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<TYPE>8-K
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<ITEMS>7.01
<ITEMS>9.01
<FILING-DATE>20041022
<DATE-OF-FILING-DATE-CHANGE>20041022
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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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<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>001-31539
<FILM-NUMBER>041091410
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<BUSINESS-ADDRESS>
<STREET1>1776 LINCOLN ST STE 700
<CITY>DENVER
<STATE>CO
<ZIP>80203
<PHONE>303-861-8140
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<TYPE>8-K
<SEQUENCE>1
<FILENAME>asci102004_8k.htm
<DESCRIPTION>10/20/04 DIVIDEND AND OPERATIONS UPDATE
<TEXT>
<HTML>
<HEAD><TITLE>Form 8-K 10/20/04 Press Release</TITLE></HEAD>
<BODY>
<PRE>
                                  UNITED STATES
                       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)
                       October 22, 2004 (October 20, 2004)

                     St. Mary Land &amp; Exploration Company
             (Exact name of registrant as specified in its charter)

          Delaware                      001-31539                41-0518430
(State or other jurisdiction           (Commission              (IRS Employer
      of incorporation)               File Number)           Identification No.)


             1776 Lincoln Street, Suite 700, 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.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2.):

[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))


<PAGE>


Item 2.02    Results of Operations and Financial Condition.

         In accordance with General Instruction B.2 of Form 8-K, the following
information, including Exhibit 99.1, shall not be deemed filed for purposes of
Section 18 of the Securities Exchange Act of 1934, nor shall such information
and Exhibit be deemed incorporated by reference in any filing under the
Securities Act of 1933, except as shall be expressly set forth by specific
reference in such a filing.

         On October 20, 2004, St. Mary Land &amp; Exploration Company issued a
press release, which announced its #9 ranking on the Forbes list of 200 Best
Small Companies, provided an update of its operations for the third quarter of
2004 and announced certain acquisitions. As indicated in the press release, the
Company has scheduled a related 2004 third quarter earnings teleconference call
for November 4, 2004, at 8:00 am (MDT).

         A copy of the press release is furnished as Exhibit 99.1 to this
report.

Item 7.01    Regulation FD Disclosure.

         In accordance with General Instruction B.2 of Form 8-K, the following
information, including Exhibit 99.2, shall not be deemed filed for purposes of
Section 18 of the Securities Exchange Act of 1934, nor shall such information
and Exhibit be deemed incorporated by reference in any filing under the
Securities Act of 1933, except as shall be expressly set forth by specific
reference in such a filing.

         On October 20, 2004, the registrant issued a press release announcing
the declaration of a regular semi-annual 5 cent per share cash dividend to be
paid on November 15, 2004, to stockholders of record as of the close of
business on November 5, 2004.

         A copy of the press release is furnished as Exhibit 99.2 to this
report.

Item 9.01    Financial Statements and Exhibits.

      (c)    Exhibits. The following exhibits are furnished as part of this
report:

             Exhibit 99.1     Press release of St. Mary Land &amp; Exploration
                              Company dated October 20, 2004

             Exhibit 99.2     Press release of St. Mary Land &amp; Exploration
                              Company dated October 20, 2004


                                       2

<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 &amp; EXPLORATION
COMPANY


Date:  October 22, 2004                   By: /S/ DAVID W. HONEYFIELD
                                              -----------------------
                                              David W. Honeyfield
                                              Vice President - Finance,
                                              Treasurer and Secretary

                                       3
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<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>exhibit991.htm
<DESCRIPTION>EXHIBIT 99.1 10/20/04 OPERATIONS UPDATE
<TEXT>
<HTML>
<HEAD><TITLE>Exhibit 99.1 for Form 8K 10/20/04 Press Release</TITLE></HEAD>
<BODY>
<PRE>
                                                                   Exhibit 99.1







                                                         For Information
                                                         ---------------
                                                         Mark A. Hellerstein
                                                         Robert T. Hanley
                                                         303-861-8140


