interest in its oil and
gas properties, title investigations having been carried out by
or on behalf of such person in accordance with good practice in
the oil and gas industry in the areas in which the Company and
its subsidiaries operate and (2) good and indefeasible title to
all other real property and good and marketable title to all
other material properties and assets described in the Prospectus
as owned by the Company or its subsidiaries and valid, subsisting
and enforceable leases for all of the properties and assets, real
or personal, described in the Prospectus as leased by them, in
each case free and clear of any security interests, mortgages,
pledges, liens, encumbrances or charges of any kind, other than
those described in the Prospectus;

          (o)  Except as described in the Prospectus, as of the
date hereof, (i) all royalties, rentals, deposits and other
amounts due on the oil and gas properties of the Company and its
subsidiaries have been properly and timely paid, and no proceeds
from the sale or production attributable to the oil and gas
properties of the Company and its subsidiaries are currently
being held in suspense by any purchaser thereof, and (ii) there
are no claims under take-or-pay contracts pursuant to which
natural gas purchasers have any make-up rights affecting the
interest of the Company and its subsidiaries in its oil and gas
properties;

          (p)  As of the date hereof, the aggregate undiscounted
monetary liability of the Company and its subsidiaries for oil or
natural gas taken or received under any operating or gas
balancing and storage agreement relating to its oil and gas
properties that permits any person to receive any portion of the
interest of the Company or any of its subsidiaries in oil or
natural gas or to receive cash or other payments to balance any
disproportionate allocation of oil or natural gas could not have
a Material Adverse Effect;

          (q)  Other than as set forth in the Prospectus, there
are no legal or governmental actions, suits or proceedings
pending or threatened against or affecting the Company or any of
its subsidiaries or any of their respective officers, directors
or partners in their capacity as such, before or by any Federal,
state or local court, commission, regulatory body, administrative
agency or other governmental body, domestic or foreign, which, if
determined adversely to the Company or any of its subsidiaries,
would individually or in the aggregate have a Material Adverse
Effect;

          (r)  The Company is not and, after giving effect to the
offering and sale of the Shares, will not be an investment
company or an entity controlled by an investment company, as such
terms are defined in the Investment Company Act of 1940, as
amended (the  Investment Company Act );

          (s)  Neither the Company nor any of its affiliates does
business with the government of Cuba or with any person or
affiliate located in Cuba within the meaning of Section 517.075,
Florida Statutes;

          (t)  Coopers & Lybrand L.L.P., who have certified
certain financial statements of the Company and its subsidiaries,
are independent public accountants as required by the Act and the
Rules and Regulations;

          (u)  The information underlying the estimates of the
reserves of the Company and its subsidiaries, which was supplied
by the Company to Ryder Scott & Company (Ryder Scott),
independent petroleum engineers, for purposes of preparing the
reserve information referenced in the Prospectus (the  Reserve
Information ), including, without limitation, production,
volumes, sales prices for production, contractual pricing
provisions under oil or gas sales or marketing contracts under
hedging arrangements, costs of operations and development, and
working interest and net revenue information relating to the
Company's ownership interests in properties, was true and correct
in all material respects on the date of such Reserve Information;
the estimates of future capital expenditures and other future
exploration and development costs supplied to Ryder Scott were
prepared in good faith and with a reasonable basis; the
information provided by Ryder Scott for purposes of preparing the
Reserve Information was prepared in accordance with customary
industry practices; to the best of the Company's knowledge, Ryder
Scott were, as of the date of the Reserve Information prepared by
it, and are, as of the date hereof, independent petroleum
engineers with respect to the Company; other than normal
production of the reserves and intervening spot market product
price fluctuations described in the Prospectus, the Company is
not aware of any facts or circumstances that would result in a
materially adverse change in the reserves in the aggregate, or
the aggregate present value of future net cash flows therefrom,
as described in the Prospectus and reflected in the Reserve
Information; estimates of such reserves and the present value of
the future net cash flows therefrom as described in the
Prospectus and reflected in the Reserve Information comply in all
material respects to the applicable requirements of Regulation
S-X and Industry Guide 2 under the Act;

          (v)  The Company and its subsidiaries (A) are in
compliance with any and all applicable federal, state and local
laws and regulations relating to the protection of human health
and safety, the environment or hazardous or toxic substances or
waste, pollutants or contaminants (Environmental Laws), (B) have
received all permits, licenses or other approvals required under
applicable Environmental Laws to conduct their respective
businesses and (C) are in compliance with all terms and
conditions of any such permit, license or approval, except for
such noncompliance with Environmental Laws, failure to receive
required permits, licenses or other approvals or failure to
comply with the terms and conditions of such permits, licenses or
approvals that would not, singularly or in the aggregate, have a
Material Adverse Effect. There has been no storage, disposal,
generation, transportation, handling or treatment of hazardous
substances or solid wastes by the Company or its subsidiaries (or
to the knowledge of the Company and its subsidiaries, any of
their respective predecessors in interest) at, upon or from any
of the property now or previously owned or leased by the Company
or any subsidiary in violation of any applicable law, ordinance,
rule, regulation, order, judgment, decree or permit or which
would require remedial action by the Company or any subsidiary
under any applicable law, ordinance, rule, regulation, order,
judgment, decree or permit, except for any violation or remedial
action which would not result in, or which would not be
reasonably likely to result in, singularly or in the aggregate
with all such violations and remedial actions, a Material Adverse
Effect; there has been no spill, discharge, leak, emission,
injection, escape, dumping or release of any kind onto such
property or into the environment surrounding such property of any
solid wastes or hazardous substances due to or caused by         
the Company or any subsidiary, except for any such spill,         
discharge, leak, emission, injection, escape, dumping or         
release which would not result in or would not be reasonably      
likely to result in, singularly or in the aggregate with all      
such spills, discharges, leaks, emissions, injections, escape,    
dumping or releases, a Material Adverse Effect; and the terms     
hazardous substances  and  solid wastes  shall have the         
meanings specified in any applicable local, state and federal     
laws or regulations with respect to environmental protection; 

     (w)  There are no persons with registration or similar 
rights to require registration of any securities of the Company
under the Act because of the filing of the Registration Statement
or the sale of the shares by the Company to the Underwriters,
other than such rights as are described in the Prospectus and
have been duly and effectively waived;
              
     (x)  The Company and its subsidiaries and their         
respective directors, officers or controlling persons have not    
taken, directly or indirectly, any action intended, or which      
might reasonably be expected, to cause or result, under the       
Act or otherwise, in, or which has constituted, stabilization     
or manipulation of the price of any security of the Company to    
facilitate the sale or resale of the Shares; and
              
     (y)  Neither the Company nor any of its subsidiaries nor,
to the Company s knowledge, any employee or agent of the Company
or any subsidiary has made any payment of funds of the Company or 
any subsidiary or received or retained any funds in violation of
any law, rule or regulation or of a character required to be
disclosed in the Prospectus.                


