<SUBMISSION>
<ACCESSION-NUMBER>0000893538-05-000045
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20050413
<ITEMS>1.01
<ITEMS>2.02
<ITEMS>2.03
<ITEMS>9.01
<FILING-DATE>20050413
<DATE-OF-FILING-DATE-CHANGE>20050413
<FILER>
<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
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>001-31539
<FILM-NUMBER>05748919
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>1776 LINCOLN ST STE 700
<CITY>DENVER
<STATE>CO
<ZIP>80203
<PHONE>303-861-8140
</BUSINESS-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>asci0411058k.htm
<DESCRIPTION>041105 OPERATION UPDATE/NEW CREDIT AGRMNT
<TEXT>
<HTML>
<HEAD><TITLE>Form 8-K 04/11/05 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)
                         April 13, 2005 (April 7, 2005)

                     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 1.01   Entry into a Material Definitive Agreement.

         On April 7, 2005, St. Mary Land &amp; Exploration Company (the
"Company") entered into a new $500 million senior secured five-year revolving
credit facility (the "Facility"). The Facility replaces the Company's prior $300
million revolving credit facility, and was entered into as an Amended and
Restated Credit Agreement among the Company, Wachovia Bank, National
Association, as administrative agent, Wells Fargo Bank, N.A., as syndication
agent, BNP Paribas, Comerica Bank - Texas and JPMorgan Chase Bank, N.A., as
co-documentation agents, and the following other participating commercial
lending institutions: U.S. Bank National Association, Royal Bank of Canada, Bank
of Scotland, Hibernia National Bank and Key Bank. The maturity date of the
Facility is April 7, 2010.

         The Facility is available for general corporate borrowing purposes of
the Company. The maximum loan amount of $500 million is subject to a borrowing
base which is determined based on the value of the Company's oil and gas
properties. The initial borrowing base for the Facility has been set at $400
million and the Company has elected an initial commitment of $200 million. Upon
entering into the Facility on April 7, 2005, the Company had $32 million of bank
debt outstanding. Borrowings under the Facility are secured by the majority of
the Company's oil and gas properties and a pledge of the common stock of
material subsidiary companies. Interest and commitment fees are based on the
following borrowing base utilization table:

Borrowing Base
Utilization Percentage          &lt;50%       &gt;50% &lt;75%     &gt;75% &lt;90%       &gt;90%
--------------------------- ------------ ------------- ------------ -------------
Eurodollar Loans                1.000%       1.250%        1.500%       1.750%
--------------------------- ------------ ------------- ------------ -------------
ABR Loans                       0.000%       0.000%        0.250%       0.500%
--------------------------- ------------ ------------- ------------ -------------
Commitment Fee                  0.250%       0.300%        0.375%       0.375%
--------------------------- ------------ ------------- ------------ -------------

         The Facility contains customary representations and warranties and
affirmative and negative covenants, including, but not limited to, the following
financial covenants: (a) the Company's ratio of Total Debt to EBITDA (as defined
in the Facility) for the four fiscal quarters ending on the last day of a fiscal
quarter may not be greater than 3.5 to 1.0 and (b) the Company's current ratio
(as defined in the Facility) as of the last day of a fiscal quarter may not be
less than 1.0 to 1.0. In addition, the Facility has covenants restricting the
incurrence of Debt outside of the Facility and limiting the Company's annual
cash dividend rate to no more than $0.25 per common share. Any violation of
these covenants could result in a default under the Facility which would permit
the participating banks to restrict the Company's ability to access the Facility
and require the immediate repayment of any outstanding borrowings under the
Facility.

         Certain lenders that are a party to the Facility have in the past
performed, and may in the future from time to time perform, investment banking,
financial advisory, lending or commercial banking or trustee services for the
Company and its subsidiaries, for which they have received, and may in the
future receive, customary compensation and reimbursement of expenses.

<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 April 11, 2005, the Company issued a press release updating its
first quarter and full-year 2005 guidance and providing an operations update. A
copy of the press release is furnished as Exhibit 99.1 to this report. As
indicated in the press release, the Company has scheduled a related first
quarter 2005 earnings teleconference call for May 4, 2005, at 8:00 a.m. (MDT).
The teleconference call is publicly accessible, and the press release includes
instructions as to when and how to access the teleconference and the location on
the Company's web site where the teleconference information will be available.

