April 1, 2001


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

RE:      St. Mary Land & Exploration Company
         File No. 0-20872

Ladies and Gentlemen:

         Transmitted herewith is St. Mary Land & Exploration Company's Proxy
Statement submitted on Schedule 14A. The Company intends to send the Proxy
Statement to its Shareholders' on or about April 15, 2002.


Very truly yours,

/s/ RICHARD C. NORRIS

Richard C. Norris
Vice President - Finance,
Secretary and Treasurer









                         SCHEDULE 14A INFORMATION


        Proxy Statement Pursuant to Section 14(a) of the Securities and
                              Exchange Act of 1934


Filed by the Registrant                         [ X ]
Filed by a Party other than the Registrant      [   ]


Check the appropriate box:

 [ X ] Preliminary Proxy Statement
 [   ] Confidential, for Use of the Commission Only (as permitted
          by Rule 14a-6(e)(2))
 [   ] Definitive Proxy Statement
 [   ] Definitive Additional Materials
 [   ] Soliciting Material Pursuant to Section 240.14a-11(c) or
          Section 240.14a-12


                       ST. MARY LAND & EXPLORATION COMPANY
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
     (Name of Person(s) Filing Proxy Statement if other than the Registrant)


Payment of Filing Fee (check the appropriate box):

 [ X ] No fee required.

 [   ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

     1)   Title of each class of securities to which transaction applies:

          -------------------------------------------------------

     2)   Aggregate number of securities to which transaction applies:

          -------------------------------------------------------

     3)   Per unit price or other underlying value of transaction computed
          pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
          filing fee is calculated and state how it was determined):

          -------------------------------------------------------

     4)   Proposed maximum aggregate value of transaction:

          -------------------------------------------------------

     5)   Total fee paid:

          -------------------------------------------------------

 [ ] Fee paid previously with preliminary materials.

 [ ] Check box if any part of the fee is offset as provided by Exchange Act
     Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
     paid previously. Identify the previous filing by registration statement
     number, or the Form or Schedule and the date of its filing.

     1)   Amount Previously Paid:

          -------------------------------------------------------

     2)   Form, Schedule or Registration Statement Number:

          -------------------------------------------------------

     3)   Filing party:

          -------------------------------------------------------

     4)   Date filed:

          -------------------------------------------------------


                                                                April 12, 2002



Dear Stockholder:

         You are cordially invited to attend the 2002 annual meeting of
stockholders, which will be held in the Tabor-Stratton Room of the Brown Palace
Hotel, 321 Seventeenth Street, Denver, Colorado on Wednesday, May 22, 2002 at
3:00 p.m. local time.

         At the meeting you and the other stockholders will vote on the election
of nine directors and approval of an amendment to the certificate of
incorporation to authorize the issuance of up to a total of 5,000,000 shares of
preferred stock. You will also have the opportunity to hear reports on St.
Mary's operations and to ask questions of general interest. You can find other
detailed information about the meeting in the accompanying proxy statement, and
can find detailed information about St. Mary in the enclosed annual report.

         Please complete and sign the enclosed proxy card and return it promptly
in the accompanying envelope. This will ensure that your shares are represented
at the meeting even if you cannot attend. Returning your proxy card to us will
not prevent you from voting in person at the meeting if you are present and wish
to do so.

         Thank you for your cooperation in returning your proxy card as promptly
as possible. We hope to see many of you at our meeting in Denver.


                                                        Very truly yours,

                                                        /s/ THOMAS E. CONGDON

                                                        Thomas E. Congdon
                                                        Chairman





                       St. Mary Land & Exploration Company
                         1776 Lincoln Street, Suite 1100
                             Denver, Colorado 80203

        -----------------------------------------------------------------

                    Notice of Annual Meeting of Stockholders
        -----------------------------------------------------------------

                                                             May 22, 2002


To All Stockholders:

         The 2002 annual meeting of the stockholders of St. Mary Land &
Exploration Company will be held in the Tabor-Stratton Room of the Brown Palace
Hotel, 321 Seventeenth Street, Denver, Colorado on Wednesday, May 22, 2002 at
3:00 p.m. local time. The purposes of the meeting are:

         1.   To elect nine directors to serve during the next year,
         2.   To vote on an amendment to the certificate of incorporation to
              authorize the issuance of up to a total of 5,000,000 shares of
              preferred stock with such powers, preferences, rights and
              limitations as the board of directors may designate from time to
              time, and
         3.   To transact any other business which may properly come before the
              meeting.

      Only stockholders of record at the close of business on April 5, 2002 may
vote at this meeting.

      Please sign, date and return the accompanying proxy card in the enclosed
envelope as soon as possible. Any stockholder who returns their proxy can revoke
it at any time before the vote is taken at the meeting.


                                         By Order of the Board of Directors
                                         St. Mary Land & Exploration Company

                                         /s/ RICHARD C. NORRIS

                                         Richard C. Norris
                                         Secretary
Denver, Colorado
April 12, 2002



                        Proxy Statement Table of Contents


                                                                            Page
                                                                            ----
General....................................................................   1
Purpose of the Annual Meeting..............................................   1
Who Can Vote...............................................................   1
How to Vote................................................................   1
Revoking a Proxy...........................................................   2
Quorum and Voting Requirements.............................................   2
Payment of Proxy Solicitation Costs........................................   2
Election of Directors......................................................   3
Nominees for Election as Directors.........................................   3
Board and Committee Meetings...............................................   4
Director Compensation......................................................   6
Stock Ownership of Management..............................................   7
Audit Committee Report.....................................................   8
Executive Compensation.....................................................   9
Summary Compensation Table.................................................   9
2001 Option Grants.........................................................  10
Aggregated Option/SAR Exercises in 2001....................................  10
Report of the Compensation Committee on Executive Compensation.............  11
Retirement Plans...........................................................  13
Performance Graph..........................................................  14
Employment Agreements and Termination of Employment and Change-in-Control
   Arrangements............................................................  15
Certain Relationships and Related Transactions.............................  15
Other Matters to be Voted On...............................................  16
Section 16(a) Beneficial Ownership Reporting Compliance....................  18
Independent Accountants....................................................  18
Future Stockholder Proposals...............................................  18
Other Matters..............................................................  19
Annex A: Certificate of Amendment to the Restated Certificate of
    Incorporation..........................................................  20
Annex B: St. Mary Charter of the Audit Committee...........................  23




                     St. Mary Land & Exploration Company
                         1776 Lincoln Street, Suite 1100
                             Denver, Colorado 80203
                                 (303) 861-8140


                                 Proxy Statement
                            ------------------------

General

     This proxy statement contains information about the 2002 annual meeting of
stockholders of St. Mary Land & Exploration Company to be held in the
Tabor-Stratton Room of the Brown Palace Hotel, 321 Seventeenth Street, Denver,
Colorado on Wednesday, May 22, 2002 at 3:00 p.m. local time. The St. Mary board
of directors is using this proxy statement to solicit proxies for use at the
annual meeting. In this proxy statement "St. Mary" and "the Company" both refer
to St. Mary Land & Exploration Company. This proxy statement and the
enclosed proxy card are being mailed to you on or about April 15, 2002.

Purpose of the Annual Meeting

         At the Company's annual meeting, stockholders will vote on

       o   the election of directors as outlined in the accompanying notice of
           meeting,

       o   to approve an amendment to the certificate of incorporation to
           authorize the issuance of up to a total of 5,000,000 shares of
           preferred stock with such powers, preferences, rights and limitations
           as the board of directors may designate from time to time, and

       o   on any other business that properly comes before the meeting.

     As of the date of this proxy statement, the Company is not aware of any
business to come before the meeting other than the items noted above.

Who Can Vote

     Only stockholders of record at the close of business on the record date of
April 5, 2002 are entitled to receive notice of the annual meeting and to vote
the shares of St. Mary common stock they held on that date. As of April 5, 2002,
there were 27,808,151 shares of St. Mary common stock issued and outstanding.
Holders of St. Mary common stock are entitled to one vote per share and are not
allowed to cumulate votes in the election of directors. The enclosed proxy card
shows the number of shares that you are entitled to vote.

How to Vote

     If your shares of St. Mary common stock are held by a broker, bank or other
nominee (in "street name"), you will receive information from them on how to
instruct them to vote your shares.

     If you hold shares of St. Mary common stock in your own name (as a
"stockholder of record"), you may give instructions on how your shares are to be

                                       1

voted by marking, signing, dating and returning the enclosed proxy card in the
accompanying postage-paid envelope.

     A proxy, when executed and not revoked, will be voted in accordance with
its instructions. If no instructions are given, proxies will be voted FOR
management's slate of directors and the amendment to the certificate of
incorporation to authorize the issuance of preferred stock.

