As filed with the Securities and Exchange Commission on July 1, 1998

                                   Securities Act Registration No. 333-_________
                                                                                

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                         FORM S-8 REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                      ST. MARY LAND & EXPLORATION COMPANY 
             (Exact Name of Registrant as Specified in its Charter)

        Delaware                      1311                       41-0518430     
 (State or Other Juris-       (Standard Industrial           IRS Employer Iden-
diction of Incorporation)         Code Number)               tification Number)

                         1776 Lincoln Street, Suite 1100
                             Denver, Colorado 80203
                                 (303) 861-8140
                              fax: (303) 861-0934 
          (Address, Including Zip Code, and Telephone Number, Including
             Area Code, of Registrant's Principal Executive Offices)

                       St. Mary Land & Exploration Company
                          Employee Stock Purchase Plan 
                            (Full Title of the Plans)

           Mark A. Hellerstein, President and Chief Executive Officer
                         1776 Lincoln Street, Suite 1100
                             Denver, Colorado 80203
                                 (303) 861-8140
                              fax: (303) 861-0934 
            (Name, Address and Telephone Number of Agent for Service)

                                   Copies to:

                             Roger V. Davidson, Esq.
                             Andrew L. Pidcock, Esq.
                  Cohen Brame & Smith Professional Corporation
                         1700 Lincoln Street, Suite 1800
                             Denver, Colorado 80203
                                 (303) 837-8800
                               fax: (303) 894-0475
________________________________________________________________________________

                         CALCULATION OF REGISTRATION FEE
________________________________________________________________________________

Title of Each Class Proposed Maximum Proposed Maximum  Aggregate    Amount of
  of Securities to    Amount to be   Offering Price    Offering    Registration
   be Registere        Registered      Per Share       Price (1)       Fee
------------------- ---------------- ---------------- ----------- -------------
 $.01 par value         500,000        $24.75(2)      $12,375,000    $4,195
  common  stock        shares (1)                         (1)
________________________________________________________________________________
                                                                                
<PAGE>

(1)  The number of shares of common  stock set forth is the  maximum  allowed in
     aggregate  of  shares  available  for  issuance  under the  Employee  Stock
     Purchase Plan.  This  Registration  Statement also covers an  indeterminate
     number of additional  shares as may be issuable under the Plan by reason of
     adjustments  in the number of shares  covered  thereby as  described in the
     Plan and Prospectus.

(2)  For the purpose of computing the  registration fee only, the price shown is
     based  upon  the  price  of  $24.75  per  share,  the  closing  bid for the
     Registrant's  common stock on the Nasdaq National Market System on June 26,
     1998 in accordance with Rule 457(c).

Approximate  date  of  offering  hereunder:  as soon as  practicable  after  the
effective date of this  Registration  Statement.  Pursuant to Rule 416(a) of the
General Rules and Regulations under the Securities Act of 1933, as amended,  the
Prospectus  which is a part of this  Registration  Statement  shall  cover  such
additional  securities as may be offered or issued to prevent dilution resulting
from stock splits, stock dividends or similar transactions.

The Exhibit Index appears on page 7 of the  sequentially  numbered pages of this
Registration  Statement.   This  Registration  Statement,   including  exhibits,
contains 19 pages.


                                       2
<PAGE>

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The Company's  definitive  Proxy  Statement  dated April 16, 1998,  and the
Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997
and the  Company's  Quarterly  Report on Form 10-Q for the fiscal  quarter ended
March 31, 1998,  which have been filed by the Company with the  Commission,  are
incorporated  herein by reference.  All other reports or documents  filed by the
Company pursuant to Sections 13(a) or 15(d) of the Exchange Act since the end of
the fiscal year covered by the  above-mentioned  definitive  Proxy Statement and
Annual Report on Form 10-K are also incorporated herein by reference.  All other
documents  subsequently filed by the Company pursuant to Sections 13(a),  13(c),
14 and 15(d) of the  Securities  Exchange Act of 1934,  prior to the filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference in the  Registration  Statement and to be a part
hereof from the date of filing of such documents.

