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<PRE>
================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  ------------


                                    FORM 10-Q


       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                  For the Quarterly Period Ended June 30, 2001

                                  ------------


                         Commission File Number 0-20872

                     ST. MARY LAND &amp; EXPLORATION COMPANY
             (Exact name of registrant as specified in its charter)


             Delaware                                   41-0518430
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

             1776 Lincoln Street, Suite 1100, Denver, Colorado 80203
               (Address of principal executive offices) (Zip Code)

                                 (303) 861-8140
              (Registrant's telephone number, including area code)




Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                               Yes [ |X| ] No [ ]


Indicate the number of shares outstanding of each of the registrant's classes of
common stock as of the latest practicable date.


As of August 7, 2001, the registrant had 27,783,774 shares of common stock, $.01
par value, outstanding.



                     ST. MARY LAND &amp; EXPLORATION COMPANY
                       -----------------------------------

                                      INDEX
                                      -----

Part I.   FINANCIAL INFORMATION                                             PAGE
                                                                            ----

          Item 1.     Financial Statements (Unaudited)
                      Consolidated Balance
                      Sheets - June 30, 2001 and
                      December 31, 2000........................................3

                      Consolidated Statements of
                      Operations - Three and Six Months Ended
                      June 30, 2001 and 2000...................................4

                      Consolidated Statements of
                      Cash Flows - Six Months Ended
                      June 30, 2001 and 2000...................................5

                      Consolidated Statements of
                      Stockholders' Equity - June 30, 2001
                      and December 31, 2000....................................7

                      Notes to Consolidated Financial
                      Statements - June 30, 2001...............................8

            Item 2.   Management's Discussion and Analysis
                      of Financial Condition and Results
                      of Operations...........................................11

            Item 3.   Quantitative and Qualitative Disclosures
                      About Market Risk.......................................20


Part II.    OTHER INFORMATION

            Item 2.   Changes in Securities and Use of Proceeds...............22

            Item 4.   Submission of Matters to a Vote of Security Holders.....22

            Item 6.   Exhibits and Reports on Form 8-K........................23


PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

            ST. MARY LAND &amp; EXPLORATION COMPANY AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                      (In thousands, except share amounts)


                                    ASSETS                                    June 30,      December 31,
                                                                            -----------     -----------
                                                                               2001            2000
                                                                            -----------     -----------

Current assets:
  Cash and cash equivalents                                                  $   6,245       $   6,619
  Accounts receivable                                                           47,722          55,068
  Prepaid expenses and other                                                     3,866           2,134
  Deferred income taxes                                                            747             163
                                                                            -----------     -----------
      Total current assets                                                      58,580          63,984
                                                                            -----------     -----------
Property and equipment (successful efforts method), at cost:
  Proved oil and gas properties                                                435,053         385,076
  Less accumulated depletion, depreciation and amortization                   (194,195)       (171,412)
  Unproved oil and gas properties, net of impairment
    allowance of $8,151 in 2001 and $7,956 in 2000                              41,002          35,497
  Other property and equipment, net of accumulated depreciation of $4,064
    in 2001 and $3,600 in 2000                                                   3,170           3,250
                                                                            -----------     -----------
      Total property and equipment                                             285,030         252,411
                                                                            -----------     -----------
Other assets:
  Khanty Mansiysk Oil Corporation stock                                          1,651           1,651
  Other assets                                                                   4,013           3,849
                                                                            -----------     -----------
      Total other assets                                                         5,664           5,500
                                                                            -----------     -----------
Total Assets                                                                 $ 349,274       $ 321,895
                                                                            ===========     ===========
                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses                                        $  23,141       $  23,345
  Accrued hedge liability                                                        2,329               -
                                                                            -----------     -----------
      Total current liabilities                                                 25,470          23,345
                                                                            -----------     -----------
Long-term liabilities:
  Long-term debt                                                                13,400          22,000
  Deferred income taxes                                                         35,067          24,820
  Other noncurrent liabilities                                                     985             987
                                                                            -----------     -----------
      Total long-term liabilities                                               49,452          47,807
                                                                            -----------     -----------
Commitments and contingencies
                                                                            -----------     -----------
Minority interest                                                                  483             607
                                                                            -----------     -----------
Stockholders' equity:
  Common stock, $.01 par value: authorized  - 100,000,000 shares:
           Issued and outstanding - 28,682,670 shares in 2001 and
           28,553,826 shares in 2000                                               287             286
  Additional paid-in capital                                                   135,624         132,973
  Treasury stock - at cost:  909,900 shares in 2001 and 395,600
           shares in 2000                                                      (14,288)         (3,339)
  Retained earnings                                                            153,289         120,075
  Unrealized net gain on marketable equity securities-available for sale           309             141
  Unrealized hedge loss                                                         (1,352)              -
                                                                            -----------     -----------
      Total stockholders' equity                                               273,869         250,136
                                                                            -----------     -----------
Total Liabilities and Stockholders' Equity                                   $ 349,274       $ 321,895
                                                                            ===========     ===========

              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                       -3-


            ST. MARY LAND &amp; EXPLORATION COMPANY AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                    (In thousands, except per share amounts)


                                                       For the Three Months Ended       For the Six Months Ended
                                                               June 30,                        June 30,
                                                     ------------------------------   ----------------------------
                                                          2001             2000           2001             2000
                                                     -------------     ------------   ------------     -----------
Operating revenues:

Oil and gas production                                   $ 55,421         $ 43,820       $123,336        $ 80,832
  Gain on sale of proved properties                            48            2,293             50           2,332
  Other oil and gas revenue                                   203              594            565             874
  Other revenues                                              104              115            172             195
                                                     -------------     ------------   ------------     -----------
      Total operating revenues                             55,776           46,822        124,123          84,233
                                                     -------------     ------------   ------------     -----------
Operating expenses:
  Oil and gas production                                   13,436            8,622         25,493          17,048
  Depletion, depreciation and amortization                 12,884            8,321         24,172          17,178
  Impairment of proved properties                              73              863            244           1,950
  Exploration                                               2,149            1,658         10,511           4,403
  Abandonment and impairment of unproved properties           608              609          1,074           1,289
  General and administrative                                3,536            2,331          7,557           5,095
  Minority interest and other                                 118              592            379           1,234
                                                     -------------     ------------   ------------     -----------
      Total operating expenses                             32,804           22,996         69,430          48,197
                                                     -------------     ------------   ------------     -----------
Income from operations                                     22,972           23,826         54,693          36,036

Nonoperating income and (expense):
  Interest income                                             147              177            335             403
  Interest expense                                              -              (37)           (35)           (123)
                                                     -------------     ------------   ------------     -----------
Income before income taxes                                 23,119           23,966         54,993          36,316
Income tax expense                                          8,885            9,369         20,366          13,833
                                                     -------------     ------------   ------------     -----------
Net income                                               $ 14,234         $ 14,597       $ 34,627        $ 22,483
                                                     =============     ============   ============     ===========
Basic net income per common share                        $   0.51         $   0.53       $   1.23        $   0.82
                                                     =============     ============   ============     ===========
Diluted net income per common share                      $   0.50         $   0.52       $   1.20        $   0.80
                                                     =============     ============   ============     ===========
Basic weighted average common shares outstanding           28,135           27,622         28,185          27,573
                                                     =============     ============   ============     ===========
Diluted weighted average common shares outstanding         28,717           28,170         28,826          27,985
                                                     =============     ============   ============     ===========
Cash dividends declared per share                        $  0.050         $  0.025       $  0.050        $  0.050
                                                     =============     ============   ============     ===========

              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                       -4-


            ST. MARY LAND &amp; EXPLORATION COMPANY AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                 (In thousands)

                                                                  For the Six Months Ended
                                                                         June 30,
                                                                 -------------------------
                                                                    2001           2000
                                                                 ----------     ----------
Reconciliation of net income to net cash provided by operating activities:

     Net income                                                   $ 34,627       $ 22,483
     Adjustments to reconcile net income to net
         cash provided by operating activities:
       Gain on sale of proved properties                               (50)        (2,332)
       Depletion, depreciation and amortization                     24,172         17,178
       Impairment of proved properties                                 244          1,950
       Exploration, including exploratory dry hole expense           4,418            782
       Abandonment and impairment of unproved properties             1,074          1,289
       Deferred income taxes                                        10,841          6,698
       Minority interest and other                                     442            148
                                                                 ----------     ----------
                                                                    75,768         48,196
     Changes in current assets and liabilities:
       Accounts receivable                                          (2,394)       (23,858)
       Prepaid expenses and other                                   (2,030)           426
       Accounts payable and accrued expenses                         1,530         (2,219)
                                                                 ----------     ----------
     Net cash provided by operating activities                      72,874         22,545
                                                                 ----------     ----------
     Cash flows from investing activities:
       Proceeds from sale of oil and gas properties                    660          1,660
       Capital expenditures                                        (63,335)       (28,572)
       Acquisition of oil and gas properties                         1,590        (10,387)
       Sale of KMOC stock                                            7,009              -
       Other                                                            69            956
                                                                 ----------     ----------
     Net cash used in investing activities                         (54,007)       (36,343)
                                                                 ----------     ----------
     Cash flows from financing activities:
       Proceeds from long-term debt                                 41,750         18,000
       Repayment of long-term debt                                 (50,350)       (17,150)
       Proceeds from sale of common stock                            1,721          3,340
       Repurchase of common stock                                  (10,949)          (344)
       Dividends paid                                               (1,413)        (1,376)
                                                                 ----------     ----------
     Net cash provided by (used in) financing activities           (19,241)         2,470
                                                                 ----------     ----------
     Net decrease in cash and cash equivalents                        (374)       (11,328)
     Cash and cash equivalents at beginning of period                6,619         14,195
                                                                 ----------     ----------
     Cash and cash equivalents at end of period                   $  6,245       $  2,867
                                                                 ==========     ==========

              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                       -5-


            ST. MARY LAND &amp; EXPLORATION COMPANY AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                   (Continued)


Supplemental schedule of additional cash flow information and noncash investing
          and financing activities:

                                                  For the Six Months Ended
                                                         June 30,
                                                 -------------------------
                                                    2001           2000
                                                 ----------     ----------
                                                      (In thousands)

Cash paid for interest                               $ 284          $ 503

Cash paid for income taxes                          10,386          2,120

Cash paid for exploration expenses                  10,499          4,346





In January 2000 the Company issued 8,400 shares of common stock to its directors
and recorded compensation expense of $88,368.

