Filed Pursuant to Rule 424(b)(3)
                                                      Registration No. 333-88712


                           PROSPECTUS SUPPLEMENT NO. 3
                             DATED FEBRUARY 3, 2003
                                       TO
                                   PROSPECTUS
                              DATED AUGUST 28, 2002

                 [St. Mary Land & Exploration Company Logo]

                     St. Mary Land & Exploration Company

                                  $100,000,000
                     5.75% Senior Convertible Notes Due 2022
                  and 3,846,153 Shares of Common Stock Issuable
                          Upon Conversion of the Notes



         This prospectus supplement relates to the offering for resale of
$100,000,000 aggregate principal amount of our 5.75% Senior Convertible Notes
due 2022 and 3,846,153 shares of our common stock issuable upon conversion of
the notes.

         This prospectus supplement, which supplements our prospectus dated
August 28, 2002, amends the "Selling Securityholders" section beginning on page
43 of the prospectus to read as set forth beginning on page S-1 of this
prospectus supplement. The selling securityholders named in this prospectus
supplement may use the prospectus and this prospectus supplement to offer and
sell their notes and/or the shares of common stock issuable upon conversion of
their notes. A copy of the prospectus should be delivered to you together with
this prospectus supplement.

         Investing in the notes and shares of our common stock involves a high
degree of risk. See "Risk Factors" beginning on page 6 of the prospectus.

         Neither the Securities and Exchange Commission nor any state securities
regulator has approved or disapproved of these securities or determined if this
prospectus supplement is truthful or complete. Any representation to the
contrary is a criminal offense.

           The date of this prospectus supplement is February 3, 2003.




         You should rely only on the information contained or incorporated by
reference in this prospectus supplement and the prospectus to which it refers.
We have not authorized anyone to provide you with different information. The
selling securityholders are offering to sell, and seeking offers to buy, the
securities only in jurisdictions where offers and sales are permitted. The
information contained in this prospectus supplement and the prospectus to which
it refers is accurate only as of their respective dates regardless of the time
of delivery of this prospectus supplement and the prospectus to which it refers
or any sale of the securities. In this prospectus supplement, references to
"we," "us," and "our" refer to St. Mary Land & Exploration Company and its
subsidiaries.



                                TABLE OF CONTENTS

SELLING SECURITYHOLDERS..................................................... S-1

                                       i





                             SELLING SECURITYHOLDERS

         We originally issued the notes in a private placement in March 2002.
The notes were resold by the initial purchasers in transactions exempt from the
registration requirements of the Securities Act to persons reasonably believed
by the initial purchasers to be "qualified institutional buyers" as defined by
Rule 144A under the Securities Act. The selling securityholders may from time to
time offer and sell pursuant to this prospectus any or all of the notes listed
below and the shares of common stock issued upon conversion of such notes. When
we refer to the "selling securityholders" in this prospectus, we mean those
persons listed in the table below, as well as the pledgees, donees, assignees,
transferees, successors and others who later hold any of the selling
securityholders' interests.

         The table below sets forth the name of each selling securityholder, the
principal amount at maturity of notes that each selling securityholder may offer
under this prospectus and the number of shares of common stock into which such
notes are convertible. Unless set forth below, to our knowledge, none of the
selling securityholders has, or within the past three years has had, any
material relationship with us or any of our affiliates or beneficially owns in
excess of 1% of the outstanding common stock.

         The principal amounts of the notes provided in the table below are
based on information provided to us by each of the selling securityholders
through January 10, 2003 and the percentages are based on $100,000,000 principal
amount at maturity of notes outstanding. The number of shares of common stock
that may be sold is calculated based on the current conversion price of $26.00
per share, or a conversion rate of approximately 38.4615 shares of common stock
per $1,000 principal amount at maturity of the notes.

         Since the date on which each selling securityholder provided this
information, each selling securityholder identified below may have sold,
transferred or otherwise disposed of all or a portion of their notes in a
transaction exempt from the registration requirements of the Securities Act.
Information concerning the selling securityholders may change from time to time
and any changed information will be set forth in supplements to this prospectus
to the extent required. In addition, the conversion ratio, and therefore the
number of shares of our common stock issuable upon conversion of the notes, is
subject to adjustment. Accordingly, the number of shares of common stock
issuable upon conversion of the notes may increase or decrease.

         The selling securityholders may from time to time offer and sell any or
all of the securities under this prospectus. Because the selling securityholders
are not obligated to sell the notes or the shares of common stock issuable upon
conversion of the notes, we cannot estimate the amount of the notes or how many
shares of common stock that the selling securityholders will hold upon
consummation of any such sales.

                                      S-1



                                                 Aggregate Principal                    Number of Shares      Percentage of
                                                  Amount at Maturity    Percentage      of Common Stock     Shares of Common
                                                    of Notes That        of Notes         That May be            Stock
                                                     May be Sold        Outstanding         Sold(1)          Outstanding(2)
                                                     -----------        -----------         -------          --------------
Name
- ----