Item 2.03   Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement.

         Please see the discussion under Item 1.01 above, which is hereby
incorporated by reference into this Item 2.03.

Item 9.01   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 &amp; Exploration
                          Company dated April 11, 2005

<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:  April 13, 2005             By: /S/ DAVID W. HONEYFIELD
                                      -----------------------
                                      David W. Honeyfield
                                      Vice President - Finance,
                                      Treasurer and Secretary


</PRE>
</BODY>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>exhibit991.htm
<DESCRIPTION>041105 PRESS RELEASE
<TEXT>
<HTML>
<HEAD><TITLE>Exhibit 99.1 for Form 8K 04/11/05 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 UPDATES GUIDANCE , PROVIDES OPERATIONS UPDATE AND
      SCHEDULES FIRST QUARTER 2005 EARNINGS CONFERENCE CALL FOR MAY 4, 2005

DENVER, April 11, 2005 - St. Mary Land &amp; Exploration Company (NYSE: SM)
today updated its guidance for the first quarter and full year 2005 and provided
an update of its operations. In addition, St. Mary has scheduled its first
quarter 2005 earnings conference call for May 4, 2005. St. Mary also announced
that it has entered into a five-year $500 million revolving credit facility.

Mark Hellerstein, Chairman, President and CEO, comments, "We are pleased with
solid first quarter drilling results and upgraded production forecast. In
particular, we believe the successful Cromwell horizontal well described below
will provide a significant multi-year drilling program for the Company. We plan
to test horizontal play ideas in two other field pays in the future."


             FIRST QUARTER 2005 EXPLORATION AND DEVELOPMENT PROGRAM

During the first quarter of 2005, St. Mary participated in the drilling of 58
conventional wells, of which 54 were completed as producers (93% success rate).
At the end of the first quarter, St. Mary was completing 42 conventional wells
and 21 wells were drilling. The Company also completed 20 wells in its Hanging
Woman Basin coalbed methane program and participated in seven wells in the
Atlantic Rim coalbed methane play.

MID-CONTINENT REGION

In the Mid-Continent region there were 47 active wells during the first quarter
with 23 successful completions, no dry holes and 24 wells drilling or being
completed at the end of the quarter. There were eleven successful completions in
Northeast Mayfield during the first quarter. Nine wells were being completed and
five wells were drilling in Northeast Mayfield at the end of the quarter.
Completed wells in Northeast Mayfield during the first quarter include the
Clarence 1-28 (SM 25% WI) completed at 4,700 MCFED, the Parks #1 (SM 55% WI)

<PAGE>

completed at an initial rate of 4,000 MCFED and the Daryl Cox 1-10 (SM 39% WI)
completed at a rate of 5,700 MCFED. The Wanda #1 (SM 44% WI), which was
completed after the close of the quarter, is currently producing at a rate of
8,800 MCFED from the Atoka. In the Constitution field the Paggi-Broussard 1 (SM
40%) is currently producing at a rate of 38,000 MCFD and 1,400 BOPD.

The Mowdy #1 (SM 100% WI) in the Centrahoma field was completed in March in the
Cromwell sand with an initial rate of 3,000 MCFED and is producing at a rate of
2,600 MCFED. The well was horizontally drilled and fracture stimulated. St. Mary
holds 36,000 gross and 20,000 net contiguous acres in the area and thus far has
been successful drilling vertical Cromwell producers in 11 sections. An
additional 19 sections to the east are also considered prospective in the
Cromwell as a result of vertical wells that had shows and/or production.
Approximately half of the acreage is held by existing production. The Company is
currently evaluating its future development plans with expectations of drilling
approximately four horizontal wells per section in the play. In addition, the
Wapanuka limestone, which has produced from vertical wells, may respond to this
completion technique and will be tested in the future.

ROCKIES REGION

During the first quarter there were 49 active wells in the Rockies region,
excluding coalbed natural gas wells. Nineteen wells were successful completions,
with no dry holes. 20 wells were being completed and 13 wells were drilling at
March 31. Included in the active wells were six completions in the middle Bakken
play in the Williston Basin. Six middle Bakken wells were being completed and
five middle Bakken wells were drilling at the end of the first quarter. The
completed middle Bakken wells include the Franz 2-15H (SM 100% WI) completed at
a rate of 490 BOPD and 200 MCFD, the State 4-16H (SM 83% WI) completed at an
initial rate of 600 BOPD and 240 MCFD and the Lowell Larson 12-22H completed at
an initial rate of 320 BOPD and 170 MCFD.