Revoking a Proxy

     You may revoke a proxy before the vote is taken at the meeting by:

       o   submitting a new proxy with a later date,
       o   by voting at the meeting, or
       o   by filing a written revocation with St. Mary's corporate secretary.

      Your attendance at the annual meeting will not automatically revoke your
proxy.

Quorum and Voting Requirements

     A quorum of stockholders is necessary to hold a valid meeting. A quorum
will exist if stockholders of one-third of the outstanding shares of common
stock are present at the meeting in person or by proxy. Abstentions and broker
"non-votes" count as present for establishing a quorum. A broker non-vote occurs
on a matter when a broker is not permitted to vote on that matter without
instruction from the beneficial owner of the shares and no instruction is given.
Shares held by St. Mary in its treasury are not entitled to vote and do not
count toward a quorum. If a quorum is not present, the meeting may be adjourned
until a quorum is obtained.

     The affirmative vote of a majority of shares entitled to vote at the
meeting will be required to amend the certificate of incorporation to authorize
the issuance of up to a total of 5,000,000 shares of preferred stock with such
powers, preferences, rights and limitations as the board of directors may
designate from time to time. If a quorum is present, the affirmative vote of a
majority of shares represented in person or by proxy will be required to elect
the directors and to decide any other matter which may properly be submitted to
a vote at the meeting. Accordingly, any shares present but not voted, including
abstentions and broker non-votes, will have the same effect as shares voted
against approval.

Payment of Proxy Solicitation Costs

     St. Mary will pay all costs of soliciting proxies. The solicitation will be
made by mail. In addition to mailing proxy solicitation material, St. Mary
officers, directors and employees may also solicit proxies in person, by
telephone, or by other electronic means of communication. St. Mary will ask
banks, brokers, other institutions, nominees, and fiduciaries to forward the

                                       2

proxy material to their principals and to obtain authority to execute proxies.
St. Mary will reimburse them for expenses.

                              ELECTION OF DIRECTORS

     All directors of the Company are elected annually. At this meeting, nine
directors are to be elected to serve for one year or until their successors are
elected and qualified. The Company's nominees for these directorships are
identified below, all but one of whom are currently serving in that capacity.

     The board of directors as a whole acts as the nominating committee,
selecting the director nominees. The board performed its nominating committee
functions during the course of regular meetings of the full board of directors
in early 2002. They will consider suggestions by stockholders of possible future
nominees. Such suggestions should be delivered on or before November 1 in any
year before the next annual meeting. In addition, St. Mary's by-laws permit
stockholders to nominate directors for election at an annual meeting, provided
that advance written notice of the nomination containing the information
required under the by-laws is received by the Secretary of St. Mary not less
than 75 days nor more than 105 days before the first anniversary date of the
immediately preceding annual meeting. Accordingly, proper notice of a
stockholder nomination for election as director at the 2003 annual meeting must
be received by St. Mary between February 6, 2003 and March 8, 2003.

     The proxies will be voted in favor of the nominees unless a contrary
specification is made in the proxy. All nominees have consented to serve as
directors of the Company if elected. However, if any nominee is unable to serve
or for good cause will not serve as a director, the persons named in the proxy
intend to vote in their discretion for a substitute who will be designated by
the board of directors.

     The board of directors recommends voting "For" electing the nominees.

                       NOMINEES FOR ELECTION AS DIRECTORS

     Biographical information, including principal occupation and business
experience during the last five years, of each nominee for director is set forth
below. Unless otherwise stated the principal occupation of each nominee has been
the same for the past five years.
                                                                                                 Director
                                                                                      Age          Since
- -------------------------------------------------------------------------------- ------------- ------------
  Thomas  E.  Congdon   has served   the  Company  as an  officer  and  director       75          1966
  since  1966,  including  service as  its President and Chief Executive Officer
  for  more   than  25  years.  Mr. Congdon  is  also  a  director,  officer  or
  general   partner  of a number of family corporations and  partnerships  which
  produce iron ore and agricultural products,  manage  marketable securities and
  own and operate developed real estate.
- -------------------------------------------------------------------------------- ------------- ------------
  Mark  A.  Hellerstein  joined  the  Company  in  September 1991  and served as       49          1992
  Executive  Vice  President  and Chief  Financial  Officer  until May 1992,  at
  which  time  he  was  elected  President  and  a director of the Company.  Mr.
  Hellerstein  was elected Chief  Executive Officer of the  Company in May 1995.
  He also  served as Chairman of the Board of Summo Minerals, a  publicly traded
  copper mining company, from 1995 to 1998.
- -------------------------------------------------------------------------------- ------------- ------------
  Ronald D. Boone has  served the  Company as  Executive  Vice  President  since       54          1996
  1990,  as Chief Operating  Officer since 1992 and as a director of the Company
  since 1996.
- -------------------------------------------------------------------------------- ------------- ------------
                                       3

                                                                                                 Director
                                                                                      Age          Since
- -------------------------------------------------------------------------------- ------------- ------------
  Barbara  M. Baumann  is currently  Executive  Vice President and co-manager of       46            -
  Associated  Energy  Managers  LLC,  a $100 million  oil and gas private equity
  fund.  She has held that position since 2001. Ms. Baumann was employed for the
  prior eighteen years by BP Amoco, most recently  as the  Commercial Operations
  Manager in the Western Business Unit.
- -------------------------------------------------------------------------------- ------------- ------------
  Larry W. Bickle is currently Managing Director of Haddington Ventures, L.L.C.,       56          1995
  a  private  company that invests in midstream  energy companies and assets. He
  has held that  position since June 1997. He  is also a Director of  Unisource,
  Inc.,  the holding  company for Tucson  Electric. He was the  founder  and was
  Chairman and Chief  Executive Officer of TPC  Corporation, a NYSE gas storage,
  transportation and marketing company from 1984 to May 1997.
- -------------------------------------------------------------------------------- ------------- ------------
  William  J. Gardiner  was  appointed  to  serve  on the  board of directors in       48          1999
  December  1999, following  St. Mary's  acquisition of  King Ranch Energy.  Mr.
  Gardiner is currently Vice President - Chief Financial  Officer of King Ranch,
  Inc.  Before his  employment  with King  Ranch in 1996,  Mr.  Gardiner  served
  as  Executive  Vice  President  and  Chief  Financial Officer of CRSS, Inc., a
  publicly  traded  independent  power  producer.  He  was employed  by CRSS for
  approximately 20 years.
- -------------------------------------------------------------------------------- ------------- ------------
  Robert  L. Nance  has since  1969  served as  President  and  Chief  Executive       65          1999
  Officer of Nance Petroleum Corporation, a wholly owned  subsidiary of St. Mary
  since June 1999. He was  appointed  to the board in November  1999.  Mr. Nance
  also  serves on  the boards of  MDU Resources Group, Inc. and First Interstate
  Bank - Montana
- -------------------------------------------------------------------------------- ------------- ------------
  Arend J.  Sandbulte  has served as a director of the Company  since 1989. From       68          1989
  1964 to 1996, he was employed  by ALLETE,  Inc.  (formerly  Minnesota  Power),
  a  publicly-held  diversified  services company  (including  electric  utility
  services),  most recently as  its Chairman of  the Board,  President and Chief
  Executive  Officer,  and continues  as a director of  this company, a position
  to which he was first elected in 1983.
- -------------------------------------------------------------------------------- ------------- ------------
  John  M. Seidl  currently  serves  as an  Executive of the  Gordon  and  Betty       63          1994
  Moore Foundation  and  Chairman of Language Line Services  Inc. of  Monterrey,
  California,  an Internet startup  company headquartered in San Francisco.  Mr.
  Seidl has been a director of IOMEGA Corporation, a NYSE  company,  since 1999.
  Mr. Seidl was also  Chairman  of CellNet Data  Systems  from 1994  through May
  1999.  In August 2000  CellNet Data  Systems filed a voluntary  petition under
  Chapter  11  of  the  U.S.  Bankruptcy  Code as part of  an acquisition of its
  assets.
- -------------------------------------------------------------------------------- ------------- ------------

                          BOARD AND COMMITTEE MEETINGS

     The full board of directors met six times during 2001. No director attended
less than 75% of the board and committee meetings held during the director's
tenure on the board and its committees.