         2.   Subject to the terms and conditions herein set
forth, (a) the Company agrees to sell to each of the
Underwriters, and each of the Underwriters agrees, severally and
not jointly, to purchase from the Company, at a purchase price
per share of $ ________, the aggregate number of Firm Shares set
forth opposite the name of such Underwriter in Schedule I hereto
and (b) in the event and to the extent that the Underwriters
shall exercise the election to purchase Optional Shares as
provided below, the Company agrees to sell to each of the
Underwriters, and each of the Underwriters agrees, severally and
not jointly, to purchase from the Company,at the purchase price
per share set forth in clause (a) of this Section 2, that portion
of the number of Optional Shares as to which such election shall
have been exercised (to be adjusted by you so as to eliminate
fractional shares) determined by multiplying such number of
Optional Shares by a fraction the numerator of which is the
maximum number of Optional Shares which such Underwriter is
entitled to purchase as set forth opposite the name of such
Underwriter in Schedule I hereto and the denominator of which is
the maximum number of Optional Shares that all of the
Underwriters are entitled to purchase hereunder.

         The Company hereby grants to the Underwriters the right
to purchase at their election up to 300,000 Optional Shares, at
the purchase price per share set forth in the paragraph above,
for the sole purpose of covering overallotments in the sale of
the Firm Shares. Any such election to purchase Optional Shares
may be exercised only by written notice from you to the Company,
given within a period of 30 calendar days after the date of this
Agreement and setting forth the aggregate number of Optional
Shares to be purchased and the date on which such Optional Shares
are to be delivered, as determined by you but in no event earlier
than the First Time of Delivery (as defined in Section 4 hereof)
or, unless you and the Company otherwise agree in writing,
earlier than two or later than ten business days after the date
of such notice.  

         3.   Upon the authorization by you of the release of the
Firm Shares, the several Underwriters propose to offer the Firm
Shares for sale upon the terms and conditions set forth in the
Prospectus.
         
         4.   (a)  The Shares to be purchased by each Underwriter
hereunder, in definitive form, and in such authorized
denominations and registered in such names as Morgan Keegan &
Company, Inc., ( Morgan Keegan ) may request upon at least
forty-eight hours' prior notice to the Company shall be delivered
at the Time of Delivery (as defined below) by or on behalf of the
Company to Morgan Keegan for the account of such Underwriter,
against payment therefor by certified or official bank checks
payable in New York Clearing House (next-day) funds to the order
of the Company.  The Company will cause the certificates
representing the Shares to be made available for checking and
packaging at least twenty-four hours prior to the Time of
Delivery with respect thereto at the office of [Morgan Keegan, 50
N. Front Street, Memphis, Tennessee 38103] (the "Designated
Office").  The time and date of such delivery and payment shall
be, with respect to the Firm Shares, 8:30 a.m., Central daylight
time on       , 1997 or such other time and date as Morgan Keegan
and the Company may agree in writing, and with respect to the
Option Shares, 8:30 a.m., Central daylight time, on the date
specified by Morgan Keegan in the written notice given by Morgan
Keegan of the Underwriters' election to purchase such Optional
Shares, or such other time and date as Morgan Keegan and the
Company may agree upon in writing.  Such time and date for
delivery of the Firm Shares is herein called the  First Time of
Delivery , such time and date for delivery of the Optional
Shares, if not the First Time of Delivery, is herein called the 
Second Time of Delivery , and each such time and date for
delivery is herein called a  Time of Delivery . 


         (b)  The documents to be delivered at each Time of
Delivery by or on behalf of the parties hereto pursuant to
Section 7 hereof, including the cross receipt for the Shares and
any additional documents requested by the Underwriters pursuant
to Section 7(i) hereof will be delivered at the offices of        
                (the "Closing Location"), and the Shares will be
delivered at the Designated Office, all at Time of Delivery.  A
meeting will be held at the Closing Location at 2:00 p.m.,
Central daylight time, on the business day next preceding Time of
Delivery, at which meeting the final drafts of the documents to
be delivered pursuant to the preceding sentence will be available
for review by the parties hereto.  For the purposes of this 
Section 4,  business day shall mean each Monday, Tuesday,
Wednesday, Thursday and Friday which is not a day on which
banking institutions in New York are generally authorized or
obligated by law or executive order to close. 

         5.   The Company agrees with each of the Underwriters as
follows:           

          (a)  To prepare the Prospectus in a form approved by
you and to file such Prospectus pursuant to Rule 424(b) under the
Act not later than the Commission's close of business on the
second business day following the execution and delivery of this
Agreement, or, if applicable, such earlier time as may be
required by Rule 430A(a)(3) under the Act; to prepare and file
with the Commission, promptly upon your request, any amendments
of or supplements to the Registration Statement or Prospectus
which, in your opinion, may be necessary or advisable in
connection with the distribution of the Shares; to make no
further amendment or any supplement to the Registration Statement
or Prospectus or file any document under the Exchange Act before
the termination of the offering of the Shares by the Underwriters
if such document would be deemed to be incorporated by reference
into the Prospectus which shall be disapproved by you promptly
after reasonable notice thereof; to advise you, promptly after it
receives notice thereof, of the time when any amendment to the
Registration Statement has been filed or becomes effective or any
supplement to the Prospectus or any amended Prospectus has been
filed and to furnish you with copies thereof; to advise you,
promptly after it receives notice thereof, of the issuance by the
Commission of any stop order or of any order preventing or
suspending the use of any Preliminary Prospectus or Prospectus,
of the suspension of the qualification of the Shares for offering
or sale in any jurisdiction, of the initiation or threatening of
any proceeding for any such purpose, or of any request by the
Commission for the amending or supplementing of the Registration
Statement or Prospectus or for additional information; and, in
the event of the issuance of any stop order or of any order
preventing or suspending the use of any Preliminary Prospectus or
Prospectus or suspending any such qualification, promptly to use
its best efforts to obtain the withdrawal of such order;