In January 2001 the Company issued 8,400 shares of common stock to its directors
and recorded compensation expense of $237,852




              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                       -6-


            ST. MARY LAND &amp; EXPLORATION COMPANY AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)
                      (In thousands, except share amounts)

                                                                                                          Accumulated
                                               Common Stock   Additional               Treasury Stock       Other         Total
                                           ------------------   Paid-in   Retained  -------------------- Comprehensive Stockholders'
                                             Shares    Amount   Capital   Earnings   Shares     Amount      Income        Equity
                                           ----------  ------ ---------- ---------- --------- ---------- ------------- -------------


Balance, December 31, 1999                 27,893,910  $  279 $  123,974 $  67,230  (365,600) $  (2,995) $        284  $    188,772

Comprehensive income:
    Net Income                                      -       -          -    55,620         -         -              -        55,620
    Unrealized net loss on marketable equity
       securities available for sale                -       -          -         -         -         -           (143)         (143)
                                                                                                                       -------------
Total comprehensive income                                                                                                   55,477
                                                                                                                       -------------
Cash dividends, $ 0.10 per share                    -       -          -    (2,775)        -         -              -        (2,775)
Treasury stock purchases                            -       -          -         -   (30,000)     (344)             -          (344)
Issuance for Employee Stock Purchase           32,296       -        311         -         -         -              -           311
ESPP disqualified distribution                      -       -          3         -         -         -              -             3
Sale of common stock, including income tax
       benefit of stock option exercises      619,220       6      8,597         -         -         -              -         8,603
Directors' stock compensation                   8,400       1         88         -         -         -              -            89
                                           ----------  ------ ---------- ---------- --------- --------- -------------- -------------

Balance, December 31, 2000                 28,553,826  $  286 $  132,973 $ 120,075  (395,600) $ (3,339) $         141  $    250,136

Comprehensive income:
    Net Income                                      -       -          -    34,627         -         -              -        34,627
    Unrealized net gain on marketable equity
       securities available for sale                -       -          -         -         -         -            168           168
    Unrealized hedge loss                           -       -          -         -         -         -         (1,352)       (1,352)
                                                                                                                       -------------
Total comprehensive income                                                                                                   33,443
                                                                                                                       -------------
Cash dividends, $ 0.05 per share                    -       -          -    (1,413)        -         -              -        (1,413)
Treasury stock purchases                            -       -          -         -   514,300)  (10,949)             -       (10,949)
Issuance for Employee Stock Purchase Plan       8,333       -        149         -         -         -              -           149
Sale of common stock, including income tax
       benefit of stock option exercises      112,111       1      2,264         -         -         -              -         2,265
Directors' stock compensation                   8,400       -        238         -         -         -              -           238
                                           ----------  ------ ---------- ---------- --------- --------- -------------- -------------

Balance, June 30, 2001                     28,682,670  $  287 $  135,624 $ 153,289  (909,900) $(14,288) $      (1,043) $     273,869
                                           ==========  ====== ========== ========== ========= ========= ============== =============

              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                       -7-


            ST. MARY LAND &amp; EXPLORATION COMPANY AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                ----------------

                                  June 30, 2001

Note 1 - Basis of Presentation

     The accompanying unaudited condensed consolidated financial statements of
St. Mary Land &amp; Exploration Company and Subsidiaries ("St. Mary" or the
"Company") have been prepared in accordance with accounting principles generally
accepted in the United States for interim financial information. They do not
include all information and notes required by generally accepted accounting
principles for complete financial statements. However, except as disclosed
herein, there has been no material change in the information disclosed in the
notes to consolidated financial statements included in St. Mary's Annual Report
on Form 10-K for the year ended December 31, 2000. In the opinion of Management,
all adjustments (consisting of normal recurring accruals) considered necessary
for a fair presentation have been included. Operating results for the periods
presented are not necessarily indicative of the results that may be expected for
the full year.

     The accounting policies followed by the Company are set forth in Note 1 to
the Company's consolidated financial statements in the Form 10-K for the year
ended December 31, 2000. It is suggested that these unaudited condensed
consolidated financial statements be read in conjunction with the consolidated
financial statements and notes included in the Form 10-K.

Note 2 - Capital Stock

     In July 2000 St. Mary's board of directors approved a two-for-one stock
split effected in the form of a stock dividend whereby one additional common
share of stock was distributed for each common share outstanding. The stock
split was distributed on September 5, 2000, to shareholders of record as of the
close of business on August 21, 2000. All share and per share amounts for all
periods presented herein have been restated to reflect this stock split.

     In August 1998 the Company's board of directors approved a stock repurchase
program whereby the Company may purchase from time to time, in open market
purchases or negotiated sales, up to two million shares of its common stock.
During the second quarter of 2001 the Company repurchased 434,000 shares of its
common stock under the program at a weighted average price of $20.67 per share,
bringing the total number of shares repurchased under the program to 909,900 at
a weighted average price of $15.49 per share. Additional purchases of shares by
the Company may occur as market conditions warrant. Such purchases would be
funded with internal cash flows and borrowings under the Company's credit
facility.

     In April 2001 the Company sold 100,000 put options on its own common stock
for $99,000 in cash. These put options gave the holder the right to require the
Company to purchase up to 100,000 shares of its own common stock from the holder
at $20.22 per share on July 11, 2001. These options expired unexercised. In June
2001 the Company sold 100,000 put options on its own common stock for $94,000 in
cash. These put options give the holder the right to require the Company to
purchase up to 100,000 shares of its own common stock from the holder at $19.22
per share on September 24, 2001.

                                      -8-

Note 3 - Income Taxes

     Federal income tax expense for the three and six months ended June 30, 2001
and 2000 differ from the amounts that would be provided by applying the
statutory U.S. Federal income tax rate to income before income taxes primarily
due to Section 29 credits, percentage depletion, and the effect of state income
taxes. During 2000 the Company utilized its net operating loss carryover and
resulting deferred tax asset from 1999. At June 30, 2001 the Company's current
portion of income tax expense was $9,361,000. Accounts payable and accrued
expenses includes income tax payable of $137,000 at June 2001.

Note 4 - Long-term Debt

     On April 30, 2001 St. Mary entered into an agreement to amend the
existing long-term revolving credit agreement. The maximum loan amount remains
at $200.0 million. The lender may periodically re-determine the aggregate
borrowing base depending upon the value of St. Mary's oil and gas properties and
other assets. The amendment increases the borrowing base by $30.0 million to
$170.0 million. The accepted borrowing base was $40.0 million at June 30, 2001.
The credit agreement has a maturity date of December 31, 2006, and includes a
revolving period that matures on June 30, 2003. The amended agreement deletes
all references to and provisions of the short-term tranche previously available
to St. Mary. The Company must comply with certain covenants including
maintenance of stockholders' equity at a specified level and limitations on
additional indebtedness. The Company had $13,400,000 in outstanding borrowings
under its revolving credit agreement as of June 30, 2001, and the weighted
average interest rate paid for the six months ended June 30, 2001 was 9.0%
including commitment fees paid on the unused portion of the borrowing base. The
Company's debt to total capitalization ratio as defined under the agreement was
4.7% as of June 30, 2001.


Note 5 - Financial Instruments

     On January 1, 2001 the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging
Activities." The adoption of SFAS No. 133 resulted in the Company recording a
liability of $45,699,000 for the fair value of the derivative instruments at
January 1, 2001. The Company's adoption entry resulted in deferral of the
recognition of this liability to accumulated other comprehensive loss of
$28,587,000 at January 1, 2001. During the first six months of 2001 the Company
recognized no additional hedge loss from hedge ineffectiveness on derivative
instruments that were designated and qualified as cash flow hedging instruments.
The Company anticipates that all hedge transactions will occur as expected.
Based on current prices we anticipate that $1.6 million of the after tax loss
amount included in accumulated and other comprehensive income will be included
in earnings during the next 12 months.

     The Company seeks to protect its rate of return on acquisitions of
producing properties by hedging cash flow when the economic criteria from its
evaluation and pricing model indicate it would be appropriate. Management's
strategy is to hedge cash flows from investments requiring a gas price in excess
of $3.25 per Mcf and an oil price in excess of $22.50 per Bbl in order to meet
minimum rate-of-return criteria. The Company anticipates this strategy will
result in the hedging of future cash flow from acquisitions. St. Mary generally
limits its aggregate hedge position to no more than 35% of its total production
but will hedge up to 50% of total production in certain circumstances. The
Company seeks to minimize basis risk and index the majority of oil hedges to
NYMEX prices and the majority of gas hedges to various regional index prices
associated with pipelines in proximity to its areas of gas production.

Note 6 - Newly Issued Accounting Standards

     In June 2001 the Financial Accounting Standards Board ("FASB") issued SFAS
No. 141, "Business Combinations." Under this statement all business combinations
must be accounted for under the purchase method. The pooling method is no longer
allowed. The statement also establishes criteria to assess when to recognize
intangible assets separately from goodwill. SFAS No. 141 is effective for
business combinations initiated after June 30, 2001 and for all business
combinations using the purchase method for which the date of acquisition is
after June 30, 2001. At this time the Company has no pending business
combinations that would be affected by the adoption of this statement.

                                      -9-

     In June 2001 the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets." This statement addresses the accounting for goodwill and other
intangible assets and provides specific guidance for testing goodwill and other
intangible assets for impairment. This statement is effective for fiscal years
beginning after December 15, 2001. The Company does not anticipate that the
adoption of this statement will have a material effect on the Company's
financial position or results of operations.

     In July 2001 the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations." This statement requires companies to recognize the fair value of
an asset retirement liability in the financial statements by capitalizing that
cost as part of the cost of the related long-lived asset. The asset retirement
liability should then be allocated to expense by using a systematic and rational
method. The statement is effective for fiscal years beginning after June 15,
2002. The Company has not yet determined the impact of adoption of this
statement.

                                      -10-

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

     This Quarterly Report on Form 10-Q includes certain statements that may be
deemed to be "forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. All statements, other than statements of historical facts, included in
this Form 10-Q that address activities, events or developments that St. Mary
management forecasts, expects, believes or anticipates will or may occur in the
future are forward-looking statements. Examples of forward-looking statements
may include discussion of such matters as:

o    forecasted production, lease operating expenses, transportation costs,
     DD&amp;A, general and administrative expenses, and current income taxes for
     future periods,
o    the amount and nature of future capital, development and exploration
     expenditures,
o    the drilling of wells,
o    reserve estimates and the estimates of both future net revenues and the
     present value of future net revenues that are included in their
     calculation,
o    future oil and gas production estimates,
o    repayment of debt,
o    business strategies,
o    expansion and growth of operations, and
o    other similar matters.

     These statements are based on certain assumptions and analyses made by us
in light of our experience and our perception of historical trends, current
conditions, expected future developments and other factors we believe are
appropriate in the circumstances. Such statements are subject to a number of
assumptions, risks and uncertainties, including such factors as the volatility
and level of oil and natural gas prices, uncertainties in cash flow, expected
acquisition benefits, production rates and reserve replacement, reserve
estimates, drilling and operating risks, competition, litigation, environmental
matters, the potential impact of government regulations, and other matters such
as those discussed in the "Risk Factors" section of St. Mary's 2000 Annual
Report on Form 10-K, many of which are beyond our control. Readers are cautioned
that forward-looking statements are not guarantees of future performance and
that actual results or developments may differ materially from those expressed
or implied in the forward-looking statements.

                                      -11-

Results of Operations

     The following table sets forth selected operating data for the periods
indicated:

                                                       Three Months                   Six Months
                                                       ------------                   ----------
                                                      Ended June 30,                Ended June 30,
                                                      --------------                --------------
                                                   2001           2000           2001           2000
                                                   ----           ----           ----           ----
                                                (In thousands, except per     (In thousands, except per
                                                      volume data)                  volume data)
 Oil and gas production revenues:
    Gas production                               $ 40,970       $ 31,050       $ 93,350       $ 55,106
    Oil production                                 14,451         12,770         29,986         25,726
                                                 --------       --------       --------       --------
        Total                                    $ 55,421       $ 43,820       $123,336       $ 80,832
                                                 ========       ========       ========       ========
Net production:
   Gas (MMcf)                                      10,041          9,535         19,650         18,781
   Oil (MBbls)                                        595            573          1,203          1,114
                                                 --------       --------       --------        -------
   MCFE                                            13,611         12,973         26,868         25,464
                                                 ========       ========       ========        =======
Average sales price (1):
   Gas (per Mcf)                                 $   4.08       $   3.26       $   4.75       $   2.93
   Oil (per Bbl)                                 $  24.30       $  22.29       $  24.92       $  23.10

Oil and gas production costs:
   Lease operating expense                       $  9,826       $  5,594       $ 17,364       $ 11,509
   Transportation costs                               541            481          1,138            824
   Production taxes                                 3,069          2,547          6,991          4,715
                                                 --------       --------       --------       --------
      Total                                      $ 13,436       $  8,622       $ 25,493       $ 17,048
                                                 ========       ========       ========       ========
Additional per MCFE data:
   Sales price                                   $   4.07       $   3.38       $   4.59       $   3.17
   Lease operating expense                           0.72           0.43           0.65           0.45
   Transportation costs                              0.04           0.04           0.04           0.03
   Production taxes                                  0.23           0.20           0.26           0.19
                                                 --------       --------       --------       --------
      Operating margin                           $   3.08       $   2.71       $   3.64       $   2.50
                                                 ========       ========       ========       ========

   Depletion, depreciation and amortization      $   0.95       $   0.64       $   0.90       $   0.67
   Impairment of proved properties               $   0.01       $   0.07       $   0.01       $   0.08
   General and administrative                    $   0.26       $   0.18       $   0.28       $   0.20
   --------------------------------
      (1)Includes the effects of St. Mary's hedging activities.

