ST MARY LAND & EXPLORATION CO
SC 13G/A, 1998-02-20
CRUDE PETROLEUM & NATURAL GAS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549




                                  SCHEDULE 13G


            Information Statement Pursuant to Rule 13d-1(c) and 13d-2
                    Under the Securities Exchange Act of 1934


                               (Amendment No. 1)*


                       ST. MARY LAND & EXPLORATION COMPANY
                                (Name of Issuer)




                          Common Stock, $.01 par value
                         (Title of Class of Securities)




                                    792228108
                                 (CUSIP Number)


                                December 31, 1997


Check the following box if a fee is being paid with this  statement:[ ](A fee is
not required  only if the filing  person:  (1) has a previous  statement on file
reporting  beneficial  ownership  of more  than  five  percent  of the  class of
securities  described  in Item 1;  and (2) has  filed  no  amendment  subsequent
thereto reporting  beneficial  ownership of five percent or less of such class.)
(See Rule 13d-7.)

* The remainder of this cover page shall be filled out for a reporting  person's
initial filing on thisform with respect to the subject class of securities,  and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).



<PAGE>


CUSIP No.:    792228108


1.   Names of Reporting Persons and S.S. or I.R.S. Identification No.:

         John P. Congdon

2.   Check the Appropriate Box if a Member of a Group:

     [ ] (a)   Member of a group and such membership is expressly affirmed.

     [X] (b)  Membership in a group is disclaimed  or,  although a relationship
              with other persons is described, no existence of a group is 
              affirmed.

3.   SEC Use Only:

4.   Citizenship or Place of Organization:   U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

     5.   Sole Voting Power:   419,548

     6.   Shared Voting Power:   0

     7.   Sole Dispositive Power:   419,548

     8.   Shared Dispositive Power:   0

9.   Aggregate Amount Beneficially Owned by Each Reporting Person:   419,548

10.  Check if the Aggregate Amount in Row 9 Excludes Certain Shares: [ ]

11.  Percent of Class Represented by Amount in Row 9:   3.8 %

12.  Type of Reporting Person:   IN



<PAGE>


ITEM 1.

     (a)  Name of Issuer: St. Mary Land & Exploration Company

     (b)  Address of Issuer's Principal Executive Offices:  1776 Lincoln Street,
          Suite 1100, Denver, Colorado 80203


ITEM 2.

     (a)  Name of Person Filing: John P. Congdon

     (b)  Address of Principal Business Office or, if none,  Residence:  c/o St.
          Mary Land & Exploration Company, 1776 Lincoln St., Suite 1100, Denver,
          CO 80203

     (c)  Citizenship: U.S.A.

     (d)  Title of Class of Securities: Common Stock, $.01 par value

     (e)  CUSIP No.: 792228108


ITEM 3.

     If this statement is filed pursuant to 13d-1(b), or 13d-2(b), check whether
     the person filing is a: 

     NOT APPLICABLE

      [ ] (a)  Broker or Dealer registered under Section 15 of the Act

      [ ] (b)  Bank as defined in section 3(a)(6) of the Act

      [ ] (c)  Insurance Company as defined in section 3(a)(19) of the Act

      [ ] (d)  Investment  Company  registered under section 8 of the Investment
               Company Act

      [ ] (e)  Investment Adviser registered under section 203 of the Investment
               Advisers Act of 1940

      [ ] (f)  Employee  Benefit  Plan,  Pension  Fund  which is  subject to the
               provisions of the Employee  Retirement  Income Security Act of
               1974 or Endowment Fund.

      [ ] (d)  Parent Holding Company.

      [ ] (e)  Group.



<PAGE>


ITEM 4.   Ownership.

If the percent of the class owned,  as of December 31 of the year covered by the
statement, or as of the last day of any month described in Rule 13d-1(b)(2),  if
applicable,  exceeds five percent,  provide the following information as of that
date and identify those shares which there is a right to acquire.

     (a) Amount Beneficially Owned: 419,548

     (b) Percent of Class: 3.8%

     (c) Number of shares as to which such person has:

          (i) sole power to vote or to direct the vote: 419,548

          (ii) shared power to vote or to direct the vote: 0

          (iii) sole power to dispose or to direct the disposition of: 419,548

          (iv) shared power to dispose or to direct the disposition of: 0


ITEM 5.   Ownership of Five Percent or Less of a Class.

If this  statement  is being filed to report the fact that as of the date hereof
the  reporting  person has ceased to be the  beneficial  owner of more than five
percent of the class of securities, check the following: [X]


ITEM 6.   Ownership of More than Five Percent on Behalf of Another Person.

     NOT APPLICABLE

ITEM 7.   Identification  and Classification of the Subsidiary Which Acquired 
          the Security Being Reported on By the Parent Holding Company.

     NOT APPLICABLE

ITEM 8.   Identification and Classification of Members of the Group.

     NOT APPLICABLE

ITEM 9.   Notice of Dissolution of Group.

     NOT APPLICABLE



<PAGE>


ITEM 10.  Certification.

     By signing  below,  I certify that, to the best of my knowledge and belief,
the  securities  referred  to above were not  acquired  and are not held for the
purpose of or with the effect of  changing  or  influencing  the  control of the
issuer of the  securities  and were not acquired and are not held in  connection
with or as a participant in any transaction having that purposes or effect.

                                    SIGNATURE

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.



Date:   2/13/98                  By:   /S/ JOHN P. CONGDON
                                       ------------------------- 
                                       JOHN P. CONGDON

                                       John P. Congdon, Trustee--MMC 1961  
                                       Trust & TEC 1966 Trust





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