     The  class  of  securities  to be  offered  pursuant  to this  Registration
Statement is the  Company's  common  stock,  par value $.01 per share,  which is
registered  under Section 12. The  description of the Company's  common stock is
contained in the Company's  Registration  Statement filed pursuant to Section 12
of the Securities  Exchange Act of 1934 and is incorporated herein by reference,
including any subsequent amendments or reports filed for the purpose of updating
such description.

Item 4. Description of Securities

     The class of securities  to be offered is  registered  under Section 12 and
described under Item 3.

Item 5. Interests of Named Experts and Counsel

     Named  experts and counsel do not have a  substantial  interest,  direct or
indirect,  in the  Company or any of its  parents or  subsidiaries  and were not
connected with the Company or any of its parents or  subsidiaries as a promoter,
managing underwriter (or any principal underwriter),  voting trustee,  director,
officer or employee.

Item 6. Indemnification of Directors and Officers

     Directors,  officers or employees of the Company or persons  serving at its
request as directors, officers or employees of another corporation or enterprise
are entitled to  indemnification as provided in the Certificate of Incorporation
of the  Company,  which  provides  for  indemnification  to the  fullest  extent
permitted under the Delaware General Corporation Law. These provisions are broad
enough to permit  indemnification of such persons from liabilities arising under
the Securities Act of 1933.

Item 7. Exemption from Registration Claimed

     Not applicable.

Item 8. Exhibits

     Reference is made to the Exhibit Index appearing on Page 7.


                                       3
<PAGE>

Item 9. Undertakings

     The undersigned Registrant hereby undertakes:

          (1) To include any  material  information  with respect to the plan of
     distribution not previously disclosed in the Registration  Statement or any
     material change to such information in the Registration Statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities Act of 1933, each such post-effective  amendment shall be deemed
     to be a new  Registration  Statement  relating  to the  securities  offered
     therein,  and the offering of such  securities at that time shall be deemed
     to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering.

     The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and  where  applicable,  each  filing  of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     The  undersigned  Registrant  hereby  undertakes  that  prior to any public
reoffering  of  the  securities  registered  hereunder  through  the  use  of  a
prospectus  which is a part of this  Registration  Statement,  by any  person or
party who is deemed to be an underwriter  within the meaning of Rule 145(c), the
issuer  undertakes that such reoffering  prospectus will contain the information
called for by the  applicable  registration  form with respect to reofferings by
persons who may be deemed  underwriters,  in addition to the information  called
for by the other items of the applicable form.

     The Registrant  undertakes that every prospectus (i) that is filed pursuant
to the  paragraph  immediately  preceding,  or (ii)  that  purports  to meet the
requirements  of  section  10(a)3 of the  Securities  Act of 1933 and is used in
connection with an offering of securities  subject to Rule 415, will be filed as
a part of an amendment to the Registration  Statement and will not be used until
such amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933,  each such  post-effective  amendment shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     In the event that an appendix is utilized by the undersigned  Registrant to
update information in the prospectus,  the undersigned issuer hereby undertakes:
(a) to provide  individuals  who have already  received copies of the prospectus
with  a copy  of any  such  current  appendix,  (b)  to  furnish  an  additional
prospectus, upon request, to anyone who has misplaced or discarded the old copy,
(c) to  supply  new  participants  in the plan with  both the  prospectus  and a
current appendix,  and (d) to file copies of such appendices with the Commission
in accordance with Rule 424(c).

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


                                       4
<PAGE>

                                   SIGNATURES

     In  accordance  with the  requirements  of the  Securities  Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets  all the  requirements  for  filing on Form S-8,  and  authorized  this
Registration  Statement  to be signed on its behalf by the  undersigned,  in the
City of Denver, Colorado on the 30th day of June, 1998.

                                            ST. MARY LAND & EXPLORATION COMPANY


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

                                POWER OF ATTORNEY

     Each person whose individual signature appears below hereby constitutes and
appoints Mark A. Hellerstein as his true and lawful  attorney-in-fact  with full
power of  substitution  to  execute  in the name and on behalf  of such  person,
individually  and in  each  capacity  stated  below,  and to  file,  any and all
amendments to this Registration Statement,  including any and all post-effective
amendments.

     In  accordance  with the  requirements  of the  Securities  Act of 1933, as
amended,  this  Registration  Statement on Form S-8 was signed by the  following
persons in the capacities and on the dates indicated.

