DECEMBER 31, 2002 Form 10-K/A

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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-K/A

[ x ] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
      Act of 1934
                  For the fiscal year ended December 31, 2002
                                       or
[   ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934.

                        Commission file number 001-31539

                     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 700, Denver, Colorado 80203
             ------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

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

           Securities registered pursuant to Section 12(b)of the Act:

        Title of each class                          Name of each exchange
                                                      on which registered

    Common Stock, $.01 par value                    New York Stock Exchange
    ----------------------------                    -----------------------

           Securities registered pursuant to Section 12(g)of the Act:
                                      None

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes [ x ] No [ ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12-6-2 of the Act). Yes [ x ] No [ ]

The  aggregate  market  value of  27,152,051  shares  of  voting  stock  held by
non-affiliates  of the  registrant,  based  upon the  closing  sale price of the
common stock on June 28, 2002,  the last business day of the  registrant's  most
recently completed second fiscal quarter, of $24.06 per share as reported on the
Nasdaq  National  Market System,  on which St. Mary's common stock was traded at
the time,  was  $653,278,347.  Shares of common stock held by each  director and
executive  officer  and by each  person who owns 10% or more of the  outstanding
common  stock or who is  otherwise  believed  by the  Company to be in a control
position  have been  excluded.  This  determination  of affiliate  status is not
necessarily a conclusive determination for other purposes.

          As of  March 3, 2003, the  registrant had 31,433,900 shares  of common
stock outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

The information  required by Items 10, 11, 12 and 13 of Part III is incorporated
by  reference  from  portions of the  registrant's  definitive  proxy  statement
relating to its 2003 annual meeting of  stockholders to be filed within 120 days
from December 31, 2002.

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                                EXPLANATORY NOTE

THIS AMENDMENT ON FORM 10-K/A IS BEING FILED SOLELY TO INSERT  ADDITIONAL  TYPED
SIGNATURES  INADVERTENTLY  NOT INCLUDED  WITH THE  ORIGINAL  FORM 10-K FILING ON
MARCH 13, 2003. ALL OTHER INFORMATION CONTAINED IN THE ORIGINAL FORM 10-K FILING
REMAINS UNCHANGED.


                                   SIGNATURES


         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
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
                                        ---------------------------------------
                                                    (Registrant)



Date:  March 12, 2003                   By: /s/ MARK A. HELLERSTEIN
                                           -----------------------------------
                                           Mark A. Hellerstein
                                           Chairman of the Board of Directors,
                                           President and Chief Executive Officer


                            GENERAL POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below  constitutes and appoints Mark A.  Hellerstein his or her true and
lawful   attorney-in-fact   and  agent  with  full  power  of  substitution  and
resubstitution,  for him or her and in his or her name,  place and stead, in any
and all  capacities,  to sign any amendments to this annual report on Form 10-K,
and to file the same,  with exhibits  thereto and other  documents in connection
therewith,  with the Securities and Exchange  Commission,  hereby  ratifying and
confirming all that said attorney-in-fact, or his substitute or substitutes, may
do or cause to be done by virtue hereof.

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities and on the dates indicated.


Signature                  Title                                  Date
---------                  -----                                  ----

/s/ MARK A. HELLERSTEIN    Chairman of the Board of Directors,    March 12, 2003
-----------------------    President and Chief Executive Officer
Mark A. Hellerstein


/s/ RONALD D. BOONE        Executive Vice President, Chief        March 12, 2003
-----------------------    Operating Officer and Director
Ronald D. Boone


/s/ ROBERT L. NANCE        Senior Vice President and Director     March 12, 2003
-----------------------
Robert L. Nance


/s/ RICHARD C. NORRIS      Vice President-Finance,                March 12, 2003
-----------------------    Secretary and Treasurer
Richard C. Norris


/s/ GARRY A. WILKENING     Vice President-Administration          March 12, 2003
-----------------------    and Controller
Garry A. Wilkening



Signature                  Title                                  Date
---------                  -----                                  ----

/s/BARBARA M. BAUMANN      Director                               March 12, 2003
-----------------------
Barbara M. Baumann


/s/ LARRY W. BICKLE        Director                               March 12, 2003
-----------------------
Larry W. Bickle


                           Director                               March 12, 2003
-----------------------
Thomas E. Congdon


/s/ WILLIAM J. GARDINER    Director                               March 12, 2003
-----------------------
William J. Gardiner


/s/ AREND J. SANDBULTE     Director                               March 12, 2003
-----------------------
Arend J. Sandbulte


/s/ JOHN M. SEIDL          Director                               March 12, 2003
-----------------------
John M. Seidl


                                   SIGNATURE

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  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
                                        ---------------------------------------
                                                    (Registrant)



Date:  March 14, 2003                   By: /s/ MARK A. HELLERSTEIN
                                           ------------------------------------
                                           Mark A. Hellerstein
                                           Chairman of the Board of Directors,
                                           President and Chief Executive Officer