<SUBMISSION>
<ACCESSION-NUMBER>0000893538-01-500014
<TYPE>DEF 14A
<PUBLIC-DOCUMENT-COUNT>1
<PERIOD>20010523
<FILING-DATE>20010412
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>ST MARY LAND & EXPLORATION CO
<CIK>0000893538
<ASSIGNED-SIC>1311
<IRS-NUMBER>410518430
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>DEF 14A
<ACT>34
<FILE-NUMBER>000-20872
<FILM-NUMBER>1600929
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>1776 LINCOLN ST STE 1100
<CITY>DENVER
<STATE>CO
<ZIP>80203
<PHONE>3038618140
</BUSINESS-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>DEF 14A
<SEQUENCE>1
<FILENAME>proxy_2001.htm
<DESCRIPTION>DEFINITIVE 2001 PROXY
<TEXT>



<HTML>
<head><TITLE>2001 Proxy Statement</TITLE>
</Head>
<body>

<PRE>


                            SCHEDULE 14A INFORMATION


         Proxy Statement Pursuant to Section 14(a)of the Securities and
                              Exchange Act of 1934


Filed by the Registrant                     [ X ]
Filed by a Party other than the Registrant  [   ]


Check the appropriate box:

[ X ] Preliminary Proxy Statement
[   ] Confidential, for Use of the Commission Only (as permitted
          by Rule 14a-6(e)(2))
[   ] Definitive Proxy Statement
[   ] Definitive Additional Materials
[   ] Soliciting Material Pursuant to Section 240.14a-11(c) or
          Section 240.14a-12


                     ST. MARY LAND &amp; EXPLORATION COMPANY
 -------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)


 -------------------------------------------------------------------------------
     (Name of Person(s) Filing Proxy Statement if other than the Registrant)


Payment of Filing Fee (check the appropriate box):

 [ X ] No fee required.

 [   ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

    1)   Title of each class of securities to which transaction applies:

         -------------------------------------------------------------------

    2)   Aggregate number of securities to which transaction applies:

         -------------------------------------------------------------------

    3)  Per unit price or other underlying value of transaction computed
        pursuant to Exchange Act Rule 0-11 (set forth the amount on which
        the filing fee is calculated and state how it was determined):

        -------------------------------------------------------------------

    4)  Proposed maximum aggregate value of transaction:

        -------------------------------------------------------------------

    5)  Total fee paid:

        -------------------------------------------------------------------

 [   ] Fee paid previously with preliminary materials.

 [   ] Check box if any part of the fee is offset as provided by Exchange Act
       Rule 0-11(a)(2) and identify the filing for which the offsetting fee
       was paid  previously. Identify the previous filing by registration
       statement number, or the Form or Schedule and the date of its filing.

    1)  Amount Previously Paid:

        -------------------------------------------------------------------

    2)  Form, Schedule or Registration Statement No.:

        -------------------------------------------------------------------

    3)  Filing Party:

        -------------------------------------------------------------------

    4)  Date Filed:

        -------------------------------------------------------------------






<PAGE>


                                                      April 12, 2001


Dear Stockholder:

         You are cordially invited to attend the 2001 annual meeting of
stockholders, which will be held in the Forum Room of Wells Fargo Bank, 1740
Broadway, Denver, Colorado on Wednesday, May 23, 2001 at 3:00 p.m. local time.

         At the meeting you and the other stockholders will vote on the election
of eleven directors, approval of an amendment to the certificate of
incorporation to increase the number of authorized shares of common stock, and
approval of amendments to the stock option plans to increase the total
authorized shares under these plans by 1,000,000 shares. You will also have the
opportunity to hear reports on St. Mary's operations and to ask questions of
general interest. You can find other detailed information about the meeting in
the accompanying proxy statement, and can find detailed information about St.
Mary in the enclosed annual report.

         Please complete and sign the enclosed proxy card and return it promptly
in the accompanying envelope. This will ensure that your shares are represented
at the meeting even if you cannot attend. Returning your proxy card to us will
not prevent you from voting in person at the meeting if you are present and wish
to do so.

         Thank you for your cooperation in returning your proxy card as promptly
as possible. We hope to see many of you at our meeting in Denver.


                                                        Very truly yours,

                                                        /s/ THOMAS E. CONGDON

                                                        Thomas E. Congdon
                                                        Chairman






<PAGE>


                     St. Mary Land &amp; Exploration Company
                         1776 Lincoln Street, Suite 1100
                             Denver, Colorado 80203
        -----------------------------------------------------------------

                    Notice of Annual Meeting of Stockholders
        -----------------------------------------------------------------

                                                            May 23, 2001


To All Stockholders:

      The 2001 annual meeting of the stockholders of St. Mary Land &amp; Exploration
Company will be held in the Forum Room of Wells Fargo Bank, 1740 Broadway,
Denver, Colorado on Wednesday, May 23, 2001 at 3:00 p.m. local time. The
purposes of the meeting are:

1.       To elect eleven directors to serve during the next year,

2.       To vote on an amendment to the certificate of incorporation to increase
         the number of authorized shares of common stock from 50,000,000 to
         100,000,000,

3.       To vote on amendments to the stock option plans to increase the number
         of shares of common stock authorized for issuance under the plans by
         1,000,000 shares, and

4.       To transact any other business which may properly come before the
         meeting.

      Only stockholders of record at the close of business on April 6, 2001 may
vote at this meeting.

      Please sign, date and return the accompanying proxy card in the enclosed
envelope as soon as possible. Any stockholder who returns their proxy can revoke
it at any time before the vote is taken at the meeting.


                                         By Order of the Board of Directors
                                         St. Mary Land &amp; Exploration Company

                                         /s/ RICHARD C. NORRIS

                                         Richard C. Norris
                                         Secretary
Denver, Colorado
April 12, 2001






<PAGE>


                          Proxy Statement Table of Contents

                                                                            Page

General..................................................................      1
Purpose of the Annual Meeting............................................      1
Who Can Vote.............................................................      1
How to Vote..............................................................      1
Revoking a Proxy.........................................................      2
Quorum and Voting Requirements...........................................      2
Payment of Proxy Solicitation Costs......................................      2
Election of Directors....................................................      3
Nominees for Election as Directors.......................................      3
Board and Committee Meetings.............................................      5
Director Compensation....................................................      6
Stock Ownership of Management............................................      7
Audit Committee Report...................................................      8
Executive Compensation...................................................      9
Summary Compensation Table...............................................      9
2000 Option Grants.......................................................     10
Aggregated Option/SAR Exercises in 2000..................................     10
Report of the Compensation Committee on Executive Compensation...........     11
Retirement Plans.........................................................     13
Performance Graph........................................................     14
Employment Agreements and Termination of Employment and Change-in-Control
    Arrangements.........................................................     15
Certain Relationships and Related Transactions...........................     15
Other Matters to be Voted On.............................................     16
Section 16(a) Beneficial Ownership Reporting Compliance..................     21
Independent Accountants..................................................     21
Future Stockholder Proposals.............................................     21
Other Matters............................................................     21
Attachment A: St. Mary Charter of the Audit Committee....................     22






</PRE>

   <TABLE width=650 CELLPADDING=0 CELLSPACING=0 BORDER=0>
</TABLE>
<BR>



<TABLE width=650 CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR><TD align=center><B>St. Mary Land &amp; Exploration Company</B></TD></TR>
<TR><TD align=center>1776 Lincoln Street, Suite 1100</TD></TR>
<TR><TD align=center>Denver, Colorado 80203</TD></TR>
<TR><TD align=center>(303) 861-8140</TD></TR>
</TABLE>
<BR><BR><BR>

<TABLE width=650 CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR><TD align=center><B><font size=4>Proxy Statement</font></B></TD></TR>
<TR><TD><HR SIZE=1 NOSHADE WIDTH=20% ALIGN=CENTER></TD></TR>
</TABLE>



<P><B>General</B></P>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; This proxy statement contains information about the 2001
annual meeting of stockholders of St. Mary Land &amp; Exploration Company to be held in the Forum Room of
Wells Fargo Bank, 1740 Broadway, Denver, Colorado on Wednesday, May 23, 2001 at 3:00 p.m. local time.
The St. Mary board of directors is using this proxy statement to solicit proxies for use at the annual
meeting. In this proxy statement "St. Mary" and "the Company" both refer to St. Mary Land &amp; Exploration
Company. This proxy statement and the enclosed proxy card are being mailed to you  on or about
April 16, 2001.</P>

<P><B>Purpose of the Annual Meeting</B></P>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; At the Company's annual meeting, stockholders will vote on
the election of directors as outlined in the accompanying notice of meeting, to approve an amendment
to the certificate of incorporation to increase
the number of  shares of common stock that the Company is authorized to issue, to approve an amendment
 to the stock option plans to
increase the total authorized number of shares of common stock which may be issued under the plans
and on any other business that properly comes before the
meeting. As of the date of this proxy statement, the Company is not aware of any business to come
before the meeting other than the items noted above.</P>

<P><B>Who Can Vote</B></P>

    <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp;  Only stockholders of record at the close of business on the
record date of April 6, 2001 are entitled to receive notice of the annual meeting and to vote the
shares of St. Mary common stock they held on that date. As of April 6, 2001, there were 28,162,475
shares of St. Mary common stock issued and outstanding. Holders of St. Mary common stock are entitled
to one vote per share and are not allowed to cumulate votes in the election of directors. The enclosed
proxy card shows the number of shares that you are entitled to vote.</P>

<P><B>How to Vote</B></P>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; If your shares of St. Mary common stock are held by a
broker, bank or other nominee (in "street name"), you will receive information from them on how to
instruct them to vote your shares.</P>
<BR><BR><BR>
<H5 align=center>1</h5>
     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; If you hold shares of St. Mary common stock in your own
name (as a "stockholder of record"), you may give instructions on how your shares are to be voted by
marking, signing, dating and returning the enclosed proxy card in the accompanying postage-paid
envelope.</P>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; A proxy, when executed and not revoked, will be voted in
accordance with its instructions.  If no instructions are given, proxies will be voted FOR
management's slate of directors, the amendment to the certificate of incorporation to increase the
authorized shares of common stock and the amendment to the stock option plans to increase the total
number of authorized shares.</P>

<P><B>Revoking a Proxy</B></P>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; You may revoke a proxy before the vote is taken at the
meeting by:</P>

<TABLE width=650 CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR><TD width=12% align=right>o</TD><TD width=3%>&nbsp;</TD><TD width=85% align=left>submitting a new
    proxy with a later date,</TD></TR>
<TR><TD align=right>o</TD><TD>&nbsp;</TD><TD align=left>by voting at the meeting, or</TD></TR>
<TR><TD align=right>o</TD><TD>&nbsp;</TD><TD align=left>by filing a written revocation with
    St. Mary's corporate secretary.</TD></TR>
</TABLE>

      <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; Your attendance at the annual meeting will not
automatically revoke your proxy.</P>

<P><B>Quorum and Voting Requirements</B></P>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; A quorum of stockholders is necessary to hold a valid
meeting.  A quorum will exist if stockholders of one-third of the outstanding shares of common stock
are present at the meeting in person or by proxy. Abstentions and broker "non-votes" count as present
for establishing a quorum. A broker non-vote occurs on a matter when a broker is not permitted to vote
on that matter without instruction from the beneficial owner of the shares and no instruction is
given. Shares held by St. Mary in its treasury are not entitled to vote and do not count toward a
quorum. If a quorum is not present, the meeting may be adjourned until a quorum is obtained.</P>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; The affirmative vote of a majority of shares entitled to
vote at the meeting will be required to amend the certificate of incorporation to increase the
authorized shares of common stock.  If a quorum is present, the affirmative vote of a majority
of shares represented in person or by proxy will be required to elect the directors, amend the stock
option plans to increase the total number of authorized shares and to decide any
other matter which may properly be submitted to a vote at the meeting.  Accordingly, any shares present
but not voted, including abstentions and broker non-votes, will have the same effect as shares voted
against approval.</P>

