ST MARY LAND & EXPLORATION CO
8-K, 1997-02-19
CRUDE PETROLEUM & NATURAL GAS
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                       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

                                February 18, 1996


                                   __________


                         Commission File Number 0-20872

                       ST. MARY LAND & EXPLORATION COMPANY
             (Exact name of Registrant as specified in its charter)




                    Delaware                            41-0518430
         (State or other Jurisdiction      (I.R.S. Employer Identification No.)
       of incorporation or organization)



             1776 Lincoln Street, Suite 1100, Denver, Colorado 80203
            (Address of principal executive offices)       (Zip Code)




                                 (303) 861-8140
              (Registrant's telephone number, including area code)




<PAGE>

ITEM 5. OTHER EVENTS
 
On February 18, 1997,  St. Mary Land &  Exploration  Company (the  "Registrant")
announced in a press release that its South  Horseshoe  Bayou discovery well has
reached total depth of 19,000 feet, has been completed in the uppermost pay zone
below 17,300 feet and is presently testing directly into the sales line.

In initial  production  tests the well is  producing  20 MMCF and 200 barrels of
condensate  per day on a 19/64th  inch choke with a flowing  tubing  pressure of
over  12,800  psi.  The well  encountered  in  excess  of 100 feet of total  pay
averaging greater than 20% porosity, as calculated from electric log analysis by
Schlumberger.

St.  Mary  holds a 25%  working  interest  and an  approximate  40% net  revenue
interest in the well which is operated by Mobil Oil Corporation.



ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

     (a)  Financial Statements.

          No financial statements are required by Item 7(a).

     (b)  Pro Forma Financial Information.

          No pro forma financial information is required to be reported by Item
          7(b).

     (c)  Exhibit.

          Press Release of the Registrant entitled "St. Mary Reports First Sales
          from South  Horseshoe  Bayou  Discovery"  dated  February  18, 1997 is
          attached hereto as Exhibit 10.44.


<PAGE>


                                   SIGNATURES


     Pursuant to the  requirements  of the  Securities and Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                     St. Mary Land & Exploration Company



February 18, 1997                    By  /s/  MARK A. HELLERSTEIN
                                         ------------------------          
                                         Mark A Hellerstein
                                         President and Chief Executive Officer
 

February 18, 1997                    By  /s/  RICHARD C. NORRIS
                                         ----------------------
                                         Richard C. Norris
                                         Vice President - Accounting and
                                         Administration and Chief Accounting
                                         Officer


<PAGE>

EXHIBIT 10.44
                                                           Information:
                                                           Mark A. Hellerstein
                                                           David L. Henry
                                                           Adele A. Linneman
                                                           303-861-8140

FOR IMMEDIATE RELEASE

                        ST. MARY REPORTS FIRST SALES FROM
                         SOUTH HORSESHOE BAYOU DISCOVERY

DENVER,  CO, February 18, 1997 -- St. Mary Land & Exploration  Company  (NASDAQ:
MARY) today announced that its South  Horseshoe  Bayou  discovery  reached total
depth of 19,000 feet,  has been completed in the uppermost pay zone below 17,300
feet and is presently testing directly into the sales line.

In initial  production  tests the well is  producing  20 MMCF and 200 barrels of
condensate  per day on a 19/64th  inch choke with a flowing  tubing  pressure of
over 12,800 psi. As previously  reported,  the well encountered in excess of 100
feet of total pay  averaging  greater  than 20%  porosity,  as  calculated  from
electric log analysis by Schlumberger.

St.  Mary  holds a 25%  working  interest  and an  approximate  40% net  revenue
interest in the well which is operated by Mobil Oil  Corporation.  The  prospect
was generated in cooperation with Samuel Gary Jr. & Associates, Inc. of Denver.

Except for historical information contained herein,  statements in this release,
including  information  regarding  the business of the  Company,  may be forward
looking  statements.  Forward looking statements involve known and unknown risks
and uncertainties which may cause the Company's actual results in future periods
to differ materially from forecasted results.

A Form S-3  Registration  Statement  has been  filed  with  the  Securities  and
Exchange  Commission,  as a new financing to register the sale by the Company of
2,000,000 shares of common stock and up to an additional 300,000 shares to cover
the underwriters' over-allotment option, but has not yet become effective. These
securities  may not be sold nor may offers to buy be accepted  prior to the time
the  registration  statement  becomes  effective.  This press  release shall not
constitute  an offer to sell or the  solicitation  of an offer to buy nor  shall
there  be any sale of  these  securities  in any  state  in  which  such  offer,
solicitation or sale would be unlawful prior to  registration  or  qualification
under the securities  laws of any such state. A written  prospectus  meeting the
requirements  of the  Securities  Act of 1933  may be  obtained  from  Adele  A.
Linneman  at St.  Mary Land &  Exploration,  1776  Lincoln  Street,  Suite 1100,
Denver, Colorado 80203.

St. Mary Land & Exploration  Company,  an independent  oil and gas concern,  has
diversified   exploration,   development   and   production   holdings   in  the
Mid-Continent  region;  the  tri-state  area  of  northern  Louisiana,  southern
Arkansas,  and eastern  Texas;  South  Louisiana;  and the Williston and Permian
Basins.





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