     The board has an audit, business plan, compensation and executive
committee. The following table sets forth the members of each committee and the
number of meetings held in 2001:

                                       4

- ------------------------ ---------------- ---------------- ---------------- ----------------
Name                           Audit       Business Plan     Compensation      Executive
- ------------------------ ---------------- ---------------- ---------------- ----------------
Larry W. Bickle                 X
- ------------------------ ---------------- ---------------- ---------------- ----------------
Ronald D. Boone
- ------------------------ ---------------- ---------------- ---------------- ----------------
Thomas E. Congdon                                X                                 X
- ------------------------ ---------------- ---------------- ---------------- ----------------
David C. Dudley                                  X                                 X
- ------------------------ ---------------- ---------------- ---------------- ----------------
William J. Gardiner                                               X
- ------------------------ ---------------- ---------------- ---------------- ----------------
Mark A. Hellerstein                              X                                 X
- ------------------------ ---------------- ---------------- ---------------- ----------------
Jack Hunt**                                      X                                 X
- ------------------------ ---------------- ---------------- ---------------- ----------------
Robert L. Nance
- ------------------------ ---------------- ---------------- ---------------- ----------------
Arend J. Sandbulte              X                X*               X*               X
- ------------------------ ---------------- ---------------- ---------------- ----------------
John M. Seidl                   X*
- ------------------------ ---------------- ---------------- ---------------- ----------------
No. of Meetings in 2001         6                0                2                3
- ------------------------ ----------------- --------------- ---------------- ----------------

*  Chairperson
** Mr. Hunt has decided to not stand for re-election to the board of directors.

     The audit committee assists the board in fulfilling its responsibilities
for financial reporting by the Company. The audit committee recommends the
engagement and discharge of independent auditors, reviews the quarterly
financial results and directs and supervises special investigations when
necessary. The committee reviews with independent auditors the audit plan and
the results of the audit, reviews the independence of the independent auditors,
considers the range of audit fees, and reviews the scope and adequacy of St.
Mary's system of internal accounting controls. See the "Audit Committee Report"
contained in this proxy statement.

     The business plan committee reviews and reports to the board on St. Mary's
long range financial planning, capital structure, capital expenditures and risk
management.

     The compensation committee's primary function is to oversee the
administration of the Company's employee benefit plans and to establish the
Company's compensation policies. The compensation committee recommends to the
board the compensation arrangements for senior management and directors,
adoption of compensation plans in which officers and directors are eligible to
participate, and the granting of stock options or other benefits under
compensation plans. See the "Report of Compensation Committee on Executive
Compensation" contained in this proxy statement.

     The executive committee is vested with the authority to exercise the full
power of the board of directors, within established policies, in the intervals
between meetings of the board of directors. In addition to the general authority
vested in it, the executive committee may be vested with specific power and
authority by resolution of the board of directors.

     Other than the following arrangements for Jack Hunt, a current director who
has decided to not stand for re-election to the board of directors, and William
J. Gardiner, there are no arrangements or understandings between any director
and any other person pursuant to which that director was or is to be elected.

                                       5

Under the merger agreement for the acquisition by St. Mary of King Ranch Energy,
Inc. which was completed in December 1999, St. Mary agreed to:

       o   appoint Mr. Hunt and Mr. Gardiner to the board of directors, and

       o   until March 31, 2001 use reasonable efforts at the time of each
           annual meeting of stockholders to cause Mr. Hunt and Mr. Gardiner to
           be elected to the board of directors. With the expiration of this
           agreement, Mr. Hunt has decided not to stand for re-election.


                              DIRECTOR COMPENSATION

        Employee directors do not receive additional compensation for serving on
the board of directors or any committee. Each non-employee director receives
1,200 shares of St. Mary common stock per year for serving as a director and is
paid $750 for each meeting attended. Non-employee directors serving on a
committee are paid $600 for each committee meeting attended and $375 for
telephonic meetings. Directors are reimbursed for expenses incurred in attending
board and committee meetings.

       Members of the board of directors also participate in the Company's Stock
Option Plan. Non-employee directors currently receive a total number of options
each year equal to the average number of options granted to the two most senior
employees of the Company divided by six. These options have an exercise price
equal to the fair market value of St. Mary common stock on the date of grant and
vest over a three-year period in the same manner as for employee participants,
except that the options of a director who retires after five years of service
shall become fully vested upon retirement. For 2001, each non-employee director
was granted under this arrangement an option to purchase 6,542 shares of St.
Mary common stock at an exercise price of $21.19 per share.

                                       6

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table shows beneficial ownership of shares of St. Mary common
stock as of April 5, 2002 by each director and director nominee, each of the
executive officers named in the Summary Compensation Table, and all directors,
director nominees and executive officers as a group. To the best of St. Mary's
knowledge, as of April 5, 2002 there was no beneficial owner of more than 5% of
the outstanding shares of St. Mary common stock.

- --------------------------------------------- --------------- --------------- --------------- ---------------
                                                   Shares
                                                beneficially      Options
                                                   owned        exercisable    Total shares       Percent
                                                  excluding       within       beneficially     beneficially
Name and Position of Beneficial Owner              options        60 days        owned(1)          owned
- --------------------------------------------- --------------- --------------- --------------- ---------------
Barbara M. Bauman, Director Nominee                    -               -               -               -
- --------------------------------------------- --------------- --------------- --------------- ---------------
Larry W. Bickle, Director                             25,200          18,914          44,114        < .1%
- --------------------------------------------- --------------- --------------- --------------- ---------------
David C. Dudley, Director                       (2)  177,842          23,238         201,080          .7%
- --------------------------------------------- --------------- --------------- --------------- ---------------
William J. Gardiner, Director                          3,600           6,518          10,118        < .1%
- --------------------------------------------- --------------- --------------- --------------- ---------------
Jack Hunt, Director                                    3,600           6,518          10,118        < .1%
- --------------------------------------------- --------------- --------------- --------------- ---------------
Arend J. Sandbulte, Director                    (3)   21,166          18,914          40,080          .1%
- --------------------------------------------- --------------- --------------- --------------- ---------------
John M. Seidl, Director                                5,600          21,126          26,726          .1%
- --------------------------------------------- --------------- --------------- --------------- ---------------
Robert L. Nance, Director                        (4) 341,069          26,437         367,506         1.3%
- --------------------------------------------- --------------- --------------- --------------- ---------------
Thomas E. Congdon, Chairman and Director         (5) 162,708          58,964         221,672          .8%
- --------------------------------------------- --------------- --------------- --------------- ---------------
Mark A. Hellerstein, President, Chief                 33,710          66,239          99,949          .4%
   Executive Officer and Director
- --------------------------------------------- --------------- --------------- --------------- ---------------
Ronald D. Boone, Executive Vice President,            10,565          73,393          83,958          .3%
   Chief Operating Officer and Director
- --------------------------------------------- --------------- --------------- --------------- ---------------
Richard C. Norris, Vice President - Finance,          18,717          42,214          60,931          .2%
   Secretary and Treasurer
- --------------------------------------------- --------------- --------------- --------------- ---------------
Douglas W. York, Vice President -                      4,573          23,141          27,714          .1%
   Acquisitions and Engineering
- --------------------------------------------- --------------- --------------- --------------- ---------------
Milam Randolph Pharo, Vice President - Land            1,696          32,841          34,537          .1%
   and Legal
- --------------------------------------------- --------------- --------------- --------------- ---------------
All executive officers and directors as a            873,331         445,656       1,318,987         4.7%
   group (15 persons including those named
   above)
- --------------------------------------------- --------------- --------------- --------------- ---------------

(1)    According to SEC rules, beneficial ownership includes shares as to which
       the individual or entity has voting power or investment power and any
       shares which the individual has the right to acquire within 60 days of
       April 5, 2002 through the exercise of any stock option or other right.
(2)    Includes 134,232 shares which represents 10.4% of the total number of
       shares of common stock owned by Greenhouse Associates, in which Mr.
       Dudley and his minor children are members, and 6,000 shares held by his
       spouse.
 (3)   Includes 800 shares held of record by the spouse of Arend J. Sandbulte as
       to which he may be deemed to be the beneficial owner.
 (4)   Includes 2,000 shares held of record by Ronan, Inc., a corporation
       controlled by Robert L. Nance, and 69,100 shares held of record by the
       spouse of Mr. Nance.
 (5)   Includes 24,410 shares held of record by the spouse of Thomas E. Congdon
       as to which he may be deemed to be the beneficial owner. Thomas E.
       Congdon and members of his extended family own approximately 18 percent
       of the outstanding common stock of the Company. While no formal
       arrangements exist, these extended family members may be inclined to act
       in concert with Mr. Congdon on matters related to control of the Company
       or the approval of a significant transaction.

                                       7

AUDIT COMMITTEE REPORT

         The audit committee of the board is responsible for providing
independent, objective oversight of the Company's accounting functions and
internal controls. The audit committee is composed of three directors, each of
whom is independent as defined by the Nasdaq listing standards. The audit
committee operates under a written charter approved by the board of directors. A
copy of the charter is attached to this Proxy Statement as Annex B.

         Management is responsible for the Company's internal controls and
financial reporting process. The independent accountants are responsible for
performing an independent audit of the Company's consolidated financial
statements in accordance with generally accepted auditing standards and issuing
a report thereon. The audit committee's responsibility is to monitor and oversee
these processes.