FOR IMMEDIATE RELEASE

     ST. MARY ANNOUNCES #9 RANKING ON FORBES LIST OF 200 BEST SMALL COMPANIES,
     PROVIDES OPERATIONS UPDATE, ANNOUNCES ACQUISITIONS AND SCHEDULES THIRD
     QUARTER 2004 EARNINGS CONFERENCE CALL FOR NOVEMBER 4, 2004

DENVER, October 20, 2004 - St. Mary Land &amp; Exploration Company (NYSE:SM)
today announced that it has been ranked #9 on the Forbes Magazine 2004 list of
200 Best Small Companies. St. Mary also provided an update of its operations for
the third quarter of 2004, announced that it has signed agreements to make three
separate corporate and property acquisitions totaling approximately $97.5
million, and announced that it has scheduled its third quarter 2004 earnings
conference call for November 4, 2004.

The Forbes list of 200 Best Small Companies is published in its November 1, 2004
issue. To qualify, candidates have to show a consistent pattern of positive
growth during a five-year period, as well as over the past 12 months. Rankings
are based on various growth and earnings criteria.

Mark Hellerstein, Chairman, President and CEO, commented, "We are pleased at
being so highly ranked on Forbes list of the 200 Best Small Companies in
America. This honor follows being named as one of Fortune Magazine's 100 fastest
growing companies in both 2002 and 2003. The Forbes ranking is particularly
meaningful to us as the criteria they used is closely aligned to our
long-standing objective of growing shareholder value over a long period of time.
Our employees are to be commended for their hard work and the dedication they
put forth every day to make St. Mary a company we can all be proud of."

The Company announced that it has signed agreements to acquire, for cash, a
total of approximately $97.5 million of oil and gas properties in the following
three separate transactions. Payment for the properties will be made from cash
on hand and funds available under St. Mary's existing credit facility.


<PAGE>

o         Nance Petroleum Corporation, a wholly owned subsidiary of St. Mary,
          has agreed to acquire Goldmark Engineering Inc., a Wyoming corporation
          that owns oil and gas properties, primarily in the Big Horn Basin of
          Wyoming, and other interests of non-operators in those properties for
          $23.1 million in cash. The Company is allocating $21.8 million of the
          purchase price to an estimated 32 BCFE of proved reserves, of which
          67% are developed. The balance of the cash purchase price is being
          allocated to an estimated 13 BCFE of probable reserves and other
          property. In addition, approximately $5 million of deferred taxes will
          be recorded as part of the cost of the acquisition. The properties
          currently produce an estimated 590 barrels of oil and 20 Mcf of gas
          per day. The acquisition is expected to close November 1, 2004 upon
          completion of customary due diligence.

o         St. Mary has agreed to acquire oil and gas properties in northern
          Louisiana and east Texas for $37.2 million in cash. The Company is
          allocating $30.2 million of the purchase price to an estimated 15 BCFE
          of proved reserves. The balance of the purchase price is being
          allocated to an estimated 9 BCFE of probable reserves. The properties
          currently produce an estimated 3,900 Mcf of gas and 30 barrels of oil
          per day. The acquisition is expected to close December 17, 2004, upon
          completion of customary due diligence.

o         St. Mary has agreed to acquire Agate Petroleum, Inc., a corporation
          that owns oil and gas properties primarily in the Arkoma and Williston
          Basins, for $37.1 million in cash. The Company is allocating $34.0
          million of the cash purchase price to an estimated 23 BCFE of proved
          reserves. The balance of the purchase price is being allocated to an
          estimated 6 BCFE of probable reserves and other property. In addition,
          approximately $18 million of deferred taxes will be recorded as part
          of the cost of the acquisition. The properties currently produce an
          estimated 2,750 Mcf of gas and 420 barrels of oil per day. The
          acquisition is expected to close January 5, 2005 upon completion of
          customary due diligence.