         (b)  Promptly from time to time to take such action as
you may reasonably request to qualify the Shares for offering and
sale under the securities laws of such jurisdictions as you may
request and to comply with such laws so as to permit the
continuance of sales and dealings therein in such jurisdictions
for as long as may be necessary to complete the distribution of
the Shares, provided that in connection therewith the Company
shall not be required to qualify as a foreign corporation or to
file a general consent to service of process in any jurisdiction;

         (c)  Prior to 9:00 a.m., Central daylight time, on the
business day next succeeding the date of this Agreement and from
time to time, to furnish the Underwriters with copies of the
Prospectus in such quantities as you may from time to time
reasonably request, and, if the delivery of a Prospectus is
required at any time prior to the expiration of nine months after
the time of issue of the Prospectus in connection with the
offering or sale of the Shares and if at such time any events
shall have occurred as a result of which the Prospectus as then
amended or supplemented would include an untrue statement of a
material fact or omit to state any material fact necessary in
order to make the statements therein, in the light of the
circumstances under which they were made when such Prospectus is
delivered, not misleading, or, if for any other reason it shall
be necessary during such period to amend or supplement the
Prospectus in order to comply with the Act or to file under the
Exchange Act any document which would be deemed to be
incorporated by reference in the Prospectus in order to comply
with the Act or the Exchange Act, to notify you and amend the
Registration Statement, supplement the Prospectus or file such
document and upon your request to prepare and furnish without
charge to each Underwriter and to any dealer in securities as
many copies as you may from time to time reasonably request of an
amended Prospectus or a supplement to the Prospectus which will
correct such statement or omission or effect such compliance, and
in case any Underwriter is required to deliver a prospectus in
connection with sales of any of the Shares at any time nine
months or more after the time of issue of the Prospectus, upon
your request but at the expense of such Underwriter, to prepare
and deliver to such Underwriter as many copies as you may request
of an amended or supplemented Prospectus complying with Section
10(a)(3) of the Act; 

         (d)  If the Company elects to rely upon Rule 462(b), the
Company shall both file a Rule 462(b) Registration Statement with
the Commission in compliance with Rule 462(b) and pay the
applicable fees in accordance with Rule 111 of the Act by the
earlier of (i) 10:00 p.m., Washington, D.C. time, on the date of
this Agreement, or (ii) the time that confirmation are given or
sent, as specified by Rule 462(b)(2);

         (e)  To make generally available to its security holders
as soon as practicable, but in any event not later than eighteen
months after the Effective Date (as defined in Rule 158(c) under
the Act), an earnings statement of the Company and its
subsidiaries (which need not be audited) complying with Section
11(a) of the Act and the rules and regulations of the Commission
thereunder (including, at the option of the Company, Rule 158);

         (f)  During the period beginning from the date hereof 
and continuing to and including the date 120 days after the date
of the Prospectus, not to offer, sell, contract to sell or
otherwise dispose of, except as provided hereunder, any
securities of the Company that are substantially similar to the
Shares, including but not limited to any securities that are
convertible into or exchangeable for, or that represent the right
to receive, Stock or any such substantially similar securities
(other than pursuant to employee stock option plans existing on
the date of this Agreement), without the prior written consent of
Morgan Keegan;

         (g)  To furnish to its stockholders as soon as
practicable after the end of each fiscal year an annual report
(including a balance sheet and statements of income,
stockholders' equity and cash flows of the Company and its
consolidated subsidiaries certified by independent public
accountants) and, as soon as practicable after the end of each of
the first three quarters of each fiscal year (beginning with the
fiscal quarter ending after the Effective Date of the
Registration Statement), consolidated summary financial
information of the Company and its subsidiaries for such quarter
in reasonable detail;  

         (h)  During a period of five years from the Effective
Date of the Registration Statement, to furnish to you copies of
all reports or other communications (financial or other)
furnished to stockholders, and to deliver to you (i) as soon as
they are available, copies of any reports and financial
statements furnished to or filed with the Commission or any
national securities exchange on which any class of securities of
the Company is listed; and (ii) such additional information
concerning the business and financial condition of the Company as
you may from time to time reasonably request (such financial
statements to be on a consolidated basis to the extent the
accounts of the Company and its subsidiaries are consolidated in
reports furnished to its stockholders generally or to the
Commission);           

         (i)  To use the net proceeds received by it from the
sale of the Shares pursuant to this Agreement in the manner
specified in the Prospectus under the caption "Use of Proceeds";
and  

         (j)  To use its best efforts to list for quotation the
Shares on the National Association of Securities Dealers
Automated Quotations National Market ( NASDAQ ). 

          6.   The Company covenants and agrees with the several
Underwriters that the Company will pay or cause to be paid, the
following: 

         (a)  The fees, disbursements and expenses of the
Company's counsel and accountants in connection with the
registration of the Shares under the Act and all other expenses
in connection with the preparation, printing and filing of the
Registration Statement, Preliminary Prospectus and Prospectus and
amendments and supplements thereto and the mailing and delivering
of copies thereof to the Underwriters and dealers; 
         
         (b)  The cost of printing or producing any Agreement
among Underwriters, this Agreement, closing documents (including
any compilations thereof) and any other documents in connection
with the offering, purchase, sale and delivery of the Shares;     
          

         (c)  All fees and expenses in connection with listing
the Shares on the Nasdaq National Market;               

         (d)  The filing fees incident to, and the fees and
disbursements of counsel for the Underwriters in connection with,
securing any required review by the NASD of the terms of the sale
of the Shares; 
              
         (e)  The cost of preparing stock certificates;
              
         (f)  The cost and charges of any transfer agent or
registrar; and 
              
         (g)  All other costs and expenses incident to the
performance of its obligations hereunder which are not otherwise
specifically provided for in this Section.
              
         It is understood, that except as provided in this
Section, and Sections 8 and 11 hereof, the Underwriters will pay
all of their own costs and expenses, including the fees of their
counsel, stock transfer taxes on resale of any of the Shares by
them, and any advertising expenses connected with any offers they
may make.                