         In connection with these responsibilities, the audit committee met with
management and the independent accountants to review and discuss the December
31, 2001 financial statements. The audit committee, also discussed with the
independent accountants the matters required by Statement on Auditing Standards
No. 61, Communication with audit committees.

         The audit committee also received written disclosures from the
independent accountants required by Independence Standards Board Standard No. 1,
Independence Discussions with Audit Committees, and the audit committee
discussed with the independent accountants that firm's independence. The Company
paid the following fees to the independent accountants for the audit of the
consolidated financial statements and for other services provided in the year
ended December 31, 2001.

         Audit Related Fees..........................$ 90,000
         All Other Fees............................... 19,095
                                                      -------
         Total Fees..................................$109,095

         Fees for services other than the annual audit were primarily related to
the audit and review of St. Mary's benefit plans. The audit committee has
concluded that the provision of these non-audit services is compatible with
maintaining the accountants' independence.

         Based upon the audit committee's discussions with management and the
independent accountants, and the audit committee's review of the representations
of management and the independent accountants, the audit committee recommended
that the board of directors include the audited consolidated financial
statements in the Company's Annual Report on Form 10-K for the year ended
December 31, 2001 filed with the SEC.

                                           THE AUDIT COMMITTEE

                                           John M. Seidl, Chairman
                                           Larry W. Bickle
                                           Arend J. Sandbulte

                                       8

EXECUTIVE COMPENSATION

       In addition to salaries, the Company has granted stock options to
executive management and selected other personnel. These individuals also
participate with other members of management in a net profits interest bonus
plan and with selected other employees in the prior stock appreciation rights
("SARs") plan. All employees are eligible to participate in the Company's cash
bonus plan. See the "Report of the Compensation Committee on Executive
Compensation" beginning on page 11 of this proxy statement.

     The following table sets forth the annual and long term compensation
received during each of the Company's last three years by the Chief Executive
Officer of the Company and by the four other highest compensated executive
officers of the Company during 2001.

                           SUMMARY COMPENSATION TABLE

- -------------------------------- ----------------------------------------------------------------------
                                                                                Long-Term Compensation
                                                    Annual Compensation                  Awards
                                           ----------------------------------- ------------------------
                                                                   Other annual                All other
  Name and                                                         Compensation    Options/   compensation
  principal position                Year    Salary($)   Bonus (2)    ($) (1)    SARs (#)     ($) (1)
- -------------------------------- --------- ----------- ----------- ----------- ----------- ------------

  Mark A. Hellerstein               2001     $291,667    $   -       $798,586      21,766      $13,939
    President and Chief             2000      277,333      80,427     133,741      24,791       20,613
    Executive Officer               1999      263,667     131,835     181,752      26,874       19,444
- -------------------------------- --------- ----------- ----------- ----------- ----------- ------------

  Ronald D. Boone                   2001      233,667        -        670,028      17,486       10,550
    Executive Vice President        2000      222,000      64,380     120,446      19,833       15,424
    and Chief Operating Officer     1999      211,000     105,500     154,606      21,520       14,506
- -------------------------------- --------- ----------- ----------- ----------- ----------- ------------

  Richard C. Norris                 2001      135,500        -        252,799       5,146        8,718
    Vice President - Finance,       2000      129,833      28,600      48,627      11,412        8,290
    Secretary and Treasurer         1999      122,208      51,300      52,143      12,694        7,682
- -------------------------------- --------- ----------- ----------- ----------- ----------- ------------

  Milam Randolph Pharo              2001      139,993       5,000     174,219       5,350        7,375
    Vice President - Land and       2000      133,167      35,000       9,690      11,754        7,371
    Legal                           1999      127,000      47,625      31,250      12,990        7,017
- -------------------------------- --------- ----------- ----------- ----------- ----------- ------------

  Douglas W. York                   2001      145,000        -        151,706      11,436        7,469
    Vice President -Acquisitions    2000      134,667      52,000       6,598      11,968        7,380
    and Engineering                 1999      120,083      60,042      66,000      13,090        7,555
- -------------------------------- --------- ----------- ----------- ----------- ----------- ------------

- ------------

(1)  Amounts consist of payments under the Net Profits Interest Bonus Plan.
     Amounts paid for 2001 were higher due to payouts from six new net profit
     pools granted in prior years, including the pool with the significant
     acquisitions in 1999. See "Report of the Compensation Committee on
     Executive Compensation" for a description of this plan.
(2)  Amounts consist of the Company's contribution to the 401(k) Savings Plan,
     holiday bonus and other miscellaneous cash payments.

                                       9

     Stock options granted to the Company's five highest compensated executive
officers during 2001 are set forth in the following two tables.


                               2001 OPTION GRANTS

- ---------------------------------------------------------------------------------------------------------------------
                                   Individual Grants
- ---------------------------------------------------------------------------------------


                                                                                          Potential realizable value
                                           Percent of                                     at assumed annual rates of
                                              total                                        stock price appreciation
                                         options granted                                         for option term
                           Number of       to employees    Exercise price   Expiration  -----------------------------
          NAME         Options Granted       in 2001          per share        date           5%            10%
- --------------------- ----------------- ----------------- ---------------- ------------ -------------- --------------
Mark A. Hellerstein          10,883 (1)        3.0%           $15.93         09/30/11       $109,029      $ 276,301
                             10,883 (2)        3.0%           $21.19         09/30/11        145,030        367,534
- --------------------- ----------------- ----------------- ---------------- ------------ -------------- --------------
Ronald D. Boone               8,743 (1)        2.4%           $15.93         09/30/11         87,590        221,970
                              8,743 (2)        2.4%           $21.19         09/30/11        116,512        295,263
- --------------------- ----------------- ----------------- ---------------- ------------ -------------- --------------
Richard C. Norris             2,573 (1)        .70%           $15.93         09/30/11         25,777         65,324
                              2,573 (2)        .70%           $21.19         09/30/11         34,289         86,894
- --------------------- ----------------- ----------------- ---------------- ------------ -------------- --------------
Milam Randolph Pharo          2,675 (1)        .70%           $15.93         09/30/11         26,799         67,914
                              2,675 (2)        .70%           $21.19         09/30/11         35,648         90,339
- --------------------- ----------------- ----------------- ---------------- ------------ -------------- --------------
Douglas W. York               5,718 (1)        1.6%           $15.93         09/30/11         57,285        145,170
                              5,718 (2)        1.6%           $21.19         09/30/11         76,200        193,105
- --------------------- ----------------- ----------------- ---------------- ------------ -------------- --------------
- ------------

   (1) Stock options granted effective September 30, 2001 pursuant to the
       Company's Stock Option Plan as described on page 11 of this proxy
       statement.
   (2) Stock options granted effective December 31, 2001 pursuant to the
       Company's Stock Option Plan as described on page 11 of this proxy
       statement.


                   AGGREGATED OPTION/SAR EXERCISES IN 2001 AND
                       DECEMBER 31, 2001 OPTION/SAR VALUE

- ------------------------------------------------------------------------------------------------------------------
                                                             Number of                  Value of unexercised
                                                      unexercised options/SARs               in-the-money
                                                              held at                     options/SARs at
                           Shares                         December 31, 2001             December 31, 2001 (1)
                          acquired        Value    ------------------------------- -------------------------------
   Name                 on exercise     realized     Exercisable    Unexercisable    Exercisable    Unexercisable
- --------------------- --------------- ------------ --------------- --------------- --------------- ---------------

Mark A. Hellerstein          45,079     $479,199          66,239          48,939       $ 497,256       $ 151,973
- --------------------- --------------- ------------ --------------- --------------- -------------------------------

Ronald D. Boone                -          45,290          73,393          28,413         621,539          81,920
- --------------------- --------------- ------------ --------------- --------------- -------------------------------

Richard C. Norris              -          27,043          42,214          12,740         319,014          38,131
- --------------------- --------------- ------------ --------------- --------------- -------------------------------

Milam Randolph Pharo           -          25,312          32,841          13,139         266,809          39,188
- --------------------- --------------- ------------ --------------- --------------- -------------------------------

Douglas W. York                -          -               23,141          17,835         146,095          51,412
- --------------------- --------------- ------------ --------------- --------------- -------------------------------
- --------------
   (1) Amounts include final payments in satisfaction of the remaining rights
       under the discontinued SAR plan, pursuant to the terms of such plan.
   (2) On December 31, 2001, the last reported sales price of St. Mary common
       stock as quoted on the Nasdaq National Market System was $21.19.

                                       10

         REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

     The compensation committee of the board of directors administers St. Mary's
executive compensation programs. After consideration of the compensation
committee's recommendations, the full board of directors reviews and approves
the salaries of all elected officers, including those of the executive officers
named in the Summary Compensation Table on page 9. The compensation committee is
responsible for all other elements of executive compensation, including cash
bonuses, stock options, and the Net Profits Interest Bonus Plan. The
compensation committee is also responsible for approving the salaries of all
officers, reviewing salary policies for all employees and approving the amount
and distribution of payments made under the Cash Bonus Plan. In addition, the
compensation committee reviews the performance of the Company's pension and
401(k) plans with the trustees of the plans.