Three-Month Comparison

     Oil and Gas Production Revenues. St. Mary's quarterly oil and gas
production revenues increased $11.6 million, or 26% to $55.4 million for the
three months ended June 30, 2001, compared with $43.8 million for the same
period in 2000. The increase was the result of an oil production volume increase
of 4%, a gas production increase of 5% and increases in the average price
received for both oil and gas in the second quarter of 2001 compared to 2000.
The average realized gas price increased 25% to $4.08 per Mcf, while the average
realized oil price increased 9% to $24.30 per Bbl. Average net daily production
increased to 149.6 MMCFE for 2001 compared with 142.6 MMCFE in 2000. Our
December 2000 acquisition of JN Exploration et al properties added $3.5 million
of revenue and average net daily production of 8.2 MMCFE to the second quarter
of 2001.

                                      -12-

     St. Mary hedged approximately 32% or 190 MBbls of its oil production for
the three months ended June 30, 2001, and realized a $775,000 decrease in oil
revenue attributable to hedging compared with a $3.2 million decrease in 2000.
Without these contracts we would have received an average price of $25.60 per
Bbl in the second quarter of 2001 compared to $27.83 per Bbl in 2000. St. Mary
also hedged 42% of its 2001 second quarter gas production or 4.6 million MMBtu
and realized a $5.1 million decrease in gas revenue compared with a $3.2 million
decrease in gas revenue in 2000. Without these contracts we would have received
an average price of $4.51 per Mcf for the three months ended June 30, 2001,
compared to $3.84 per Mcf for the same period in 2000.

     Gain on sale of proved properties. Gain on sale of proved properties
decreased $2.3 million for the quarter ended June 30, 2001 compared to the same
period in 2000. There have been no significant sales of proved properties in
2001.

     Oil and Gas Production Costs. Oil and gas production costs consist of lease
operating expense, production taxes and transportation expenses. Total
production costs increased $4.8 million or 56% to $13.4 million for the three
months ended June 30, 2001, from $8.6 million in 2000. In the second quarter of
2001 we experienced a $1.5 million increase in non-recurring LOE as we took
advantage of workover rig availability. Williston basin acquisitions in the last
half of 2000 added an additional $600,000 of LOE to 2001. Our JN Exploration et
al acquisition properties represented $566,000 of the total increase. We have
also experienced higher recurring LOE costs in the Williston basin, the Permian
basin and the Gulf Coast/GOM as a result of increased competition for limited
availability of services. In addition, higher production taxes and
transportation expenses resulting from higher oil and gas revenues account for
the remaining 12% of the increase. Total oil and gas production costs per MCFE
increased 50% to $0.99 for the six months ended June 30, 2001 compared with
$0.66 for 2000. An $0.11 per MCFE increase was due to the increase in
non-recurring LOE. A $0.09 per MCFE increase was due to the acquisitions
previously discussed. Another $0.04 per MCFE increase was due to increased
production taxes and transportation expenses.

     Depreciation, Depletion, Amortization and Impairment. Depreciation,
depletion and amortization expense ("DD&amp;A") increased $4.6 million or 55% to
$12.9 million for the three months ended June 30, 2001, from $8.3 million in
2000. DD&amp;A per MCFE increased by 48% to $0.95 for the second quarter of 2001
compared with $0.64 in 2000. This increase reflects acquisitions and drilling
results in 2000 and 2001 that have added costs at a higher per-unit rate. The
unit rate was further affected by downward adjustments to reserves due to
pricing adjustments at June 30, 2001.

     St. Mary reviews its producing properties for impairments when events or
changes in circumstances indicate that an impairment in value may have occurred.
The impairment test compares the expected undiscounted future net revenues on a
field-by-field basis with the related net capitalized costs at the end of each
period. When the net capitalized costs exceed the undiscounted future net
revenues, the cost of the property is written down to fair value, which is
determined using future net revenues for the producing property discounted at
15%. Future net revenues are estimated using prices based on NYMEX strip that
are then escalated for each of the next 5 years and include the estimated
effects of hedging contracts in place at December 31, 2000. We recorded a
$73,000 impairment of proved oil and gas properties in the second quarter of
2001 compared with $863,000 in 2000.

     Abandonment and impairment of unproved properties was $608,000 for the
three months ended June 30, 2001, compared with $609,000 in 2000.

                                      -13-

     Exploration. Exploration expense increased $491,000 or 30% to $2.1 million
for the three months ended June 30, 2001, compared with $1.7 million in 2000.
The increase resulted from an increase in personnel costs associated with
exploration activity.

     General and Administrative. General and administrative expenses increased
$1.2 million or 52% to $3.5 million for the three months ended June 30, 2001,
compared with $2.3 million in 2000. Increases in compensation expense associated
with increased personnel, our incentive plans and general cost inflation were
partially offset by a $247,000 increase in COPAS overhead reimbursement from
operations.

     Income Taxes. Income tax expense totaled $8.9 million for the three months
ended June 30, 2001, and $9.4 million in 2000, resulting in effective tax rates
of 38.4% and 39.1%, respectively.

     Net Income. Net income for the three months ended June 30, 2001 decreased
$363,000 to $14.2 million compared with $14.6 million in 2000. A 25% increase in
gas prices and a 9% increase in oil prices combined with a 4% increase in oil
production and a 5% increase in gas production resulted in an $11.6 million
increase in oil and gas production revenue. This increase was offset by a $4.8
million increase in oil and gas production costs, a $4.6 million increase in
DD&amp;A as well as a $1.2 million increase in general and administrative
expense. Net income for the three months ended June 30, 2000 also included a
$2.3 million pre-tax nonrecurring gain on the sale of proved property.

Six-Month Comparison

     Oil and Gas Production Revenues. St. Mary experienced an increase in oil
and gas production revenues of $42.5 million, or 53% to $123.3 million for the
six months ended June 30, 2001, compared with $80.8 million for the same period
in 2000. The increase was the result of an oil production volume increase of 8%,
a gas production increase of 5% and increases in the average price received for
both oil and gas in the first six months of 2001 compared to 2000. The average
realized gas price increased 62% to $4.75 per Mcf, while the average realized
oil price increased 8% to $24.92 per Bbl. Average net daily production increased
to 148.4 MMCFE for the first six months of 2001 compared with 139.9 MMCFE in
2000. Our December 2000 acquisition of JN Exploration et al properties added
$8.4 million of revenue and average net daily production of 8.0 MMCFE for the
six months ended June 30, 2001.

     St. Mary hedged approximately 32% or 384 MBbls of its oil production for
the six months ended June 30, 2001, and realized a $1.9 million decrease in oil
revenue attributable to hedging compared with a $5.3 million decrease in 2000.
Without these contracts we would have received an average price of $26.48 per
Bbl for the six months ended June 30, 2001 compared to $27.90 per Bbl in 2000.
St. Mary also hedged 43% of its gas production or 9.2 million MMBtu and realized
a $20.4 million decrease in gas revenue for the six months ended June 30, 2001
compared with a $3.2 million decrease in gas revenue in 2000. Without these
contracts we would have received an average price of $5.79 per Mcf for the six
months ended June 30, 2001, compared to $3.04 per Mcf for the same period in
2000.

     Gain on sale of proved properties. Gain on sale of proved properties
decreased $2.3 million for the six months ended June 30, 2001 compared to the
same period in 2000. There have been no significant sales of proved properties
in 2001.

     Oil and Gas Production Costs. Oil and gas production costs consist of lease
operating expense, production taxes and transportation expenses. Total
production costs increased $8.4 million or 50% to $25.5 million for the six
months ended June 30, 2001, from $17.0 million in 2000. In the first six months
of 2001 we experienced a $1.3 million increase in non-recurring LOE as we took
advantage of workover rig availability. Williston basin acquisitions in the last
half of 2000 added an additional $1.3 million of LOE to 2001. Our JN Exploration
et al acquisition properties represented $1.2 million of the total increase. We
have also experienced higher recurring LOE costs in the Williston basin, the
Permian basin and the Gulf Coast/GOM as a result of increased competition for
limited availability of services. In addition, higher production taxes and
transportation expenses resulting from higher oil and gas revenues account for
the remaining 31% of the increase. Total oil and gas production costs per MCFE
increased 42% to $0.95 for the six months ended June 30, 2001 compared with
$0.67 for 2000. A $0.09 per MCFE increase was due to the acquisitions previously
discussed. Another $0.09 per MCFE increase was due to increased production taxes
and transportation expenses. A $0.05 per MCFE increase was due to the increase
in non-recurring LOE.

                                      -14-

     Depreciation, Depletion, Amortization and Impairment. DD&amp;A increased
$7.0 million or 41% to $24.2 million for the six months ended June 30, 2001,
from $17.2 million in 2000. DD&amp;A per MCFE increased by 33% to $0.90 for the
six months ended June 30, 2001 compared with $.67 in 2000. This increase
reflects acquisitions and drilling results in 2000 and 2001 that added costs at
a higher per unit rate. The unit rate was further affected by downward
adjustments to reserves due to pricing adjustments at June 30, 2001.

     St. Mary reviews its producing properties for impairments when events or
changes in circumstances indicate that an impairment in value may have occurred.
The impairment test compares the expected undiscounted future net revenues on a
field-by-field basis with the related net capitalized costs at the end of each
period. When the net capitalized costs exceed the undiscounted future net
revenues, the cost of the property is written down to fair value, which is
determined using future net revenues for the producing property discounted at
15%. Future net revenues are estimated using prices based on NYMEX strip that
are then escalated for each of the next 5 years and include the estimated
effects of hedging contracts in place at December 31, 2000. We recorded a
$244,000 impairment of proved oil and gas properties for the six months ended
June 30, 2001 compared with $2.0 million in 2000.

     Abandonment and impairment of unproved properties were $1.1 million for the
six months ended June 30, 2001, compared with $1.3 million in 2000.

     Exploration. Exploration expense increased $6.1 million or 139% to $10.5
million for the six months ended June 30, 2001, compared with $4.4 million in
2000. The increase resulted from a $3.6 million increase in exploratory dry
holes, an $875,000 increase in geological and geophysical expense and an
increase in personnel costs associated with exploration activity of $1.6
million.

     General and Administrative. General and administrative expenses increased
$2.5 million or 48% to $7.6 million for the six months ended June 30, 2001,
compared with $5.1 million in 2000. Increases in compensation expense associated
with increased personnel, our incentive plans and general cost inflation were
partially offset by a $557,000 increase in COPAS overhead reimbursement from
operations.

     Income Taxes. Income tax expense totaled $20.4 million for the six months
ended June 30, 2001, and $13.8 million in 2000, resulting in effective tax rates
of 37.0% and 38.1%, respectively.

     Net Income. Net income for the six months ended June 30, 2001 increased
$12.1 million or 54% to $34.6 million compared with $22.5 million in 2000. A 62%
increase in gas prices and an 8% increase in oil prices combined with an 8%
increase in oil production and a 5% increase in gas production resulted in a
$42.5 million increase in oil and gas production revenue. This increase was
offset by corresponding increases in oil and gas production costs and DD&amp;A
as well as a $6.1 million increase in exploration expense, a $2.5 million
increase in general and administrative expense and a $6.5 million increase in
income tax expense. A re-tax gain on the sale of proved properties of $2.3
million in 2000 was partially offset by decreases in proved and unproved
property impairments.