         7.   The obligations of the Underwriters hereunder as to
the Shares to be delivered at each Time of Delivery, shall be
subject, in their discretion, to the condition that all
representations and warranties and other statements of the
Company herein are, at and as of such Time of Delivery, true and
correct, the condition that the Company shall have performed all
of its obligations hereunder theretofore to be performed, and the
following additional conditions:

         (a)  The Prospectus shall have been filed with the
Commission pursuant to Rule 424(b) within the applicable time
period prescribed for such filing by the rules and regulations
under the Act and in accordance with Section 5(a) hereof; if the
Company has elected to rely upon Rule 462(b), the Rule 462(b)
Registration Statement shall have become effective not later than
the earlier of (x) 10:00 p.m., Washington, D.C. time, on the date
of this Agreement; or (y) at such later date and time as may be
approved by a majority in interest of the Underwriters; no stop
order suspending the effectiveness of the Registration Statement
or any part thereof shall have been issued and no proceeding for
that purpose shall have been initiated or threatened by the
Commission; and all requests for additional information on the
part of the Commission shall have been complied with to your
reasonable satisfaction; 

         (b)  Butler & Binion, L.L.P., counsel for the
Underwriters, shall have furnished to you such opinion or
opinions, dated such Time of Delivery, with respect to such
matters as you may reasonably request, and such counsel shall
have received such papers and information as they may reasonably
request to enable them to pass upon such matters;  

         (c)  Cohen Brame & Smith Professional Corporation,
counsel for the Company, shall have furnished to you their
written opinion, dated such Time of Delivery, in form and
substance satisfactory to you, to the effect that:   

              (i)  The Company has been duly incorporated and is  
validly existing as a corporation in good standing under the      
laws of the State of Delaware, with power and authority       
(corporate and other) to own, lease and operate its assets and    
conduct its business as described in the Prospectus;

              (ii)  The Company has an authorized capitalization
as set forth in the Prospectus, and all of the issued shares of   
capital stock of the Company (including the Shares being    
delivered at such Time of Delivery) have been duly and validly    
authorized and issued and are fully paid and non-assessable,      
free and clear of all liens, encumbrances, equities or claims;    
and the Shares conform to the description of the Stock contained
in the Prospectus;

              (iii)     The Company has been duly qualified as a  
foreign corporation for the transaction of business in, and is   
in good standing under the laws of, each jurisdiction in which
it owns or leases properties or conducts any business so as to 
require such qualification, or is subject to no material
liability or disability by reason of failure to be so qualified
in any such jurisdiction (such counsel being entitled to rely in
respect of the opinion in this clause upon opinions of local
counsel and in respect of matters of fact upon certificates of
officers of the Company, provided that such counsel shall state
that they believe that both you and they are justified in relying
upon such opinions and certificates);

              (iv) Each direct or indirect subsidiary of the
Company (including Panterra) has been duly incorporated and is
validly existing as a corporation in good standing under the laws
of its jurisdiction of incorporation or is duly formed and        
validly existing as a general or limited partnership under the    
laws of its state of formation, as the case may be, has power     
and authority to own, lease and operate its assets and conduct    
its business as described in the Prospectus, and is duly         
qualified to transact business and is in good standing in each    
jurisdiction in which the nature of its activities requires       
such qualification; all of the issued shares of capital stock     
of, or partnership or other equity ownership interest in, each    
such subsidiary have been duly and validly authorized and         
issued, arefully paid and non-assessable, and (except for as      
described in the Prospectus as owned directly or indirectly by    
the Company), free and clear of all liens, encumbrances,         
equities or claims (such counsel being entitled to rely in        
respect of the opinion in this clause upon opinions of local      
counsel and in respect of matters of fact upon certificates of
officers of the Company or its subsidiaries, provided that        
such counsel shall state that they believe that both you and     
they are justified in relying upon such opinions and
certificates);

              (v)  To the best of such counsel's knowledge and
other than as set forth in the Prospectus, there are no legal or  
governmental actions, suits or proceedings pending or threatened
against or affecting the Company or any of its subsidiaries, or
any of their respective officers, directors or partners in their
capacity as such, before or by any  Federal or state court,
commission, regulatory body, administrative agency or other
governmental body, domestic or foreign, which, if determined
adversely to the Company or any of its subsidiaries, would
individually or in the aggregate have a Material Adverse Effect
on the current or future consolidated financial position
stockholders' equity or results of operations of the Company and
its subsidiaries;

              (vi) The Company has full corporate power and
authority to enter into this Agreement, and this Agreement has
been duly authorized, executed and delivered by the Company;

              (vii)     The issue and sale of the Shares being
delivered at such Time of Delivery to be sold by the Company      
and the compliance by the Company with all of the provisions of
this Agreement and the consummation of the transactions herein
contemplated will not conflict with or result in a breach or
violation of any of the terms or provisions of, or constitute a
default under, or result in the creation of any lien, charge or
encumbrance on any property or assets of the Company or any of
its subsidiaries pursuant to, any indenture, mortgage, deed of
trust, loan agreement, note, lease or other agreement or
instrument known to such counsel to which the Company or any of
its subsidiaries is a party or by which the Company or any of its
subsidiaries is bound or to which any of the property or assets
of the Company or any of its subsidiaries is subject, nor will
such action result in any violation of the provisions of the
Certificate of Incorporation or By-laws of the Company or any
statute or any order, rule or regulation known to such counsel of
any court or governmental agency or body having jurisdiction over
the Company or any of its subsidiaries or any of their
properties;

              (viii)    No consent, approval, authorization,
order, registration or qualification of or with any such court or 
governmental agency or body is required for the issue and sale
of the Shares or the consummation by the Company of the
transactions contemplated by this Agreement, except the
registration under the Act of the Shares and such consent as may
be required under the bylaws and rules of the NASD in connection
with the purchase and distribution of the Shares by  the
Underwriters;

              (ix) To the extent summarized therein, all
contracts and agreements summarized in the Registration Statement
and the Prospectus are fairly summarized therein, conform in all  
material respects to the descriptions thereof contained therein,
and, to the extent such contracts or agreements or any other
material agreements are required under the Act or the Rules and
Regulations thereunder to be filed as exhibits to the
Registration Statement, they are so filed; and such counsel does
not know of any contracts or other documents required to be
summarized or disclosed in the Prospectus (or required to be
filed under the Exchange Act if upon such filing they would be
incorporated, in whole or in part, by reference therein) or to be
so filed as an exhibit to the Registration Statement, which have
not been so summarized, disclosed or filed; 