<P><B>Payment of Proxy Solicitation Costs</B></P>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; St. Mary will pay all costs of soliciting proxies. The
solicitation will be made by mail. In addition to mailing proxy solicitation material, St. Mary
officers, directors and employees may also solicit proxies in person, by telephone, or by other
electronic means of communication. St. Mary will ask banks, brokers, other institutions, nominees,
and fiduciaries to forward the proxy material to their principals and to obtain authority to
execute proxies.  St. Mary will reimburse them for expenses.</P>
<BR><BR><BR>
<H5 align=center>2</h5>
<BR><BR>
<TABLE width=650 CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR><TD align=center><B>ELECTION OF DIRECTORS</B></TD></TR>
</TABLE>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; All directors of the Company are elected annually.
At this meeting, eleven directors are to be elected to serve for one year or until their successors
are elected and qualified.  The Company's nominees for these directorships are identified below,
all of whom are currently serving in that capacity.</P>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; The board of directors as a whole acts as the nominating
committee, selecting the director nominees. The board performed its nominating committee functions
during the course of regular meetings of the full board of directors in early 2001.They will consider
suggestions by stockholders for
names of possible future nominees when delivered in writing to the Secretary of the Company on or
before November 1 in any year for election at the next annual meeting.</P>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp;   The proxies
will be voted in favor of the nominees unless a contrary specification is made in the proxy.  All
nominees have consented to serve as directors of the Company if elected.  However, if any nominee
is unable to serve or for good cause will not serve as a director, the persons named in the proxy
intend to vote in their discretion for a substitute who will be designated by the board of directors.</P>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; <B>The board of directors recommends voting "For"
electing the nominees.</B></P>

<TABLE width=650 CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR><TD align=center><B>NOMINEES FOR ELECTION AS DIRECTORS</B></TD></TR>
</TABLE>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; Biographical information, including principal occupation
and business experience during the last five years, of each nominee for director is set forth below.
Unless otherwise stated the principal occupation of each nominee has been the same for the past five
years.</P>
<TABLE align=center WIDTH=650 CELLPADDING=0 CELLSPACING=0 border=0>
<tr valign=top><TD width=80%>&nbsp;</TD><TD width=10% valign=bottom align=center>
    <B>Age</B></TD><TD width=10% align=center><B>Director<BR>Since</B></TD></TR>
</TABLE>

<TABLE align=center WIDTH=650 CELLPADDING=5 CELLSPACING=0 border=1>
<TR VALIGN=TOP><TD WIDTH=80%><B>Thomas E. Congdon</B> has served the Company as
an officer and director since 1966,including service as its President and Chief
Executive Officer for more than 25&#160;years. Mr.&#160;Congdon is also a director,
officer or general partner of a number of family corporations and partnerships which
produce iron ore and agricultural products, manage marketable securities and own and operate
developed real estate.</TD><TD width=10% align=center>74</TD><TD width=10% align=center>1966</TD>
</TR>

<TR valign=top><TD><B>Mark A. Hellerstein</B> joined the Company in September 1991
and served as ExecutiveVice President and Chief Financial Officer until May 1992, at which time
he was elected President and a director of the Company. Mr.&#160;Hellerstein was
elected Chief Executive Officer of the Company in May 1995. He also served as
Chairman of the Board of Summo Minerals, a publicly traded copper mining
company, from 1995 to 1998.</TD><TD align=center>48</TD><TD align=center>1992</TD></TR>

<TR valign=top><TD width=80%><B>Ronald D. Boone</B> has served the Company as Executive
Vice President since 1990, as Chief Operating Officer since 1992 and as a director of the Company
since 1996.</TD><TD width=10% align=center>53</TD><TD width=10% align=center>1996</TD></TR>
</TABLE>
<BR><BR><BR>
<H5 align=center>3</h5>


<TABLE align=center WIDTH=650 CELLPADDING=5 CELLSPACING=0 border=1>
<TR valign=top><TD><B>Larry W. Bickle</B> is  currently  Managing  Director of
Haddington  Ventures,  L.L.C.,  a  private  company that invests in midstream  energy  companies
and assets.  He is also a   Director of  Unisource,  Inc.,  the holding  company  for Tucson
Electric.  He was the founder and was Chairman and Chief  Executive  Officer of TPC  Corporation,
a NYSE gas storage, transportation and marketing company.</TD><TD align=center>55</TD>
<TD align=center>1995</TD></TR>

<TR valign=top><TD><B>David C. Dudley</B> has served as Operating Manager of
Dudley&#160;&amp; Associates, LLC, Denver, Colorado, a closely-held oil and gas exploration and
production firm since 1983. Since 1985, he has served as a member of the New
York investment advisory firm Dudley&#160;&amp; Company LLC. In addition, since
1970 Mr.&#160;Dudley has been a member of Greenhouse Associates, LLC, a
closely-held investment firm.</TD><td align=center>50</TD><TD align=center>1986</TD></TR>

<TR valign=top><TD><B>William J. Gardiner</B> was appointed to serve on the board
of directors in December  1999, following St. Mary's  acquisition of King Ranch Energy.
Mr. Gardiner is currently Vice  President - Chief  Financial  Officer of King Ranch,  Inc.
Before his employment  with  King  Ranch in 1996,  Mr.  Gardiner  served  as  Executive  Vice
President  and  Chief  Financial Officer of CRSS, Inc., a publicly traded  independent power
producer.  He was employed by CRSS for approximately 20 years.</TD><TD align=center>47</TD>
<TD align=center>1999</TD></TR>

<TR valign=top><TD><B>Jack Hunt</B> was appointed to serve on the board of
directors in December 1999,  following  St. Mary's  acquisition of King Ranch Energy.
Mr. Hunt is a director and the President and Chief Executive  Officer of King Ranch,
Inc., having been elected as a director in  April  1995,  and as  President  and CEO in
May  1995.  He was  employed  for the prior fourteen years by Tejon Ranch Co., a publicly held
land  development  and  agribusiness  company, serving as its president for nine years.</TD>
<TD align=center>56</TD><TD align=center>1999</TD></TR>

<TR valign=top><TD><B>R. James  Nicholson</B>  has served as  President of  Nicholson
Enterprises,  Inc., a land  development  company  since  1978.  Mr. Nicholson  has  also  served
as  President  of  Renaissance  Homes,  a  residential  home  building  company,  since 1988.
He served as Chairman of the Republican National Committee from January 1997 through 2000.</TD>
<TD align=center>63</TD><TD align=center>1987</TD></TR>

<TR valign=top><TD><B>Robert  L.  Nance</B>  has since 1969 served as President  and  Chief  Executive
Officer of  Nance  Petroleum Corporation,  a wholly owned  subsidiary  of St. Mary since June 1999. He was appointed to
the board in November  1999.  Mr.  Nance also  serves on the boards of MDU  Resources  Group,
Inc.and First Interstate Bank - Montana.</TD><TD align=center>64</TD><TD>1999</TD></TR>

<TR valign=top><TD><B>Arend J. Sandbulte</B> has served as a director of
the Company since 1989. From 1964 to 1996, he was employed by ALLETE, Inc. (formerly
Minnesota Power), a publicly-held diversified services company (including electric utility
services), most recently as its Chairman of the Board, President and Chief
Executive Officer, and continues as a director of this company, a position to
which he was first elected in 1983.</TD><TD align=center>67</TD><TD align=center>1989</TD></TR>
</TABLE>
<BR><BR><BR>
<H5 align=center>4</h5>

<TABLE align=center WIDTH=650 CELLPADDING=5 CELLSPACING=0 border=1>
<TR valign=top><TD width=80%><B>John M.  Seidl </B> currently  serves  as  Chairman  of
Language  Line  Services  Inc.  of  Monterrey,  CA and  MyHomeKey.com,  Inc., an Internet startup
company  headquartered in San  Francisco.  Mr. Seidl is a director of IOMEGA  Corporation,
a NYSE  company.  Mr. Seidl was also Chairman of CellNet Data Systems  until  February 2001
when CellNet Data Systems  filed a voluntary  petition  under Chapter 11 of the U.S.
Bankruptcy  Code as part of an acquisition of its assets.</TD><TD width=10% align=center>62</TD>
<TD width=10% align=center>1994</TD></TR>
</TABLE>
<BR><BR>




<TABLE width=650 CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR><TD align=center><B>BOARD AND COMMITTEE MEETINGS</B></TD></TR>
</TABLE>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; The full board of directors met six times during
2000.  No director attended less than 75% of the board and committee meetings held during the
director's tenure on the board and its committees.</P>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; The board has an audit, business plan,
compensation and executive committee. The following table sets forth the members of each committee
and the number of meetings held in 2000:</P>


<TABLE align=center width=650 CELLPADDING=5 CELLSPACING=0 BORDER=1>
<TR><TD align=left width=28%><B>Name</B></TD><TD width=18% align=center><B>Audit</B></TD>
    <TD align=center width=18%><B>Business Plan</B></TD><TD align=center width=18%><B>Compensation</B></TD>
    <TD align=center width=18%><B>Executive</B></TD></TR>

<TR><TD align=left>Larry W. Bickle</TD><TD align=center><B>X</B></TD><TD align=center>&nbsp;</TD>
     <TD align=center>&nbsp;</TD><TD align=center>&nbsp;</TD></TR>

<TR><TD align=left>Ronald D. Boone</TD><TD align=center>&nbsp;</TD><TD align=center>&nbsp;</TD>
     <TD align=center>&nbsp;</TD><TD align=center>&nbsp;</TD></TR>

<TR><TD align=left>Thomas E. Congdon</TD><TD align=center>&nbsp;</TD><TD align=center><B>X</B></TD>
     <TD align=center>&nbsp;</TD><TD align=center><B>X</B></TD></TR>

<TR><TD align=left>David C. Dudley</TD><TD align=center>&nbsp;</TD><TD align=center><B>X</B></TD>
     <TD align=center>&nbsp;</TD><TD align=center><B>X</B></TD></TR>

<TR><TD align=left>William J. Gardiner</TD><TD align=center>&nbsp;</TD><TD align=center>&nbsp;</TD>
    <TD align=center><B>X</B></TD><TD align=center>&nbsp;</TD></TR>

<TR><TD align=left>Mark A. Hellerstein</TD><TD align=center>&nbsp;</TD><TD align=center><B>X</B></TD>
    <TD align=center>&nbsp;</TD><TD align=center><B>X</B></TD></TR>

<TR><TD align=left>Jack Hunt</TD><TD align=center>&nbsp;</TD><TD align=center><B>X</B></TD>
    <TD align=center>&nbsp;</TD><TD align=center><B>X</B></TD></TR>

<TR><TD align=left>Robert L. Nance</TD><TD align=center>&nbsp;</TD><TD align=center>&nbsp;</TD>
    <TD align=center>&nbsp;</TD><TD align=center>&nbsp;</TD></TR>

<TR><TD align=left>R. James Nicholson</TD><TD align=center>&nbsp;</TD><TD align=center><B>X</B></TD>
    <TD align=center><B>X</B></TD><TD align=center>&nbsp;</TD></TR>

<TR><TD align=left>Arend J. Sandbulte</TD><TD align=center><B>X</B></TD><TD align=center><B>X*</B></TD>
    <TD align=center><B>X*</B></TD><TD align=center><B>X</B></TD></TR>

<TR><TD align=left>John M. Seidl</TD><TD align=center><B>X*</B></TD><TD align=center>&nbsp;</TD>
    <TD align=center>&nbsp;</TD><TD align=center>&nbsp;</TD></TR>

<TR><TD align=left>No. of Meetings in 2000</TD><TD align=center>6</TD><TD align=center>1</TD>
    <TD align=center>3</TD><TD align=center>3</TD></TR>
</TABLE>
<BR>