Liquidity and Capital Resources

     St. Mary's primary sources of liquidity are the cash provided by operating
activities, debt financing, sales of non-strategic properties and access to the
capital markets. Our cash needs are for the acquisition, exploration and
development of oil and gas properties and for the payment of debt obligations,
trade payables and stockholder dividends. Exploration and development programs
are generally financed from internally generated cash flow, bank debt and cash
and cash equivalents on hand. The capital expenditure budget is continually
reviewed based on changes in cash flow and other factors.

                                      -15-

     Cash Flow. St. Mary's net cash provided by operating activities increased
$50.3 million or 223% to $72.9 million for the six months ended June 30, 2001
compared with $22.5 million in 2000. The increase reflects the effect of the
increase in oil and gas production revenues, a general increase in non-cash
expenses and an increase in accounts payable for the period ended June 30, 2001
that are offset by an increase in accounts receivable for the period ended June
30, 2000.

     Exploratory dry hole costs are included in cash flows from investing
activities even though these costs are expensed as incurred. If exploratory dry
hole costs had been included in operating cash flows, the net cash provided by
operating activities would have been $62.4 million and $18.2 million in the
first six months of 2001 and 2000, respectively.

     Net cash used in investing activities increased $17.7 million or 49% to
$54.0 million for the six months ended June 30, 2001, compared with $36.3
million in 2000. This increase is due to increased capital expenditures and a
decrease in proceeds from the sale of oil and gas properties that are partially
offset by the receipt of $7.0 million of proceeds from the December 2000 sale of
KMOC stock. Total capital expenditures, including acquisitions of oil and gas
properties, in the first six months of 2001 increased $22.7 million or 58% to
$61.7 million compared with $39.0 million in the first half of 2000.

     If exploratory dry hole costs had been included in operating cash flows
rather than in investing cash flows, net cash used in investing activities would
have been $43.5 million and $32.0 million in the first six months of 2001 and
2000, respectively.

     Net cash used in financing activities increased $21.7 million to $19.2
million for the six months ended June 30, 2001, compared with net cash provided
by financing activities of $2.5 million in 2000. St. Mary made net repayments of
$8.6 million of debt in 2001 compared to an $850,000 debt increase in 2000.
Additionally, we repurchased $10.6 million more of our own common stock and
received $1.6 million less in proceeds from the sale of our common stock during
the first two quarters of 2001 compared to 2000. All sales of our common stock
resulted from stock option exercises and sales under St. Mary's employee stock
purchase plan.

     St. Mary had $6.2 million in cash and cash equivalents and had working
capital of $33.1 million as of June 30, 2001, compared with $6.6 million in cash
and cash equivalents and working capital of $40.6 million at December 31, 2000.
The small change in cash and cash equivalents reflects that our cash provided by
operations was sufficient to cover our increased capital expenditures, our debt
repayment and our repurchase of St. Mary's common stock during the first six
months of 2001.

     Credit Facility. On April 30, 2001 St. Mary entered into an agreement to
amend the existing long-term revolving credit agreement. The maximum loan amount
remains at $200.0 million. The lender may periodically re-determine the
aggregate borrowing base depending upon the value of St. Mary's oil and gas
properties and other assets. The amendment increases the borrowing base by $30.0
million to $170.0 million. The accepted borrowing base was $40.0 million at June
30, 2001. The credit agreement has a maturity date of December 31, 2006, and
includes a revolving period that matures on June 30, 2003. The amended agreement
deletes all references to and provisions of the short-term tranche previously
available to St. Mary. We must comply with certain covenants including
maintenance of stockholders' equity at a specified level and limitations on
additional indebtedness. As of June 30, 2001 and December 31, 2000, $13.4
million and $22.0 million, respectively, was outstanding under this credit
agreement. These outstanding balances accrue interest at rates determined by St
Mary's debt to total capitalization ratio. During the revolving period of the
loan, loan balances accrue interest at our option of either (1) the higher of
the federal funds rate plus 1/2% or the prime rate, or (2) LIBOR plus 3/4% when
our debt to total capitalization is less than 30%, up to a maximum of either (a)
the higher of the federal funds rate plus 3/4% or the prime rate plus 1/4%, or
(b) LIBOR plus 1-3/8% when our debt to total capitalization is equal to or
greater than 50%. The debt to total capitalization ratio as defined under the
agreement was 4.7% as of June 30, 2001.

                                      -16-

     Common Stock. At the annual shareholder meeting on May 23, 2001 the
shareholders of St. Mary voted to increase the amount of authorized common
shares to 100,000,000.

     In July 2000 St. Mary's board of directors approved a two-for-one stock
split effected in the form of a stock dividend whereby one additional common
share of stock was distributed for each common share outstanding. The stock
split was distributed on September 5, 2000, to shareholders of record as of the
close of business on August 21, 2000. All share and per share amounts for all
periods presented herein have been restated to reflect this stock split.

     In August 1998 St. Mary's board of directors authorized a stock repurchase
program whereby we may purchase from time-to-time, in open market transactions
or negotiated sales, up to two million of our common shares. Through December
31, 2000 we had repurchased a total of 395,600 shares of St. Mary's common
stock under the program for $3.3 million at a weighted average price of $8.44
per share. To date in 2001 we have repurchased an additional 514,300 shares for
a weighted average price of $20.91 per share. We anticipate that additional
purchases of shares may occur as market conditions warrant. As part of this
program we sold put options in April 2001 whereby the holder had the right to
require St. Mary to purchase up to 100,000 shares of St. Mary's common stock
from the holder at $20.22 per share on July 11, 2001. We received a $99,000
premium from this sale. These options expired unexercised. In June 2001 we sold
additional put options whereby we could be required to purchase up to 100,000
shares of our common stock from the holder at $19.22 per share on September 24,
2001. We received a $94,000 premium from this sale. Any future purchases will be
funded with internal cash flow and borrowings under St. Mary's credit facility.

     Capital and Exploration Expenditures Incurred. St. Mary's expenditures for
exploration and development of oil and gas properties and acquisitions are the
primary use of its capital resources. The following table sets forth certain
information regarding the costs incurred by St. Mary in its oil and gas
activities during the periods indicated.


                                            Capital and Exploration Expenditures
                                            ------------------------------------
                                                   Six Months Ended June 30,
                                                   -------------------------
                                                      2001        2000
                                                      ----        ----
                                                       (In thousands)

          Development                               $ 43,451    $ 20,336
          Domestic Exploration                        14,639       5,939
          Acquisitions:
            Proved                                       301      10,792
            Unproved                                  10,110       1,944
                                                    --------    --------
          Total                                     $ 68,501    $ 39,011
                                                    ========    ========

     We continuously evaluate opportunities in the marketplace for oil and gas
properties and, accordingly, may be a buyer or a seller of properties at various
times. We will continue to emphasize smaller niche acquisitions utilizing St.
Mary's technical expertise, financial flexibility and structuring experience. In
addition, we are also actively seeking larger acquisitions of assets or
companies that would afford opportunities to expand our existing core areas, to
acquire additional geoscientists or to gain a significant acreage and production
foothold in a new basin.

     St. Mary's total costs incurred in the first six months of 2001 increased
$29.5 million or 76% compared to the first six months of 2000. Unproved property
acquisitions increased by $8.2 million as a result of an increase in general
leasing activity and our acquisition of leases in the Hanging Woman Basin of
Montana and Wyoming for coalbed methane development. We spent $68.2 million in
the first six months of 2001 for unproved property acquisitions and domestic
exploration and development compared to $28.2 million for the comparable period
in 2000. This increase is primarily the result of increased drilling activity.

                                      -17-

     Outlook. Management believes that St Mary's existing capital resources,
cash flows from operations and available borrowings are sufficient to meet its
anticipated capital and operating requirements for the remainder of 2001.

     We now anticipate spending approximately $160.0 million for capital and
exploration expenditures in 2001 with $130.0 million allocated for ongoing
exploration and development and $30.0 million for acquisitions of producing
properties. Anticipated ongoing exploration and development expenditures for
each of St. Mary's core areas is as follows:


o    Mid-Continent region                             $ 46.0 million
o    Gulf Coast and Gulf of Mexico region             $ 38.0 million
o    ArkLaTex region                                  $ 14.0 million
o    Williston Basin                                  $ 26.0 million
o    Permian Basin and other                          $  6.0 million

     The amount not funded from our internally generated cash flow in 2001 can
be funded from our credit facility. The amount and allocation of future capital
and exploration expenditures will depend upon a number of factors including the
number and size of available acquisition opportunities and our ability to
assimilate these acquisitions. Also, the impact of oil and gas prices on
investment opportunities, the availability of capital and borrowing capability
and the success of our development and exploratory activity could lead to
funding requirements for further development.

     Natural gas prices continue to decline, but still remain at a high level of
approximately $3.00 per MMBTU while oil prices remain good. Our production base
and balance sheet are strong. We are seeing rig and service availability ease
and costs flattening, and in some cases declining modestly. However, the
acquisition market for properties remains overheated. We remain disciplined and
patient and have reduced our forecast of added production from acquisitions from
2.6 BCFE to 0.5 BCFE. We are currently forecasting the following information for
St. Mary for 2001:

o    Production                                         55-57 BCFE
o    Lease operating expense, including
     production taxes and transportation                $0.85-0.95/MCFE
o    Depreciation, depletion and amortization           $0.95-1.00/MCFE
o    General and administrative expense                 $0.26-0.30/MCFE
o    Current income taxes paid are expected
     to approximate between 20% and 25% of
     total tax expense and will depend
     upon prices we receive and actual
     expenditures for intangible drilling costs
o    Discretionary cash flows-a common industry
     financial measure computed as net income
     using a NYMEX gas price of $4.70 and a NYMEX
     oil price of $27.40 plus depreciation,
     depletion, amortization, impairments,
     deferred taxes and exploration expense             $5.00-$5.50/common share

     St. Mary seeks to protect its rate of return on acquisitions of producing
properties by hedging cash flow when the economic criteria from its evaluation
and pricing model indicate it would be appropriate. Management's strategy is to
hedge cash flows from investments requiring a gas price in excess of $3.25 per
Mcf and an oil price in excess of $22.50 per Bbl in order to meet minimum
rate-of-return criteria. We anticipate this strategy will result in the hedging
of future cash flow from acquisitions. We generally limit St. Mary's aggregate
hedge position to no more than 35% of total production but will hedge up to 50%
of total production in certain circumstances. We seek to minimize basis risk and
index the majority of oil hedges to NYMEX prices and the majority of gas hedges
to various regional index prices associated with pipelines in proximity to St.
Mary's areas of gas production. Please see the discussion in Accounting Matters
below. Including hedges entered into since June 30, 2001 we have hedged as
follows:

                                      -18-

Swaps:
------                      Average       Quantity       Average
        Product          Volumes/month      Type       Fixed price    Duration
        -------          -------------    --------     -----------    --------
      Natural Gas            96,000         MMBtu         $4.71       06/01 - 12/01
      Natural Gas            84,000         MMBtu         $4.16       01/02 - 12/02

          Oil                12,400          Bbls        $23.49       06/01 - 12/01
          Oil                 4,600          Bbls        $23.23       01/02 - 12/02

Collars:
--------                   Average
        Product         Volumes/month    Ceiling Price    Floor Price      Duration
        -------         -------------    -------------    -----------      --------
      Natural Gas       150,000 MMBtu         $2.9400          $2.3000     06/01 - 12/01
      Natural Gas       150,000 MMBtu         $2.9000          $2.3000     06/01 - 12/01
      Natural Gas       250,000 MMBtu         $2.8775          $2.3540     06/01 - 12/01
      Natural Gas       250,000 MMBtu         $2.8192          $2.3540     06/01 - 12/01
      Natural Gas       250,000 MMBtu         $3.5000          $2.4000     06/01 - 12/01
      Natural Gas       350,000 MMBtu         $5.8000          $3.0000     06/01 - 12/01

          Oil             7,500 Bbls         $20.6400         $16.4400     06/01 - 12/01
          Oil             7,500 Bbls         $20.9000         $16.7000     06/01 - 12/01
          Oil            15,000 Bbls         $27.2200         $19.0000     06/01 - 12/01
          Oil             7,000 Bbls         $21.0000         $18.0000     06/01 - 12/01
          Oil            10,000 Bbls         $25.1000         $19.5000     06/01 - 12/01

     If all these commodity hedging contracts had closed on June 30, 2001 St.
Mary would have been required to pay approximately $2.0 million based on
quarter-end pricing. As of that date we had no margin deposits outstanding to
counterparties.

