April 19, 2005
By facsimile - (202) 942-9528, EDGAR
and Federal Express
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street N.W.
Washington, D.C. 20549-0405
Attn: Tangela Richter
Melinda Kramer
Re: St. Mary Land & Exploration Company
Revised Preliminary Proxy Materials on Schedule 14A filed
April 14, 2005
File No. 1-31539
Dear Ms. Richter and Ms. Kramer:
Please accept the following response to the comment from the SEC
staff's review of the above-referenced proxy materials, which comment was
communicated to the undersigned in a telephone discussion with Tangela Richter
and Melinda Kramer of the SEC staff on April 15, 2005 and discussed further with
Ms. Richter on April 19, 2005. Such comment relates to comment no. 4 in a letter
by H. Roger Schwall dated April 14, 2005 and the response thereto in a letter by
the Company dated April 14, 2005.
Amendment to Certificate of Incorporation to Increase the total
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Number..., page 19
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4. The Company hereby supplementally confirms that it has no
current plans, proposals or arrangements, written or
otherwise, to engage in any business or investment opportunity
which would involve the issuance of shares of the Company's
common stock that would be subject to the disclosure
requirements of Note A of Schedule 14A, which provides that
where a solicitation of security holders is for the purpose of
approving the authorization of additional securities which are
to be used to acquire another specified company, and the
registrant's security holders will not have a separate
opportunity to vote upon the transaction, the solicitation to
authorize the securities is also a solicitation with respect
to the acquisition.
Securities and Exchange Commission
April 19, 2005
Page 2
Should you have any further questions, please call me at (303) 863-4334.
Very truly yours,
/S/ DAVID W. HONEYFIELD
David W. Honeyfield
V.P. - Finance, Secretary & Treasurer
Enclosure
cc: Mr. Dwight Landes - Ballard Spahr Andrews & Ingersoll, LLP
(w/ encl.) - By facsimile