As anticipated, the Company completed 20 wells during the first quarter in its
Hanging Woman Basin coalbed natural gas program in the northern Powder River
Basin. The 77 wells completed to date in the program are currently producing
1,550 MCFD, of which 1,330 MCFD, net of compressor usage, is being sold. Current
production rates have exceeded the Company's expectations at this stage of the
program. Permitting is on schedule and the Company expects to be able to
complete the 150 wells included in its 2005 capital expenditures budget.

ARKLATEX REGION

Nine wells in the ArkLaTex region were completed as producing wells during the
first quarter, with one dry hole. Seven wells are currently being completed and
one is drilling. In the horizontal James Lime Spider field, the Weyerhaeuser 12
No 1 (SM 100% WI) was completed at a rate of 3,000 MCFED. The Annette Green No
2-Alt (SM 22% WI) in the Bethany-Longstreet field was completed at a rate of
3,000 MCFED.

                                       2

<PAGE>

GULF COAST / PERMIAN REGION

During the first quarter the Ivy J. Major et al #5 (SM 11.5% WI) in the Judge
Digby field was completed at a rate of 8,000 MCFED. The JB Farm #1 well (SM 59%
WI) in Mermentau West was completed at a rate of 350 BOPD and 2,000 MCFD.

                UPDATED FORECAST AND $500 MILLION CREDIT FACILITY

The Company updated its forecast for the first quarter and full year of 2005 as
follows:

                                         1st Quarter               Year
                                         -----------               ----
Oil and gas production                 20.5 - 21.5 BCFE       83.0 - 87.0 BCFE
Lease operating expenses,
   including production taxes and
   transportation                    $1.45 - $1.55/MCFE     $1.50 - $1.55/MCFE
General and administrative expense   $0.29 - $0.34/MCFE     $0.30 - $0.35/MCFE
Depreciation, depletion &amp; amort. $1.40 - $1.45/MCFE     $1.50 - $1.55/MCFE

St. Mary estimates its basis differential (the difference between estimated
realized oil and gas prices, before hedging, and the applicable NYMEX prices)
for the first quarter of 2005 will be $2.40 to $2.60 per barrel for oil and
$0.40 to $0.50 per MMbtu for gas.

The Company also announced it has entered into a new five-year, $500 million
credit facility agreement with Wachovia Bank and Wells Fargo Bank as Joint Lead
Arrangers, together with eight other participating banks. Wachovia is the
Administrative Agent for this facility. The initial borrowing base for this
facility has been set at $400 million and St. Mary has elected an initial
commitment of $200 million. At the closing of the new agreement on April 7, the
Company had $32 million of bank debt outstanding. Borrowings under this facility
are secured by the majority of the Company's oil and gas properties and a pledge
of the common stock of material subsidiary companies. Interest and commitment
fees are based on the following borrowing base utilization table:

    Borrowing Base
    Utilization Percentage          &lt;50%       &gt;50% &lt;75%     &gt;75% &lt;90%       &gt;90%
    --------------------------- ------------ ------------- ------------ -------------
    Eurodollar Loans                1.000%       1.250%        1.500%       1.750%
    --------------------------- ------------ ------------- ------------ -------------
    ABR Loans                       0.000%       0.000%        0.250%       0.500%
    --------------------------- ------------ ------------- ------------ -------------
    Commitment Fee                  0.250%       0.300%        0.375%       0.375%
    --------------------------- ------------ ------------- ------------ -------------

St. Mary is scheduled to release first quarter 2005 earnings after the close of
trading on the NYSE on May 3, 2005. The teleconference call to discuss first
quarter results is scheduled for May 4, 2005 at 8:00 am (MDT). 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 May 13 at 800-642-1687, conference number 5396566. 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 5396566. In

                                       3

<PAGE>

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 May 13.

This release contains forward looking statements within the meaning of
securities laws, including forecasts and projections. 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
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, the imprecise nature of oil and gas 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 2004 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-05-07
                                       ###

</PRE>
</BODY>
</HTML>
</TEXT>
</DOCUMENT>
</SUBMISSION>
