As filed with the Securities and Exchange Commission on April 20, 2000
                                   Securities Act Registration No. 333-_________
                                           Exchange Act Registration No. 0-20872

================================================================================

                                  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                             41-0518430
   (State or other jurisdiction                  (IRS Employer
        of incorporation or                   Identification No.)
           organization)

                         1776 Lincoln Street, Suite 1100
                             Denver, Colorado 80203
          (Address of Principal Executive Offices, including Zip Code)

                       St. Mary Land & Exploration Company
                                Stock Option Plan
                                       and
                       St. Mary Land & Exploration Company
                           Incentive Stock Option Plan
                            (Full title of the plans)

                               Mark A. Hellerstein
                      President and Chief Executive Officer
                       St. Mary Land & Exploration Company
                         1776 Lincoln Street, Suite 1100
                             Denver, Colorado 80203
                     (Name and address of agent for service)

                                 (303) 861-8140
          (Telephone number, including area code, of agent for service)


<PAGE>




                         CALCULATION OF REGISTRATION FEE

                                Proposed Proposed

                                 Maximum maximum
<TABLE>
<CAPTION>
     Title of securities      Amount to be         offering price      aggregate offering        Amount of
      to be registered         registered             per share             price(1)         registration fee
      ----------------         ----------             ---------             --------         ----------------
<S>                          <C>                      <C>                 <C>                    <C>
        Common stock         950,000 shares           $33.25(1)           $31,587,500            $8,339(2)
</TABLE>
$.01 par value
(1) Solely for the purpose of computing the  registration fee in accordance with
Rule  457(h),  the price shown is based upon the price of $33.25 per share,  the
average of the high and low selling prices for the registrant's  common stock as
reported on the Nasdaq National Market System on April 18, 2000.

(2)  Calculated  under  Section  6(b)  of  the  Securities  Act  as  .000264  of
$31,587,500.


         This   registration   statement   relates  to  the   previously   filed
registration  statement  discussed  below  and  is  being  filed  under  General
Instruction  E. of Form S-8 in order to register  additional  shares of the same
class as other securities for which a registration  statement filed on this form
relating to the same employee benefit plan is effective.

         On June 25, 1997, the registrant filed a registration statement on Form
S-8 (File No.  333-30055)  to register  754,614  shares of common  stock,  which
included  shares of common stock which were  issuable  under the St. Mary Land &
Exploration  Company Stock Option Plan and St. Mary Land &  Exploration  Company
Incentive  Stock Option Plan.  The contents of that  registration  statement are
incorporated by reference into this  registration  statement.  The registrant is
now filing this  separate  registration  statement  to  register  an  additional
950,000  shares of common  stock  which may be issued  under the St. Mary Land &
Exploration Company Stock Option Plan and St. Mary Incentive Stock Option Plan.


<PAGE>



Item 8.  Exhibits.

         The  following  exhibits  are  furnished  as part of this  registration
statement:

 Exhibit
    No.   Description
--------- -----------
     5.1  Opinion of Ballard Spahr Andrews & Ingersoll, LLP*
     23.1 Consent of Arthur Andersen LLP*
     23.2 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in Exhibit
          5.1)*
     23.3 Consent of Ryder Scott Company, L.P.*
     24.1 Power of Attorney (included on signature page hereof)*
     99.1 St. Mary Land &  Exploration  Company Stock Option Plan, as amended on
          March 25, 1999 and January 27, 2000*
     99.2 St. Mary Land & Exploration  Company  Incentive  Stock Option Plan, as
          amended on March 25, 1999 and January 27, 2000*
----------------------------
* Filed herewith.

<PAGE>

                                   SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Denver, State of Colorado, on April 20, 2000.

                                           ST. MARY LAND & EXPLORATION COMPANY

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


                                POWER OF ATTORNEY

         Each  person  whose   signature   appears   below  hereby   authorizes,
constitutes   and   appoints   Mark  A.   Hellerstein   his  true   and   lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his own name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments and other amendments
thereto) to this  registration  statement on Form S-8 and to file the same, with
all exhibits  thereto and other  documents  in  connection  therewith,  with the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and authority to do and perform each and every act and thing as
he  could  do  in  person,   hereby  ratifying  and  confirming  all  that  said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

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

/s/ THOMAS E. CONGDON    Chairman of the Board and Director       April 18, 2000
---------------------
Thomas E. Congdon

/s/ MARK A. HELLERSTEIN  President, Chief Executive Officer       April 20, 2000
-----------------------  and Director
Mark A. Hellerstein

/s/ RONALD D. BOONE      Executive Vice President, Chief          April 18, 2000
-------------------      Operating Officer and Director
Ronald D. Boone

<PAGE>



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

/s/ RICHARD C. NORRIS    Vice President - Finance, Secretary      April 19, 2000
---------------------    and Treasurer
Richard C. Norris

/s/ GARRY A. WILLKENING  Vice President - Administration          April 19, 2000
-----------------------  and Controller
Garry A. Wilkening

                         Director
-------------------
Larry W. Bickle

/s/ DAVID S. DUDLEY      Director                                 April 19, 2000
-------------------
David C. Dudley

/s/ ROBERT L. NANCE      Director                                 April 19, 2000
-------------------
Robert L. Nance

/s/ R. JAMES NICHOLSON   Director                                 April 18, 2000
----------------------
R. James Nicholson

