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)
                         March 28, 2003 (March 14, 2003)

                     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.

         With respect to its $100 million of 5.75% senior convertible notes due
2022, for the period from March 15, 2003 to September 14, 2003 St Mary Land
& Exploration Company Company will, subject to the terms of the indenture
under which the notes were issued, accrue contingent interest on the notes at a
rate of 0.50% per annum, in addition to the 5.75% annual rate of interest that
the notes are currently accruing.

         The Company issued a press release dated March 14, 2003 announcing the
accrual of additional contingent interest on the notes. Such press release is
furnished as part of this report 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 March 14, 2003.


                                       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:  March 28, 2003                    By: /s/ RICHARD C. NORRIS
                                             ---------------------
                                              Richard C. Norris
                                              Vice President - Finance,
                                              Treasurer and Secretary