     The goals of the Company's integrated executive compensation programs
include the following:

       o   Attract and retain talented management personnel.

       o   Encourage management to obtain superior returns for St. Mary's
           stockholders.

       o   Promote preservation of the Company's capital base.

Salaries

     In order to emphasize performance-based incentive compensation, base
salaries are targeted to be slightly below the median salary for the industry.
The compensation committee, with the assistance of external consultants,
determines the salary ranges for various positions based on survey data from the
Company's industry peer group. The compensation committee then reviews
management's recommendations for executive salaries and the performance
summaries on which they are based. The compensation committee makes final salary
recommendations to the full board based on experience, sustained performance,
and comparison to peers inside and outside the Company.

Incentive Compensation

     St. Mary has established three incentive compensation plans, which have the
potential to increase annual compensation if the economic performance of the
Company and its employees so warrants. These plans have certain specific
objectives.

     1. The Net Profits Interest Bonus Plan is designed to reward the personal
contributions made by various management personnel to St. Mary's financial
success. Plan participants share in the net profits after payout to St. Mary
derived from all oil and gas activity for a calendar year in proportion to their
relative weighted salaries during the year. Recognizing that the primary
incentive for profitable acquisitions and operations needs to be provided to the
most senior of the executive officers, the salaries of the president, the
executive vice president and other vice presidents as deemed appropriate by the
compensation committee are weighted at 100% and the salaries of all other
participants are weighted at two-thirds of actual base salary or less.

     2. The Stock Option Plan is intended to reward executive management of St.
Mary for long-term increases in the value of St. Mary's stock. The Stock Option
Plan focuses on appreciation of the market price of St. Mary's stock up to a

                                       11

ten-year period and is designed to encourage management's concern for long-term
appreciation of the stockholders' interest. As presently implemented by the
board, generally if the average stock appreciation during this period is 15% per
year, then the persons granted stock options at the beginning of the period
will, at the end of five years, have the opportunity to receive an amount equal
to 100% of their base salary at the time the stock option was granted. In
addition, an Incentive Stock Option Plan ("ISO Plan") has been established as a
companion option plan with the Stock Option Plan. The ISO Plan is an alternative
to the above-described Stock Option Plan for an equal number of shares for those
employees designated by the board of directors to be granted stock options, with
such employees electing at the time of grant whether the options to be granted
will be either: a.) non-tax qualified options granted under the above-described
Stock Option Plan, or b.) incentive stock options granted under the ISO Plan.

     3. St. Mary also has established a Cash Bonus Plan. Each year the board of
directors evaluates the overall performance of the Company for the year and with
the assistance of the compensation committee determines the total cash bonus
available to be allocated to employees. The proportional participation of each
designee is a function of his or her performance during the year.

Compensation of the Chief Executive Officer

     The compensation of Mark A. Hellerstein, President and Chief Executive
Officer, consisted of the same components and criteria as other executive
officers, including base salary, cash bonus, net profits interest bonus and
stock options. His base salary is reviewed annually by the committee and is
targeted to be slightly below the median salary for the industry with a greater
emphasis on incentive compensation tied to Company performance. Mr.
Hellerstein's base salary in 2001 increased $5,000 or 2% over 2000. His total
bonuses increased by approximately $573,000 in 2001 compared with 2000 as a
result of the payout of six new net profit pools granted in prior years and the
final payout from the discontinued SAR plan. Mr. Hellerstein was not granted any
bonus under the cash bonus plan for 2001 since St. Mary fell short on some of
its corporate goals. Total reserves grew by 9% and St. Mary replaced 166% of its
2001 production, both measures below targeted levels. In addition the net asset
value per share declined in 2001. To further tie compensation to stock price
appreciation, Mr. Hellerstein and several other key executives were granted
stock options in 2001 using two times the formula as that used for all other
employees.

Conclusion

     St. Mary's executive compensation is linked to individual and corporate
performance and stock price appreciation. Base salaries are set below the median
for the industry so that incentivized compensation can have its intended effect.
The compensation committee plans both to continue the policy of linking
executive compensation to individual and corporate performance and returns to
stockholders and to provide a cash bonus incentive to key employees which will
provide performance motivation independent of the ups and downs of the oil and
gas industry's business cycle.
                                              Arend J. Sandbulte, Chairman
                                              Larry W. Bickle
                                              William J. Gardiner
April 5, 2002

                                       12

                                RETIREMENT PLANS

Pension Plan

     The Company's Pension Plan is a qualified, non-contributory defined benefit
plan which is available to substantially all employees. This plan was amended in
1994 to conform with the changes required by the Tax Reform Act of 1986 and to
reduce the plan formula. The Company also has a supplemental pension plan for
certain executive officers to provide for benefits in excess of Internal Revenue
Code limits.

     The qualified plan provides a benefit after 25 years of service equal to
35% of final average compensation, subject to Internal Revenue Code limits.
Final average compensation is the average of the highest 3 consecutive years of
the 10 years preceding termination of employment. For each named executive
officer, the level of compensation used to determine benefits payable under the
qualified pension plan is that officer's average of the base salaries (excluding
bonus) shown in the Summary Compensation Table.

     The supplemental plan provides executives hired before 1995, after
completing 15 years of service and reaching age 65, a benefit equal to 40% of
final average compensation plus 37% of final average compensation integrated
with the social security wage base without regard to compensation limitations
provided under the qualified plan, less the benefit provided by the qualified
plan. For executives hired after 1994, the supplemental benefit is calculated
using the formula for the qualified plan without the limitation imposed by
Section 415 of the Internal Revenue Code, less the benefit provided by the
qualified plan.

     The following table shows the estimated maximum annual benefits payable
upon retirement at age 65 as a straight life annuity to participants in the
pension plans for the indicated levels of average annual compensation and years
of service.

- ------------------------ -------------------------- --------------------------
                          Estimated annual pension   Estimated annual pension
                           benefits for executives    benefits for executives
                          hired before 1995 with >    hired after 1994 with >
      Remuneration           15 years of service        25 years of service
- ------------------------ -------------------------- --------------------------
        $100,000                 $ 63,680                    $ 35,000
- ------------------------ -------------------------- --------------------------
         150,000                  102,180                      52,500
- ------------------------ -------------------------- --------------------------
         200,000                  140,680                      70,000
- ------------------------ -------------------------- --------------------------
         250,000                  179,180                      87,500
- ------------------------  ------------------------- --------------------------
         300,000                  217,680                     105,000
- ------------------------ -------------------------- --------------------------
         350,000                  256,180                     122,500
- ------------------------ -------------------------- --------------------------
     As of December 31, 2001, the named executive officers have the following
years of credited service:

                    Mark A. Hellerstein             10
                    Ronald D. Boone                 11
                    Richard C. Norris               19
                    Milam Randolph Pharo             6
                    Douglas W. York                  5

                                       13

401(k) Plan

     The Company's 401(k) Profit Sharing Plan is a defined contribution pension
plan subject to the Employee Retirement Income Security Act of 1974. The 401(k)
Plan allows eligible employees to contribute up to nine percent of their income
on a pre-tax basis through contributions to the 401(k) Plan. The Company matches
each employee's contributions up to six percent of the employee's pre-tax
income. Company contributions vest over an employee's first five years of
employment.

                                PERFORMANCE GRAPH

     The following performance graph compares the cumulative total stockholder
return on St. Mary's common stock for the period December 31, 1996 to December
31, 2001 with the cumulative total return of the Standard Industrial
Classification Code for Crude Petroleum and Natural Gas and the Standard &
Poor's 500 Stock Index. The SIC Code for Crude Petroleum and Natural Gas is
1311. The identities of the companies included in the index will be provided
upon request.

                             [GRAPH APPEARS HEARE]


Assumes $100 invested on December 31, 1996 in St. Mary Land & Exploration
Company, SIC Code Index for Crude Petroleum and Natural Gas and S&P 500
Stock Index.

*Total return assumes reinvestment of dividends.

                                       14

                    EMPLOYMENT AGREEMENTS AND TERMINATION OF
                  EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENTS

     On September 1, 1991, St. Mary entered into an employment agreement with
Mark A. Hellerstein. His current salary is $295,000 per year. Compensation is
reviewed annually. Mr. Hellerstein participates in St. Mary's benefit plans and
is entitled to bonuses and incentive compensation as determined by the board of
directors. The agreement is terminable at any time upon 30 days' notice by
either party. Upon termination of the agreement by St. Mary for any reason
whatsoever (other than death, disability or misconduct by Mr. Hellerstein), St.
Mary is obligated to continue to pay his compensation, including insurance
benefits, for a period of one year.