                         Director
----------------------
Arend J. Sandbulte

                         Director
-----------------
John M. Seidl

                         Director
-------------
Jack Hunt

                         Director
-----------------------
William J. Gardiner
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 RE: STOCK OPTION PLANS", "secsgml_size_bytes": 8706}]
{"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": "333-35352", "film-number": "606418"}, "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 April 20, 2000
                                   Securities Act Registration No. 333-_________
                                           Exchange Act Registration No. 0-20872

================================================================================

                                  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                             41-0518430
   (State or other jurisdiction                  (IRS Employer
        of incorporation or                   Identification No.)
           organization)

                         1776 Lincoln Street, Suite 1100
                             Denver, Colorado 80203
          (Address of Principal Executive Offices, including Zip Code)

                       St. Mary Land & Exploration Company
                                Stock Option Plan
                                       and
                       St. Mary Land & Exploration Company
                           Incentive Stock Option Plan
                            (Full title of the plans)

                               Mark A. Hellerstein
                      President and Chief Executive Officer
                       St. Mary Land & Exploration Company
                         1776 Lincoln Street, Suite 1100
                             Denver, Colorado 80203
                     (Name and address of agent for service)

                                 (303) 861-8140
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE

                                Proposed Proposed

                                 Maximum maximum
Title of securities      Amount to be         offering price      aggregate offering        Amount of
      to be registered         registered             per share             price(1)         registration fee
      ----------------         ----------             ---------             --------         ----------------
Common stock         950,000 shares           $33.25(1)           $31,587,500            $8,339(2)
$.01 par value
(1) Solely for the purpose of computing the  registration fee in accordance with
Rule  457(h),  the price shown is based upon the price of $33.25 per share,  the
average of the high and low selling prices for the registrant's  common stock as
reported on the Nasdaq National Market System on April 18, 2000.

(2)  Calculated  under  Section  6(b)  of  the  Securities  Act  as  .000264  of
$31,587,500.

         This   registration   statement   relates  to  the   previously   filed
registration  statement  discussed  below  and  is  being  filed  under  General
Instruction  E. of Form S-8 in order to register  additional  shares of the same
class as other securities for which a registration  statement filed on this form
relating to the same employee benefit plan is effective.

         On June 25, 1997, the registrant filed a registration statement on Form
S-8 (File No.  333-30055)  to register  754,614  shares of common  stock,  which
included  shares of common stock which were  issuable  under the St. Mary Land &
Exploration  Company Stock Option Plan and St. Mary Land &  Exploration  Company
Incentive  Stock Option Plan.  The contents of that  registration  statement are
incorporated by reference into this  registration  statement.  The registrant is
now filing this  separate  registration  statement  to  register  an  additional
950,000  shares of common  stock  which may be issued  under the St. Mary Land &
Exploration Company Stock Option Plan and St. Mary Incentive Stock Option Plan.
Item 8.  Exhibits.

         The  following  exhibits  are  furnished  as part of this  registration
statement:

 Exhibit
    No.   Description
--------- -----------
     5.1  Opinion of Ballard Spahr Andrews & Ingersoll, LLP*
     23.1 Consent of Arthur Andersen LLP*
     23.2 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in Exhibit
          5.1)*
     23.3 Consent of Ryder Scott Company, L.P.*
     24.1 Power of Attorney (included on signature page hereof)*
     99.1 St. Mary Land &  Exploration  Company Stock Option Plan, as amended on
          March 25, 1999 and January 27, 2000*
     99.2 St. Mary Land & Exploration  Company  Incentive  Stock Option Plan, as
          amended on March 25, 1999 and January 27, 2000*
----------------------------
* Filed herewith.
SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Denver, State of Colorado, on April 20, 2000.

                                           ST. MARY LAND & EXPLORATION COMPANY

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

                                POWER OF ATTORNEY

         Each  person  whose   signature   appears   below  hereby   authorizes,
constitutes   and   appoints   Mark  A.   Hellerstein   his  true   and   lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his own name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments and other amendments
thereto) to this  registration  statement on Form S-8 and to file the same, with
all exhibits  thereto and other  documents  in  connection  therewith,  with the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and authority to do and perform each and every act and thing as
he  could  do  in  person,   hereby  ratifying  and  confirming  all  that  said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

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

/s/ THOMAS E. CONGDON    Chairman of the Board and Director       April 18, 2000
---------------------
Thomas E. Congdon

/s/ MARK A. HELLERSTEIN  President, Chief Executive Officer       April 20, 2000
-----------------------  and Director
Mark A. Hellerstein

/s/ RONALD D. BOONE      Executive Vice President, Chief          April 18, 2000
-------------------      Operating Officer and Director
Ronald D. Boone
Signature                         Title                           Date
     ---------                         -----                           ----

/s/ RICHARD C. NORRIS    Vice President - Finance, Secretary      April 19, 2000
---------------------    and Treasurer
Richard C. Norris

/s/ GARRY A. WILLKENING  Vice President - Administration          April 19, 2000
-----------------------  and Controller
Garry A. Wilkening

                         Director
-------------------
Larry W. Bickle

/s/ DAVID S. DUDLEY      Director                                 April 19, 2000
-------------------
David C. Dudley

/s/ ROBERT L. NANCE      Director                                 April 19, 2000
-------------------
Robert L. Nance

/s/ R. JAMES NICHOLSON   Director                                 April 18, 2000
----------------------
R. James Nicholson

                         Director
----------------------
Arend J. Sandbulte

                         Director
-----------------
John M. Seidl

                         Director
-------------
Jack Hunt

                         Director
-----------------------
William J. Gardiner