<SUBMISSION>
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<ITEMS>7
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<COMPANY-DATA>
<CONFORMED-NAME>ST MARY LAND & EXPLORATION CO
<CIK>0000893538
<ASSIGNED-SIC>1311
<IRS-NUMBER>410518430
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
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<FILE-NUMBER>000-20872
<FILM-NUMBER>02567721
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<BUSINESS-ADDRESS>
<STREET1>1776 LINCOLN ST STE 1100
<CITY>DENVER
<STATE>CO
<ZIP>80203
<PHONE>3038618140
</BUSINESS-ADDRESS>
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<TYPE>8-K
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<FILENAME>d94701e8-k.txt
<DESCRIPTION>FORM 8-K
<TEXT>
<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

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

                Date of Report (Date of earliest event reported)
                         March 5, 2002 (March 5, 2002)

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

          Delaware                     000-20872                  41-0518430
(State or other jurisdiction          (Commission              (I.R.S Employer
     of incorporation)                File Number)           Identification No.)


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


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


                                 Not applicable
         (Former name or former address, if changed since last report.)




<PAGE>




Item 5. Other Events and Regulation FD Disclosure.

         On March 5, 2002, the registrant issued a press release entitled "St.
Mary Intends to Raise $75 Million Through Private Offering of Senior Convertible
Notes." A copy of this press release is attached hereto as Exhibit 99.1.

Item 7. Financial Statements and Exhibits.

         (c) Exhibits.

                  The following exhibit is furnished as part of this report:

                  Exhibit 99.1      Press release of St. Mary Land & Exploration
                                    Company dated March 5, 2002 entitled "St.
                                    Mary Intends to Raise $75 Million Through
                                    Private Offering of Senior Convertible
                                    Notes."



<PAGE>




                                   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 & EXPLORATION COMPANY

Date: March 5, 2002                          By: /s/ RICHARD C. NORRIS
                                                 -------------------------------
                                                     Richard C. Norris
                                                     Vice President-Finance
<PAGE>
                                 EXHIBIT INDEX
<Table>
<Caption>

EXHIBIT
NUMBER            DESCRIPTION
------            -----------
<S>               <C>
99.1              Press release of St. Mary Land & Exploration Company dated
                  March 5, 2002 entitled "St. Mary Intends to Raise $75 Million
                  Through Private Offering of Senior Convertible Notes."
</Table>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>d94701ex99-1.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
<PAGE>


                                                                    EXHIBIT 99.1


                                                             FOR INFORMATION
                                                             Mark A. Hellerstein
                                                             Robert T. Hanley
                                                             Richard C. Norris


                  ST. MARY INTENDS TO RAISE $75 MILLION THROUGH
                  PRIVATE OFFERING OF SENIOR CONVERTIBLE NOTES

DENVER, March 5, 2002 -- ST. MARY LAND & EXPLORATION COMPANY (Nasdaq: MARY)
announced today that it intends to offer, subject to market and other
conditions, $75 million of senior convertible notes due 2022 (plus an additional
amount of up to $15 million at the option of the purchasers) in a private
placement. The notes will be convertible into St. Mary common stock at the
option of the holders under certain circumstances, at a price to be determined.
The offering is expected to close in mid-March 2002.

St. Mary intends to use the net proceeds of the anticipated offering to fund a
portion of its 2002 capital expenditures budget. Pending this use, St. Mary
intends to repay outstanding borrowings under its revolving bank credit
facility.

This press release is being issued pursuant to and in accordance with Rule 135c
under the Securities Act of 1933. This press release shall not constitute an
offer to sell nor a solicitation of an offer to buy any of these securities.

The notes and the common stock issuable upon conversion of the notes have not
been registered under the Securities Act of 1933 or any state securities laws
and are being offered only to qualified institutional buyers in reliance on Rule
144A under the Securities Act of 1933. Unless so registered, the notes and
common stock issued upon conversion of the notes may not be offered or sold in
the United States except pursuant to an exemption from the registration
requirements of the Securities Act of 1933 and applicable state securities laws.

This press release contains forward looking statements within the meaning of
federal securities laws. The words "intend" and "expect" and similar expressions
are intended to identify forward looking statements. These statements involve
known and unknown risks, which may cause St. Mary's actual results to differ
materially from results expressed or implied by the forward looking statements.
These risks include such factors as the uncertainty of financial market
conditions, the volatility and levels of oil and natural gas prices, and other
matters discussed under the "Risk Factors" section of St. Mary's 2000 Annual
Report on Form 10-K filed with the SEC. As a result of these risks, St. Mary
cannot assure you that it will be able to complete the proposed private
offering. Although St. Mary may from time to time voluntarily update its forward
looking statements, it disclaims any commitment to do so except as required by
federal securities laws.

                                       ###

</TEXT>
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