<TABLE align=center width=650 CELLPADDING=5 CELLSPACING=0 BORDER=0>
<TR><TD align=left>* Chairperson</TD><TD align=center></TD><TD align=center></TD>
    <TD align=center></TD><TD align=center></TD></TR>
</TABLE>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; The audit committee assists the board in fulfilling
its responsibilities for financial reporting by the Company.  The audit committee recommends the
engagement and discharge of independent auditors, reviews the quarterly financial results and
directs and supervises special investigations when necessary.   The committee reviews with independent
auditors the audit plan and the results of the audit, reviews the independence of the independent
auditors, considers the range of audit fees, and reviews the scope and adequacy of St. Mary's system
of internal accounting controls. See the "Audit Committee Report" contained in this proxy
statement.</P>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; The business plan committee reviews and reports to the board
on St. Mary's long range financial planning, capital structure, capital expenditures and risk
management.</P>
<BR>
<H5 align=center>5</h5>
     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; The compensation committee's primary function is to oversee
the administration of the Company's employee benefit plans and to establish the Company's compensation
policies.  The compensation committee recommends to the board the compensation arrangements for
senior management and directors, adoption of compensation plans in which officers and directors are
eligible to participate, and the granting of stock options or other benefits under compensation
plans.  See the "Report of Compensation Committee on Executive Compensation" contained in this proxy statement.</P>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; The executive committee is vested with the authority
to exercise the full power of the board of directors, within established policies, in the intervals
between meetings of the board of directors. In addition to the general authority vested in it, the
executive committee may be vested with specific power and authority by resolution of the board of
directors.</P>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; Other than the following arrangements for Jack Hunt and
William J. Gardiner, there are no arrangements or understandings between any director and any other
person pursuant to which that director was or is to be elected. Under the merger agreement for the
acquisition by St. Mary of King Ranch Energy, Inc. which was completed in December 1999, St. Mary
agreed to:</P>


<TABLE width=650 CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR valign=top><TD align=right width=12%>o</TD><TD width=3%>&nbsp;</TD><TD width=85% align=left>appoint
    Mr. Hunt and Mr. Gardiner to the board of directors, and<BR><BR></TD></TR>
<TR valign=top><TD align=right >o</TD><TD>&nbsp;</TD><TD align=left>until March 31, 2001 use reasonable
    efforts at the time of each annual meeting of stockholders to cause Mr. Hunt and Mr. Gardiner to
    be elected to the board of directors.</TD></TR>
</TABLE>
<BR><BR>


<TABLE width=650 CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR><TD align=center><B>DIRECTOR COMPENSATION</B></TD></TR>
</TABLE>

<BR>
        <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; Employee directors do not receive additional
compensation for serving on the board of directors or any committee. Each non-employee director
receives 1,200 shares of St. Mary common stock per year for serving as a director and is paid $750
for each meeting attended.  Non-employee directors serving on a committee are paid $600 for each
committee meeting attended and $375 for telephonic meetings.  Directors are reimbursed for
expenses incurred in attending board and committee meetings.</P>

       <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; Members of the board of directors also participate
in the Company's Stock Option Plan. Non-employee directors currently receive a total number of
options each year equal to the average number of options granted to the two
most senior employees of the Company divided by six. These options have an exercise price
equal to the fair market value of St. Mary common stock on the date of grant and vest over
a three-year period in the same manner as for employee participants, except that the options of a
director who retires after five years of service shall become fully vested upon retirement.
For 2000, each non-employee director was granted under this arrangement an option to purchase
3,719 shares of St. Mary common stock at an exercise price of $33.31 per share.</P>
<BR><BR><BR>
<H5 align=center>6</h5>


<TABLE width=650 CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR><TD align=center><B>SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT</B></TD></TR>
</TABLE>
<BR>
     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; The following table shows beneficial ownership of
shares of St. Mary common stock as of April 6, 2001 by each director, each of the executive officers
named in the Summary Compensation Table, and all directors and executive officers as a group. To
the best of St. Mary's knowledge, as of April 6, 2001 there was no beneficial owner of more than
5% of the outstanding shares of St. Mary common stock.</P>


<TABLE align=center width=650 CELLPADDING=5 CELLSPACING=0 BORDER=1>
<TR><TD valign=bottom align=left width=40%><font size=2><B>Name and Position of Beneficial Owner</B></font></TD>
    <TD align=center valign=bottom width=15%><font size=2><B>Shares<BR>beneficially<BR>owned<BR>excluding<BR>options</B></font></TD>
    <TD align=center valign=bottom width=15%><font size=2><B>Options<BR>exercisable<BR>within 60<BR>days</B></font></TD>
    <TD align=center valign=bottom width=15%><font size=2><B>Total Shares<BR>beneficially<BR>owned(1)</B></font></TD>
    <TD align=center valign=bottom width=15%><font size=2><B>Percent<BR>beneficially<BR>owned</B></font></TD></TR>

<TR><TD align=left>Larry W. Bickle, Director</TD><TD align=right>24,000</TD><TD align=right>14,219</TD>
    <TD align=right>38,219</TD><TD align=center>.1%</TD></TR>

<TR><TD align=left>David C. Dudley, Director</TD><TD align=right>(2)  176,643</TD><TD align=right>18,543</TD>
    <TD align=right>195,186</TD><TD align=center>.7%</TD></TR>

<TR><TD align=left>William J. Gardiner, Director</TD><TD align=right>2,400</TD><TD align=right> 2,946</TD>
    <TD align=right>5,346</TD><TD align=center>&#139;.1% </TD></TR>

<TR><TD align=left>Jack Hunt, Director</TD><TD align=right>2,400</TD><TD align=right>2,946</TD>
    <TD align=right>5,346</TD><TD align=center>&#139; .1% </TD></TR>

<TR><TD align=left>R. James Nicholson, Director</TD><TD align=right>(3)&nbsp; &nbsp;33,352</TD><TD align=right>23,233</TD>
    <TD align=right>56,585</TD><TD align=center>.2%</TD></TR>

<TR><TD align=left>Arend J. Sandbulte, Director</TD><TD align=right>(4)&nbsp; &nbsp;19,966</TD><TD align=right>14,219</TD>
    <TD align=right>34,185</TD><TD align=center>.1%</TD></TR>

<TR><TD align=left>John M. Seidl, Director</TD><TD align=right>8,400</TD><TD align=right>16,431</TD>
    <TD align=right>24,831</TD><TD align=center>.1%</TD></TR>

<TR><TD align=left>Robert L. Nance, Director</TD><TD align=right>(5) 340,150</TD><TD align=right>13,699</TD>
    <TD align=right>353,849</TD><TD align=center>1.3%</TD></TR>

<TR><TD align=left>Thomas E. Congdon, Chairman and<BR>&nbsp;Director</TD><TD align=right>(6) 168,105</TD>
    <TD align=right>61,987</TD><TD align=right>230,092</TD><TD align=center>.8%</TD></TR>

<TR><TD align=left>Mark A. Hellerstein, President, Chief<BR>&nbsp;Executive Officer and Director</TD>
    <TD align=right>23,939</TD><TD align=right>98,973</TD><TD align=right>122,912</TD>
    <TD align=center>.4%</TD></TR>

<TR><TD align=left>Ronald D. Boone, Executive Vice<BR>&nbsp;President, Chief Operating Officer<BR>&nbsp; and
     Director</TD><TD align=right>(7)&nbsp; &nbsp;20,517</TD><TD align=right>105,390</TD><TD align=right>125,907</TD>
     <TD align=center>.5%</TD></TR>

<TR><TD align=left>Richard C. Norris, Vice President -<BR>&nbsp;Finance, Secretary and Treasurer</TD>
    <TD align=right>18,717</TD><TD align=right>31,605</TD><TD align=right>50,322</TD><TD align=center>.2%</TD></TR>

<TR><TD align=left>Douglas W. York, Vice President -<BR>&nbsp;Acquisitions and Engineering</TD>
    <TD align=right>4,191</TD><TD align=right>10,851</TD><TD align=right>15,042</TD><TD align=center>.1%</TD></TR>

<TR><TD align=left>Milam Randolph Pharo, Vice President<BR>&nbsp;- Land and Legal</TD>
    <TD align=right>1,500</TD><TD align=right>21,720</TD><TD align=right>23,220</TD><TD align=center>.1%</TD></TR>

<TR><TD align=left>All executive officers and directors as<BR>&nbsp;a group (16 persons including those<BR>
    &nbsp;named above)</TD><TD align=right>905,743</TD><TD align=right>467,236</TD>
    <TD align=right>1,372,979</TD><TD align=center>4.9%</TD></TR>
</TABLE>
<BR>
<TABLE align=center width=650 CELLPADDING=5 CELLSPACING=0 BORDER=0>
<TR><TD><font size=2>&nbsp;(1)&nbsp; &nbsp;According to SEC rules, beneficial ownership includes shares as to which
    the individual or entity has voting power or investment power and any shares which the individual
    has the right to acquire within 60 days of April 6, 2001 through the exercise of any stock option
    or other right.</font></TD></TR>
<TR><TD><font size=2>&nbsp;(2)&nbsp; &nbsp;Includes 134,233 shares which represents 10.4% of the total number
    of shares of common stock owned by Greenhouse Associates, in which Mr. Dudley and his minor children are
    members, and 6,000 shares held by his spouse.</font></TD></TR>
<TR><TD><font size=2>&nbsp;(3)&nbsp; &nbsp;Includes 24,352 shares held by the defined benefit plan of a
    corporate affiliate as to which Mr. Nicholson has voting and investment power.</font></TD></TR>
<TR><TD><font size=2>&nbsp;(4)&nbsp; &nbsp;Includes 800 shares held of record by the spouse of Arend J.
    Sandbulte as to which he may be deemed to be the beneficial owner.</font></TD></TR>
<TR><TD><font size=2>&nbsp;(5)&nbsp; &nbsp;Includes 2,000 shares held of record by Ronan, Inc., a
    corporation controlled by Robert L. Nance, and 69,100 shares held of record by the spouse of
    Mr. Nance.</font></TD></TR>
<TR><TD><font size=2>&nbsp;(6)&nbsp; &nbsp;Includes 24,410 shares held of record by the spouse of
    Thomas E. Congdon as to which he may be deemed to be the beneficial owner.  Thomas E. Congdon
    and members of his extended family own approximately 23 percent of the outstanding common stock of
    the Company.  While no formal arrangements exist, these extended family members may be inclined
    to act in concert with Mr. Congdon on matters related to control of the Company or the approval of
    a significant transaction.</font></TD></TR>
</TABLE>
<H5 align=center>7</h5>


<TABLE align=center width=650 CELLPADDING=5 CELLSPACING=0 BORDER=0>
<TR><TD><font size=2>&nbsp;(7)&nbsp; &nbsp;Includes 202 shares held of record by the spouse of Ronald D.
    Boone.</font></TD></TR>
</TABLE>

<P><font size=4>AUDIT COMMITTEE REPORT</font></P>

         <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; The audit committee of the Board is responsible
for providing independent, objective oversight of the Company's accounting functions and internal
controls. The audit committee is composed of three directors, each of whom is independent as defined
by the Nasdaq listing standards. The audit committee operates under a written charter approved by
the board of directors. A copy of the charter is attached to this Proxy Statement as Attachment A.</P>

         <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; Management is responsible for the Company's internal
controls and financial reporting process. The independent accountants are responsible for performing
an independent audit of the Company's consolidated financial statements in accordance with generally
accepted auditing standards and issuing a report thereon. The audit committee's responsibility is to
monitor and oversee these
processes.</P>

         <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; In connection with these responsibilities, the audit
committee met with management and the independent accountants to review and discuss the
December 31, 2000 financial statements. The audit committee also discussed with the independent
accountants the matters required by Statement on Auditing Standards No. 61, Communication with audit
committees.</P>

         <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; The audit committee also received written disclosures
from the independent accountants required by Independence Standards Board Standard No. 1, Independence
Discussions with Audit Committees, and the audit committee discussed with the independent accountants
that firm's independence. The Company paid the following fees to the independent accountants for
the audit of the consolidated financial statements and for other services provided in the year
ended December 31, 2000.</P>

<TABLE width=650 CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR><TD width=10%>&nbsp;</TD><TD width=60% align=left>Audit Related Fees................................
    .................................</TD>
    <TD width=1%>$</TD><TD width=29% align=left>77,700</TD></TR>
<TR><TD>&nbsp;</TD><TD>All Other Fees.........................................................................</TD>
    <TD></TD><TD>12,375</TD></TR>
<TR><TD>&nbsp;</TD><TD>Total Fees................................................................................</TD>
    <TD><hr noshade align=right width=100%>$</TD>
    <TD><HR noshade align=left width=25%>90,075</TD></TR>
</TABLE>