     St. Mary has established a change in control executive severance policy and
entered into change of control severance agreements where officers of St. Mary,
including the officers named in the Summary Compensation Table, will receive
severance payments in the event a change in control of the Company results in
the voluntary or involuntary termination of their employment. The severance
payments equal two and one-half years annual base salary depending on the length
of time employment continues after the change in control. In addition, all
insurance and fringe benefits will be provided for a period of one year.

     A change in control is defined as (i) an acquisition of more than fifty
percent of the common stock or assets of the Company in a reorganization, merger
or consolidation of the Company or (ii) a change in more than fifty percent of
the composition of the board of directors of the Company other than as a result
of the election of new members of the board of directors by a vote of the
incumbent members of the board of directors or by stockholders of the Company
pursuant to the recommendation of the incumbent members of the board of
directors.

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Set forth below is a description of transactions entered into between St.
Mary and certain of its officers and directors during the last fiscal year. Some
of these transactions will continue in effect and may result in conflicts of
interest between St. Mary and these individuals. Although these persons may owe
fiduciary duties to St. Mary and its stockholders, we cannot assure you that
conflicts of interest will always be resolved in favor of St. Mary.

     As a result of their prior employment with another company with which St.
Mary engaged in a number of transactions, Ronald D. Boone, the Executive Vice
President and Chief Operating Officer and a director of St. Mary, and two other
vice presidents of St. Mary own working interests and royalty interests in many
of the Company's properties which were earned as part of the prior employer's
benefit programs. Those persons have no royalty participation in any new St.
Mary properties.

     Mr. Boone also owns 50% of Princeton Resources Ltd. and has a 33% interest
in Baron Oil Corporation, entities which manage oil and gas working and royalty
interests which he acquired as a result of his prior employment. Although Mr.
Boone does not manage these corporations, he may participate in any investment
decisions made by them. The board of directors has approved Mr. Boone's
involvement in Princeton Resources and Baron Oil.

                                       15

     St. Mary's by-laws provide that no director may pursue a business or
investment opportunity for himself if he has obtained knowledge of such
opportunity through his affiliation with the Company, provided that St. Mary is
interested in pursuing such opportunity and is financially or otherwise able to
pursue the opportunity. Moreover, no officer or employee of St. Mary may pursue
for his own account an oil and gas opportunity unless (a) with respect to an
officer of St. Mary, the interest has been approved by the board of directors
and (b) with respect to a non-officer of St. Mary, such interest of the employee
has been approved by a senior officer of St. Mary with full knowledge of such
opportunity. These restrictions do not apply to the acquisition of less than one
percent of the publicly traded stock of another company as long as St. Mary is
not at that time engaged in any present or pending transaction with the other
company.

                          OTHER MATTERS TO BE VOTED ON

Proposal to Amend the Certificate of Incorporation to Authorize the Issuance of
- --------------------------------------------------------------------------------
up to a Total of 5,000,000 Shares of Preferred Stock
- ----------------------------------------------------

         St. Mary's certificate of incorporation currently authorizes St. Mary
to issue up to a total of 100,000,000 shares of common stock. There were
27,808,151 shares of common stock outstanding as of March 31, 2002.

         On March 21, 2002, the board of directors approved an amendment to the
certificate of incorporation, subject to approval by the stockholders, to
authorize the issuance of up to a total of 5,000,000 shares of preferred stock
with such powers, preferences, rights and limitations as the board of directors
may designate from time to time. The full text of the amendment is contained in
the proposed Certificate of Amendment attached to this proxy statement as Annex
A, and the following description is qualified in its entirety by reference
thereto.

         While St. Mary has no present intention of issuing shares of preferred
stock, the board of directors believes that having shares of preferred stock
authorized for issuance under the certificate of incorporation will provide
additional financial flexibility from the possible future issuances of preferred
stock for use in property acquisitions or for use in raising additional capital.
Any future issuances will remain subject to separate stockholder approval to the
extent required under Delaware corporate law and/or the Nasdaq National Market
listing standards.

         Although future issuances of preferred stock will be dilutive to
existing stockholders with respect to their proportionate ownership of St. Mary,
any issuances for cash will be made for fair value, and any issuances for
property acquisitions will also be made for fair value.

Description of the Preferred Stock

         The amendment to the certificate of incorporation will authorize the
board of directors from time to time to divide the preferred stock into series
and to designate for each series its respective rights and preferences,
including any of the following:

       o   the rate of dividends and whether dividends are cumulative or
           have a preference over the common stock in right of payment;

       o   the terms and conditions upon which shares may be redeemed and
           the redemption price;

                                       16

       o   sinking fund provisions for the redemption of shares;

       o   the amount payable in respect of each share upon a voluntary or
           involuntary liquidation of St. May;

       o   the terms and conditions upon which shares may be converted
           into other securities of St. Mary, including common stock;

       o   limitations and restrictions on payment of dividends or other
           distributions on, or redemptions of, other classes of stock of St.
           Mary junior to such series, including the common stock;

       o   conditions and restrictions on the creation of indebtedness or
           the issuance of other senior classes of stock;

       o   voting rights; and

       o   the number of shares contained in such series.

         Issuances of preferred stock could be made without further action of
the stockholders, unless such action were required by applicable law or the
rules of the Nasdaq National Market System or any other stock exchange on which
St. Mary's securities may then be listed or traded. Depending on the rights and
preferences designated for any particular series, issuances of preferred stock
could have the effect of diluting stockholders' equity, earnings per share and
voting rights attributable to the common stock.

Anti-Takeover Effects of the Proposed Amendment

         Although the board of directors has no current intention of doing so,
St. Mary could issue a series of preferred stock that could, depending on the
terms of such series, impede the completion of a merger, tender offer or other
takeover attempt. The board of directors will make any determination to issue
shares of preferred stock based on its judgment at the time as to the best
interests of St. Mary and its stockholders. The board of directors, in so
acting, could issue preferred stock having terms that could discourage an
acquisition attempt by which an acquiror may be able to change the composition
of the board of directors, including a tender offer or other transaction that
some, or a majority, of St. Mary's stockholders might believe to be in their
best interests or in which stockholders might receive a premium for their stock
over the then current market price of such stock. The board of directors is not
aware of any current proposal or effort to acquire control of St. Mary.

         While the proposed amendment may have anti-takeover effects, the board
of directors believes that the financial flexibility provided by the amendment
outweighs any disadvantages. To the extent that the proposed amendment may have
anti-takeover effects, the amendment may encourage persons seeking to acquire
St. Mary to negotiate directly with the board of directors, enabling the board
of directors to consider any proposed acquisition in a manner that best serves
the interests of the stockholders.

         Since the board of directors believes that the proposed amendment to
the certificate of incorporation to authorize the issuance of up to a total of
5,000,000 shares of preferred stock with such powers, preferences, rights and
limitations as the board of directors may designate from time to time will

                                       17

provide St. Mary with additional financial flexibility, the board of directors
recommends that stockholders vote "For" approval of the amendment to the
certificate of incorporation.

             SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Under U.S. securities laws, directors, executive officers and persons
holding more than 10% of St. Mary common stock must report their initial
ownership of the common stock and any changes in that ownership in reports which
must be filed with the SEC and St. Mary. The SEC has designated specific
deadlines for these reports and St. Mary must identify in this proxy statement
those persons who did not file these reports when due.

     Based solely on a review of reports filed with the Company, all directors
and executive officers timely filed all reports regarding transactions in the
Company's securities required to be filed for 2001 by Section 16(a) under the
Securities Exchange Act of 1934.

                             INDEPENDENT ACCOUNTANTS

     Arthur Andersen LLP has served as St. Mary's independent accountants since
1997. However, due to the widely reported recent developments concerning Arthur
Andersen LLP stemming from the collapse of Enron, the board of directors has not
yet selected the independent public accountants to audit the financial
statements of St. Mary for its 2002 fiscal year. As part of its process for
selecting the independant public accountants for 2002, the audit committee and
the board of directors will closely monitor the current developments concerning
Arthur Andersen LLP.

     To the knowledge of management, neither Arthur Andersen LLP nor any of its
members has any direct or material indirect financial interest in St. Mary nor
any connection with St. Mary in any capacity other than as independent public
accountants. A representative of Arthur Andersen LLP is expected to be present
at the annual meeting and will have an opportunity to make a statement if he
desires to do so and to respond to appropriate questions.

                          FUTURE STOCKHOLDER PROPOSALS

     St. Mary must receive any St. Mary stockholder proposal for the annual
meeting of stockholders in 2003 before November 1, 2002 for the proposal to be
included in the St. Mary proxy statement and form of proxy for that meeting.
St. Mary's by-laws require that advance written notice in proper form of
stockholder proposals for matters to be brought before an annual stockholders
meeting be received by the Secretary of St. Mary not less than 75 days nor more
than 105 days before the first anniversary date of the immediately preceding
annual stockholders meeting. Accordingly, notice of stockholder proposals for
the 2003 annual meeting must be received by St. Mary between February 6, 2003
and March 8, 2003.