              (x)  The statements set forth in the Prospectus
under the caption  Description of Common Stock , insofar as they
purport to constitute a summary of the terms of the Stock, are
accurate, complete and fair;

              (xi) The Company is not an  investment company  or
an entity controlled  by an  investment company, as such terms
are defined in the Investment Company Act;

              (xii)     To the best of such counsel's knowledge,
except as have been waived at the Time of Delivery, there are no  
persons with registration or similar rights to have any
securities of the Company registered pursuant to the   
Registration Statement;
              
              (xiii)    The Registration Statement is effective
under the Act and, to the knowledge of such counsel, no stop
order suspending the effectiveness of the Registration Statement
has been issued under the Act or proceedings therefor initiated
or  threatened by the Commission; and                             
 

               (xiv)    Such counsel (A) is of the opinion that
the Registration Statement and the Prospectus and any amendment
or supplement thereto (including any document incorporated by    
reference into the Prospectus), as of their respective effective
dates and as of each Time of Delivery, complied in all material
respects with the requirements of the Securities Act, the Rules
and Regulations, the Exchange Act and the Exchange Act Rules and
Regulations (it being understood that such counsel need express
no opinion as to the financial statements and schedules or other
financial data contained in the Registration Statement, the
Prospectus or the documents incorporated by reference therein),
and the conditions for use  of Form S-3, set forth in the General
Instructions thereto, have been satisfied; and (B) has no reason
to believe that the Registration Statement or any amendment or
supplement thereto, at the time such Registration Statement or
amendment or supplement became effective, or the Prospectus or
any amendment or supplement thereto (including any document filed 
under the Exchange Act and deemed to be incorporated by         
reference into the Prospectus or any amendment or supplement      
thereto), as of its date and as of each Time of Delivery,         
contained or contain any untrue statement of a material fact      
or omit to state a material fact required to be stated therein    
or necessary to make the statements therein, in light of the      
circumstances under which they were made, not misleading;         

     (d) On the date of the Prospectus, on the effective date of
any post-effective amendment to the Registration Statement filed
subsequent to the date of this Agreement and also at each Time of
Delivery, Coopers & Lybrand L.L.P. shall have furnished to you a
letter or letters, dated the respective dates of delivery
thereof, in form and substance satisfactory to you, to the effect
set forth in Annex I hereto;

     (e)  Ryder Scott, such firm constituting independent
petroleum engineering consultants, shall have delivered to you on
the date of this Agreement a letter (the "Reserve Letter") and
also at each Time of Delivery a letter dated the date of such
Time of Delivery, in each case in form and substance reasonably
satisfactory to you, stating, as of the date of such letter (or,
with respect to matters involving changes or developments since
the respective dates as of which specified information with
respect to the oil and gas reserves is given or incorporated in
the Prospectus as of the date not more than five days prior to
the date of such letter), the conclusions and findings of such
firm with respects to the oil and gas reserves of the Company.    

     (f)(i) Neither the Company nor any of its  subsidiaries
shall have sustained since the date of the latest audited
financial statements included or incorporated by reference in the
Prospectus any loss or interference with its business from fire,
explosion, flood or other calamity, whether or not covered by
insurance, or from any labor dispute or court or governmental
action, order or decree, otherwise than as set forth or
contemplated in the Prospectus, and (ii) since the respective
dates as of which information is given or incorporated by
reference in the Prospectus there shall not have been any change
in the capital stock or long- term debt of the Company or any of
its subsidiaries or any change, or any development involving a
prospective change, in or affecting the general affairs,
management, financial position, stockholders' equity or results
of operations of the Company and its subsidiaries, otherwise than
as set forth or contemplated in the Prospectus, the effect of
which, in any such case described in Clause (i) or (ii), is in
the judgment of the representatives of the Underwriters so
material and adverse as to make it impracticable or inadvisable
to proceed with the public offering or the delivery of the Shares
being delivered at such Time of Delivery on the terms and in the
manner contemplated in the Prospectus; 
         
         (g)  On or after the date hereof there shall not have
occurred any of the following: (i) a suspension or material
limitation in trading in securities generally on the New York
Stock Exchange or on the Nasdaq National Market; (ii) a
suspension or material limitation in trading in the Company's
securities on the Nasdaq National Market; (iii) a general
moratorium on commercial banking activities declared by either
Federal or New York or Tennessee state authorities; or (iv) the
outbreak or escalation of hostilities involving the United States
or the declaration by the United States of a national emergency
or war, if the effect of any such event specified in this Clause
(iv) in the judgment of the representatives of the Underwriters
makes it impracticable or inadvisable to proceed with the public
offering or the delivery of the Shares being delivered at such
Time of Delivery on the terms and in the manner contemplated in
the Prospectus;  

         (h)  The Shares at such Time of Delivery shall have been
duly listed for quotation on the Nasdaq National Market; and      
   
         (i)  The Company shall have furnished or caused to be
furnished to you at such Time of Delivery certificates of
officers of the Company, satisfactory to you as to the accuracy
of the representations and warranties of the Company herein at
and as of such Time of Delivery, as to the performance by the
Company of all of its obligations hereunder to be performed at or
prior to such Time of Delivery, and as to such other matters as
you may reasonably request, and the Company shall have furnished
or caused to be furnished certificates as to the matters set
forth in subsections (a) and (f) of this Section.

         8. (a)    The Company will indemnify and hold harmless
each Underwriter against any losses, claims, damages or
liabilities to which such Underwriter may become subject, under
the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are
based upon (i) any untrue statement or alleged untrue statement
of a material fact contained in any Preliminary Prospectus, the
Registration Statement or the Prospectus, or any amendment or
supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements
therein not misleading, or (ii) any untrue statement or alleged
untrue statement made by the Company in Section 1(a) of this
Agreement and will reimburse each Underwriter for any legal or
other expenses reasonably incurred by such Underwriter in
connection with investigating or defending any such action or
claim as such expenses are incurred; provided, however, that the
Company shall not be liable in any such case to the extent that
any such loss, claim, damage or liability arises out of or is
based upon an untrue statement or alleged untrue statement or
omission or alleged omission made in any Preliminary Prospectus,
the Registration Statement or the Prospectus or any such
amendment or supplement in reliance upon and in conformity with
written information furnished to the Company by any Underwriter
through Morgan Keegan expressly for use therein.