 <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; Fees for services other than the annual audit were primarily
related to the audit and review of St. Mary's benefit plans. The audit committee has concluded
that the provision of these non-audit services is compatible with maintaining the accountants' independence.</P>

<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp;  Based upon the audit committee's discussions with
management and the independent accountants, and the audit committee's review of the representations
of management and the independent accountants, the audit committee recommended that the board of
directors include the audited consolidated financial statements in the Company's Annual Report on
Form 10-K for the year ended December 31, 2000, to be filed with the SEC.</P>

<TABLE width=650 CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR><TD width=70%>&nbsp;</TD><TD align=left width=30%>THE AUDIT COMMITTEE</TD></TR>
<TR><TD>&nbsp;</TD><TD align=left>John M. Seidl, Chairman</TD></TR>
<TR><TD>&nbsp;</TD><TD align=left>Larry W. Bickle</TD></TR>
<TR><TD>&nbsp;</TD><TD align=left>Arend J. Sandbulte</TD></TR>
</TABLE>

<H5 align=center>8</h5>


<P><B>EXECUTIVE COMPENSATION</B></P>

       <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; In addition to salaries, the Company has granted stock
options to executive management and selected other personnel.  These individuals also participate with
other members of management in a net profits interest bonus plan and with selected other employees
in the prior stock appreciation rights ("SARs") plan.  All employees are eligible to participate in
the Company's cash bonus plan. See the "Report of the Compensation Committee on Executive
Compensation" beginning on page 11 of this proxy statement.</P>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; The following table sets forth the annual and long
term compensation received during each of the Company's last three years by the Chief Executive
Officer of the Company and by the four other highest compensated executive officers of the Company
during 2000.</P>

<TABLE align=center width=650 CELLPADDING=5 CELLSPACING=0 BORDER=0>
<TR><TD align=center><B>SUMMARY COMPENSATION TABLE</B></TD></TR>
</TABLE>

<TABLE align=center width=650 CELLPADDING=5 CELLSPACING=0 BORDER=1>
<TR><TD rowspan=2>&nbsp;</TD><TD rowspan=2>&nbsp;</TD>
    <TD colspan=2 rowspan=2 valign=bottom align=center><font size=2><B>Annual compensation</B></font></TD>
    <TD colspan=2 align=center><font size=2><B>Long-Term compensation<BR>awards</B></font></TD>
    <TD align=center valign=bottom rowspan=3><font size=2><B>All other compensation ($) (1)</B></font></TD></TR>

<TR><TD rowspan=2 valign=bottom align=center><font size=2><B>Restricted stock<BR>awards($)</B></font></TD>
    <TD rowspan=2 align=center><font size=2><B>Options/<BR>SARs(#)</B></font></TD>
    </TR>

<TR><TD><font size=2><B>Name and<BR>principal position</B></font></TD><TD align=center valign=bottom><font size=2><B>Year</B></font></TD>
    <TD align=center valign=bottom><font size=2><B>Salary($)</B></font></TD><TD align=center valign=bottom><font size=2><B>Bonus</B></font></TD>
    </TR>

<TR><TD width=31%>Mark A. Hellerstein<BR>&nbsp;President and Chief<BR>&nbsp;Executive Officer</TD>
    <TD width=7% align=center>2000<BR>1999<BR>1998</TD><TD width=12% align=right>$277,333<BR>263,667<BR>253,333</TD>
    <TD width=16% align=right>$286,240 (2)<BR>399,890 (2)<BR>216,172 (2)</TD>
    <TD width=11% align=center>-<BR>-<BR>-</TD><TD width=11% align=center>24,791<BR>26,874<BR>29,952</TD>
    <TD width=14% align=right>$ 10,200<BR>10,000<BR>10,000</TD></TR>


<TR><TD>Ronald D. Boone<BR>&nbsp;Executive Vice President<BR>&nbsp;and Chief Operating Officer</TD>
    <TD align=center>2000<BR>1999<BR>1998</TD><TD align=right>222,000<BR>211,000<BR>202,667</TD>
    <TD align=right>239,380 (2)<BR>326,103 (2)<BR>193,074 (2)</TD><TD align=center>-<BR>-<BR>-</TD>
    <TD align=center>19,833<BR>21,520<BR>23,960</TD><TD align=right>10,200<BR>10,000<BR>10,000</TD></TR>

<TR><TD>Richard C. Norris<BR>&nbsp;Vice President-Finance,<BR>&nbsp;Secretary and Treasurer</TD>
    <TD align=center>2000<BR>1999<BR>1998</TD><TD align=right>129,833<BR>122,208<BR>111,500</TD>
    <TD align=right>107,479 (2)<BR>138,380 (2)<BR>102,775 (2)</TD><TD align=center>-<BR>-<BR>-</TD>
    <TD align=center>11,412<BR>12,694<BR>13,190</TD><TD align=right>7,940<BR>7,332<BR>6,690</TD></TR>

<TR><TD>Douglas W. York<BR>&nbsp;Vice President-Acquisitions<BR>&nbsp;and Engineering</TD>
    <TD align=center>2000<BR>1999<BR>1998</TD><TD align=right>134,667<BR>120,083<BR>106,667</TD>
    <TD align=right>58,948 (2)<BR>126,392 (2)<BR>41,050&nbsp; &nbsp; &nbsp;</TD><TD align=center>-<BR>-<BR>-</TD>
    <TD align=center>11,968<BR>13,090<BR>12,672</TD><TD align=right>7,030<BR>7,205<BR>6,400</TD></TR>

<TR><TD>Milam Randolph Pharo<BR>&nbsp;Vice President-Land and<BR>&nbsp;Legal</TD>
    <TD align=center>2000<BR>1999<BR>1998</TD><TD align=right>133,167<BR>127,000<BR>111,667</TD>
    <TD align=right>45,040 (2)<BR>79,225 (2)<BR>31,850&nbsp; &nbsp; &nbsp;</TD><TD align=center>-<BR>-<BR>-</TD>
    <TD align=center>11,754<BR>12,990<BR>14,400</TD><TD align=right>7,021<BR>6,667<BR>6,700</TD></TR>
</TABLE>


<TABLE align=center width=680 CELLPADDING=5 CELLSPACING=0 BORDER=0>
<TR><TD><font size=2>(1)&nbsp; &nbsp;Amounts consist of the Company's contribution to the 401(k)
    Savings Plan.</font></TD></TR>
<TR><TD><font size=2>(2)&nbsp; &nbsp;In addition to the annual cash bonus, includes current cash
    incentive compensation under the Company's SAR Plan and Net Profits Interest Bonus Plan.
    See "Report of the Compensation Committee on Executive Compensation" for a description of these
    plans.</font></TD></TR>
</TABLE>
<BR><BR><BR><H5 align=center>9</h5>


     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; Stock options granted to the Company's five highest
compensated executive officers during 2000 are set forth in the following two tables.</P>


<TABLE width=650 CELLPADDING=5 CELLSPACING=0 BORDER=0>
<TR><TD align=center><B>2000 OPTION GRANTS</B></TD></TR>
</TABLE>

<TABLE WIDTH=650 CELLPADDING=5 CELLSPACING=0 BORDER=1>
<TR><TD align=center colspan=5><font size=2><B>Individual Grants</B></font></TD>
    <TD colspan=2 valign=bottom rowspan=2 align=center><font size=2><B>Potential realizable value<BR>
    at assumed annual rates of<BR>stock price appreciation for<BR>
    <U>&nbsp; &nbsp; option term&nbsp; &nbsp; </U></B>
    <BR><B>5%&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 10%</B> <BR></FONT></TD></TR>

<TR><TD  valign=bottom><font size=2><B>NAME</B></font></TD>
    <TD  valign=bottom align=center><font size=2><B>Number of<BR>options granted</B></font></TD>
    <TD align=center><font size=2><B><BR>Percent of<BR>total<BR>options<BR>granted<BR>to employees<BR>in 2000</B></FONT></TD>
    <TD  valign=bottom align=center><font size=2><B>Exercise price<BR>per share</B></font></TD>
    <TD  valign=bottom align=center><font size=2><B>Expiration<BR>date</B></font></TD></TR>

<TR><TD width=26%>Mark A. Hellerstein</TD><TD width=15% align=right>24,791 (1)</TD>
    <TD width=13% align=center>3.9%</TD><TD width=11% align=center>$33.31</TD>
    <TD width=10% align=center>12/31/10</TD><TD width=12% align=right>$519,373</TD>
    <TD width=13% align=right>$1,316,193</TD></TR>

<TR><TD>Ronald D. Boone</TD><TD align=right>19,833 (1)</TD><TD align=center>3.2%</TD>
    <TD align=center>$33.31</TD><TD align=center>12/31/10</TD><TD align=right>415,502</TD>
    <TD align=right>1,052,965</TD></TR>

<TR><TD>Richard C. Norris</TD><TD align=right>11,412 (1)</TD><TD align=center>1.8%</TD>
    <TD align=center>$33.31</TD><TD align=center>12/31/10</TD><TD align=right>239,082</TD>
    <TD align=right>605,881</TD></TR>

<TR><TD>Douglas W. York</TD><TD align=right>11,968 (1)</TD><TD align=center>1.9%</TD>
    <TD align=center>$33.31</TD><TD align=center>12/31/10</TD><TD align=right>250,730</TD>
    <TD align=right>635,400</TD></TR>

<TR><TD>Milam Randolph Pharo</TD><TD align=right>11,754 (1)</TD><TD align=center>1.9%</TD>
    <TD align=center>$33.31</TD><TD align=center>12/31/10</TD><TD align=right>246,247</TD>
    <TD align=right>624,038</TD></TR>
</TABLE>
<BR>

<TABLE width=650 CELLPADDING=5 CELLSPACING=0 BORDER=0>
<TR><TD><font size=2>(1)&nbsp; &nbsp;Stock options granted effective December 31, 2000 pursuant to the Company's Stock Option Plan as described on page 12 of
       this proxy statement.</FONT></TD></TR>
</TABLE>
<BR><BR>

<TABLE width=650 CELLPADDING=5 CELLSPACING=0 BORDER=0>
<TR><TD align=center><B>AGGREGATED OPTION/SAR EXERCISES IN 2000 AND<BR>
     DECEMBER 31,2000 OPTION/SAR VALUE</B></TD></TR>
</TABLE>
<BR>

<TABLE WIDTH=650 CELLPADDING=5 CELLSPACING=0 BORDER=1>
<TR><TD rowspan=2 valign=bottom><font size=2><B>Name</B></font></TD>
    <TD rowspan=2 valign=bottom align=center><font size=2><B>Share<BR>acquired<BR>on exercise</B></font></TD>
    <TD rowspan=2 valign=bottom align=center><font size=2><B>Value<BR>realized</B></font></TD>
    <TD colspan=2 align=center><font size=2>
    <B>Number of<BR>unexercised options/SARs<BR>held at<BR>
    December 31,2000</B></font></TD>
    <TD colspan=2 align=center><font size=2><B>Value of unexercised<BR>in-the-money<BR>options/SARs at<BR>
    December 31,2000 (1)</B></font></TD></TR>

<TR><TD align=center><font size=2><B>Exercisable</B></font></TD><TD align=center><font size=2><B>Unexercisable</B></font></TD>
    <TD align=center><font size=2><B>Exercisable</B></font></TD><TD align=center><font size=2><B>Unexercisable</B></font></TD></TR>

<TR><TD width=25%>Mark A. Hellerstein</TD><TD width=11% align=center>30,584</TD>
    <TD width=10% align=right>$182,935</TD><TD width=13% align=right>114,331</TD>
    <TD width=14% align=center>39,518</TD><TD width=15% align=right>$ 2,040,025</TD>
    <TD width=12% align=right>$ 461,517</TD></TR>