           Signature                Title                         Date
           ---------                -----                         ----

/s/ THOMAS E. CONGDON          Chairman of the Board of         June 30, 1998
Thomas E. Congdon              Directors and Director

/s/ MARK A. HELLERSTEIN        President and Chief Executive    June 30, 1998
Mark A. Hellerstein            Officer and Director

/s/ RONALD D. BOONE            Executive Vice-President, Chief  June 30, 1998
Ronald D. Boone                Operating Officer and Director

/s/ RICHARD C. NORRIS          Vice-President, Treasurer and    June 30, 1998
Richard C. Norris              Chief Accounting Officer

/s/ DAVID L. HENRY             Vice-President and Chief         June 30, 1998
David L. Henry                 Financial Officer

/s/ LARRY W. BICKLE            Director                         June 30, 1998
Larry W. Bickle

/s/ DAVID C. DUDLEY            Director                         June 30, 1998
David C. Dudley

/s/ RICHARD C. KRAUS           Director                         June 30, 1998
Richard C. Kraus



                                       5
<PAGE>

           Signature                Title                         Date
           ---------                -----                         ----

/s/ JAMES NICHOLSON            Director                         June 30, 1998
R. James Nicholson

/s/ AREND J. SANDBULTE         Director                         June 30, 1998
Arend J. Sandbulte

/s/ JOHN M. SEIDL              Director                         June 30, 1998
John M. Seidl




                                       6
<PAGE>

                               EXHIBIT INDEX

     The following exhibits are filed as part of this Registration Statement:


Exhibit No.                  Description                     Sequential Page No.
-----------                  -----------                     -------------------

4.1            St. Mary Land & Exploration Company Employee                   8
               Stock Purchase Plan

5.1            Opinion of Cohen Brame & Smith Professional                   17
               Corporation

23.1           Consent of Arthur Andersen LLP, independent                   18
               public accountants

23.2           Consent of Coopers & Lybrand L.L.P., independent              19
               accountants

23.3           Consent of Cohen Brame & Smith Professional                   17
               Corporation (included in exhibit 5.1)

24.1           Power of Attorney (included in Part II of this                5
               Registration Statement)



                                       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"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-58273", "film-number": "98659045"}, "business-address": {"street1": "1776 LINCOLN ST STE 1100", "city": "DENVER", "state": "CO", "zip": "80203", "phone": "3038618140"}}
As filed with the Securities and Exchange Commission on July 1, 1998

                                   Securities Act Registration No. 333-_________
                                                                                

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                         FORM S-8 REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                      ST. MARY LAND & EXPLORATION COMPANY 
             (Exact Name of Registrant as Specified in its Charter)

        Delaware                      1311                       41-0518430     
 (State or Other Juris-       (Standard Industrial           IRS Employer Iden-
diction of Incorporation)         Code Number)               tification Number)

                         1776 Lincoln Street, Suite 1100
                             Denver, Colorado 80203
                                 (303) 861-8140
                              fax: (303) 861-0934 
          (Address, Including Zip Code, and Telephone Number, Including
             Area Code, of Registrant's Principal Executive Offices)

                       St. Mary Land & Exploration Company
                          Employee Stock Purchase Plan 
                            (Full Title of the Plans)

           Mark A. Hellerstein, President and Chief Executive Officer
                         1776 Lincoln Street, Suite 1100
                             Denver, Colorado 80203
                                 (303) 861-8140
                              fax: (303) 861-0934 
            (Name, Address and Telephone Number of Agent for Service)

                                   Copies to:

                             Roger V. Davidson, Esq.
                             Andrew L. Pidcock, Esq.
                  Cohen Brame & Smith Professional Corporation
                         1700 Lincoln Street, Suite 1800
                             Denver, Colorado 80203
                                 (303) 837-8800
                               fax: (303) 894-0475
________________________________________________________________________________

                         CALCULATION OF REGISTRATION FEE
________________________________________________________________________________

Title of Each Class Proposed Maximum Proposed Maximum  Aggregate    Amount of
  of Securities to    Amount to be   Offering Price    Offering    Registration
   be Registere        Registered      Per Share       Price (1)       Fee
------------------- ---------------- ---------------- ----------- -------------
 $.01 par value         500,000        $24.75(2)      $12,375,000    $4,195
  common  stock        shares (1)                         (1)
________________________________________________________________________________
(1)  The number of shares of common  stock set forth is the  maximum  allowed in
     aggregate  of  shares  available  for  issuance  under the  Employee  Stock
     Purchase Plan.  This  Registration  Statement also covers an  indeterminate
     number of additional  shares as may be issuable under the Plan by reason of
     adjustments  in the number of shares  covered  thereby as  described in the
     Plan and Prospectus.