         (b)  Each Underwriter will indemnify and hold harmless
the Company against any losses, claims, damages or liabilities to
which the Company may become subject, under the Act or otherwise,
insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact
contained in any Preliminary Prospectus, the Registration
Statement or the Prospectus, or any amendment or supplement
thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading, in each case to the extent, but only to the extent,
that such untrue statement or alleged untrue statement or
omission or alleged omission was made in any Preliminary
Prospectus, the Registration Statement or the Prospectus or any
such amendment or supplement in reliance upon and in conformity
with written information furnished to the Company by such
Underwriter through Morgan Keegan, expressly for use therein; and
will reimburse the Company for any legal or other expenses
reasonably incurred by the Company in connection with
investigating or defending any such action or claim as such
expenses are incurred. 

         (c)  Promptly after receipt by an indemnified party
under subsection (a) or (b) above of notice of the commencement
of any action, such indemnified party shall, if a claim in
respect thereof is to be made against the indemnifying party
under such subsection, notify the indemnifying party in writing
of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability which
it may have to any indemnified party otherwise than under such
subsection. In case any such action shall be brought against any
indemnified party and it shall notify the indemnifying party of
the commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it shall
wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel
satisfactory to such indemnified party (who shall not, except
with the consent of the indemnified party, be counsel to the
indemnifying party), and, after notice from the indemnifying
party to such indemnified party of its election so to assume the
defense thereof, the indemnifying party shall not be liable to
such indemnified party under such subsection for any legal
expenses of other counsel or any other expenses, in each case
subsequently incurred by such indemnified party, in connection
with the defense thereof other than reasonable costs of
investigation.  No indemnifying party shall, without the written
consent of the indemnified party, effect the settlement or
compromise of, or consent to the entry of any judgment with
respect to, any pending or threatened action or claim in respect
of which indemnification or contribution may be sought hereunder
(whether or not the indemnified party is an actual or potential
party to such action or claim) unless such settlement, compromise
or judgment (i) includes an unconditional release of the
indemnified party from all liability arising out of such action
or claim and (ii) does not include a statement as to or an
admission of fault, culpability or a failure to act, by or on
behalf of any indemnified party.  

         (d)  If the indemnification provided for in this Section
8 is unavailable to or insufficient to hold harmless an
indemnified party under subsection (a) or (b) above in respect of
any losses, claims, damages or liabilities (or actions in respect
thereof) referred to therein, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified
party as a result of such losses, claims, damages or liabilities
(or actions in respect thereof) in such proportion as is
appropriate to reflect the relative benefits received by the
Company on the one hand and the Underwriters on the other from
the offering of the Shares.  If, however, the allocation provided
by the immediately preceding sentence is not permitted by
applicable law or if the indemnified party failed to give the
notice required under subsection (c) above, then each
indemnifying party shall contribute to such amount paid or
payable by such indemnified party in such proportion as is
appropriate to reflect not only such relative benefits but also
the relative fault of the Company on the one hand and the
Underwriters on the other in connection with the statements or
omissions which resulted in such losses, claims, damages or
liabilities (or actions in respect thereof), as well as any other
relevant equitable considerations. The relative benefits received
by the Company on the one hand and the Underwriters on the other
shall be deemed to be in the same proportion as the total net
proceeds from the offering (before deducting expenses) received
by the Company bear to the total underwriting discounts and
commissions received by the Underwriters, in each case as set
forth in the table on the cover page of the Prospectus. The
relative fault shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company on
the one hand or the Underwriters on the other and the parties'
relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission. The Company and
the Underwriters agree that it would not be just and equitable if
contributions pursuant to this subsection (d) were determined by
pro rata allocation (even if the Underwriters were treated as one
entity for such purpose) or by any other method of allocation
which does not take account of the equitable considerations
referred to above in this subsection (d). The amount paid or
payable by an indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof)
referred to above in this subsection (d) shall be deemed to
include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending
any such action or claim. Notwithstanding the provisions of this
subsection (d), no Underwriter shall be required to contributeany
amount in excess of the amount by which the total price at which
the Shares underwritten by it and distributed to the public were
offered to the public exceeds the amount of any damages which
such Underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. The Underwriters' obligations
in this subsection (d) to contribute are several in proportion to
their respective underwriting obligations and not joint.  

         (e)  The obligations of the Company under this Section 8
shall be in addition to any liability which the Company may
otherwise have and shall extend, upon the same terms and
conditions, to each person, if any, who controls any Underwriter
within the meaning of the Act; and the obligations of the
Underwriters under this Section 8 shall be in addition to any
liability which the respective Underwriters may otherwise have
and shall extend, upon the same terms and conditions, to each
officer and director of the Company (including any person who,
with his or her consent, is named in the Registration Statement
as about to become a director of the Company) and to each person,
if any, who controls the Company within the meaning of the Act.  


         9.(a)     If any Underwriter shall default in its
obligation to purchase the Shares which it has agreed to purchase
hereunder at a Time of Delivery you may in your discretion
arrange for you or another party or other parties to purchase
such Shares on the terms contained herein. If within thirty-six
hours after such default by any Underwriter you do not arrange
for the purchase of such Shares, then the Company shall be
entitled to a further period of thirty-six hours within which to
procure another party or other parties satisfactory to you to
purchase such Shares on such terms. In the event that, within the
respective prescribed periods, you notify the Company that you
have so arranged for the purchase of such Shares, or the Company
notifies you that it has so arranged for the purchase of such
Shares, you or the Company shall have the right to postpone Time
of Delivery for a period of not more than seven days, in order to
effect whatever changes may thereby be made necessary in the
Registration Statement or the Prospectus, or in any other
documents or arrangements, and the Company agrees to file
promptly any amendments to the Registration Statement or the
Prospectus which in your opinion may thereby be made necessary.
The term "Underwriter" as used in this Agreement shall include
any person substituted under this Section with like effect as if
such person had originally been a party to this Agreement with
respect to such Shares. 