     On June 30, 2001 St. Mary owned shares of KMOC stock that Management
believes has a current market value in excess of its carrying value.

Accounting Matters

     On January 1, 2001 we adopted Statement of Financial Accounting Standards
("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging
Activities." The adoption of SFAS No. 133 resulted in St. Mary recording a
liability of $45.7 million for the fair value of the derivative instruments at
January 1, 2001. The adoption entry resulted in deferral of the recognition of
this liability to accumulated other comprehensive loss of $28.6 million at
January 1, 2001. During the first six months of 2001 we recognized no additional
hedge gain or loss from hedge ineffectiveness on derivative instruments that
were designated and qualified as cash flow hedging instruments. We anticipate
that all hedge transactions will occur as expected. Based on current prices we
anticipate that $1.6 million of the after tax loss amount included in
accumulated and other comprehensive income will be included in earnings during
the next 12 months.

                                      -19-

     In June 2001 the Financial Accounting Standards Board ("FASB") issued SFAS
No. 141, "Business Combinations." Under this statement all business combinations
must be accounted for under the purchase method. The pooling method is no longer
allowed. The statement also establishes criteria to assess when to recognize
intangible assets separately from goodwill. SFAS No. 141 is effective for
business combinations initiated after June 30, 2001 and for all business
combinations using the purchase method for which the date of acquisition is
after June 30, 2001. At this time we have no pending business combinations that
would be affected by the adoption of this statement.

     In June 2001 the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets." This statement addresses the accounting for goodwill and other
intangible assets and provides specific guidance for testing goodwill and other
intangible assets for impairment. This statement is effective for fiscal years
beginning after December 15, 2001. We do not anticipate that the adoption of
this statement will have a material effect on our financial position or results
of operations.

     In July 2001 the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations." This statement requires companies to recognize the fair value of
an asset retirement liability in the financial statements by capitalizing that
cost as part of the cost of the related long-lived asset. The asset retirement
liability should then be allocated to expense by using a systematic and rational
method. The statement is effective for fiscal years beginning after June 15,
2002. St. Mary has not yet determined the impact of adoption of this statement.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     St. Mary holds derivative contracts and financial instruments that have
cash flow and net income exposure to changes in commodity prices or interest
rates. Financial and commodity-based derivative contracts are used to limit the
risks inherent in some crude oil and natural gas price changes that have an
effect on us. In prior years we have occasionally hedged interest rates, and may
do so in the future should circumstances warrant.

     Our board of directors has adopted a policy regarding the use of derivative
instruments. This policy requires every derivative used by St. Mary to relate to
underlying offsetting positions, anticipated transactions or firm commitments.
It prohibits the use of speculative, highly complex or leveraged derivatives.
Under the policy, the Chief Executive Officer and Vice President of Finance must
review and approve all risk management programs that use derivatives. The board
of directors periodically reviews these programs.

     Commodity Price Risk. St. Mary uses various hedging arrangements to manage
its exposure to price risk from its natural gas and crude oil production. These
hedging arrangements have the effect of locking in for specified periods, at
predetermined prices or ranges of prices, the prices we will receive for the
volumes to which the hedge relates. Consequently, while these hedging
arrangements are structured to reduce our exposure to decreases in prices
associated with the hedged commodity, they also limit the benefit we might
otherwise receive from any price increases associated with the hedged commodity.
The derivative gain or loss effectively offsets the loss or gain on the
underlying commodity exposures that have been hedged. The fair values of the
swaps are estimated based on quoted market prices of comparable contracts and
approximate the net gains or losses that would have been realized if the
contracts had been closed out at quarter-end. The fair values of the futures are
based on quoted market prices obtained from the New York Mercantile Exchange.

     A hypothetical $0.10 per MMBtu change in St. Mary's quarter-end market
prices for natural gas swaps and futures contracts on a notional amount of 10.0
million MMBtu would cause a potential $419,000 change in net income before
income taxes for contracts in place on June 30, 2001. A hypothetical $1.00 per
Bbl change in our quarter-end market prices for crude oil swaps and future
contracts on a notional amount of 423 MBbls would cause a potential $305,000
change in net income before income taxes for oil contracts in place on June 30,
2001. These hypothetical changes were discounted to present value using a 7.5%
discount rate since the latest expected maturity date of certain swaps and
futures contracts is greater than one year from the reporting date.

                                      -20-

     Interest Rate Risk. Market risk is estimated as the potential change in
fair value resulting from an immediate hypothetical one percentage point
parallel shift in the yield curve. A sensitivity analysis presents the
hypothetical change in fair value of those financial instruments held by St.
Mary at June 30, 2001, which are sensitive to changes in interest rates. For
fixed-rate debt, interest rate changes affect the fair market value but do not
impact results of operations or cash flows. Conversely for floating rate debt,
interest rate changes generally do not affect the fair market value but do
impact future results of operations and cash flows, assuming other factors are
held constant. The carrying amount of our floating rate debt approximates its
fair value. At June 30, 2001, we had floating rate debt of $13.4 million and had
no fixed rate debt. Assuming constant debt levels, the impact on results of
operations and cash flows for the remainder of the year resulting from a
one-percentage-point change in interest rates would be approximately $67,000
before taxes.

                                      -21-

PART II.  OTHER INFORMATION

ITEM 2.  Changes in Securities and Use of Proceeds
         -----------------------------------------
         (c) In April 2001 St. Mary sold to a single purchaser 100,000 put
         options on its own common stock for $99,000 in cash. Those put options
         gave the holder the right to require St. Mary to purchase up to 100,000
         shares of its own common stock from the holder at $20.22 per share on
         July 11, 2001. Those options expired unexercised. In June 2001 St. Mary
         sold to a different single purchaser 100,000 put options on its own
         common stock for $94,000 in cash. These put options give the holder the
         right to require St. Mary to purchase up to 100,000 shares of its own
         common stock from the holder at $19.22 per share on September 24, 2001.
         The above securities were not registered under the Securities Act of
         1933 in reliance on the exemption from registration provided by Section
         4(2) of the Securities Act for transactions by an issuer not involving
         any public offering since the two purchasers are accredited investors
         and the option documents reflect the fact that the purchasers purchased
         the securities for their own account without a view to the distribution
         thereof.


ITEM 4.  Submission of Matters to a Vote of Security Holders
         ---------------------------------------------------
         At the Company's annual stockholders' meeting on May 23, 2001, the
         shareholders approved management's current slate of directors. The
         directors elected and the vote tabulation for each director are as
         follows:

                 Director                     For                  Withheld
                 --------                     ---                  --------
                 Larry W. Bickle              20,697,508           192,867
                 William J. Gardiner          20,697,508           192,867
                 R. James Nicholson           20,697,508           192,867
                 Ronald D. Boone              20,697,508           192,867
                 Mark A. Hellerstein          20,697,508           192,867
                 Arend J. Sandbulte           20,697,508           192,867
                 Thomas E. Congdon            20,697,508           192,867
                 Jack Hunt                    20,660,993           229,382
                 John M. Seidl                20,697,508           192,867
                 David C. Dudley              20,697,508           192,867
                 Robert L. Nance              20,697,508           192,867

         Also at the Company's annual stockholders' meeting on May 23, 2001, the
         shareholders approved an amendment to the Company's certificate of
         incorporation to increase the number of authorized shares of common
         stock from 50,000,000 to 100,000,000. The proposal was approved by a
         majority of the stockholders as indicated by the following tabulation
         of votes:

                  For:                          18,216,189
                  Against:                       2,466,815
                  Abstain:                         207,369
                  Broker non-votes:                      2

                                      -22-

         Also at the Company's annual stockholders' meeting on May 23, 2001, the
         shareholders approved amendments to the Company's stock option plans to
         increase the number of shares of common stock authorized for issuance
         under the plans from 3,300,000 to 4,300,000. The proposal was approved
         by a majority of the stockholders as indicated by the following
         tabulation of votes:

                  For:                          15,012,428
                  Against:                       5,702,421
                  Abstain:                         175,524
                  Broker non-votes:                      2


ITEM 6.  Exhibits and Reports on Form 8-K
         --------------------------------
         (a)      Exhibit    Description
                  -------    -----------

                  3.1        Restated Certificate of Incorporation of St Mary
                             Land &amp; Exploration Company as amended in
                             May 2001
                  3.2        Certificate of Amendment to Restated Certificate
                             of Incorporation of St Mary Land &amp; Exploration
                             Company dated May 23, 2001
                  10.1       First Amendment to St. Mary Land &amp; Expoloration
                             Company Employee Stock Purchase Plan dated
                             February 27, 2001
                  10.2       Third Amendment to Credit Agreement dated
                             April 30, 2001

         (b)      No reports on Form 8-K were filed during the quarter ended
                  June 30, 2001.

                                      -23-

                                   SIGNATURES
                                   ----------


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                       ST. MARY LAND &amp; EXPLORATION COMPANY



August 10, 2001                        By  /s/ MARK A. HELLERSTEIN
                                           -----------------------
                                           Mark A. Hellerstein
                                           President and Chief Executive Officer


August 10, 2001                        By  /s/ RICHARD C. NORRIS
                                           ---------------------
                                           Richard C. Norris
                                           Vice President - Finance, Secretary
                                           and Treasurer


August 10, 2001                        By  /s/ GARRY A. WILKENING
                                           ----------------------
                                           Garry A. Wilkening
                                           Vice President - Administration and
                                           Controller


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</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.(I)
<SEQUENCE>3
<FILENAME>restatedcert.htm
<DESCRIPTION>EXH 3.1 RESTATED CERTIFICATE OF INCORPORATION
<TEXT>
<HTML>
<HEAD><TITLE>JUNE 30, 2001 10Q RESTATED CERTIF OF INCORP</TITLE></HEAD>
<BODY>
<PRE>

EXHIBIT 3.1

      [COMPLETE COMPOSITE COPY OF CERTIFICATE OF INCORPORATION AS AMENDED]

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                     ST. MARY LAND &amp; EXPLORATON COMPANY



          ST. MARY LAND &amp; EXPLORATION COMPANY, a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, does hereby certify as follows:

          1. The present name of the Corporation is St. Mary Land &amp;
Exploration Company. The name under which the Corporation was originally
incorporated is St. Mary Parish Land Company. The date of filing the
Corporation's original Certificate of Incorporation with the Delaware Secretary
of State was January 23, 1915.

          2. This Restated Certificate of Incorporation merely restates and
integrates and does not further amend the provisions of the Corporation's
Certificate of Incorporation, as it has been amended or supplemented, and there
is no discrepancy between those provisions and the provisions of this Restated
Certificate of Incorporation.

          3. The Restated Certificate of Incorporation is herein set forth in
full as follows:

               FIRST: The name of this Corporation is ST. MARY LAND &amp;
EXPLORATION COMPANY.

               SECOND: Its registered office in the State of Delaware is to be
located in the City of Wilmington, County of New Castle. The agent in charge
thereof is The Corporation Trust Company, Corporation Trust Center, 1209 Orange
Street, Wilmington, Delaware 19801.

               THIRD: The purpose of the Corporation is to engage in any lawful
act or activities for which corporations may be organized under the General
Corporation Law of the State of Delaware.

               FOURTH: The total number of shares of capital stock which the
Corporation shall have authority to issue is 100,000,000 shares, of $.01 par
value each.

               FIFTH: The existence of this Corporation is to be perpetual.

               SIXTH: The private property of the stockholders shall not be
subject to the payment of corporate debts to any extent whatever.

