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 29, 2007 (March 28, 2007)

 

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.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

 

[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 8.01

Other Events.

 

On March 28, 2007, St. Mary Land & Exploration Company (the “Company”) issued a press release entitled “St. Mary to Offer $250 Million of Senior Convertible Notes,” which announced that the Company intends to offer, subject to market and other conditions, senior convertible notes in a private offering. A copy of that press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits. The following exhibit is filed as part of this report:

 

Exhibit 99.1

Press release, dated March 28, 2007, issued by St. Mary Land & Exploration Company.

 

 

 

 

 

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 29, 2007

By:

/s/ DAVID W. HONEYFIELD

 

 

David W. Honeyfield

 

 

Senior Vice President – Chief Financial Officer, Treasurer

 

and Secretary