         (b)  If, after giving effect to any arrangements for the
purchase of the Shares of a defaulting Underwriter or
Underwriters by you and the Company as provided in subsection (a)
above, the aggregate number of such Shares which remains
unpurchased does not exceed one-eleventh of the aggregate number
of all the Shares to be purchased at such Time of Delivery, then
the Company shall have the right to require each non-defaulting
Underwriter to purchase the number of Shares which
suchUnderwriter agreed to purchase hereunder at such Time of
Delivery and, in addition, to require each non-defaulting
Underwriter to purchase its pro rata share (based on the number
of Shares which such Underwriter agreed to purchase hereunder) of
the Shares of such defaulting Underwriter  or Underwriters for
which such arrangements have not been made; but nothing herein
shall relieve a defaulting Underwriter from liability for its
default.  

         (c)  If, after giving effect to any arrangements for the
purchase of the Shares of a defaulting Underwriter or
Underwriters by you and the Company as provided in subsection (a)
above, the aggregate number of such Shares which remains
unpurchased exceeds one-eleventh of the aggregate number of all
of the Shares to be purchased at such Time of Delivery, or if the
Company shall not exercise the right described in subsection (b)
above to require non-defaulting Underwriters to purchase Shares
of a defaulting Underwriter or Underwriters, then this Agreement
(or, with respect to the Second Time of Delivery, the obligations
of the Underwriters to purchase and of the Company to sell the
Optional Shares) shall thereupon terminate, without liability on
the part of any non- defaulting Underwriter or the Company,
except for the expenses to be borne by the Company and the
Underwriters as provided in Section 6 hereof and the indemnity
and contribution agreements in Section 8 hereof; but nothing
herein shall relieve a defaulting Underwriter from liability for
its default.           

          10.  The respective indemnities, agreements,
representations, warranties and other statements of the Company
and the several Underwriters, as set forth in this Agreement or
made by or on behalf of them, respectively, pursuant to this
Agreement, shall remain in full force and effect, regardless of
any investigation (or any statement as to the results thereof)
made by or on behalf of any Underwriter or any controlling person
of any Underwriter, or the Company, or any officer or director or
controlling person of the Company, and shall survive delivery of
and payment for the Shares.

         11.  If this Agreement shall be terminated pursuant to
Section 9 hereof, the Company shall not then be under any
liability to any Underwriter except as provided in Sections 6 and
8 hereof; but, if for any other reason any Shares are not
delivered by or on behalf of the Company as provided herein, the
Company will reimburse the Underwriters through you for all
out-of-pocket expenses approved in writing by you, including fees
and disbursements of counsel, reasonably incurred by the
Underwriters in making preparations for the purchase, sale and
delivery of the Shares not so delivered, but the Company shall
then be under no further liability to any Underwriter in respect
of the Shares not so delivered except as provided in Sections 6
and 8 hereof. 

         12.  In all dealings hereunder, you shall act on behalf
of each of the Underwriters, and the parties hereto shall be
entitled to act and rely upon any statement, request, notice or
agreement on behalf of any Underwriter made or given by you
jointly or by Morgan Keegan on behalf of you as the
representatives.  

         All statements, requests, notices and agreements
hereunder shall be in writing, and if to the Underwriters shall
be delivered or sent by mail, telex or facsimile transmission to
you as the representatives in care of Morgan Keegan & Company,
Inc., 50 North Front Street, Memphis, Tennessee 38103, Attention:
Rick Hunter; and if to the Company shall be delivered or sent by
mail, telex or facsimile transmission to the address of the
Company set forth in the Registration Statement, Attention:
Secretary; provided, however, that any notice to an Underwriter
pursuant to Section 8(c) hereof shall be delivered or sent by
mail, telex or facsimile transmission to such Underwriter at its
address set forth in its Underwriters' Questionnaire or telex
constituting such Questionnaire, which address will be supplied
to the Company by you on request. Any such statements, requests,
notices or agreements shall take effect upon receipt thereof.     

          13.  This Agreement shall be binding upon, and inure
solely to the benefit of, the Underwriters and the Company and,
to the extent provided in Sections 8 and 10 hereof, the officers
and directors of the Company and each person who controls the
Company or any Underwriter, and their respective heirs,
executors, administrators, successors and assigns, and no other
person shall acquire or have any right under or by virtue of this
Agreement. No purchaser of any of the Shares from any Underwriter
shall be deemed a successor or assign by reason merely of such
purchase.    
          14.  Time shall be of the essence of this Agreement. 
Except as provided in Section 4 hereof, as used herein, the term 
business day  shall mean any day when the Commission's office in
Washington, D.C. is open for business.           

          15.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF TENNESSEE.

          16.  This Agreement may be executed by any one or more
of the parties hereto in any number of counterparts, each of
which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same
instrument. 

         If the foregoing is in accordance with your
understanding, please sign and return to us one for the Company
and each of the representatives of the Underwriters plus one for
each counsel, in any counterparts hereof, and upon the acceptance
hereof by you, on behalf of each of the Underwriters, this letter
and such acceptance hereof shall constitute a binding agreement
among each of the Underwriters and the Company.  It is understood
that your acceptance of this letter on behalf of each of the
Underwriters is pursuant to the authority set forth in a form of
Agreement among Underwriters, the form of which shall be
submitted to the Company for examination, upon request, but
without warranty on your part as to the authority of the signers
thereof. 


                         Very truly yours,

                         St. Mary Land & Exploration Company


                         By:                             

                         Name:
                                      
                         Title:                                   
                    



Accepted as of the date hereof
Morgan Keegan & Company, Inc.
A.G. Edwards & Sons, Inc.
Hanifen, Imhoff Inc.


By:                                                      
      Morgan Keegan & Company, Inc.
  

On behalf of each of the Underwriters<PAGE>
SCHEDULE I
                 
                      
                      
                                                                  
                           
                    FIRM                     NUMBER OF OPTIONAL
UNDERWRITER         SHARES TO BE PURCHASED   IF MAXIMUM OPTION
                                             EXERCISED


Morgan Keegan 
& Company, Inc. 

A.G. Edwards 
& Sons, Inc.

Hanifen, Imhoff
Inc.

