ST MARY LAND & EXPLORATION CO
8-K, 2001-01-08
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

                Date of Report (Date of earliest event reported)
                      January 5, 2001 (December 28, 2000)


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

         Delaware                      0-20872                    41-0518430
      (State or other              (Commission File            (I.R.S Employer
      jurisdiction of                  Number)               Identification No.)
      incorporation)


             1776 Lincoln Street, Suite 1100, 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.)




<PAGE>


ITEM 2.  Acquisition or Disposition of Assets.

On December  28,  2000,  St. Mary Land &  Exploration  Company  (the  "Company")
acquired  certain  producing  and  nonproducing  oil and gas  properties  in the
Anadarko Basin in Oklahoma and Texas from JN Exploration and Production  Limited
Partnership,  Colt  Resources  Corporation,  Princeps  Partners,  Inc.,  and The
William G. Helis Company, LLC (collectively, "JN et al") for a purchase price of
$32.0  million in cash after  normal  purchase  price  adjustments.  The Company
utilized cash on hand and a portion of its existing credit facility with Bank of
America to fund the acquisition.  The transaction was consummated pursuant to an
Agreement of Sale and Purchase dated October 16, 2000, effective as of September
1, 2000.

ITEM 7.    FINANCIAL STATEMENTS AND EXHIBITS

     (a)    Financial statements of businesses acquired.

              Financial  statements for the acquired properties are not required
              to be filed with this report.

     (b)    Pro forma financial information.

              Pro  forma  financial   statements,   which  give  effect  to  the
              acquisition  of the  acquired  properties  are not  required to be
              filed with this report.

     (c)    Exhibits.

              The following exhibit is furnished as part of this report:

              Exhibit       10.1  Agreement of Sale and Purchase  dated  October
                            16, 2000, effective as of September 1, 2000; between
                            JN Exploration and Production  Limited  Partnership,
                            Colt Resources Corporation, Princeps Partners, Inc.,
                            and The William G. Helis Company, LLC (collectively,
                            "JN et al") and St. Mary Land & Exploration Company.




<PAGE>




                                   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: January 5, 2001                         By  /s/ MARK A. HELLERSTEIN
                                                  --------------------------
                                                  Mark A. Hellerstein
                                                  President and Chief Executive
                                                  Officer

Date: January 5, 2001                         By  /s/ RICHARD C. NORRIS
                                                  -------------------------
                                                  Richard C. Norris
                                                  Vice President - Finance,
                                                  Treasurer and Secretary




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