UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 10, 2004 (February 9, 2004) St. Mary Land & Exploration Company (Exact name of registrant as specified in its charter) Delaware 001-31539 41-0518430 (State or other jurisdiction (Commission (I.R.S Employer of incorporation) File Number) Identification No.) 1776 Lincoln Street, Suite 700, Denver, Colorado 80203 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (303) 861-8140 Not applicable (Former name or former address, if changed since last report.)Item 5. Other Events and Regulation FD Disclosure. On February 9, 2004, St. Mary Land & Exploration Company issued a press release announcing its repurchase of 3,380,818 restricted shares of St. Mary common stock from Flying J Oil & Gas Inc. and Big West Oil & Gas Inc for $91,000,000 or $26.92 per share. This press release is attached hereto as Exhibit 99.1. Item 7. Financial Statements and Exhibits. (c) Exhibits. The following exhibit is furnished as part of this report: Exhibit 99.1 Press release of St. Mary Land & Exploration Company dated February 9, 2004 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ST. MARY LAND & EXPLORATION COMPANY Date: February 10, 2004 By: /S/ DAVID W. HONEYFIELD ----------------------- David W. Honeyfield Vice President - Finance, Treasurer and Secretary