OPERATIONS
----------
During the third quarter 2004 St. Mary participated in the drilling of 38
conventional wells, of which 34 were completed as producers (89% success rate).
At the end of the third quarter, 59 wells were being completed and 24 were
drilling. The Company also participated in the drilling of 37 coalbed methane
wells during the third quarter.

MID-CONTINENT REGION

In the Mid-Continent region there were 64 active wells during the third quarter
with 15 successful completions, two dry holes and 47 wells drilling or being
completed at the end of the quarter. Completed wells during the third quarter
include the Radtke 2-15 in the Hyers field (SM 40% WI) completed at 9,200 MCFED,
and in NE Mayfield the Louella 1-33 (SM 31% WI) completed at 6,100 MCFED, the
Haag 1-2 (SM 44% WI) completed at 3,000 MCFED and the Brothers 4-20 (SM 17% WI)
completed at an initial rate of 4,300 MCFED. At the end of the third quarter
there were 13 wells completing and 10 wells drilling in NE Mayfield.


                                       2
<PAGE>

ROCKIES REGION

During the third quarter there were 31 active conventional wells in the Rockies
region. Thirteen wells were successful completions with no dry holes, 13 wells
were being completed and five wells were drilling at September 30. Horizontal
wells completed in the middle Bakken in the Williston Basin during the third
quarter were the Coon 2-25H (SM 100% WI), which had an initial ten-day rate of
510 BOPD and 150 MCFD, and the Nevins 15-19H (SM 100% WI), which was completed
at a rate of 345 BOPD.

Twenty-four wells were drilled and completed in the Company's Hanging Woman
coalbed methane program in the northern Powder River Basin during the third
quarter. A total of 37 wells have been drilled and completed in the program in
2004 with seven wells remaining to be drilled on fee and State of Wyoming lands
before year-end. Drilling on Federal lands is expected to begin in November 2004
as approval of 27 well permits is anticipated by then. The pipeline to connect
the program to the main trunk line is under construction and is expected to be
completed by December 1, 2004. The Company also participated in 13 coalbed
methane wells in the Atlantic Rim area in the Greater Green River Basin during
the third quarter.

ARKLATEX REGION

Five wells in the ArkLaTex region were completed as producing wells during the
third quarter, along with two dry holes. Ten wells are currently being completed
and two are drilling in the region. The Weyerhaeuser No. 1 Alt. (SM 95% WI) was
completed during the third quarter at a rate of 3,000 MCFED in the Pettit
formation.

GULF COAST / PERMIAN REGION

The Vermillion 273 B3 (SM 50% WI) was completed during the third quarter and is
currently producing at a rate of 14,000 MCFED. Two wells in the region are
currently being completed and four are drilling.


Since the re-initiation of St. Mary's stock repurchase program that was
announced on August 23, 2004, the Company has purchased 489,300 shares at an
average cost of $33.34 per share.

The Company updated its forecast for the third quarter and full year of 2004 as
follows:

                                            3rd Quarter               Year
                                            -----------               ----
Oil and gas production                   18.5 - 19.5 BCFE      73.5 - 75.5 BCFE
Lease operating expenses,
   including production taxes and
   transportation                       $1.28 - $1.33/MCFE    $1.25 - $1.35/MCFE
General and administrative expense      $0.24 - $0.28/MCFE    $0.26 - $0.30/MCFE
Depreciation, depletion &amp; amort.    $1.18 - $1.23/MCFE    $1.15 - $1.25/MCFE
Change in non-cash net profits
   interest bonus plan liability         $7.3 - $7.7 million

                                       3
<PAGE>

The increase in estimated production from the Company's prior guidance is due to
improved drilling results. Estimated production expected to be realized in 2004
from the acquisitions announced in this release was essentially reflected in the
Company's prior guidance as part of the Company's planned acquisitions budget.