<PAGE>
ANNEX I
              
FORM OF COMFORT LETTER
       

         Pursuant to Section 7(d) of the Underwriting Agreement,
the accountants shall furnish letters to the Underwriters to the
effect that:

         (i)  They are independent certified public accountants
with respect to the Company and its subsidiaries within the
meaning of the Act and the applicable published rules and
regulations thereunder;

         (ii) In their opinion, the consolidated financial
statements and any supplementary financial information and
schedules (and, if applicable, financial forecasts and/or pro
forma financial information) examined by them and included or
incorporated by reference in the Prospectus or the Registration
Statement comply as to form in all material respects with the
applicable accounting requirements of the Act, the Rules and
Regulations thereunder, the Exchange Act and the Exchange Act
Rules and Regulations; and, if applicable, they have made a
review in accordance with standards established by the American
Institute of Certified Public Accountants of the unaudited
consolidated interim financial statements, selected financial
data, pro forma financial information, financial forecasts and/or
condensed financial statements derived from audited financial
statements of the Company for the periods specified in such
letter, as indicated in their reports thereon, copies of which
have been separately furnished to the representatives of the
Underwriters (the  Representatives );


         (iii) They have made a review in accordance with
standards established by the American Institute of Certified
Public Accountants of the unaudited condensed consolidated
statements of income, consolidated balance sheets and
consolidated statements of cash flows included in the Prospectus
as indicated in their reports thereon copies of which have been
separately furnished to the Representatives and on the basis of
specified procedures including inquiries of officials of the
Company who have responsibility for financial and accounting
matters regarding whether the unaudited condensed consolidated
financial statements referred to in paragraph (vi)(A)(i) below
comply as to form in all material respects with the applicable
accounting requirements of the Act and the related published
rules and regulations, nothing came to their attention that
caused them to believe that the unaudited condensed consolidated
financial statements do not comply as to form in all material
respects with the applicable accounting requirements of the Act
and the related published rules and regulations; 

         (iv) The unaudited selected financial information with
respect to the consolidated results of operations and financial
position of the Company for the five most recent fiscal years
included in the Prospectus agrees with the corresponding amounts
(after restatements where applicable) in the audited consolidated
financial statements for such five fiscal years;           

          (v)  They have compared the information in
theProspectus under selected captions with the disclosure
requirements of Regulation S-K and on the basis of limited
procedures specified in such letter nothing came to their
attention as a result of the foregoing procedures that caused
them to believe that this information does not conform in all
material respects with the disclosure requirements of Items 301,
302, 402 and 503(d), respectively, of Regulation S-K;  

         (vi) On the basis of limited procedures, not
constituting an examination in accordance with generally accepted
auditing standards, consisting of a reading of the unaudited
financial statements and other information referred to below, a
reading of the latest available interim financial statements of
the Company and its subsidiaries, inspection of the minute books
of the Company and its subsidiaries since the date of the latest
audited financial statements included or incorporated by
reference in the Prospectus, inquiries of officials of the
Company and its subsidiaries responsible for financial and
accounting matters and such other inquiries and procedures as may
be specified in such letter, nothing came to their attention that
caused them to believe that: 

              (A) (i) the unaudited consolidated statements of
income,consolidated balance sheets and consolidated statements of 
cash flows included in the Prospectus do not comply as to form in
all material respects with the applicable accounting requirements
of the Act and the related published rules and regulations, or
(ii) any material modifications should be made to the unaudited
condensed consolidated statements of income, consolidated balance
sheets and consolidated statements of cash flows included or
incorporated by reference in the Prospectus for them to be in
conformity with generally accepted accounting principles;
              
              (B)  any other unaudited income statement data and  
balance sheet items included or incorporated by reference in     
the Prospectus do not agree with the corresponding items in the
unaudited consolidated financial statements from which such data
and items were derived, and any such unaudited data and items
were not determined on a basis substantially consistent with the
basis for the corresponding amounts in the audited consolidated
financial statements included or incorporated by reference in the
Prospectus;

              (C)  the unaudited financial statements which were
not included in the Prospectus but from which were derived any    
unaudited condensed financial statements referred to in Clause
(A) and any unaudited income statement data and balance sheet   
items included or incorporated by reference in the Prospectus and
referred to in Clause (B) were not determined on a basis
substantially consistent with the basis for the audited
consolidated financial statements included or incorporated by     
reference in the Prospectus;

              (D)  any unaudited pro forma consolidated condensed 
financial statements included or incorporated by reference in the
Prospectus do not comply as to form in all material respects with
the applicable accounting requirements of the Act, the Rules and
Regulations, the Exchange Act and the Exchange Act Rules and
Regulations or the pro forma adjustments have not been properly
applied to the historical amounts in the compilation of those
statements;
         
              (E)  as of a specified date not more than five days
prior to the date of such letter, there have been any changes in
the consolidated capital stock (other than issuances of capital 
stock upon exercise of options and stock appreciation rights,   
upon earn-outs of performance shares and upon conversions of
convertible securities, in each case which were outstanding on   
the date of the latest financial statements included or  
incorporated by reference in the Prospectus) or any increase in
the consolidated long-term debt of the Company and its
subsidiaries, or any decreases in consolidated net current       
assets or stockholders' equity or other items specified by the
Representatives, or any increases in any items specified by the
Representatives, in each case as compared with amounts        
shown in the latest balance sheet included or incorporated by     
reference in the Prospectus, except in each case for changes, 
increases or decreases which the Prospectus discloses have
occurred or may occur or which are described in such letter; and 

              (F)  for the period from the date of the latest
financial statements included or incorporated by reference in the 
Prospectus to the specified date referred to in Clause (E) there
were any decreases in consolidated net revenues or operating
profit or the total or per share amounts of consolidated net
income or other items specified by the Representatives, or any
increases in any items specified by the Representatives, in each
case as compared with the comparable period of the preceding year
and with any other period of corresponding length specified by
the Representatives, except in each case for decreases or
increases which the Prospectus discloses have occurred or may
occur or which are described in such letter; and

         (vii)     In addition to the examination referred to in
their report(s) included or incorporated by reference in the
Prospectus and the limited procedures, inspection of minute
books, inquiries and other procedures referred to in paragraphs
(iii) and (vi) above, they have carried out certain specified
procedures, not constituting an examination in accordance with
generally accepted auditing standards, with respect to certain
amounts, percentages and financial information specified by the
Representatives, which are derived from the general accounting
records of the Company and its subsidiaries, which appear or are
incorporated by reference in the Prospectus, or in Part II of, or
in exhibits and schedules to, the Registration Statement
specified by the Representatives, and have compared certain of
such amounts, percentages and financial information with the
accounting records of the Company and its subsidiaries and have
found them to be in agreement.                   
         