<TR><TD>Ronald D. Boone (2)</TD><TD align=center>43,144</TD><TD align=right>889,586</TD>
    <TD align=right>117,532</TD><TD align=center>31,625</TD><TD align=right>2,244,978</TD>
    <TD align=right>369,422</TD></TR>

<TR><TD>Richard C. Norris</TD><TD align=center>49,478</TD><TD align=right>464,380</TD>
    <TD align=right>38,855</TD><TD align=center>18,203</TD><TD align=right>623,885</TD>
    <TD align=right>212,224</TD></TR>

<TR><TD>Douglas W. York</TD><TD align=center>20,072</TD><TD align=right>247,035</TD>
    <TD align=right>10,851</TD><TD align=center>18,689</TD><TD align=right>167,181</TD>
    <TD align=right>213,266</TD></TR>

<TR><TD>Milam Randolph Pharo</TD><TD align=center>17,452</TD><TD align=right>154,331</TD>
    <TD align=right>28,506</TD><TD align=center>18,910</TD><TD align=right>444,673</TD>
    <TD align=right>222,614</TD></TR>
</TABLE>
<BR>

<TABLE width=650 CELLPADDING=5 CELLSPACING=0 BORDER=0>
<TR><TD><font size=2>(1)&nbsp; &nbsp;On December 31, 2000, the last reported sales price of St.
    Mary common stock as quoted on the Nasdaq National Market System was $33.31.</font></TD></TR>
<TR><TD><font size=2>(2)&nbsp; &nbsp;On November 1, 1990, the Company granted Mr. Boone an option
    to purchase 54,614 shares of St. Mary common stock at an exercise price of $1.65 per share. The
    option had an expiration date of ten years from the date of grant. In 2000 the remaining 30,000 shares were
    exercised.</font></TD></TR>
</TABLE>
<BR><BR><BR><H5 align=center>10</h5>


<TABLE width=650 CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR><TD align=center><B>REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE<BR> COMPENSATION</B></TD></TR>
</TABLE>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; The compensation committee of the board of directors
administers St. Mary's executive compensation programs.  After consideration of the compensation
committee's recommendations, the full board of directors reviews and approves the salaries of all
elected officers, including those of the executive officers named in the Summary Compensation
Table on page 9.  The compensation committee is responsible for all other elements of executive
compensation, including cash bonuses, stock options, and the Net Profits Interest Bonus Plan.  The
compensation committee is also responsible for approving the salaries of all officers, reviewing
salary policies for all employees and approving the amount and distribution of payments made under
the Cash Bonus Plan.  In addition, the compensation committee reviews the performance of the
Company's pension and 401(k) plans with the trustees of the plans.</P>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; The goals of the Company's integrated executive
compensation programs include the following:</P>

<TABLE width=650 CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR><TD align=right width=12%>o</TD><TD width=3%>&nbsp;</TD><TD width=85%>Attract and retain talented management
    personnel.</TD></TR>
<TR><TD align=right>o</TD><TD>&nbsp;</TD><TD>Encourage management to obtain superior returns for St. Mary's
    stockholders.</TD></TR>
<TR><TD align=right>o</TD><TD>&nbsp;</TD><TD>Promote preservation of the Company's capital base.</TD></TR>
</TABLE>

<P><B>Salaries</B></P>

    <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp;  In order to emphasize performance-based incentive
compensation, base salaries are targeted to be slightly below the median salary for the industry.
The compensation committee, with the assistance of external consultants, determines the salary
ranges for various positions based on survey data from the Company's industry peer group.  The
compensation committee then reviews management's recommendations for executive salaries and the
performance summaries on which they are based.  Final salary recommendations are made by the
compensation committee to the full board based on experience, sustained performance, and comparison
to peers inside and outside the Company.</P>

<P><B>Incentive Compensation</B></P>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; St. Mary has established three incentive compensation
plans, which have the potential to increase annual compensation if the economic performance of the
Company and its employees so warrants.  These plans have certain specific objectives.</P>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 1.&nbsp; &nbsp;   The Net Profits Interest Bonus Plan is designed to
reward the personal contributions made by various management personnel to St. Mary's financial
success.  Plan participants share in the net profits after payout to St. Mary derived from all oil
and gas activity for a calendar year in proportion to their relative weighted salaries during the
year.  Recognizing that the primary incentive for profitable acquisitions and operations needs to
be provided to the most senior of the executive officers, the salaries of the president and the
executive vice president are weighted at 100% and the salaries of all other participants are
weighted at two-thirds of actual base salary or less.</P>
<BR><H5 align=center>11</h5>

    <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp;  2.&nbsp; &nbsp;   The Stock Option Plan is intended to reward
executive management of St. Mary for long-term increases in the value of St. Mary's stock.  The
Stock Option Plan focuses on appreciation of the market price of St. Mary's stock up to a ten-year
period and is designed to
encourage management's concern for long-term appreciation of the stockholders' interest..
As presently implemented by the board, generally if the average stock appreciation during
this period is 15% per year, then the persons granted stock options at the beginning of the period
will, at the end of five years, have the opportunity to receive an amount equal to 100% of their
base salary at the time the stock option was granted.    In
addition, an Incentive Stock Option Plan ("ISO Plan") has been established as a companion option
plan with the Stock Option Plan.  The ISO Plan is an alternative to the above-described Stock
Option Plan for an equal number of shares for those employees designated by the board of directors
to be granted stock options, with such employees electing at the time of grant whether the options
to be granted will be either: a.) non-tax qualified options granted under the above-described
Stock Option Plan, or b.) incentive stock options granted under the ISO Plan.</P>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 3.&nbsp; &nbsp;   St. Mary also has established a Cash Bonus Plan.
Each year the board of directors evaluates the overall performance of the Company for the year
and with the assistance of the compensation committee determines the total cash bonus available to
be allocated to employees.  The proportional participation of each designee is a function of his
or her performance during the year.  The maximum bonus a participant can receive for a given year
is limited to 50% of their base salary received for such year.</P>

<P><B>Compensation of the Chief Executive Officer</B></P>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; The compensation of Mark A. Hellerstein, President and
Chief Executive Officer, consisted of the same components and criteria as other executive officers,
including base salary, cash bonus, net profits interest bonus and stock options.  His base salary is
reviewed annually by the committee and is targeted to be slightly below the median salary for the
industry with a greater emphasis on incentive compensation tied to Company performance.
Mr. Hellerstein's base salary in 2000 increased $19,000 or 7% over 1999.  His total bonuses decreased
by approximately $114,000 in 2000 compared with 1999.  While giving consideration that net income
reached record levels and St. Mary's share price rose 170% in 2000, St. Mary fell short on some
of its corporate goals. Total reserves grew by 10% and St. Mary replaced 168% of its 2000 production,
both measures below targeted levels, whereas targets for these measures were significantly exceeded
in 1999 primarily due to significant acquisitions and favorable drilling results. Most of the strong
70% production growth resulted from favorable drilling and acquisitions completed in 1999.
Mr. Hellerstein was granted stock options in2000 using the same formula as that used for all
other employees.</P>

<P><B>Conclusion</B></P>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; St. Mary's executive compensation is linked to individual
and corporate performance and stock price appreciation.  Base salaries are set below the median
for the industry so that incentivized compensation can have its intended effect.  The compensation
committee plans both to continue the policy of linking executive compensation to individual and
corporate performance and returns to stockholders and to provide a cash bonus incentive to key
employees which will provide performance motivation independent of the ups and downs of the oil and
gas industry's business cycle.</P>
<BR><BR>
<TABLE width=650 CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR><TD width=70%>&nbsp;</TD><TD width=30% align=left>Arend J. Sandbulte, Chairman</TD></TR>
<TR><TD>&nbsp;</TD><TD align=left>William J. Gardiner</TD></TR>
<TR><TD align=left>April 6, 2001</TD><TD align=left>R. James Nicholson</TD></TR>
</TABLE>
<H5 align=center>12</h5>


<BR><BR>

<TABLE width=650 CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR><TD align=center><B>RETIREMENT PLANS</B></TD></TR>
</TABLE>

<P><B>Pension Plan</B></P>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; The Company's Pension Plan is a qualified, non-contributory
defined benefit plan which is available to substantially all employees.  This plan was amended in
1994 to conform with the changes required by the Tax Reform Act of 1986 and to reduce the plan
formula.  The Company also has a supplemental pension plan for certain executive officers to provide
for benefits in excess of Internal Revenue Code limits.</P>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; The qualified plan provides a benefit after 25 years of
service equal to 35% of final average compensation, subject to Internal Revenue Code limits.  Final
average compensation is the average of the highest 3 consecutive years of the 10 years preceding
termination of employment.  For each named executive officer, the level of compensation used to
determine benefits payable under the qualified pension plan is that officer's average of the base
salaries (excluding bonus) shown in the Summary Compensation Table.</P>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; The supplemental plan provides executives hired before
1995, after completing 15 years of service and reaching age 65, a benefit equal to 40% of final
average compensation plus 37% of final average compensation integrated with the social security wage
base without regard to compensation limitations provided under the qualified plan, less the benefit
provided by the qualified plan. For executives hired after 1994, the supplemental benefit is
calculated using the formula for the qualified plan without the limitation imposed by Section 415
of the Internal Revenue Code, less the benefit provided by the qualified plan.</P>

         <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; The following table shows the estimated maximum
annual benefits payable upon retirement at age 65 as a straight life annuity to participants in the
pension plans for the indicated levels of average annual compensation and years of service.</P>

<TABLE width=650 align=center CELLPADDING=5 CELLSPACING=0 BORDER=1>
<TR><TD width=33% align=center><B>Remuneration</B></TD>
    <TD width=33% align=center><B>Estimated annual pension<BR>benefits for executives<BR>
    hired before 1995 with ><BR>15 years of service</B></TD>
    <TD width=34% align=center><B>Estimated annual pension<BR>benefits for executives<BR>
    hired after 1994 with ><BR>25 years of service</B></TD></TR>

<TR><TD align=center>$100,000</TD><TD align=center>$ 63,680</TD><TD align=center>$ 35,000</TD></TR>
<TR><TD align=center>150,000</TD><TD align=center>102,180</TD><TD align=center>52,500</TD></TR>
<TR><TD align=center>200,000</TD><TD align=center>140,680</TD><TD align=center>70,000</TD></TR>
<TR><TD align=center>250,000</TD><TD align=center>179,180</TD><TD align=center>87,500</TD></TR>
<TR><TD align=center>300,000</TD><TD align=center>217,680</TD><TD align=center>105,000</TD></TR>
<TR><TD align=center>350,000</TD><TD align=center>256,180</TD><TD align=center>122,500</TD></TR>
</TABLE>
<BR>
<P>As of December 31, 2000, the named executive officers have the following years of credited service:</P>

<TABLE width=650 CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR><TD width=25%>&nbsp;</TD><TD align=left width=35%>Mark A. Hellerstein</TD>
    <TD width=5% align=right>9</TD><TD>&nbsp;</TD></TR>
<TR><TD>&nbsp;</TD><TD align=left>Ronald D. Boone</TD><TD align=right>10</TD><TD>&nbsp;</TD></TR>
<TR><TD>&nbsp;</TD><TD align=left>Richard C. Norris</TD><TD align=right>18</TD><TD>&nbsp;</TD></TR>
<TR><TD>&nbsp;</TD><TD align=left>Douglas W. York</TD><TD align=right>4</TD><TD>&nbsp;</TD></TR>
<TR><TD>&nbsp;</TD><TD align=left>Milam Randolph Pharo</TD><TD align=right>5</TD><TD>&nbsp;</TD></TR>
</TABLE>
<BR><BR><H5 align=center>13</h5>


<P><B>401(k) Plan</B></P>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; The Company's 401(k) Profit Sharing Plan is a defined
contribution pension plan subject to the Employee Retirement Income Security Act of 1974.  The 401(k)
Plan allows eligible employees to contribute up to nine percent of their income on a pre-tax basis
through contributions to the 401(k) Plan.  The Company matches each employee's contributions up to
six percent of the employee's pre-tax income. Company contributions vest over an employee's first
five years of employment.</P>