               SEVENTH: The Directors shall have the power to adopt, amend or
repeal the By-Laws, to fix reserves, and to authorize and cause to be executed,
mortgages and liens, without limit as to the amount, upon the property and
franchises of this Corporation.

                                        1


               EIGHTH: The Directors may, by resolution passed by a majority of
the whole Board of Directors, designate one or more committees, each committee
to consist of one or more of the Directors of the Corporation, who, to the
extent provided in said resolution or in the By-Laws of the Corporation, shall
have the power and authority of the Board of Directors in the management of the
business and affairs of the Corporation and may have power to authorize the seal
of the Corporation to be affixed to all papers which may require it.

               NINTH: The Directors shall have authority to dispose, in any
manner, of all or substantially all of the property of the Corporation, when as
authorized by a resolution adopted by a majority of the outstanding capital
stock of the Corporation.

               TENTH: The By-Laws shall determine whether and to what extent the
accounts and books of this Corporation, or any of them, shall be open to the
inspection of the stockholders; and no stockholder shall have any right of
inspecting any account, or book or document of this Corporation, except as
conferred by law or the By-Laws, or by resolution adopted by a majority of the
outstanding capital stock of the Corporation or by resolution of a majority of
the whole Board of Directors.

               ELEVENTH: The stockholders and Directors shall have power to hold
their meetings and keep the books, documents and papers of the Corporation
outside of the State of Delaware, at such places as may be from time to time
designated by the By-Laws, except as otherwise required by the laws of Delaware.

               TWELFTH: The Directors may exercise, in addition to the powers
and authorities hereinbefore or by law conferred upon them, any such powers and
authorities and may do all such acts and things as may be exercised or done by
the Corporation, subject, nevertheless, to the provisions of law, and of this
Certificate of Incorporation and of the By-Laws of the Corporation.

               THIRTEENTH: No contract or transaction between the Corporation
and one or more of its Directors or officers, or between the Corporation and any
other corporation, partnership, association, or other organization in which one
or more of its Directors or officers are directors or officers, or have a
financial interest, shall be void or voidable solely for this reason, or solely
because the Director or officer is present at or participates in the meeting of
the Board of Directors or committee thereof which authorizes the contract or
transaction, or solely because his or their votes are counted for such purpose,
if: (a) the material facts as to his relationship or interest and as to the
contract or transaction are disclosed or are known to the Board of Directors or
the committee, and the Board of Directors or the committee in good faith
authorizes the contract or transaction by the affirmative votes of a majority of
the disinterested Directors, even though the disinterested Directors be less
than a quorum, or (b) the material facts as to his relationship or interest and
as to the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders, or (c) the contract or
transaction is fair as to the Corporation as of the time it is authorized,
approved or ratified by the Board of Directors, a committee thereof, or the
stockholders. Common or interested Directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
which authorizes the contract or transaction.

                                        2


               FOURTEENTH: (a) The Corporation shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was a Director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.

                    (b) The Corporation shall indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he is or was a Director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable for negligence or misconduct in the performance of
his duty to the Corporation unless and only to the extent that the Court of
Chancery of the State of Delaware or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.

                    (c) To the extent that a Director, officer, employee or
agent of the Corporation has been successful on the merits or otherwise in the
defense of any action, suit or proceeding referred to in paragraphs (a) and (b)
of this Article, or in defense of any claim, issue or matter therein, he shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by, him in connection therewith without the necessity of any
action being taken by the Corporation other than a determination in good faith
that such defense has been successful.

                    In all other cases, any indemnification under paragraphs (a)
and (b) of this Article (unless ordered by a court) shall be made by the
Corporation only as authorized in the specific case upon a determination that
indemnification of the Director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
paragraphs (a) and (b) of this Article. Such determination shall be made (1) by
the Board of Directors by a majority vote of a quorum consisting of Directors
who were not parties to such action, suit or proceeding, or (2) if such a quorum
is not obtainable, or, even if obtainable if a quorum of disinterested Directors
so directs, by independent legal counsel in a written opinion, or (3) by the
stockholders.

                                        3


                    (d) The termination of any, action, suit or proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person seeking
indemnification did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the Corporation, and,
with respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful. Entry of a judgment by consent as part of
a settlement shall not be deemed a final adjudication of liability for
negligence or misconduct in the performance of duty, or of any other issue or
matter.

                    (e) Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding as authorized by the Board
of Directors in the specific case upon receipt of an undertaking by or on behalf
of the Director, officer, employee or agent involved to repay such amount unless
it shall ultimately be determined that he is entitled to be indemnified by the
Corporation as authorized in this Article.

                    (f) The indemnification provided by this Article shall not
be deemed exclusive of any other rights to which those seeking indemnification
may be entitled under any by-law, agreement, vote of stockholders or
disinterested Directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a Director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and administrators
of such a person.

                    (g) The Corporation may purchase and maintain insurance on
behalf of any person who is or was a Director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability, asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under the provisions of this Article.

                    (h) The provisions of this Article shall be separable and
the invalidity of all or any part thereof as applied to any particular type of
liability or any particular person shall not preclude application of any
remaining portion thereof to such situation or such person, nor application of
the provisions of this Article to any other situation or person.,

               FIFTEENTH: (a) A Director of the Corporation shall not be
personally liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except that this Article FIFTEENTH
shall not eliminate or limit a Director's liability (i) for any breach of the
Director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law or (iv) for any transaction from which the Director derived an
improper personal benefit. If the Delaware General Corporation Law is amended
after approval by the stockholders of this Article FIFTEENTH to authorize
corporate action further eliminating or limiting the personal liability of
directors, then the liability of a Director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the Delaware
Corporation Law, as so amended from time to time.

                                        4


                    (b) Any repeal or modification of this Article FIFTEENTH
shall not increase the personal liability of any Director of the Corporation for
any act or occurrence taking place prior to such repeal or modification, or
otherwise adversely affect any right or protection of a Director of the
Corporation existing at the time of such repeal or modification.

                    (c) The provisions of this Article FIFTEENTH shall not be
deemed to limit or preclude indemnification of a Director by the Corporation for
any liability of a Director which has not been eliminated by the provisions of
this Article FIFTEENTH.

               SIXTEENTH: This Corporation reserves the right to amend, alter,
change or repeal any provision contained in this Certificate of Incorporation,
in the manner now or hereafter prescribed by the statutes of the State of
Delaware, and all rights conferred on officers, Directors and stockholders
herein are granted, subject to this reservation.

          4. This Restated Certificate of Incorporation was duly adopted by the
Board of Directors of the Corporation in accordance with the applicable
provisions of Section 245 and has been executed in accordance with Section 103
of the General Corporation Law of the State of Delaware.

                                        5


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</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.(I)
<SEQUENCE>4
<FILENAME>certamend.htm
<DESCRIPTION>EXH 3.2 CERTIFICATE OF AMEND
<TEXT>
<HTML>
<HEAD><TITLE>JUNE 30, 2001 10Q CERT OF AMEND</TITLE></HEAD>
<BODY>
<PRE>

EXHIBIT 3.2

                            CERTIFICATE OF AMENDMENT
                                       OF
                      RESTATED CERTIFICATE OF INCORPORATION


          St. Mary Land &amp; Exploration Company, a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware (the "Corporation"), DOES HEREBY CERTIFY:

          1. That at a meeting of the Board of Directors of the Corporation a
resolution was duly adopted setting forth a proposed amendment to the
Certificate of Incorporation of the Corporation, as restated and amended,
declaring such amendment to be advisable and calling for a vote of the
stockholders of the Corporation on such amendment at the annual meeting of the
stockholders of the Corporation on May 23, 2001. The resolution setting forth
the proposed amendment is as follows:


               RESOLVED, that Article Fourth of the Certificate of Incorporation
          of the Corporation, as restated and amended, shall be amended to read
          as follows:

               FOURTH: The total number of shares of capital stock which the
               Corporation shall have authority to issue is 100,000,000 shares,
               of $.01 par value each.

          2. That thereafter the annual meeting of the stockholders of the
Corporation was duly held on May 23, 2001, upon notice in accordance with
Section 222 of the General Corporation Law of the State of Delaware, at which
meeting the necessary number of shares as required by law were voted in favor of
such amendment.

          3. That such amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

          IN WITNESS WHEREOF, St. Mary Land &amp; Exploration Company has caused
this certificate to be signed by Mark A. Hellerstein, its President, this 23rd
day of May, 2001.

                                        ST. MARY LAND &amp; EXPLORATION COMPANY,
                                        a Delaware corporation


                                        By: /S/ MARK A. HELLERSTEIN
                                            -----------------------
                                            Mark A. Hellerstein, President



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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>esppamend.htm
<DESCRIPTION>EXH 10.1 FIRST AMEND TO ESPP
<TEXT>
<HTML>
<HEAD><TITLE>JUNE 30, 2001 10Q EXHIBIT 10.1</TITLE></HEAD>
<BODY>
<PRE>
EXHIBIT 10.1

                               FIRST AMENDMENT TO
                               ------------------
                     ST. MARY LAND &amp; EXPLORATION COMPANY
                     ---------------------------------------
                          EMPLOYEE STOCK PURCHASE PLAN
                          ----------------------------

          First Amendment to the St. Mary Land &amp; Exploration Company
Employee Stock Purchase Plan ("Plan") effective January 1, 1998 and adopted by
the Board of Directors of St. Mary Land &amp; Exploration Company on September
18, 1997.

          Pursuant to Article XIII of the Plan, the Board of Directors may at
any time amend or modify the Plan provided that such amendment or modification
does not adversely affect any outstanding option. The Board of Directors hereby
modifies the Plan as follows:

          1. Section 2.10 of the Plan shall be amended in its entirety to read
as follows:

             "Stock" shall mean shares of the Company's common stock subject to
             this Plan, except that the sale of any shares purchased pursuant to
             this Plan shall be generally subject to the condition that such
             shares have been held for a period of eighteen months prior to
             their sale or other disposition as provided in Section 5.3.

          2. A new Section 5.3 to the Plan shall be added as follows:

             5.3 Restricted Shares. No shares of Stock issued under the Plan may
             be disposed of by sale, pledge or any other transfer for a period
             of eighteen months following the Offering Termination Date upon
             which such shares are deemed to have been acquired pursuant to
             Section 9.1 except that such shares of Stock may be sold at any
             time following the death of the Participant or upon the disability
             of the Participant. For this purpose, a Participant shall be
             considered disabled if he or she is unable to perform any
             substantial portion of the duties for which he or she is employed
             by the Company for a period of 90 days. The Company may require
             that an employee furnish reasonable medical evidence establishing
             the disability of such employee. Notwithstanding the foregoing,
             shares of Stock may be transferred, without consideration, pursuant
             to the laws of descent and distribution and for customary estate
             planning purposes and such shares of Stock shall, in the hands of
             the transferee, continue to be bound by the restrictions set forth
             in this section 5.3.

          3. A new Section 5.4 to the Plan shall be added as follows:

             5.4 Legend. The Company may take any steps to restrict the sale of
                 ------
             shares of Stock issued to a Participant under this Plan as it
             determines including, without limitation, affixing a legend
             restricting the sale of the Stock on any certificate therefore.

          4. The amendments made herein shall be effective with respect to all
Stock purchases occurring after July 1, 2001.

          5. In all other respects, the Plan is republished and reaffirmed.
Capitalized terms used but not defined herein shall have the meanings ascribed
to such terms in the Plan.

          This Amendment to the Employee Stock Purchase Plan was adopted by the
Board of Directors of St. Mary Land &amp; Exploration Company on February 27,
2001.