                                       18

                                  OTHER MATTERS

     Management does not know of any other matters to be brought before the
annual meeting of stockholders. If any other matters not mentioned in this proxy
statement are properly brought before the meeting, the individuals named in the
enclosed proxy intend to use their discretionary voting authority under the
proxy to vote the proxy in accordance with their best judgment on those matters.


                                            By Order of the Board of Directors



                                            Richard C. Norris
                                            Secretary
April 12, 2002


                                       19

                                                                        ANNEX A                                                                                                                             ANNEX A

                            CERTIFICATE OF AMENDMENT
                                       OF
                      RESTATED CERTIFICATE OF INCORPORATION


         St. Mary Land & Exploration Company, a corporation organized and
existing under and by virtue of the laws of the General Corporation Law of the
State of Delaware (the "Corporation"), DOES HEREBY CERTIFY:

         1. That at a meeting of the Board of Directors of the Corporation, a
resolution was duly adopted setting forth a proposed amendment to the
Certificate of Incorporation of the Corporation, as restated and amended,
declaring such amendment to be advisable and calling for a vote of the
stockholders of the Corporation on such amendment at the annual meeting of the
stockholders of the Corporation on May 21, 2002. The resolution setting forth
the proposed amendment is as follows:

                  RESOLVED, that Article Fourth of the Certificate of
                  Incorporation of the Corporation, as restated and amended,
                  shall be amended in its entirety to read as follows:

                  FOURTH: The total number of shares of all classes of capital
                  stock which the Corporation shall have authority to issue is
                  105,000,000 shares, consisting of (a) 5,000,000 shares of
                  Preferred Stock, $.01 par value per share (the "Preferred
                  Stock"), and (b) 100,000,000 shares of Common Stock, $.01 par
                  value per share (the "Common Stock").

         The designations and the powers, preferences and rights, and the
qualifications, limitations or restrictions of the shares of each class of stock
of the Corporation are as follows:

                                 PREFERRED STOCK

         i.  Issuance.  The Preferred Stock may be issued from time to time in
             --------
one or more series of any number of shares, provided that the aggregate number
of shares issued and not canceled of any and all such series shall not exceed
5,000,000 shares.

         ii. Authority of the Board of Directors to Authorize Series. Authority
             -------------------------------------------------------
is hereby vested in the Board of Directors from time to time to authorize the
issuance of one or more series of Preferred Stock, and in connection with the
creation of such series to fix by resolution or resolutions providing for the
issuance of shares thereof the designations, powers, preferences and relative,
participating, optional or other special rights, and the qualifications,
limitations or restrictions thereof, of such series in respect of the matters
set forth as follows:

                  (1) The maximum number of shares to constitute such series and
         the distinctive designation thereof and the stated value thereof if
         different than the par value thereof;

                                       20

                  (2) The dividend rate, if any, on the shares of such series,
         the conditions and dates upon which such dividends shall be payable,
         the preference or relation which such dividends shall bear to the
         dividends payable on any other class or classes or on any other series
         of capital stock, and whether such dividends shall be cumulative or
         non-cumulative;

                  (3) Whether the shares of such series shall be subject to
         redemption by the Corporation, and, if made subject to redemption, the
         times, prices and other terms and conditions of such redemption;

                  (4) Whether or not the shares of such series shall be subject
         to the operation of a retirement or sinking fund, and, if so, the
         extent to and manner in which any such retirement or sinking fund shall
         be applied to the purchase or redemption of the shares of such series
         for retirement or to other corporate purposes and the terms and
         provisions relative to the operation thereof;

                  (5)  The rights of the holders of shares of such series upon
         the liquidation, dissolution or winding up of the Corporation;

                  (6) Whether or not the shares of such series shall be
         convertible into, or exchangeable for, shares of stock of any other
         class or classes, or of any other series of the same class, and if so
         convertible or exchangeable, the price or prices or the rate or rates
         of conversion or exchange and the method, if any, of adjusting the same
         and any other terms or conditions of conversion or exchange;

                  (7) The limitations and restrictions, if any, to be effective
         while any shares of such series are outstanding upon the payment of
         dividends or the making of other distributions on, and upon the
         purchase, redemption or other acquisition by the Corporation of, the
         Common Stock or any other class or classes of stock of the Corporation
         ranking junior to the shares of such series either as to dividends or
         upon liquidation, dissolution or winding up;

                  (8) The conditions or restrictions, if any, upon the creation
         of indebtedness of the Corporation or upon the issuance of any
         additional stock (including additional shares of such series or of any
         other series or of any other class) ranking on a parity with or prior
         to the shares of such series either as to dividends or upon
         liquidation, dissolution or winding up;

                  (9) Whether the shares of such series shall have voting
         rights, in addition to any voting rights provided by law, and, if so,
         the terms of such voting rights; and

                  (10) Any other powers, preferences and relative,
         participating, optional or other special rights and any qualifications,
         limitations or restrictions thereof as shall not be inconsistent with
         this Article Fourth.

         iii. Shares of Each Series Identical. All shares of any one series of
              -------------------------------
Preferred Stock shall be identical with each other in all respects, except that
shares of any one series issued at different times may differ as to the dates
from which dividends, if any, thereon shall be cumulative. All series shall rank

                                       21

equally and be identical in all respects, except as permitted by the provisions
of this Article Fourth.

                                  COMMON STOCK

         All shares of Common Stock shall be identical and shall entitle the
holders thereof to the same rights and privileges.

         i. Dividends. Subject to the provisions of law and the rights of the
            ---------
Preferred Stock then outstanding having a preference as to dividends over the
Common Stock, dividends may be paid on the Common Stock at such times and in
such amounts as the Board of Directors shall determine. When and as dividends
are declared upon the Common Stock, whether payable in cash, in property or in
shares of stock of the Corporation, the holders of Common Stock shall be
entitled to share equally in such dividends.

         ii.  Voting Rights.  Each holder of Common Stock shall be entitled to
              -------------
one vote per share held.

         iii. Preferred Stock. The Common Stock is subject to all the powers,
              ---------------
rights, privileges, preferences and priorities of the Preferred Stock as are
stated and expressed herein and as shall be stated and expressed in any
resolution or resolutions of the Board of Directors pursuant to authority
expressly granted to and vested in it by the provisions of this Article Fourth.

         iv. Liquidation. In the event of any liquidation, dissolution or
             -----------
winding up of the Corporation, whether voluntary or involuntary, after payment
shall have been made to holders of Preferred Stock of any preferential amounts
to which they shall respectively be entitled as stated and expressed in any
resolution or resolutions of the Board of Directors pursuant to authority
expressly granted to and vested in it by the provisions of this Article Fourth,
the holders of Common Stock shall be entitled to share ratably according to the
number of shares of Common Stock held by them in all remaining assets of the
Corporation available for distribution to its stockholders.

                                       22
                                                                                                                                ANNEX B
                                                                        ANNEX B

                     St. Mary Land & Exploration Company

            Charter of the Audit Committee of the Board of Directors

I.  Audit Committee Purpose

         The Audit  Committee  is  appointed by the board of directors to assist
         the  board in  fulfilling  its  oversight  responsibilities.  The Audit
         Committee's  primary duties and  responsibilities,  as delegated by the
         board of directors, are to:

         o    Monitor the integrity of the Company's financial reporting process
              and  systems of  internal controls  regarding finance, accounting,
              and  legal and  regulatory compliance. The  Audit  Committee  will
              recommend  to  the  board of directors  when corrective  action is
              necessary.

         o    Monitor   the  independence  and   performance  of  the  Company's
              independent auditors.

         o    Provide an avenue of communication among the independent auditors,
              management, and the board of directors.

         o    Report regularly to the board of directors.

         The Audit  Committee  has the  authority  to conduct any  investigation
         appropriate to fulfill its  responsibilities,  and it has direct access
         to the independent auditors as well as anyone in the organization.  The
         Audit Committee has the authority to retain, at the Company's  expense,
         special  legal,  accounting,  or other  consultants or experts it deems
         necessary to advise the Committee in the performance of its duties.

II. Audit Committee Composition and Meetings

         Audit  Committee  members  shall meet the  independence  and  financial
         literacy  requirements of the Nasdaq National Market listing standards.
         The Audit  Committee  shall be comprised of at least three directors as
         determined  by  the  board,  each  of  whom  shall  be  an  independent
         nonexecutive director without any relationship which, in the opinion of
         the board,  would interfere with the exercise of his or her independent
         judgment  in  carrying  out the  responsibilities  of a  director.  All
         members of the Committee  shall have a basic  understanding  of finance
         and accounting and be able to read and understand fundamental financial
         statements,  and at  least  one  member  of the  Committee  shall  have
         experience or background in finance or accounting which results in that
         member's financial sophistication.