<TABLE width=650 CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR><TD align=center><B>PERFORMANCE GRAPH</B></TD></TR>
</TABLE>


     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; The following performance graph compares the cumulative
total stockholder return on St. Mary's common stock for the period December 31, 1995 to
December 31, 2000 with the cumulative total return of the Standard Industrial Classification Code
for Crude Petroleum and Natural Gas and the Standard &amp; Poor's 500 Stock Index.  The SIC Code for
Crude Petroleum and Natural Gas is 1311.  The identities of the companies included in the index
will be provided upon request.</P>
<BR><BR><BR><BR><BR><BR><BR><BR><BR><BR>
<pre>


                                     [GRAPH APPEARS HERE]

</pre>
<BR><BR><BR><BR><BR><BR><BR>
<P>Assumes $100 invested on December 31, 1995 in St. Mary Land &amp; Exploration Company, SIC Code Index
for Crude Petroleum and Natural Gas and S&amp;P 500 Stock Index.</P>

<P>*Total return assumes reinvestment of dividends.</P>
<BR><H5 align=center>14</h5>




<PAGE>



<TABLE width=650 CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR><TD align=center><B>EMPLOYMENT AGREEMENTS AND TERMINATION OF <BR>EMPLOYMENT
    AND CHANGE-IN-CONTROL ARRANGEMENTS</B></TD></TR>
</TABLE>
<BR>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; On September 1, 1991, St. Mary entered into an employment
agreement with Mark A. Hellerstein.  His current salary is $290,000 per year.  Compensation is reviewed
annually. Mr. Hellerstein participates in St. Mary's benefit plans and is entitled to bonuses and
incentive compensation as determined by the board of directors.  The agreement is terminable at
any time upon 30 days' notice by either party.  Upon termination of the agreement by St. Mary for
any reason whatsoever (other than death, disability or misconduct by Mr. Hellerstein), St. Mary
is obligated to continue to pay his compensation, including insurance benefits, for a period
of one year.</P>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; St. Mary has established a change in control executive
severance policy where officers of St. Mary, including the officers named in the Summary Compensation
Table, will receive severance payments in the event a change in control of the Company results in the
voluntary or involuntary termination of their employment. The severance payments equal two and
one-half years annual base salary depending on the length of time employment continues after the
change in control. In addition, all insurance and fringe benefits will be provided for a period of
one year.</P>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; A change in control is defined as (i) an acquisition of
more than fifty percent of the common stock or assets of the Company in a reorganization,
merger or consolidation of the Company or (ii) a change in more than fifty percent of the composition
of the board of directors of the Company other than as a result of the election of new members of
the board of directors by a vote of the incumbent members of the board of directors or by
stockholders of the Company pursuant to the recommendation of the incumbent members of the board
of directors.</P>

<TABLE width=650 CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR><TD align=center><B>CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS</B></TD></TR>
</TABLE>
<BR>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; Set forth below is a description of transactions entered
into between St. Mary and certain of its officers and directors during the last fiscal year.  Some
of these transactions will continue in effect and may result in conflicts of interest between St. Mary
and these individuals.  Although these persons may owe fiduciary duties to St. Mary and its stockholders,
we cannot assure you that conflicts of interest will always be resolved in favor of St. Mary.</P>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; R. James Nicholson has served as a director of St. Mary
since 1987.  He is also active in the real estate business.  See "Nominees".  Mr. Nicholson owns a 17%
interest in a 40-acre parcel of land subject to a preferential distribution right in favor of
a wholly-owned subsidiary of the Company in the amount of $1,265,000.</P>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; As a result of their prior employment by Anderman/Smith,
Ronald D. Boone and two other Vice Presidents own working interests and royalty interests in many of
the Company's properties which were earned as part of two Anderman/Smith employee benefit programs and from other
Anderman/Smith entities in which they participated.  They have no royalty participation in any new
St. Mary properties.</P>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; Mr. Boone also owns 50% of Princeton Resources Ltd. and
has a 33% interest in Baron Oil Corporation, entities which manage oil and gas working and royalty
interests which he acquired as a result of his Anderman/Smith employment.  While another former
Anderman/Smith employee manages these corporations, Mr. Boone participates in their investment
decisions.  The board of directors has approved Mr. Boone's involvement in Princeton Resources and
Baron Oil.</P>
<BR><BR><BR><H5 align=center>15</h5>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; From time to time, David C. Dudley, a director of
St. Mary, offers St. Mary the right to participate in lease acquisition, exploration and development
prospects in which Mr. Dudley's firm has an interest.  St. Mary currently is not participating in any
such prospect.</P>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; St. Mary's by-laws provide that no director may pursue a
business or investment opportunity for himself if he has obtained knowledge of such opportunity
through his affiliation with the Company, provided that St. Mary is interested in pursuing such
opportunity and is financially or otherwise able to pursue the opportunity. Moreover, no officer or
employee of St. Mary may pursue for his own account an oil and gas opportunity unless (a) with
respect to an officer of St. Mary, the interest has been approved by the board of directors and
(b) with respect to a non-officer of St. Mary, such interest of the employee has been approved by a
senior officer of St. Mary with full knowledge of such opportunity.  These restrictions do not apply
to the acquisition of less than one percent of the publicly traded stock of another company as long
as St. Mary is not at that time engaged in any present or pending transaction with the other company.</P>


<TABLE width=650 CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR><TD align=center><B>OTHER MATTERS TO BE VOTED ON</B></TD></TR>
</TABLE>
<BR>
   <P><B><U>Amendment to Certificate of Incorporation to Increase the Total Number of Authorized Shares of Common Stock</U></B></P>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; The Company's certificate of incorporation currenty authorizes the
Company to issue up to 50,000,000 shares of
common stock.  There were 28,162,475 shares outstanding as of April 6, 2001.  In addition, the Company
has reserved out of its authorized but unissued shares approximately 3,000,000 shares of common stock
for possible future issuances under the Company's stock option plans, which number does not reflect
the separate proposal below to amend the stock option plans to cover an additional 1,000,000 shares,
and the Company's employee stock purchase plan.  The Company has also reserved additional shares of
authorized but unissued common stock in connection with its shareholder rights plan adopted in
July 1999.</P>

    <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp;  On March 29, 2001, the board of directors approved an
amendment to the Company's certificate of incorporation to increase the number of authorized shares
of common stock to 100,000,000 shares, subject to approval by the stockholders.  This proposed doubling
of the number of authorized shares of common stock in the certificate of incorporation is primarily a
result of and intended to correspond to the two shares-for-one share stock split effected in the form
of a stock dividend in August 2000.  While the Company has no present intention of issuing shares of common stock
except as contemplated by the stock option plans and the employee stock purchase plan, the board of
directors believes that having additional shares authorized for issuance under the certificate of
incorporation will provide additional financial flexibility for possible future issuances of
common stock for property acquisitions or to raise cash when debt financing is not as economically
attractive.  Any future issuances will remain subject to separate stockholder approval if required
under Delaware corporate law and/or the Nasdaq National Market listing standards.</P>

<P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; Although future issuances of common stock will be dilutive to existing stockholders with respect to
their proportionate ownership of St. Mary, the Company expects that any issuances for cash would be
made at fair value, subject to the terms of issuances made for cash under the stock option plans
and employee stock purchase plan, and any issuances for property acquisitions would be made under
circumstances where the Company believes that it would be accretive to per share value.  There are
no preemptive rights associated with the authorized share of common stock.</P>
<BR><BR><BR><H5 align=center>16</h5>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; Since the board of directors believes that the proposed
increase in the number of shares of common stock authorized under the certificate of incorporation
will provide the Company with additional
financial flexibility, the board of directors recommends that stockholders vote FOR approval of the
amendment to the certificate of incorporation to increase the number of authorized shares of common stock.</P>


<P><B><U>Amendment to the Stock Option Plan</U></B>s</P>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; St. Mary's stockholders are being asked to approve an
amendment to St. Mary's stock option plans which will increase the total number of shares of
common stock that may be issued under the stock option plans by 1,000,000 to 4,300,000.</P>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; The stock option plans currently cover a total of 3,300,000
share of common stock and have approximately 689,000 remaining shares
available for new option grants, which is equal to the number of shares subject to</p>

<P>options generally granted during a one-year period. On March 29, 2001, the board of
directors approved an amendment to the stock option plans increasing the number of shares authorized
to be issued under the stock option plans to 4,300,000.  The primary purpose of the amendment is to
ensure that St. Mary will have a sufficient reserve of common stock available for the stock option
plans.</P>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; The board of directors believes that the availability of
stock options is important to St. Mary and enhances stockholder value by increasing St. Mary's
ability to attract, retain and motivate key employees of the Company through providing them with the
means of acquiring an interest in St. Mary.  St. Mary intends to issue additional options under the
amended stock option plans over an extended uncertain period of time and it is anticipated that the
additional stock options will be issued both to present and to future key employees of St. Mary.</P>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; The following is a summary of the principal features of the
stock option plans, as amended.  Copies of the stock option plans will be furnished by St. Mary to
any stockholder upon written request to the Corporate Secretary.</P>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; The stock option plans consist of two separate but
companion option plans:</P>

<TABLE width=650 CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR><TD width=12% valign=top align=right>1.</TD><TD width=5%>&nbsp;</TD><TD width=83% align=left>The Stock Option
    Plan adopted by the board of directors effective November 21, 1996 to replace the 1992 SAR Plan,
    and<BR><BR></TD></TR>
<TR><TD align=right>2.</TD><TD>&nbsp;</TD><TD align=left>The ISO Plan adopted by the board of directors
    effective March 27, 1997.</TD></TR>
</TABLE>
<BR>
<P><I>The Stock Option Plan</I></P>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; A select group of employees, consultants and members of the
board of directors of the Company or of any subsidiary of the Company are eligible to participate in
the stock option plans.  As of December 31, 2000, 86 persons had been designated by the board of
directors to participate in the stock option plans for this year.</P>
<BR><BR><BR><H5 align=center>17</h5>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; The total number of shares of common stock which may be
issued under the Stock Option Plan is 4,300,000, after giving effect to the proposed amendment.
However, to the extent that options are issued under
the ISO Plan, the shares of common stock that may be issued under the Stock Option Plan are reduced.
At the discretion of the board of directors the Stock Option Plan may be administered by a committee
of two or more non-employee Directors appointed by the board.  Optionees under the Stock Option Plan
shall be selected at the discretion of the board or such committee from among those eligible
participants who, in the opinion of the board or such committee, are or were in a position to
contribute materially to St. Mary's continued growth and development and to its long-term success.
Subject to the provisions of the Stock Option Plan, the board or such committee shall have complete
discretion in determining the terms and conditions and number of options granted under the Stock
Option Plan.</P>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; Options granted under the Stock Option Plan are exercisable
at the market price of St. Mary's common stock on the date of grant, are to have a term not to exceed
ten years and may be exercised to the extent vested.  Options under the Plan will fully vest (i)
just prior to the completion of an acquisition of the Company or (ii) upon termination of the
optionee's employment with the Company due to death, disability or normal retirement.  Unexercised</p>

<P>options will terminate (i) upon completion of an acquisition of St. Mary or (ii) upon termination of
the optionee's employment with St. Mary for cause.  Nothing contained in the Stock Option Plan shall be
construed to give any employee or consultant any right to continued employment or association with
St. Mary.</P>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; Each option under the Stock Option Plan must be evidenced
by a written option agreement that specifies the exercise price, the duration of the option, the number
of shares of stock to which the option applies, and such vesting or exercisability restrictions
and other terms and conditions which the board or committee may impose.</P>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; The principal federal income tax consequences of the
issuance and exercise of options under the Stock Option Plan are, in general, as follows:</P>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 1.&nbsp; &nbsp;   Options issued under the Stock Option Plan are not intended to qualify as "incentive stock options" under the Internal
Revenue Code.</P>