St. Mary is scheduled to release third quarter 2004 earnings after the close of
trading on the NYSE on November 3, 2004. The teleconference call to discuss
third quarter results is scheduled for November 4, 2004 at 8:00 am (MST). The
call participation number is 888-424-5231. A digital recording of the conference
call will be available two hours after the completion of the call, 24 hours per
day through November 14 at 800-642-1687, conference number 1430014.
International participants can dial 706-634-6088 to take part in the conference
call and can access a replay of the call at 706-645-9291, conference number
1430014. In addition, the call will be broadcast live at St. Mary's website at
www.stmaryland.com and the earnings press release and financial highlights
------------------
attachment will be available before the call at www.stmaryland.com under
                                                ------------------
"News-Press Releases." An audio recording of the conference call will be
available at that site through November 30.

This release contains forward looking statements within the meaning of
securities laws, including forecasts and projections for future periods. The
words "will," "believe," "anticipate," "intend," "estimate," "forecast" 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
uncertain nature of the expected benefits from the acquisition of oil and gas
properties, the pending nature of the reported acquisition transactions and the
ability to complete the transactions, the volatility and level of oil and
natural gas prices, unexpected drilling conditions and results, the risks of
various exploration strategies, production rates and reserve replacement,
reserve estimates, drilling and operating service availability, uncertainties in
cash flow, the financial strength of hedge contract counterparties, the
availability of economically attractive exploration and development and property
acquisition opportunities and any necessary financing, competition, litigation,
environmental matters, the potential impact of government regulations, and other
such matters discussed in the "Risk Factors" section of St. Mary's 2003 Annual
Report on Form 10-K filed with the SEC. Although St. Mary may from time to time
voluntarily update its prior forward looking statements, it disclaims any
commitment to do so except as required by securities laws.

The SEC permits oil and gas companies to disclose in their filings with the SEC
only proved reserves. St. Mary uses in this press release the term "probable
reserves," which SEC guidelines prohibit from being included in filings with the
SEC. Estimates of probable reserves are by their nature more uncertain than
estimates of proved reserves and accordingly are subject to substantially
greater risk of not actually being realized by the Company.

                                    PR-04-14
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<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>exhibit992.htm
<DESCRIPTION>EXHIBIT 99.2 DIVIDEND DECLARATION
<TEXT>
<HTML>
<HEAD><TITLE>Exhibit 99.2 for Form 8K 10/20/04 Press Release</TITLE></HEAD>
<BODY>
<PRE>
                                                                    Exhibit 99.2




                                                           For Information
                                                           ---------------
                                                           Mark A. Hellerstein
                                                           Robert T. Hanley
                                                           303-861-8140




            ST. MARY BOARD DECLARES REGULAR SEMI-ANNUAL CASH DIVIDEND

DENVER - October 20, 2004 - St. Mary Land &amp; Exploration Company (NYSE: SM)
today announced that its Board of Directors has declared a regular semi-annual
cash dividend of $0.05 per share of common stock. The dividend will be paid
November 15, 2004 to stockholders of record as of the close of business November
5, 2004. St. Mary currently has approximately 28.4 million shares of common
stock outstanding.

St. Mary has paid cash dividends to stockholders every year since 1940. Company
management currently plans to continue making semi-annual dividend payments at
the rate of $0.05 per share for the foreseeable future, subject to future
earnings, capital requirements, financial condition, credit facility covenants
and other factors.

This release contains forward-looking statements within the meaning of
securities laws, including plans for future periods. The words "will" and
"plans" and similar expressions are intended to identify forward-looking
statements. These statements involve known and unknown risks, which may cause
actual results to differ materially from results expressed or implied by the
forward-looking statements. These risks include such factors as the volatility
and level of oil and natural gas prices, production rates and reserve
replacement, reserve estimates, uncertainties in cash flow, the availability of
attractive exploration and development and property acquisition opportunities
and any necessary financing, competition, litigation, environmental matters, and
other such matters discussed in the "Risk Factors" section of St. Mary's 2003
Annual Report on Form 10-K filed with the SEC. Although St. Mary may from time
to time voluntarily update its prior forward-looking statements, it disclaims
any commitment to do so except as required by securities laws.

                                    PR 04-15
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