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) October 22, 2004 (October 20, 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 (IRS 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.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.): [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))Item 2.02 Results of Operations and Financial Condition. In accordance with General Instruction B.2 of Form 8-K, the following information, including Exhibit 99.1, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall such information and Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such a filing. On October 20, 2004, St. Mary Land & Exploration Company issued a press release, which announced its #9 ranking on the Forbes list of 200 Best Small Companies, provided an update of its operations for the third quarter of 2004 and announced certain acquisitions. As indicated in the press release, the Company has scheduled a related 2004 third quarter earnings teleconference call for November 4, 2004, at 8:00 am (MDT). A copy of the press release is furnished as Exhibit 99.1 to this report. Item 7.01 Regulation FD Disclosure. In accordance with General Instruction B.2 of Form 8-K, the following information, including Exhibit 99.2, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall such information and Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such a filing. On October 20, 2004, the registrant issued a press release announcing the declaration of a regular semi-annual 5 cent per share cash dividend to be paid on November 15, 2004, to stockholders of record as of the close of business on November 5, 2004. A copy of the press release is furnished as Exhibit 99.2 to this report. Item 9.01 Financial Statements and Exhibits. (c) Exhibits. The following exhibits are furnished as part of this report: Exhibit 99.1 Press release of St. Mary Land & Exploration Company dated October 20, 2004 Exhibit 99.2 Press release of St. Mary Land & Exploration Company dated October 20, 2004 2 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: October 22, 2004 By: /S/ DAVID W. HONEYFIELD ----------------------- David W. Honeyfield Vice President - Finance, Treasurer and Secretary 3