Alexandra Global Investment Fund 1, Ltd.              $2,000,000           2.00%             76,923                *
Alpine Associates                                     $3,400,000           3.40%            130,769                *
Alpine Partners, L.P.                                   $450,000           *                 17,307                *
Bear, Stearns & Co. Inc. (3)                      $8,650,000           8.65%            332,692                1.18%
BNP Paribas Equity Strategies, SNC (4)                $1,815,000           1.82%             69,807                *
CALAMOS(R) Market Neutral Fund --
      CALAMOS(R)Investment Trust                      $2,500,000           2.50%             96,153                *
Cannacord Capital Corporation                           $100,000           *                  3,846                *
Cobra Fund U.S.A., L.P.                                 $225,000           *                  8,653                *
Cobra Master Fund, Ltd.                               $1,275,000           1.28%             49,038                *
Context Convertible Arbitrage Fund, LP                  $275,000           *                 10,576                *
CooperNeff Convertible Strategies
      (Cayman) Master Fund, L.P.                        $951,000           *                 36,576                *
Deutsche Bank Securities Inc.                        $15,750,000          15.75%            605,769                2.13%
JP Morgan Securities Inc. (5)                         $6,450,000           6.45%            248,076                *
KBC Financial Products USA Inc.                       $1,500,000           1.50%             57,692                *
Man Convertible Bond Master Fund, Ltd.                $7,140,000           7.14%            274,615                *
McMahan Securities Co. L.P.                           $1,725,000           1.73%             66,346                *
Nomura Securities International Inc. (6)              $5,000,000           5.00%            192,307                *
Quattro Fund, Ltd.                                    $5,250,000           5.25%            201,923                *
Radcliffe SPC, Ltd. for and on behalf of
      the Class A Convertible Crossover
      Segregated Portfolio                              $500,000           *                 19,230                *
RAM Trading Inc.                                      $3,850,000           3.85%            148,076                *
St. Thomas Trading, Ltd.                             $11,860,000          11.86%            456,153                1.61%
Sturgeon Limited                                        $234,000           *                  9,000                *
The Northwestern Mutual Life Insurance
      Company (General Account)                       $3,000,000           3.00%            115,384                *
The Northwestern Mutual Life Insurance
      Company (Group Annuity Separate
      Account)                                          $500,000           *                 19,230                *
TQA Master Fund Ltd.                                  $2,000,000           2.00%             76,923                *
TQA Master Plus Fund Ltd.                             $1,500,000           1.50%             57,692                *
WPG Convertible Arbitrage Overseas
      Masters Fund, LP                                $1,500,000           1.50%             57,692                *
Zazove Hedged Convertible Fund L.P.                   $1,000,000           1.00%             38,461                *
Zurich Institutional Benchmarks
      Management c/o Quattro Global
      Capital, LLC                                    $1,250,000           1.25%             48,076                *
Zurich Institutional Benchmarks Master
      Fund Ltd. c/o SSI Investment
      Management Inc.                                   $500,000           *                 19,230                *

            (continued on next page)

                                       S-2





         (continued from previous page)
Zurich Institutional Benchmarks Master
      Fund Ltd. c/o Zazove Associates LLC             $1,000,000           1.00%             38,461                *
                                                    ------------         -------          ---------               ------
                                                     $93,150,000          93.15%          3,582,676               11.38%
All other holders of notes or future
      transferees, pledgees, donees, assignees
      or successors of any such holders (7)(8)        $6,850,000           6.85%            263,477(9)              .74%
                                                    ------------         -------          ---------               ------
Total                                               $100,000,000         100.00%          3,846,153               12.12%
                                                    ============         =======          =========               ======
- --------------

* Less than one percent (1%).

(1)  Assumes conversion of all of the holder's notes at a conversion price of
     $26.00 per share, or a conversion rate of approximately 38.4615 shares of
     common stock per $1,000 principal amount at maturity of the notes. This
     conversion rate is subject to adjustment, however, as described under
     "Description of the Notes - Conversion of Notes." As a result, the number
     of shares of common stock issuable upon conversion of the notes may
     increase or decrease in the future. Under the indenture for the notes,
     fractional shares will not be issued upon any conversion. In lieu thereof
     cash will be paid based on the current market price of the stock on the
     trading day immediately before the conversion date.

(2)  Calculated based on Rule 13d-3(d)(i) of the Exchange Act, using 27,897,836
     shares of common stock outstanding as of September 30, 2002. In calculating
     this amount for each holder, we treated as outstanding the number of shares
     of common stock issuable upon conversion of all of that holder's notes, but
     we did not assume conversion of any other holder's notes.

(3)  The holder is a broker-dealer and was one of the initial purchasers of the
     notes in the private placement of the notes completed in March 2002. The
     notes were resold by the initial purchasers pursuant to Rule 144A under the
     Securities Act, and we entered into a registration rights agreement with
     the initial purchasers for the benefit of the holders of the notes and
     shares of common stock issuable upon conversion of the notes. We have been
     informed by the initial purchasers that they intend to make a market in the
     notes. The initial purchasers are not obligated to do so, and they may
     cease their market making at any time without notice. In addition, this
     market making activity will be subject to limitations imposed by the
     Securities Act and the Securities Exchange Act and may be limited during
     the effectiveness of a registration statement relating to the notes. As of
     December 20, 2002, the holder held a short position with respect to
     $3,025,000 aggregate principal amount of notes not subject to transfer
     restrictions due to the sale of such notes under the shelf registration
     statement of which this prospectus is a part. The holder also beneficially
     owns 17,105 shares of St. Mary common stock.

(4)  The holder also beneficially owns 26,172 shares of St. Mary common stock.

(5)  The holder also beneficially owns 18,615 shares of St. Mary common stock.

                                      S-3



(6)  The holder also beneficially owns 419 shares of St. Mary common stock.

(7)  Information about other selling securityholders will be set forth in
     prospectus supplements, if required.

(8)  Assumes that any other holders of the notes or any future pledgees, donees,
     assignees, transferees or successors of or from any other such holders of
     the notes, do not beneficially own any shares of common stock other than
     the common stock issuable upon conversion of the notes at the initial
     conversion rate.

(9)  Reflects certain rounding differences.