    <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp;  2.&nbsp; &nbsp;   Upon the issuance of an option under the Stock Option Plan, the optionee will have no taxable income and St. Mary will have
no tax deduction.</P>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 3.&nbsp; &nbsp;   Upon exercise of an option under the Stock Option Plan, the optionee will realize ordinary taxable income in an amount equal
to the excess of the fair market value of the underlying shares of common stock at the time the option is exercised over the exercise
price of the option for such shares.</P>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 4.&nbsp; &nbsp;   The amount of income recognized by the optionee will be deductible by St. Mary as compensation in the year in which ordinary
income is recognized by the optionee by reason of exercise of options under the Stock Option Plan.</P>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 5.&nbsp; &nbsp;   An optionee's basis for the shares of common stock acquired pursuant to the exercise of options under the Stock Option Plan
will be the option exercise price plus any amount recognized as ordinary income by reason of the exercise of the options.</P>
<BR><BR><H5 align=center>18</h5>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 6.&nbsp; &nbsp;   Upon the sale of the common stock acquired pursuant to the exercise of options under the Stock Option Plan, capital gain or
loss will be realized by the optionee in the amount by which the sales price is greater or less than the basis of such stock.  Such
gain or loss will be long-term or short-term depending on whether the shares were held for more than one year after the option was
exercised.</P>

<P><I>The ISO Plan</I></P>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; The ISO Plan is a companion option plan with the Stock
Option Plan.  It is intended that the ISO Plan will be an alternative to the Stock Option Plan for
those employees designated by the board of directors to be granted stock options, with such employees
electing at the time of grant whether the options to be granted shall be options granted under the
Stock Option Plan or incentive stock options granted under the ISO Plan.  All employees of the Company
or any subsidiary of the Company are eligible to participate in the ISO Plan.</P>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; The total number of shares of common stock which may be
issued under the ISO Plan is 4,300,000, after giving effect to the proposed amendment.  However, to
the extent that options are issued under the
Stock Option Plan, the shares of common stock that may be issued under the ISO Plan are reduced.  At
the discretion of the board of directors the ISO Plan may be administered by a committee of two or
more non-employee directors appointed by the board.  Optionees under the ISO Plan shall be selected at
the discretion of the board or such committee from among those eligible participants who, in the
opinion of the board or such committee, are in a position to contribute materially to St. Mary's
continued growth and development and to its long-term success.  Subject to the provisions of the ISO
Plan, the board or such committee shall have complete discretion in determining the terms and
conditions and number of options granted under the ISO Plan.</P>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; It is intended that options granted under the ISO Plan
will constitute "incentive stock options" under the Internal Revenue Code and thus the ISO Plan
provides that options granted thereunder are to be (i) exercisable at the market price of
St. Mary's common stock on the date the options are granted, (ii) nontransferable by the optionee,
and (iii) terminated if not exercised within 3 months of an optionee's termination of employment
with St. Mary.  Further, options granted under the ISO Plan will have a term of no more that ten
years (five years in the case of ten percent or more shareholders).  Options under the ISO Plan will
fully vest (i) just prior to the completion of an acquisition of the Company or (ii) upon termination
of the optionee's employment with the Company due to death, disability or normal retirement.
Unexercised options will terminate (i) upon completion of an acquisition of the Company or (ii) upon
termination of the optionee's employment with the Company for cause.  Nothing contained in the ISO Plan
shall be construed to give any employee any right to continued employment with the Company.</P>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; Unless earlier terminated by the board of directors, the
ISO Plan shall terminate on the date ten years subsequent to the date of the adoption of the ISO Plan
by the board, after which date no options may be granted under the ISO Plan.  The board of directors may
at any time terminate the ISO Plan and from time to time may amend or modify the ISO Plan, provided,
however that no such action of the board, without approval of the shareholders, may: (i) increase
the total amount of common stock which may be purchased through options granted under the ISO Plan;
or (ii) change the class of employees eligible to receive options under the ISO Plan.</P>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; Each option under the ISO Plan must be evidenced by a
written option agreement that specifies the exercise price, the duration of the option, the number
of shares of stock to which the option applies, and such vesting or exercisability restrictions and other
terms and conditions which the board or committee may impose.</P>
<BR><BR><H5 align=center>19</h5>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; The principal federal income tax consequences of the
issuance and exercise of options under the ISO Plan are, in general, as follows:</P>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 1.&nbsp; &nbsp;   Options issued under the ISO Plan are intended to qualify as "incentive stock options" under the Internal Revenue Code.</P>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 2.&nbsp; &nbsp;   Upon the issuance of an option under the ISO Plan, the optionee will have no taxable income and St. Mary will have no tax
deduction.</P>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 3.&nbsp; &nbsp;   The tax consequences upon exercise of the option and later disposition of the shares of common stock acquired thereby depend
upon whether the optionee satisfies the holding period rule whereby the optionee must hold the shares for more than one year after
exercise and two years after the date of issuance of the option.</P>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 4.&nbsp; &nbsp;   If the optionee satisfies the holding period rule, the optionee will not realize income upon exercise of the option
(although the excess of the fair market value of the shares on the date of exercise over the option price must be included as an
adjustment in computing alternative minimum taxable income) and St. Mary will not be allowed an income tax deduction at any time.
The difference between the option price and the amount realized upon disposition of the shares by the optionee will constitute a
long-term capital gain or loss, as the case may be.</P>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 5.&nbsp; &nbsp;   If the optionee fails to observe the holding period rule, the portion of any gain realized upon such disqualifying
disposition of the shares which does not exceed the excess of the fair market value at the date of exercise over the option price
will be treated as ordinary income to the optionee, the balance of any gain or any loss will be treated as capital gain or loss
(long-term or short-term depending on whether the shares were held for more than one year after the option was exercised) and St.
Mary will be entitled to a deduction equal to the amount of ordinary income upon which the optionee is taxed.</P>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; Since the board of directors believes that the proposed
increase in the number of shares authorized for issuance under the stock option plans will attract,
retain and motivate key employees and enhance stockholder value, the board of directors recommends that
stockholders vote FOR approval of the amendment to the stock option plans to increase the number of authorized shares available for issuance
under the stock option plans by 1,000,000 to 4,300,000.</P>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; Other than the election of directors, the approval of an
increase in the number of authorized shares of Common Stock and the amendment to the stock option plans,
the Company is aware of no other matters to be submitted to a vote of the stockholders at the
annual meeting.</P>
<BR><BR><BR><H5 align=center>20</h5>

<TABLE width=650 CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR><TD align=center><B>SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE</B></TD></TR>
</TABLE>
<BR>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; Under U.S. securities laws, directors, executive officers
and persons holding more than 10% of St. Mary common stock must report their initial ownership of the
common stock and any changes in that ownership in reports which must be filed with the SEC and St.
Mary. The SEC has designated specific deadlines for these reports and St. Mary must identify in this
proxy statement those persons who did not file these reports when due.</P>

    <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp;  Based solely on a review of reports filed with the Company,
all directors and executive officers timely filed all reports regarding transactions in the Company's
securities required to be filed for 2000 by Section 16(a) under the Securities Exchange Act
of 1934.</P>

<TABLE width=650 CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR><TD align=center><B>INDEPENDENT ACCOUNTANTS</B></TD></TR>
</TABLE>
<BR>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; The board of directors has selected Arthur Andersen LLP as
the independent public accountants to audit the financial statements of St. Mary for its 2001 fiscal
year.  Arthur Andersen LLP has served as St. Mary's independent accountants since 1997 and is familiar
with its business and financial procedures.  To the knowledge of management, neither this firm nor any

<P>of its members has any direct or material indirect financial interest in St. Mary nor any connection
with St. Mary in any capacity other than as independent public accountants.  A representative of
Arthur Andersen LLP is expected to be present at the annual meeting and will have an opportunity to
make a statement if he desires to do so and to respond to appropriate questions.</P>

<TABLE width=650 CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR><TD align=center><B>FUTURE STOCKHOLDER PROPOSALS</B></TD></TR>
</TABLE>
<BR>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; Any St. Mary stockholder proposal for the annual meeting of
stockholders in 2002 must be received by St. Mary before November 1, 2001 for the proposal to be
included in the St. Mary proxy statement and form of proxy for that meeting. If notice of a proposal
for which a stockholder will conduct his or her own proxy solicitation is not received by St. Mary
by March 1, 2002, proxies solicited by the St. Mary board of directors may use their discretionary
voting authority when the matter is raised at the meeting, without including any discussion of the
matter in the proxy statement.</P>

<TABLE width=650 CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR><TD align=center><B>OTHER MATTERS</B></TD></TR>
</TABLE>
<BR>

     <P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; Management does not know of any other matters to be brought
before the annual meeting of stockholders.  If any other matters not mentioned in this proxy statement
are properly brought before the meeting, the individuals named in the enclosed proxy intend to use
their discretionary voting authority under the proxy to vote the proxy in accordance with their best
judgment on those matters.</P>

<TABLE width=650 CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR><TD width=60%>&nbsp;</TD><TD width=40% align=left>By Order of the Board of Directors</TD></TR>
<TR><TD>&nbsp;</TD><TD align=left>Richard C. Norris</TD></TR>
<TR><TD>&nbsp;</TD><TD align=left>Secretary</TD></TR>
<TR><TD align=left>April 12, 2001</TD><TD>&nbsp;</TD></TR>
</TABLE>
<BR><BR><BR><H5 align=center>21</h5>
<BR>

<table width=650 cellpadding=0 cellspacing=0 border=0>
<TR><TD align=right><B>ATTACHMENT A</B></TD></TR>
</TABLE>
<BR><BR>

<TABLE width=650 CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR><TD align=center><font size=4>St. Mary Land &amp; Exploration Company</font></TD></TR>
<TR><TD>&nbsp;</TD></TR>
<TR><TD align=center><font size=4>Charter of the Audit Committee of the Board of Directors</font></TD></TR>
</TABLE>
<BR>

<P>I.&nbsp; &nbsp;   Audit Committee Purpose</P>

<TABLE WIDTH=650 CELLPADDING=0 CELLSPACING=0 border=0>
<TR VALIGN=TOP><TD WIDTH=7%>&nbsp;</TD><TD colspan=2 align=left><FONT SIZE=2>The
    Audit Committee is appointed by the Board of Directors to assist the Board in
    fulfilling its oversight responsibilities. The Audit Committee&#146;s primary
    duties and responsibilities, as delegated by the Board of Directors, are to:</FONT><BR><BR></TD></TR>
<TR VALIGN=TOP><TD>&nbsp;</TD><TD width=3%><font size=2>o</font></TD><TD width=90%><font size=2>Monitor the integrity of the
    Company&#146;s financial reporting process and systems of internal controls regarding
    finance, accounting, and legal and regulatory compliance.</FONT><BR><BR></TD></TR>
<TR valign=top><TD>&nbsp;</TD><TD><font size=2>o</font></TD><TD><font size=2>Monitor the independence
    and performance of the Company&#146;s independent auditors.</FONT><BR><BR></TD></TR>
<TR valign=top><TD>&nbsp;</TD><TD><font size=2>o</font></TD><TD><font size=2>Provide an avenue of
    communication among the independent auditors, management, and the Board of
    Directors.</FONT><BR><BR></TD></TR>
<TR valign=top><TD>&nbsp;</TD><TD><font size=2>o</font></TD><TD><font size=2>Report regularly to the Board
    of Directors.</font><BR><BR></TD></TR>
<TR valign=top><TD>&nbsp;</TD><TD colspan=2><font size=2>The Audit Committee has the authority to conduct any
    investigation appropriate to fulfill its responsibilities, and it has direct access to the
    independent auditors as well as anyone in the organization. The Audit Committee has the
    authority to retain, at the Company&#146;s expense, special legal, accounting,
    or other consultants or experts it deems necessary to advise the Committee in
    the performance of its duties.</FONT></TD></TR>
</TABLE>
<BR>

