EXHIBIT 23.2


                       CONSENT OF INDEPENDENT ACCOUNTANTS

                  We consent to the incorporation by reference in the
registration statement of St. Mary Land & Exploration Company and
Subsidiaries on Form S-4 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 audits of the financial statements of St. Mary Land &
Exploration Company and Subsidiaries for the year ended December 31, 1996,
which report is incorporated by reference in this Form S-4. We also consent
to the reference to our firm under the caption "Experts."


                                       /s/ PricewaterhouseCoopers LLP
                                       -----------------------------
                                       PricewaterhouseCoopers LLP

Denver, Colorado
August 17, 1999