(2)  For the purpose of computing the  registration fee only, the price shown is
     based  upon  the  price  of  $24.75  per  share,  the  closing  bid for the
     Registrant's  common stock on the Nasdaq National Market System on June 26,
     1998 in accordance with Rule 457(c).

Approximate  date  of  offering  hereunder:  as soon as  practicable  after  the
effective date of this  Registration  Statement.  Pursuant to Rule 416(a) of the
General Rules and Regulations under the Securities Act of 1933, as amended,  the
Prospectus  which is a part of this  Registration  Statement  shall  cover  such
additional  securities as may be offered or issued to prevent dilution resulting
from stock splits, stock dividends or similar transactions.

The Exhibit Index appears on page 7 of the  sequentially  numbered pages of this
Registration  Statement.   This  Registration  Statement,   including  exhibits,
contains 19 pages.

                                       2
PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The Company's  definitive  Proxy  Statement  dated April 16, 1998,  and the
Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997
and the  Company's  Quarterly  Report on Form 10-Q for the fiscal  quarter ended
March 31, 1998,  which have been filed by the Company with the  Commission,  are
incorporated  herein by reference.  All other reports or documents  filed by the
Company pursuant to Sections 13(a) or 15(d) of the Exchange Act since the end of
the fiscal year covered by the  above-mentioned  definitive  Proxy Statement and
Annual Report on Form 10-K are also incorporated herein by reference.  All other
documents  subsequently filed by the Company pursuant to Sections 13(a),  13(c),
14 and 15(d) of the  Securities  Exchange Act of 1934,  prior to the filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference in the  Registration  Statement and to be a part
hereof from the date of filing of such documents.

     The  class  of  securities  to be  offered  pursuant  to this  Registration
Statement is the  Company's  common  stock,  par value $.01 per share,  which is
registered  under Section 12. The  description of the Company's  common stock is
contained in the Company's  Registration  Statement filed pursuant to Section 12
of the Securities  Exchange Act of 1934 and is incorporated herein by reference,
including any subsequent amendments or reports filed for the purpose of updating
such description.

Item 4. Description of Securities

     The class of securities  to be offered is  registered  under Section 12 and
described under Item 3.

Item 5. Interests of Named Experts and Counsel

     Named  experts and counsel do not have a  substantial  interest,  direct or
indirect,  in the  Company or any of its  parents or  subsidiaries  and were not
connected with the Company or any of its parents or  subsidiaries as a promoter,
managing underwriter (or any principal underwriter),  voting trustee,  director,
officer or employee.

Item 6. Indemnification of Directors and Officers

     Directors,  officers or employees of the Company or persons  serving at its
request as directors, officers or employees of another corporation or enterprise
are entitled to  indemnification as provided in the Certificate of Incorporation
of the  Company,  which  provides  for  indemnification  to the  fullest  extent
permitted under the Delaware General Corporation Law. These provisions are broad
enough to permit  indemnification of such persons from liabilities arising under
the Securities Act of 1933.

Item 7. Exemption from Registration Claimed

     Not applicable.

Item 8. Exhibits

     Reference is made to the Exhibit Index appearing on Page 7.

                                       3
Item 9. Undertakings

     The undersigned Registrant hereby undertakes:

          (1) To include any  material  information  with respect to the plan of
     distribution not previously disclosed in the Registration  Statement or any
     material change to such information in the Registration Statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities Act of 1933, each such post-effective  amendment shall be deemed
     to be a new  Registration  Statement  relating  to the  securities  offered
     therein,  and the offering of such  securities at that time shall be deemed
     to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering.

     The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and  where  applicable,  each  filing  of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     The  undersigned  Registrant  hereby  undertakes  that  prior to any public
reoffering  of  the  securities  registered  hereunder  through  the  use  of  a
prospectus  which is a part of this  Registration  Statement,  by any  person or
party who is deemed to be an underwriter  within the meaning of Rule 145(c), the
issuer  undertakes that such reoffering  prospectus will contain the information
called for by the  applicable  registration  form with respect to reofferings by
persons who may be deemed  underwriters,  in addition to the information  called
for by the other items of the applicable form.

