SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* FLYING J OIL & GAS INC (Last) (First) (Middle) 333 WEST CENTER ST (Street) NORTH SALT LAKE UT 84054 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ST MARY LAND & EXPLORATION CO [ SM ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) Former 10% Owner
	3. Date of Earliest Transaction (Month/Day/Year) 02/09/2004
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock; $.01 par value	02/09/2004		S(1)		1,690,409	D	$26.92(1)	0	D
Common Stock, $.01 par value	02/09/2004		S(1)		1,690,409	D	$26.92(1)	0	I(1)	By Big West Oil & Gas Inc.(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Call option (obligation to sell)(1)	$28.8235	02/09/2004		J(1)			1	01/29/2003	04/29/2006	Common stock, $.01 par value	1,690,409	$0	0	D
Call option (obligation to sell)(1)	$28.8235	02/09/2004		J(1)			1	01/29/2003	04/29/2006	Common stock, $.01 par value	1,690,409	$0	0	I(1)	By Big West Oil & Gas Inc.(1)

Explanation of Responses:

1. The issuer repurchased 1,690,409 shares of its common stock held by Flying J Oil & Gas Inc. (FJOG) and 1,690,409 shares held by Big West Oil & Gas Inc. (BWOG) for $91,000,000. In connection therewith FJOG and BWOG repaid a loan of $71,593,795 with accrued interest forgiven and an option agreement whereby FJOG and BWOG could put the shares to the issuer for $71,593,795 plus certain interest amounts, and the issuer could call the shares for $97,447,094, was terminated. BWOG is a wholly owned subsidiary of FJOG, which is a wholly owned subsidiary of Flying J Inc., of which Flying J Corp (FJC) holds what may be deemed a controlling interest. FJC is owned by certain trusts created by the estate of O.Jay Call. FJC and the trusts disclaim beneficial ownership of the issuer's securities except to the extent of their respective pecuniary interests therein.

	By: /S/ Chris J. Malan	02/11/2004
	** 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 4 (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).
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