                                         ST. MARY LAND &amp; EXPLORATION COMPANY


                                         By: /S/ GARRY A. WILKENING
                                             -----------------------
                                         Title: Vice President - Administration

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</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>creditamend.htm
<DESCRIPTION>EXH 10.2 THIRD AMEND TO CREDIT AGRMNT
<TEXT>
<HTML>
<HEAD><TITLE>JUNE 30, 2001 10Q EXHIBIT 10.2</TITLE></HEAD>
<BODY>
<PRE>
EXHIBIT 10.2

                       THIRD AMENDMENT TO CREDIT AGREEMENT


     THIS THIRD AMENDMENT TO CREDIT AGREEMENT (herein called the "Amendment")
made as of April 30, 2001 by and among St. Mary Land &amp; Exploration Company,
a Delaware corporation ("Borrower"), Bank of America, N.A., individually and as
Agent ("Agent"), and the undersigned lenders (the "Lenders").

                              W I T N E S S E T H:

     WHEREAS, Borrower, Agent and Lenders entered into that certain Credit
Agreement dated as of June 30, 1998 (as heretofore amended, modified or
supplemented, the "Original Agreement"), for the purpose and consideration
therein expressed, whereby Lenders became obligated to make loans to Borrower as
therein provided; and

     WHEREAS, Borrower, Agent and Lenders desire to amend the Original Agreement
for the purposes described herein.

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements contained herein and in the Original Agreement, in consideration
of the loans which may hereafter be made by Lenders to Borrower, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto do hereby agree as follows:

                                   ARTICLE I.

                           Definitions and References
                           --------------------------

     Section 1.1. Terms Defined in the Original Agreement. Unless the context
                  ---------------------------------------
otherwise requires or unless otherwise expressly defined herein, the terms
defined in the Original Agreement shall have the same meanings whenever used in
this Amendment.

     Section 1.2. Other Defined Terms. Unless the context otherwise requires,
                  -------------------
the following terms when used in this Amendment shall have the meanings assigned
to them in this Section 1.2.

          "Amendment" means this Third Amendment to Credit Agreement.

          "Credit Agreement" means the Original Agreement as amended hereby.


                                   ARTICLE II.

               Amendment to Original Agreement and Designation of
               --------------------------------------------------
                          New Aggregate Borrowing Base
                          ----------------------------


     Section 2.1. Defined Terms. The following definitions in Section 1.1 of the
                  -------------
Original Agreement are hereby amended in their entirety to read as follows:

          "'Borrowing Base' means the Aggregate Borrowing Base."
           ----------------
          "'Interest Period' means, with respect to each particular Eurodollar
           -----------------
     Loan in a Borrowing, the period specified in the Borrowing Notice or
     Continuation/Conversion Notice applicable thereto, beginning on and
     including the date specified in such Borrowing Notice or
     Continuation/Conversion Notice (which must be a Business Day), and ending
     one, two, three, or six months thereafter, as Borrower may elect in such
     notice; provided that: (a) any Interest Period which would otherwise end on
     a day which is not a Business Day shall be extended to the next succeeding
     Business Day unless such Business Day falls in another calendar month, in
     which case such Interest Period shall end on the next preceding Business
     Day; (b) any Interest Period which begins on the last Business Day in a
     calendar month (or on a day for which there is no numerically corresponding
     day in the calendar month at the end of such Interest Period) shall end on
     the last Business Day in a calendar month; and (c) notwithstanding the
     foregoing, any Interest Period selected for a Tranche A Loan which would
     otherwise end after the last day of the Tranche A Revolving Period, as the
     case may be, shall end on the last day of such period (or, if the last day
     of such period is not a Business Day, on the next preceding Business Day)."

          "'Loans' means all Tranche A Loans."
           -------
          "'Notes' means all Tranche A Notes."
           -------
          "'Tranche A Borrowing Base' means the Aggregate Borrowing Base."
           --------------------------
     Section 2.2. Deletion of Definitions. The definitions of "Tranche B
                  -----------------------
Commitment," "Tranche B Excess Debt," "Tranche B Facility Usage," "Tranche B
Loan," "Tranche B Maturity Date," "Tranche B Note" and "Tranche B Revolving
Period" in Section 1.1 of the Original Agreement are hereby deleted in their
entirety.

     Section 2.3. Tranche B Loans. Sections 2.1(b) and (c) of the Original
                  ---------------
Agreement are hereby deleted in their entirety and replaced with the following:

          "(b) [Reserved.]"

                                        2


     Section 2.4. Continuations and Conversions of Existing Loans. The first
                  -----------------------------------------------
paragraph of Section 2.3 of the Original Agreement is hereby deleted in its
entirety and replaced with the following:

     "Section 2.3. Continuations and Conversions of Existing Loans. With respect
                   -----------------------------------------------
to Tranche A Loans, Borrower may elect to convert Tranche A Loans that are Base
Rate Loans to Tranche A Loans that are Eurodollar Loans, to convert Tranche A
Loans that are Eurodollar Loans to Tranche A Loans that are Base Rate Loans on
the last day of the Interest Period applicable thereto, and to continue Tranche
A Loans that are Eurodollar Loans beyond the expiration of such Interest Period
by designating a new Interest Period to take effect at the time of such
expiration. In making such elections, Borrower may combine existing Tranche A
Loans made pursuant to separate Borrowings into one new Borrowing or divide
existing Tranche A Loans made pursuant to one Borrowing into separate new
Borrowings, provided that Borrower may have no more than five Borrowings of
Tranche A Loans that are Eurodollar Loans outstanding at any time. To make any
such election, Borrower must give to Agent written notice (or telephonic notice
promptly confirmed in writing) of any such conversion or continuation of
existing Loans, with a separate notice given for each new Borrowing. Each such
notice constitutes a "Continuation/Conversion Notice" hereunder and must:"

     Section 2.5. Interest Rates and Fees. Section 2.5 of the Original Agreement
                  -----------------------
is hereby deleted in its entirety and replaced with the following:

          "Section 2.5. Interest Rates and Fees.
                        -----------------------
               (a) Interest Rates. Each Base Rate Loan shall bear interest on
                   --------------
          each day outstanding at the Adjusted Base Rate in effect on such day.
          Each Eurodollar Loan shall bear interest on each day during the
          related Interest Period at the related Adjusted Eurodollar Rate in
          effect on such day.

               (b) Tranche A Loan Commitment Fee. In consideration of Lenders'
                   -----------------------------
          commitment to enter into this Agreement and to advance funds to
          Borrower as Tranche A Loans, Borrower will pay to Agent, for pro rata
          distribution to each Lender in accordance with its Percentage Share, a
          commitment fee determined on a daily basis by applying the Tranche A
          Commitment Fee Rate to such Lender's Percentage Share of the unused
          portion of the Tranche A Borrowing Base on each day during the Tranche
          A Revolving Period, determined for each such day by deducting from the
          amount of the Tranche A Borrowing Base at the end of such day the
          Tranche A Facility Usage. Promptly at the end of each Fiscal Quarter
          and at the end of the Tranche A Revolving Period, Agent shall
          calculate the commitment fee then due and shall notify Borrower
          thereof. Borrower shall pay such commitment fee to Agent within five
          Business Days after receiving such notice. As used in this section,
          "Tranche A Commitment Fee Rate" means:

                                        3


                    (i) when the Debt to Capitalization Ratio in effect
               hereunder is less than 0.50 to 1.0, 0.25% per annum; or

                    (ii) when the Debt to Capitalization Ratio in effect
               hereunder is greater than or equal to 0.50 to 1.0, 0.50% per
               annum.

               (c) [Reserved.]

               (d) Facility Fees. Each time the Aggregate Borrowing Base is
                   -------------
          redetermined pursuant to Section 2.9 and the amount of the new
          Aggregate Borrowing Base exceeds the Aggregate Borrowing Base
          previously in effect hereunder (the amount of such excess is herein
          called the "Increased Aggregate Borrowing Base Amount"), Borrower
          shall pay to Agent, for pro rata distribution to each Lender in
          accordance with its Percentage Share, a facility fee in an amount
          equal to 0.125% of the Increased Aggregate Borrowing Base Amount. All
          calculations of facility fees made pursuant to this section shall be
          made after the acceptance of the Aggregate Borrowing Base by Borrower
          pursuant to Section 2.10.

               (e) [Reserved.]

               (f) Other Fees. In addition to all other amounts due to Agent
                   ----------
          under the Loan Documents, Borrower will pay fees to Agent as described
          in a letter agreement of even date herewith between Agent and
          Borrower.

               (g) Changes in Base Rate Margin, Eurodollar Margin, and Tranche A
                   -------------------------------------------------------------
          Commitment Fee Rate.
          -------------------
                    (i) Initial Debt to Capitalization Ratio. The Debt to
                        ------------------------------------
               Capitalization Ratio in effect from the date hereof until changed
               as herein provided is 0.125 to 1.0.

                    (ii) Decreases In Rates. Any reduction in the Adjusted Base
                         ------------------
               Rate, the Adjusted Eurodollar Rate or the Tranche A Commitment
               Fee Rate (in this section collectively called the "Rates") as a
               result of a change in the Debt to Capitalization Ratio shall be
               requested by Borrower in a certificate delivered to Agent in
               which Borrower certifies as to the Debt to Capitalization Ratio
               in effect on the date thereof. Together with any such
               certificate, Borrower shall deliver to Agent true and correct
               financial statements of Borrower, in form and substance
               satisfactory to Agent, supporting Borrower's calculation of such
               Debt to Capitalization Ratio. If Agent determines Borrower's
               calculation is correct, the reduction in the Rates shall become
               effective on the fifth Business Day following the date on which
               such notice is given to Agent or Lenders otherwise become aware
               of such a change in the Debt to Capitalization Ratio; provided
               that with respect to Committed Eurodollar Loans, such decrease
               shall apply only to Eurodollar Loans Continued or converted after
               such effective date.

                                        4


                    (iii) Increases In Rates. With respect to any increase in
                          ------------------
               the Rates, Borrower must notify Agent of any change in the Rates
               as a result of a change in the Debt to Capitalization Ratio. Any
               such increase in the Rates shall become effective on the fifth
               Business Day following the date on which such notice is given to
               Agent or Lenders otherwise become aware of such a change in the
               Debt to Capitalization Ratio; provided that with respect to
               Eurodollar Loans, such increase shall apply only to Eurodollar
               Loans made, continued or converted after such effective date."

     Section 2.6. Required Principal Payments. Section 2.7 of the Original
                  ---------------------------
Agreement is hereby deleted in its entirety and replaced with the following:

     "Section 2.7. Required Principal Payments.
                   ---------------------------
          (a) Mandatory Prepayments. If at any time the Tranche A Facility Usage
              ---------------------
     is in excess of the Tranche A Borrowing Base (such excess being herein
     called the "Tranche A Excess Debt"), Borrower shall, within ten Business
     Days after Agent gives notice of such fact to Borrower, notify Agent that
     Borrower will do one of the following:

               (i) within thirty (30) calendar days, prepay the principal of the
          Tranche A Loans in an aggregate amount at least equal to such Tranche
          A Excess Debt (or, if the Tranche A Loans have been paid in full, pay
          to LC Issuer LC Collateral as required under Section 2.15(a)), or

               (ii) prepay the principal of the Tranche A Loans in up to six
          monthly installments in an aggregate amount at least equal to the
          Tranche A Excess Debt, with each such installment equal to or in
          excess of one-sixth of such Tranche A Excess Debt, and with the first
          such installment to be paid one month after the giving of such notice
          and the subsequent installments to be due and payable at one month
          intervals thereafter until such Tranche A Excess Debt has been
          eliminated, or

               (iii) within thirty (30) calendar days, convert the aggregate
          outstanding principal amount of the Tranche A Notes to a term loan,
          which shall be subject to the provisions of paragraph 2.7(c).

          Borrower shall make the payment(s) or conversion selected by Borrower
          as described above. Any principal or interest prepaid pursuant to this
          section shall be in addition to, and not in lieu of, all payments
          otherwise required to be paid under the Loan Documents at the time of
          such prepayment. Each prepayment of principal under this section shall
          be accompanied by all interest then accrued and unpaid on the
          principal so prepaid. Any principal or interest prepaid pursuant to
          this section shall be in addition to, and not in lieu of, all payments
          otherwise required to be paid under the Loan Documents at the time of
          such prepayment.

