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Delaware
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41-0518430
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(State
or other jurisdiction of
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(IRS
Employer
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incorporation
or organization)
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Identification
No.)
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Large
accelerated filer þ
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Accelerated
filer o
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Non-accelerated
filer o (Do
not check if a smaller reporting company)
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Smaller
reporting company o
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Title
of securities
to be
registered
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Amount
to be
registered
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Proposed
maximum
offering
price
per
share
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Proposed
maximum
aggregate
offering
price
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Amount of
registration
fee
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Common
stock,
$.01
par value (1)
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2,001,194
shares(2)
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$59.89(3)
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$119,851,508.66
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$4,710.16(4)(5)
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(1)
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Includes
associated stock purchase rights under the registrant’s shareholder rights
plan adopted on July 15, 1999, as amended, that are deemed to be delivered
with each share of common stock issued by the registrant and currently are
not separately transferable apart from the common
stock.
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(2)
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Pursuant
to Rule 416 under the Securities Act of 1933, this registration statement
shall be deemed to cover any additional shares which become issuable as a
result of a stock split, stock dividend or similar
transaction.
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(3)
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Solely
for the purpose of computing the registration fee in accordance with Rule
457(h) under the Securities Act of 1933, the price shown is based upon the
price of $59.89 per share, which is the average of the high and low
selling prices for the registrant’s common stock as reported on the New
York Stock Exchange on June 16,
2008.
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(4)
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Calculated
under Section 6(b) of the Securities Act of 1933 as 0.00003930 of
$119,851,508.66.
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(5)
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Of
the total of 2,001,194 shares registered under this registration
statement, a total of 205,191 shares were previously registered under a
Registration Statement on Form S-8 (File No. 333-106438) of St. Mary Land
& Exploration Company filed on June 25, 2003 (the “Prior S-8
Registration Statement”), and the balance of the shares are newly
registered shares. Such 205,191 shares (the “Previously
Registered Shares”) have not been offered or sold pursuant to the Prior
S-8 Registration Statement. Pursuant to Rule 457(p) under the
Securities Act of 1933, the registration fee of $4,710.16 for this
registration statement is offset by a registration fee of $449.36
previously paid by St. Mary Land & Exploration Company for the Prior
S-8 Registration Statement with respect to the Previously Registered
Shares.
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EXPLANATORY
NOTE
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Exhibit
No.
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Description
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5.1*
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Opinion
of Ballard Spahr Andrews & Ingersoll, LLP
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23.1*
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Consent
of Deloitte & Touche LLP
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23.2*
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Consent
of Ballard Spahr Andrews & Ingersoll, LLP (included in Exhibit
5.1)
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23.3*
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Consent
of Ryder Scott Company, L.P.
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23.4*
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Consent
of Netherland, Sewell & Associates, Inc.
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24.1*
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Power
of Attorney (included in signature page hereof)
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99.1
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St.
Mary Land & Exploration Company 2006 Equity Incentive Compensation
Plan, As Amended and Restated as of March 28, 2008 (filed on May 27,
2008 as Exhibit 10.1 to the registrant’s Current Report on Form 8-K and
incorporated herein by reference)
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Signature
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Title
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Date
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/s/ ANTHONY J.
BEST
Anthony
J. Best
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President
and Chief Executive
Officer,
and Director
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June
19, 2008
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Mark
T. Solomon
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Controller
and Acting Principal Financial Officer
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June
19, 2008
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/s/ MARK A.
HELLERSTEIN
Mark
A. Hellerstein
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Chairman
of the Board of Directors
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June
12, 2008
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/s/ BARBARA M.
BAUMANN
Barbara
M. Baumann
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Director
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June
19, 2008
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/s/ LARRY W.
BICKLE
Larry
W. Bickle
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Director
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June
19, 2008
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/s/ WILLIAM J.
GARDINER
William
J. Gardiner
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Director
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June
13, 2008
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/s/ JULIO M.
QUINTANA
Julio
M. Quintana
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Director
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June
19, 2008
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/s/ JOHN M.
SEIDL
John
M. Seidl
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Director
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June
19, 2008
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/s/ WILLIAM D.
SULLIVAN
William
D. Sullivan
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Director
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June
19, 2008
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