EXHIBIT 10.1

                               FIRST AMENDMENT TO
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                     ST. MARY LAND & EXPLORATION COMPANY
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                          EMPLOYEE STOCK PURCHASE PLAN
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          First Amendment to the St. Mary Land & Exploration Company
Employee Stock Purchase Plan ("Plan") effective January 1, 1998 and adopted by
the Board of Directors of St. Mary Land & Exploration Company on September
18, 1997.

          Pursuant to Article XIII of the Plan, the Board of Directors may at
any time amend or modify the Plan provided that such amendment or modification
does not adversely affect any outstanding option. The Board of Directors hereby
modifies the Plan as follows:

          1. Section 2.10 of the Plan shall be amended in its entirety to read
as follows:

             "Stock" shall mean shares of the Company's common stock subject to
             this Plan, except that the sale of any shares purchased pursuant to
             this Plan shall be generally subject to the condition that such
             shares have been held for a period of eighteen months prior to
             their sale or other disposition as provided in Section 5.3.

          2. A new Section 5.3 to the Plan shall be added as follows:

             5.3 Restricted Shares. No shares of Stock issued under the Plan may
             be disposed of by sale, pledge or any other transfer for a period
             of eighteen months following the Offering Termination Date upon
             which such shares are deemed to have been acquired pursuant to
             Section 9.1 except that such shares of Stock may be sold at any
             time following the death of the Participant or upon the disability
             of the Participant. For this purpose, a Participant shall be
             considered disabled if he or she is unable to perform any
             substantial portion of the duties for which he or she is employed
             by the Company for a period of 90 days. The Company may require
             that an employee furnish reasonable medical evidence establishing
             the disability of such employee. Notwithstanding the foregoing,
             shares of Stock may be transferred, without consideration, pursuant
             to the laws of descent and distribution and for customary estate
             planning purposes and such shares of Stock shall, in the hands of
             the transferee, continue to be bound by the restrictions set forth
             in this section 5.3.

          3. A new Section 5.4 to the Plan shall be added as follows:

             5.4 Legend. The Company may take any steps to restrict the sale of
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             shares of Stock issued to a Participant under this Plan as it
             determines including, without limitation, affixing a legend
             restricting the sale of the Stock on any certificate therefore.

          4. The amendments made herein shall be effective with respect to all
Stock purchases occurring after July 1, 2001.

          5. In all other respects, the Plan is republished and reaffirmed.
Capitalized terms used but not defined herein shall have the meanings ascribed
to such terms in the Plan.

          This Amendment to the Employee Stock Purchase Plan was adopted by the
Board of Directors of St. Mary Land & Exploration Company on February 27,
2001.


                                         ST. MARY LAND & EXPLORATION COMPANY


                                         By: /S/ GARRY A. WILKENING
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                                         Title: Vice President - Administration