                                        5


               (b) [Reserved.]

          Failure to timely comply with this paragraph 2.7(b) shall be an
          immediate Event of Default.

               (c) Regularly Scheduled Payments of Principal of Tranche A Note.
                   -----------------------------------------------------------
          The principal of the Tranche A Note shall be due and payable in twenty
          (20) quarterly installments, each of which shall be equal to the
          greater of (i) one-twentieth (1/20) of the aggregate unpaid principal
          balance of the Tranche A Note at the end of the Tranche A Revolving
          Period or (ii) sixty percent (60%) of the Net Oil and Gas Revenues
          during the applicable Accounting Quarter, and shall be due and payable
          on the last day of each Fiscal Quarter, beginning March 31, 2001 and
          continuing regularly thereafter until the Tranche A Maturity Date, at
          which time the unpaid principal balance of the Tranche A Note and all
          interest accrued thereon shall be due and payable in full."

     Section 2.7. Acceptance and Application of Aggregate Borrowing Base.
                  ------------------------------------------------------
Section 2.10 of the Original Agreement is hereby deleted in its entirety and
replaced with the following:

          "Section 2.10 Acceptance and Application of Aggregate Borrowing Base.
                        ------------------------------------------------------
     Within ten days after the Agent has given written notice to Borrower of the
     Aggregate Borrowing Base offered by the Agent for a period, Borrower shall
     give Agent written notice of Borrower's acceptance of all or a portion of
     the Aggregate Borrowing Base for such period. Such Aggregate Borrowing Base
     shall be effective as of the date so accepted by Borrower until the date on
     which a new Aggregate Borrowing Base is accepted by Borrower."

     Section 2.8. LC Obligations in Excess of Borrowing Base. Section 2.15(a) of
                  ------------------------------------------
the Original Agreement is hereby deleted in its entirety and replaced with the
following:

          "(a) LC Obligations in Excess of Borrowing Base. If the outstanding LC
               ------------------------------------------
     Obligations exceed the Aggregate Borrowing Base, then in addition to
     prepayment of the entire principal balance of the Loans pursuant to Section
     2.7 Borrower will immediately pay to LC Issuer an amount equal to such
     excess. LC Issuer will hold such amount as security for the remaining LC
     Obligations (all such amounts held as security for LC Obligations being
     herein collectively called "LC Collateral") until such LC Obligations
     become Matured LC Obligations, at which time such LC Collateral may be
     applied to such Matured LC Obligations. Neither this subsection nor the
     following subsection shall, however, limit or impair any rights which LC
     Issuer may have under any other document or agreement relating to any
     Letter of Credit or LC Obligation, including any LC Application, or any
     rights which any Lender Party may have to otherwise apply any payments by
     Borrower and any LC Collateral under Section 3.1."

                                        6


     Section 2.9. Resignation of Agent. Section 9.10 of the Original Agreement
                  ---------------------
is hereby deleted in its entirety and replaced with the following:

          "Section 9.10. Resignation. Agent may resign at any time by giving
                         -----------
     written notice thereof to Lenders and Borrower. Each such notice shall set
     forth the date of such resignation. Upon any such resignation, Majority
     Lenders shall have the right to appoint a successor Agent, which shall be,
     so long as no Default or Event of Default or Tranche A Excess Debt exists,
     subject to Borrower's approval, which shall not be unreasonably withheld. A
     successor must be appointed for any retiring Agent, and such Agent's
     resignation shall become effective when such successor accepts such
     appointment. If, within thirty days after the date of the retiring Agent's
     resignation, no successor Agent has been appointed and has accepted such
     appointment, then the retiring Agent may appoint a successor Agent, which
     shall be a commercial bank organized or licensed to conduct a banking or
     trust business under the Laws of the United States of America or of any
     state thereof. Upon the acceptance of any appointment as Agent hereunder by
     a successor Agent, the retiring Agent shall be discharged from its duties
     and obligations under this Agreement and the other Loan Documents. After
     any retiring Agent's resignation hereunder the provisions of this Article
     IX shall continue to inure to its benefit as to any actions taken or
     omitted to be taken by it while it was Agent under the Loan Documents."

     Section 2.10. References to Tranche B Loans; Exhibit A-2. Any reference to
                   ------------------------------------------
Tranche B Loans in the original Agreement or in any other Loan Document shall be
deleted and shall no longer be in effect. Exhibit A-2 of the Original Agreement
is hereby deleted in its entirety.

     Section 2.11. Exhibit B. Exhibit B of the Original Agreement is hereby
                   ---------
deleted in its entirety and replaced with Exhibit B attached hereto.


                                  ARTICLE IIA.

                          New Aggregate Borrowing Base
                          ----------------------------

     Section 2.1A. New Aggregate Borrowing Base. Pursuant to Section 2.9, Agent
                   ----------------------------
hereby notifies Borrower that the Aggregate Borrowing Base shall be $170,000,000
from the date hereof until the next Determination Date.

                                        7


                                  ARTICLE III.

                           Conditions of Effectiveness
                           ---------------------------

     Section 3.1. Effective Date. This Amendment shall become effective as of
                  --------------
the date first above written when and only when:

          (a) Agent shall have received all of the following, at Agent's office,
     duly executed and delivered and in form and substance satisfactory to
     Agent, all of the following:

               (i) this Amendment;

               (ii) a certificate of the Secretary of Borrower dated the date of
          this Amendment certifying: (i) that the resolutions attached to that
          certain Omnibus Certificate dated as of June 30, 1998 (the "Original
          Certificate") authorize the execution, delivery and performance of
          this Amendment by Borrower; (ii) that the names and true signatures of
          the officers of the Borrower attached to the Original Certificate are
          authorized to sign this Amendment; and (iii) that all of the
          representations and warranties set forth in Article IV hereof are true
          and correct at and as of the time of such effectiveness;

               (iii) such other supporting documents as Agent may reasonably
          request; and

          (b) Borrower shall have paid, in connection with such Loan Documents,
     all fees and reimbursements to be paid to Agent pursuant to any Loan
     Documents, or otherwise due Agent and including fees and disbursements of
     Agent's attorneys.


                                   ARTICLE IV.

                         Representations and Warranties
                         ------------------------------

     Section 4.1. Representations and Warranties of Borrower. In order to induce
                  ------------------------------------------
each Lender to enter into this Amendment, Borrower represents and warrants to
each Lender that:

          (a) The representations and warranties contained in Article V of the
     Original Agreement are true and correct at and as of the time of the
     effectiveness hereof.

          (b) Borrower has duly taken all action necessary to authorize the
     execution and delivery by it of this Amendment and to authorize the
     consummation of the transactions contemplated hereby and the performance of
     its obligations hereunder. Borrower is duly authorized to borrow funds
     under the Credit Agreement.

                                        8


          (c) The execution and delivery by Borrower of this Amendment, the
     performance by Borrower of its obligations hereunder and the consummation
     of the transactions contemplated hereby do not and will not (i) conflict
     with any provision of (1) any Law, (2) the organizational documents of
     Borrower, or (3) any agreement, judgment, license, order or permit
     applicable to or binding upon Borrower, (ii) result in the acceleration of
     any Indebtedness owed by Borrower, or (iii) result in or require the
     creation of any Lien upon any assets of properties of Borrower. Except as
     expressly contemplated in the Loan Documents no consent, approval,
     authorization or order of, and no notice to or filing with, and Tribunal or
     third party is required in connection with the execution, delivery or
     performance by Borrower of this Amendment or to consummate any transactions
     contemplated hereby.

          (d) When duly executed and delivered, each of this Amendment and the
     Credit Agreement will be a legal, valid and binding obligation of Borrower,
     enforceable in accordance with its terms, except as such enforcement may be
     limited by bankruptcy, insolvency or similar Laws of general application
     relating to the enforcement of creditors' rights.

          (e) The audited annual Consolidated financial statements of Borrower
     dated as of December 31, 2000 fairly present Borrower's Consolidated
     financial position at such dates and the Consolidated results of Borrower's
     operations and Borrower's Consolidated cash flows for the periods ending on
     such dates for Borrower. Copies of such financial statements have
     heretofore been delivered to each Lender. Since such dates no Material
     Adverse Change has occurred.


                                   ARTICLE V.

                                  Miscellaneous
                                  -------------

     Section 5.1. Ratification of Agreements. The Original Agreement as hereby
                  --------------------------
amended is hereby ratified and confirmed in all respects. The Loan Documents, as
they may be amended or affected hereby, are hereby ratified and confirmed in all
respects. Any reference to the Credit Agreement in any Loan Document shall be
deemed to be a reference to the Original Agreement as hereby amended. The
execution, delivery and effectiveness of this Amendment shall not, except as
expressly provided herein, operate as a waiver of any right, power or remedy of
Lenders under the Credit Agreement, the Notes, or any other Loan Document nor
constitute a waiver of any provision of the Credit Agreement, the Notes or any
other Loan Document.

     Section 5.2. Survival of Agreements. All of Borrower's representations,
                  ----------------------
warranties, covenants and agreements herein shall survive the execution and
delivery of this Amendment and the performance hereof, including the making or
granting of the Loans, and shall further survive until all of the Obligations
are paid in full to each Lender and all of Lender Parties' obligations to
Borrower are terminated. All statements and agreements contained in any
certificate or instrument delivered by Borrower hereunder or under the Credit
Agreement to any Lender shall be deemed representations and warranties by
Borrower or agreements and covenants of Borrower under this Amendment and under
the Credit Agreement.

                                        9


     Section 5.3. Loan Documents. This Amendment is a Loan Document, and all
                  --------------
provisions in the Credit Agreement pertaining to Loan Documents apply hereto.

     Section 5.4. Governing Law. This Amendment shall be deemed a contract and
                  -------------
instrument made under the laws of the State of Colorado and shall be construed
and enforced in accordance with and governed by the laws of the State of
Colorado and the laws of the United States of America, without regard to the
principles of conflicts of law.

     Section 5.5. Counterparts. This Amendment may be separately executed in any
                  ------------
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to constitute one and the same
Amendment.

     THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS OF THE PARTIES.

                                       10


         IN WITNESS WHEREOF, this Amendment is executed as of the date first
above written.



                              ST. MARY LAND &amp; EXPLORATION COMPANY



                              By: /S/RICHARD C. NORRIS
                                  --------------------
                                  Name:Richard C. Norris
                                       -----------------
                                  Title:Vice President-Finance
                                        ----------------------

                                  Address:

                                  1776 Lincoln Street
                                  Denver, Colorado 80203
                                  Attention:    Richard C. Norris
                                  Fax:          (303) 861-0934





                              BANK OF AMERICA, N.A.
                              Agent, LC Issuer and Lender



                              By: /S/TRACEY S. BARCLAY
                                  --------------------
                                  Tracey S. Barclay
                                  Principal

                                  Address:
                                  901 Main Street, 64th Floor
                                  Dallas, Texas  75202
                                  Fax:          (214) 290-8371

                                  with a copy to:

                                  Tracey S. Barclay
                                  Bank of America, N.A.
                                  700 Louisiana Street, 8th Floor
                                  Houston, TX  77002
                                  Fax:          (713) 247-6285




                               COMERICA BANK-TEXAS
                               a Lender



                               By: /S/THOMAS RAJAN
                                   ---------------
                                   Thomas Rajan
                                   Vice President

                                   Address:
                                   P.O. Box 650282
                                   MC 6593
                                   Dallas, Texas  75265-0282
                                   Telephone:     (214) 969-6565
                                   Fax:           (214) 969-6561




                                WELLS FARGO BANK WEST, N.A.
                                a Lender



                                By: /S/THOMAS M. FONCANNON
                                    ----------------------
                                    Thomas M. Foncannon
                                    Senior Vice President

                                    Address:

                                    1740 Broadway
                                    Denver, Colorado  80274-8699
                                    Attention:   Thomas M. Foncannon
                                    Fax:         (303) 863-5196

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