         Audit  Committee  members shall be appointed by the board.  If an audit
         committee  Chair is not  designated  or  present,  the  members  of the
         Committee  may  designate  a Chair by  majority  vote of the  Committee
         membership.

         The  Committee  shall  meet  at  least  four  times  annually,  or more
         frequently as  circumstances  dictate.  The Audit Committee Chair shall
         approve an agenda in advance of each meeting. As circumstances  dictate
         but at least twice  annually,  the Committee  should meet  privately in
         executive session with management,  the independent auditors,  and as a
         committee  to discuss any matters  that the  Committee  or any of these
         groups believe should be discussed.  In addition,  the Committee should
         communicate with management and the independent  auditors  quarterly to
         review the Company's  financial  statements  and  significant  findings
         based upon the auditors' review procedures.

                                       23

III. Audit Committee Responsibilities and Duties

         Review Procedures
         -----------------

         1.   Review  and  reassess  the  adequacy  of  this  Charter  at  least
              annually. Submit  the  Charter  to  the  board  of  directors  for
              approval  and include  the document in the proxy statement for the
              election  of   directors  at  least  once  every  three  years  in
              accordance with SEC regulations.

         2.   Review the Company's annual  audited financial statements prior to
              filing  with  the  SEC.  Review  should  include  discussion  with
              management   and  independent   auditors  of  significant   issues
              regarding accounting principles, practices, and judgments.

         3.   In  consultation  with management  and  the  independent auditors,
              consider  the  integrity  of  the  Company's  financial  reporting
              processes  and internal  accounting controls. Discuss  significant
              financial  risk  exposures and  the steps management  has taken to
              monitor,  control, and  report such  exposures. Review significant
              findings  prepared  by  the  independent  auditors, including  the
              status  of  previous  recommendations, together  with management's
              responses.

         4.   Review with financial  management and the independent auditors the
              Company's  quarterly  financial  results prior  to the  release of
              earnings.  Discuss  any  significant  changes  to   the  Company's
              accounting principles and any items required to be communicated by
              the  independent  auditors  to  the  Committee in  accordance with
              Statement of Auditing Standards ("SAS") No. 61, Communication with
              Audit Committees, as amended (see item 9).

         Independent Auditors
         --------------------

         5.   The  independent  auditors are accountable  to the Audit Committee
              and the board of directors. The Audit  Committee shall  review and
              evaluate  the  independence  and  performance of the  auditors and
              annually  recommend to the board  of directors the  appointment of
              the  independent auditors  or approve  any replacement of auditors
              when circumstances warrant.

         6.   Approve the  fees and other significant compensation to be paid to
              the  independent   auditors.  Review  and  approve  requests   for
              significant  management consulting  engagements to be performed by
              the  independent  auditors'  firm  and  be  advised  of  any other
              significant study undertaken at  the request of management that is
              beyond the scope of the audit engagement letter.

         7.   On  at  least an annual  basis, the  Committee  should  review and
              discuss with  the independent auditors  the auditors' independence
              and all significant services  performed for and relationships they
              have   with  the  Company   that  could  bear   on  the  auditors'
              independence, and  ensure that the Committee has received from the
              auditors   the  formal    written   statement    delineating   all
              relationships  between the auditor  and the Company and the letter
              confirming  that in the auditors'  professional judgment  they are
              independent of the Company, as required  by Independence Standards
              Board   Standard  No.  1,  Independence  Discussions   with  Audit
              Committees. The  Committee shall take, or recommend that the board
              of directors take, appropriate  action to oversee the independence
              of the auditors.

         8.   Review the independent auditors' engagement letter a nd audit plan
              - discuss  scope, staffing,  locations,  reliance upon management,
              and general audit approach.

         9.   Prior to releasing  year-end  earnings, discuss the results of the
              audit with the independent auditors.  Discuss the matters required
              to be communicated by auditors  to audit committees in  accordance
              with SAS No. 61.

         10.  Consider the independent auditors' judgments about the quality and
              appropriateness of the Company's accounting  principles as applied
              in its financial reporting.

                                     24

         Legal Compliance
         ----------------

         11.  On  at least  an annual basis, review  with the  Company's general
              counsel any legal matters that  could have a significant impact on
              the Company's financial  statements, the Company's compliance with
              applicable  laws  and  regulations,  and  inquiries  received from
              regulators or governmental agencies.

         Other Audit Committee Responsibilities
         --------------------------------------

         12.  Based  on  the  review  and  discussion  of  the audited financial
              statements with management and the discussion with the independent
              auditors of the matters required to be discussed by SAS No. 61 and
              the independent  auditors' independence, recommend to the board of
              directors  whether  the  audited  financial statements  should  be
              included  in  the Company's Annual R eport on Form 10-K for filing
              with  the  SEC.  Prepare the report  required  by  SEC rules to be
              included in the Company's annual proxy statement.

         13.  Perform  any  other  activities  consistent with this Charter, the
              Company's  by-laws,  and  governing  law, as  the Committee or the
              Board deems necessary or appropriate.

         14.  Maintain minutes of meetings and  periodically report to the board
              of  directors on significant results of the  foregoing activities.

         While the Audit Committee has the responsibilities and powers set forth
         in this Charter,  it is not the duty of the Audit  Committee to plan or
         conduct audits or to determine that the Company's financial  statements
         are complete and accurate and are in accordance with generally accepted
         accounting principles. That is the responsibility of management and the
         independent  auditors.  Nor is it the duty of the  Audit  Committee  to
         conduct   investigations,   or  to  ensure  compliance  with  laws  and
         regulations.

                                       25

                                     [Front]

PROXY                 ST. MARY LAND & EXPLORATION COMPANY              PROXY
                         1776 Lincoln Street, Suite 1100
                             Denver, Colorado 80203

            This Proxy is Solicited on Behalf of the Board of Directors
            For  the  Annual Meeting  of Stockholders  on May  22, 2002

     The undersigned hereby appoints Mark A. Hellerstein and Richard C. Norris,
or either of them, each with the power to appoint his substitute, as proxies for
the undersigned to vote all shares of St. Mary Land & Exploration Company
common stock which the undersigned is entitled to vote at the Annual Meeting of
Stockholders to be held on May 22, 2002, and at any reconvened meeting after any
adjournment thereof, as directed on the matter referred to below and at their
discretion on any other matters that may properly be presented at the meeting.

1.  ELECTION OF DIRECTORS.

     Management has nominated the following eleven persons to stand for election
as directors. The St. Mary board of directors recommends a vote "For" all of the
nominees. As of the date of the accompanying proxy statement no one has been
nominated to serve as director other than the nominees by management.

  FOR all nominees listed below
(except as marked to the contrary below)

 WITHHOLD authority to vote
   for all nominees listed below

      Larry W. Bickle           Thomas E. Congdon          Robert L. Nance
      Barbara M. Baumann        William J. Gardiner        Arend J. Sandbulte
      Ronald D. Boone           Mark A. Hellerstein        John M. Seidl


(INSTRUCTIONS: Mark only one box. To withhold authority to vote for any
individual nominee, write that nominee's name in the following space:

- -----------------------------------------------------------------------------)                                                                                                           )

2.  AMENDMENT TO CERTIFICATE OF INCORPORATION TO AUTHORIZE THE ISSUANCE OF UP TO
    A TOTAL OF 5,000,000 SHARES OF PREFERRED STOCK.

     The proposal to amend St. Mary's certificate of incorporation to authorize
the issuance of up to a total of 5,000,000 shares of preferred stock with such
powers, preferences, rights and limitations as the board of directors may
designate from time to time.


      FOR                   AGAINST                    ABSTAIN








                                     [Back]

     This proxy when properly executed will be voted in the manner directed by
the undersigned stockholder.

     If this proxy is properly executed but no voting direction is given, this
proxy will be voted "For" all director nominees listed on this proxy and the
amendment to the certificate of incorporation to authorize the issuance of up to
a total of 5,000,000 shares of preferred stock.

     This proxy also confers discretionary authority to the proxies to vote on
any other matters that may properly be presented at the meeting. As of the date
of the accompanying proxy statement, St. Mary management did not know of any
other matters to be presented at the meeting. If any other matters are properly
presented at the meeting, this proxy will be voted in accordance with the
recommendations of St. Mary management.

     Please sign exactly as your name appears below. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by the president or other
authorized officer. If a partnership or limited liability company, please sign
in such name by an authorized person.

     Please complete, date and sign this proxy card and return it promptly in
the accompanying envelope.


                                           Dated:                    , 2002
                                                 --------------------


                                           --------------------------------
                                           Signature



                                           --------------------------------
                                           Signature (if held jointly)