SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

WILSON KEVIN E

(Last)

(First)

(Middle)

C/O ST MARY LAND & EXPLORATION

7060 S. YALE #800

(Street)

TULSA

74136

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/22/2004

3. Issuer Name and Ticker or Trading Symbol
ST MARY LAND & EXPLORATION CO [ SM ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Senior Vice President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	4,113⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	12/31/1997⁽²⁾	12/31/2007	Common Stock	780	17.5	D
Employee Stock Option (right to buy)	12/31/1999⁽³⁾	12/31/2009	Common Stock	5,859	12.375	D
Employee Stock Option (right to buy)	12/31/2000⁽⁴⁾	12/31/2010	Common Stock	13,250	33.3125	D
Employee Stock Option (right to buy)	09/30/2001⁽⁵⁾	09/30/2011	Common Stock	2,952	15.93	D
Employee Stock Option (right to buy)	12/31/2001⁽⁶⁾	12/31/2011	Common Stock	5,903	21.19	D
Employee Stock Option (right to buy)	03/31/2002⁽⁷⁾	03/31/2012	Common Stock	5,902	21.71	D
Employee Stock Option (right to buy)	06/30/2002⁽⁸⁾	06/30/2012	Common Stock	5,902	24.06	D
Employee Stock Option (right to buy)	09/30/2002⁽⁹⁾	09/30/2013	Common Stock	5,291	23.9	D
Employee Stock Option (right to buy)	12/31/2002⁽¹⁰⁾	12/31/2012	Common Stock	5,291	25	D
Employee Stock Option (right to buy)	10/22/2003⁽¹¹⁾	10/22/2013	Common Stock	765	26.78	D
Employee Stock Option (right to buy)	09/30/2003⁽¹²⁾	09/30/2013	Common Stock	4,086	25.32	D
Employee Stock Option (right to buy)	06/30/2003⁽¹³⁾	06/30/2013	Common Stock	5,290	27.3	D
Employee Stock Option (right to buy)	03/31/2003⁽¹⁴⁾	03/31/2013	Common Stock	5,290	25.05	D

Explanation of Responses:

1. Includes shares from the Company Employee Stock Purchase Plan that Mr. Willson has aquired since before becoming a reporting individual.

2. The Option is 100% vested.

3. The Option is 100% vested.

4. The Option is 100% vested.

5. The Option was vested 25% upon grant and vested in additional 25% equal installments on September 30, 2002, 2003 and 2004.

6. The Option was 25% vested upon grant and vests in additional 25% equal installments on September 30, 2002, 2003 and 2004.

7. The Option was 25% vested upon grant and vests in additional 25% equal installments on September 30, 2002,2003 and 2004.

8. The Option was 25% vested upon grant and vests in additional 25% equal installments on September 30, 2002, 2003 and 2004

9. The Option was 25% vested upon grant and vests in additional 25% equal installments on September 30, 2003, 2004 and 2005.

10. The Option was 25% vested upon grant and vests in additional 25% equal installments on September 30, 2003,2004 and 2005.

11. The Option was 25% vested upon grant and vests in additional 25% equal installments on September 30, 2004,2005 and 2006.

12. The Option was 25% vested upon grant and vests in additional 25% equal installments on September 30, 2004, 2005 and 2006.

13. The Option was 25% vested upon grant and vests in additional 25% equal installments on September 30, 2004,2005 and 2006.

14. The Option was 25% vested upon grant and vests in additional 25% equal installments on September 30, 2004,2005 and 2006.

	Teresa B. Rosenthal (Attorney-in-fact)	02/02/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.