EXHIBIT 23.4


                       CONSENT OF INDEPENDENT ACCOUNTANTS




We consent to the  incorporation by reference in the registration  statements of
St.  Mary Land &  Exploration  Company  and  Subsidiaries  on Form S-8 (File No.
333-61850 and File No.  333-58273) of our report dated March 3, 1997, except for
the effects of adopting  Statement of Financial  Accounting  Standards  No. 128,
"Earnings  Per Share," as discussed in Note 1, as to which the date is March 19,
1998,  on our audit of the  financial  statements of St. Mary Land & Exploration
Company and  Subsidiaries  for the year ended December 31, 1996, which report is
included in this Annual Report on Form 10-K/A-2.




PricewaterhouseCoopers LLP



Denver, Colorado
October 1, 1999