     The Registrant  undertakes that every prospectus (i) that is filed pursuant
to the  paragraph  immediately  preceding,  or (ii)  that  purports  to meet the
requirements  of  section  10(a)3 of the  Securities  Act of 1933 and is used in
connection with an offering of securities  subject to Rule 415, will be filed as
a part of an amendment to the Registration  Statement and will not be used until
such amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933,  each such  post-effective  amendment shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     In the event that an appendix is utilized by the undersigned  Registrant to
update information in the prospectus,  the undersigned issuer hereby undertakes:
(a) to provide  individuals  who have already  received copies of the prospectus
with  a copy  of any  such  current  appendix,  (b)  to  furnish  an  additional
prospectus, upon request, to anyone who has misplaced or discarded the old copy,
(c) to  supply  new  participants  in the plan with  both the  prospectus  and a
current appendix,  and (d) to file copies of such appendices with the Commission
in accordance with Rule 424(c).

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       4
SIGNATURES

     In  accordance  with the  requirements  of the  Securities  Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets  all the  requirements  for  filing on Form S-8,  and  authorized  this
Registration  Statement  to be signed on its behalf by the  undersigned,  in the
City of Denver, Colorado on the 30th day of June, 1998.

                                            ST. MARY LAND & EXPLORATION COMPANY

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

                                POWER OF ATTORNEY

     Each person whose individual signature appears below hereby constitutes and
appoints Mark A. Hellerstein as his true and lawful  attorney-in-fact  with full
power of  substitution  to  execute  in the name and on behalf  of such  person,
individually  and in  each  capacity  stated  below,  and to  file,  any and all
amendments to this Registration Statement,  including any and all post-effective
amendments.

     In  accordance  with the  requirements  of the  Securities  Act of 1933, as
amended,  this  Registration  Statement on Form S-8 was signed by the  following
persons in the capacities and on the dates indicated.

           Signature                Title                         Date
           ---------                -----                         ----

/s/ THOMAS E. CONGDON          Chairman of the Board of         June 30, 1998
Thomas E. Congdon              Directors and Director

/s/ MARK A. HELLERSTEIN        President and Chief Executive    June 30, 1998
Mark A. Hellerstein            Officer and Director

/s/ RONALD D. BOONE            Executive Vice-President, Chief  June 30, 1998
Ronald D. Boone                Operating Officer and Director

/s/ RICHARD C. NORRIS          Vice-President, Treasurer and    June 30, 1998
Richard C. Norris              Chief Accounting Officer

/s/ DAVID L. HENRY             Vice-President and Chief         June 30, 1998
David L. Henry                 Financial Officer

/s/ LARRY W. BICKLE            Director                         June 30, 1998
Larry W. Bickle

/s/ DAVID C. DUDLEY            Director                         June 30, 1998
David C. Dudley

/s/ RICHARD C. KRAUS           Director                         June 30, 1998
Richard C. Kraus

                                       5
Signature                Title                         Date
           ---------                -----                         ----

/s/ JAMES NICHOLSON            Director                         June 30, 1998
R. James Nicholson

/s/ AREND J. SANDBULTE         Director                         June 30, 1998
Arend J. Sandbulte

/s/ JOHN M. SEIDL              Director                         June 30, 1998
John M. Seidl

                                       6
EXHIBIT INDEX

     The following exhibits are filed as part of this Registration Statement:

Exhibit No.                  Description                     Sequential Page No.
-----------                  -----------                     -------------------

4.1            St. Mary Land & Exploration Company Employee                   8
               Stock Purchase Plan

5.1            Opinion of Cohen Brame & Smith Professional                   17
               Corporation

23.1           Consent of Arthur Andersen LLP, independent                   18
               public accountants

23.2           Consent of Coopers & Lybrand L.L.P., independent              19
               accountants

23.3           Consent of Cohen Brame & Smith Professional                   17
               Corporation (included in exhibit 5.1)

24.1           Power of Attorney (included in Part II of this                5
               Registration Statement)

                                       7