<P>II.&nbsp; &nbsp; Audit Committee Composition and Meetings</P>

<TABLE WIDTH=650 CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP><TD WIDTH=7%>&nbsp;</TD><TD width=93% ><font size=2>Audit Committee members shall
    meet the independence and financial literacy requirements of the Nasdaq National Market listing
    standards.     The Audit Committee shall be comprised of at least three directors as determined
    by the Board, each of whom shall be an independent nonexecutive director without any
    relationship which, in the opinion of the Board, would interfere with the
    exercise of his or her independent judgment in carrying out the responsibilities
    of a director. All members of the Committee shall have a basic understanding of
    finance and accounting and be able to read and understand fundamental financial
    statements, and at least one member of the Committee shall have experience or
    background in finance or accounting which results in that member&#146;s
    financial sophistication.</FONT><BR><BR></TD></TR>
<TR VALIGN=TOP><TD>&nbsp;</TD><TD><font size=2>Audit Committee members shall be appointed by the
    Board. If an audit committee Chair is not designated or present, the members of the Committee
    may designate a Chair by majority vote of the Committee membership.</FONT><BR><BR></TD></TR>
<TR VALIGN=TOP><TD>&nbsp;</TD><TD><font SIZE=2>The Committee shall meet at least four times
    annually, or more frequently as circumstances dictate. The Audit Committee Chair shall approve
    an agenda in advance of each meeting. As circumstances dictate but at least twice annually,
    the Committee should meet privately in executive session with management, the
    independent auditors, and as a committee to discuss any matters that the
    Committee or any of these groups believe should be discussed. In addition, the
    Committee should communicate with management and the independent auditors
    quarterly to review the Company&#146;s financial statements and significant
    findings based upon the auditors&#146; review procedures.</FONT><BR><BR></TD></TR>
</TABLE>
<BR><BR><BR><BR><BR><BR><BR><BR>
<H5 align=center>22</h5>

<P>III.&nbsp; &nbsp; Audit Committee Responsibilities and Duties</P>

<table width=650 cellpadding=0 cellspacing=0 border=0>
<TR valign=top><TD width=7%>&nbsp;</TD><TD colspan=2><font size=2><U>Review Procedures</U></font></TD></TR>
<TR valign=top><TD>&nbsp;</TD><TD width=3%><font size=2>1.</FONT></TD><TD width=90%><font size=2>Review and reassess the adequacy of this
    Charter at least annually. Submit the Charter to the Board of Directors for approval and include
    the document in the proxy statement for the election of directors at least once every three
    years in accordance with SEC regulations.</FONT><BR><BR></TD></TR>
<TR valign=top><TD>&nbsp;</TD><TD><font size=2>2.</FONT></TD><TD><font size=2>Review the Company&#146;s
    annual audited financial statements prior to filing with the SEC. Review should include
    discussion with management and independent auditors of significant issues regarding accounting
    principles, practices, and judgments.</FONT><BR><BR></TD></TR>
<TR valign=top><TD>&nbsp;</TD><TD><font size=2>3.</FONT></TD><TD><font size=2>In consultation with
    management and the independent auditors, consider the integrity of the Company&#146;s financial
    reporting processes and internal accounting controls. Discuss significant financial risk
    exposures and the steps management has taken to monitor, control, and report such exposures. Review
    significant findings prepared by the independent auditors, including the status of previous
    recommendations, together with management&#146;s responses.</FONT><BR><BR></TD></TR>
<TR valign=top><TD>&nbsp;</TD><TD><font size=2>4.</font></TD><TD><font size=2>Review with financial
    management and the independent auditors the Company&#146;s quarterly financial results prior to
    the release of earnings. Discuss any significant changes to the Company&#146;s accounting
    principles and any items required to be communicated by the independent auditors to the
    Committee in accordance with Statement of Auditing Standards (&#147;SAS&#148;) No. 61,
    <I>Communication with Audit Committees</I>, as amended (see item 9).<BR><BR></FONT></TD></TR>
<TR valign=top><TD>&nbsp;</TD><TD colspan=2><font size=2><U>Independent Auditors</U></font><BR><BR></TD></TR>
<TR valign=top><TD>&nbsp;</TD><TD><font size=2>5.</font></TD><TD><font size=2>The independent auditors
    are ultimately accountable to the Audit Committee and the Board of Directors. The Audit Committee
    shall review and evaluate the independence and performance of the auditors and annually
    recommend to the Board of Directors the appointment of the independent auditors or approve any
    replacement of auditors when circumstances warrant.</FONT><BR><BR></TD></TR>
<TR valign=top><TD>&nbsp;</TD><TD><font size=2>6.</font></TD><TD><font size=2>Approve the fees and
    other significant compensation to be paid to the independent auditors. Review and approve
    requests for significant management consulting engagements to be performed by the independent
    auditors&#146; firm and be advised of any other significant study undertaken at the request of
    management that is beyond the scope of the audit engagement letter.</FONT><BR><BR></TD></TR>
<TR valign=top><TD>&nbsp;</TD><TD><font size=2>7.</font></TD><TD><font size=2>On at least an annual
    basis, the Committee should review and discuss with the independent auditors the auditors&#146;
    independence and all significant services performed for and relationships they have with the
    Company that could bear on the auditors&#146; independence, and ensure that the Committee has
    received from the auditors the formal written statement delineating all
    relationships between the auditor and the Company and the letter confirming that
    in the auditors&#146; professional judgment they are independent of the Company,
    as required by Independence Standards Board Standard No. 1, <I>Independence
    Discussions with Audit Committees</I>. The Committee shall take, or recommend
    that the Board of Directors take, appropriate action to oversee the independence
    of the auditors.</FONT><BR><BR></TD></TR>
<TR VALIGN=TOP><TD>&nbsp;</TD><TD><FONT SIZE=2>8.</font></TD><TD><font size=2>Review the independent
    auditors&#146; engagement letter and audit plan &#150; discuss scope, staffing, locations,
    reliance upon management, and general audit approach.</FONT><BR><BR></TD></TR>
<TR valign=top><TD>&nbsp;</TD><TD><font size=2>9.</font></TD><TD><font size=2>Prior to releasing
    year-end  earnings,  discuss the results of the audit with the independent  auditors.
    Discuss the matters required to be communicated by auditors to audit committees in accordance
    with SAS No. 61.</font><BR><BR></TD></TR>
<TR valign=top><TD>&nbsp;</TD><TD><font size=2>10.</font></TD><TD><font size=2>Consider the
    independent  auditors' judgments about the quality and appropriateness of the Company's
    accounting  principles as applied in its financial reporting.</font><BR><BR></TD></TR>


</TABLE>
<BR><BR><BR><BR><BR><BR><BR>
<H5 align=center>23</h5>
<table width=650 cellpadding=0 cellspacing=0 border=0>
<TR valign=top><TD>&nbsp;</TD><TD colspan=2><font size=2><U>Legal Compliance</U></font><BR><BR></TD></TR>
<TR valign=top><TD width=7%>&nbsp;</TD><TD width=3%><font size=2>11.</font></TD><TD width=90%><font size=2>On at least an annual
    basis, review with the Company&#146;s general counsel any legal matters that could have a
    significant impact on the Company&#146;s financial statements, the Company&#146;s compliance
    with applicable laws and regulations, and inquiries received from regulators or governmental
    agencies.</FONT><BR><BR></TD></TR>
<TR valign=top><TD>&nbsp;</TD><TD colspan=2><font size=2><U>Other Audit Committee Responsibilities</U>
    </font><BR><BR></TD></TR>
<TR valign=top><TD>&nbsp;</TD><TD><font size=2>12.</font></TD><TD><font size=2>Based on the review and discussion
    of the audited financial statements with management and the discussion with the independent
    auditors of the matters required to be discussed by SAS No. 61 and the independent
    auditors&#146; independence, recommend to the Board of Directors whether the audited financial
    statements should be included in the Company&#146;s Annual Report on Form 10-K
    for filing with the SEC. Prepare the report required by SEC rules to be included
    in the Company&#146;s annual proxy statement.</FONT><BR><BR></TD></TR>
<TR valign=top><TD>&nbsp;</TD><TD><font size=2>13.</font></TD><TD><font size=2>Perform any other
    activities consistent with this Charter, the Company&#146;s by-laws, and governing law, as the
    Committee or the Board deems necessary or appropriate.</FONT><BR><BR></TD></TR>
<TR valign=top><TD>&nbsp;</TD><TD><font size=2>14.</font></TD><TD><font size=2>Maintain  minutes
    of meetings  and  periodically  report to the Board of  Directors on  significant
    results of the  foregoing activities.</font><BR><BR></TD></TR>
<TR valign=top><TD>&nbsp;</TD><TD colspan=2><font size=2>While the Audit Committee has the
    responsibilities and powers set forth in this Charter, it is not the duty of the Audit
    Committee to plan or conduct audits or to determine that the Company&#146;s financial
    statements are complete and accurate and are in accordance with generally accepted
    accounting principles. That is the responsibility of management and the independent auditors.
    Nor is it the duty of the Audit Committee to conduct investigations, or to ensure
    compliance with laws and regulations.</FONT></TD></TR>
</TABLE>
<BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR>
<BR><BR><BR><BR><BR><BR><H5 align=center>24</h5>
<PRE>



                                 [Front]

PROXY             ST. MARY LAND &amp; EXPLORATION COMPANY                  PROXY
                    1776 Lincoln Street, Suite 1100
                        Denver, Colorado 80203

         This Proxy is Solicited on Behalf of the Board of Directors
           For the Annual Meeting of Stockholders on May 23, 2001

     The undersigned hereby appoints Mark A. Hellerstein and Richard C. Norris,
or either of them, each with the power to appoint his substitute, as proxies for
the undersigned to vote all shares of St. Mary Land &amp; Exploration Company common
stock which the undersigned is entitled to vote at the Annual Meeting of
Stockholders to be held on May 23, 2001, and at any reconvened meeting after any
adjournment thereof, as directed on the matter referred to below and at their
discretion on any other matters that may properly be presented at the meeting.

1.  ELECTION OF DIRECTORS.

     Management has nominated the following eleven persons to stand for election
as directors. The St. Mary board of directors recommends a vote "For" all of the
nominees. As of the date of the accompanying proxy statement no one has been
nominated to serve as director other than the nominees by management.

 &#129; FOR all nominees listed below
   (except as marked to the contrary below)

 &#129; WITHHOLD authority to vote for all nominees
   listed below

    Larry W. Bickle            William J. Gardiner       R. James Nicholson
    Ronald D. Boone            Mark A. Hellerstein       Arend J. Sandbulte
    Thomas E. Congdon          Jack Hunt                 John M. Seidl
    David C. Dudley            Robert L. Nance

(INSTRUCTIONS: Mark only one box. To withhold authority to vote for any
 individual nominee, write that nominee's name in the following space:

                                                                                                           )

2.  AMENDMENT TO CERTIFICATE OF INCORPORATION TO INCREASE THE TOTAL AUTHORIZED
    SHARES OF COMMON STOCK.

     To approve an amendment to the Company's certificate of incorporation to
increase the number of authorized shares of common stock from 50,000,000 shares
to 100,000,000 shares.
   &#129; FOR                    &#129;  AGAINST                        &#129;  ABSTAIN

3.  AMENDMENTS TO STOCK OPTION PLANS TO INCREASE THE TOTAL AVAILABLE SHARES.

     To approve amendments to the Company's stock option plans to increase the
total number of shares of common stock which may be issued under the plans by
1,000,000 shares to a total of 4,300,000 shares.

   &#129; FOR                    &#129;  AGAINST                        &#129;  ABSTAIN


<PAGE>




                                     [Back]

     This proxy when properly executed will be voted in the manner directed by
the undersigned stockholder.

     If this proxy is properly executed but no voting direction is given, this
proxy will be voted "For" all director nominees listed on this proxy, the
amendment to the certificate of incorporation to increase the total authorized
shares of common stock, and the amendments to the stock option plans to increase
the total available shares.

     This proxy also confers discretionary authority to the proxies to vote on
any other matters that may properly be presented at the meeting. As of the date
of the accompanying proxy statement, St. Mary management did not know of any
other matters to be presented at the meeting. If any other matters are properly
presented at the meeting, this proxy will be voted in accordance with the
recommendations of St. Mary management.

     Please sign exactly as your name appears below. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by the president or other
authorized officer. If a partnership or limited liability company, please sign
in such name by an authorized person.

     Please complete, date and sign this proxy card and return it promptly in
the accompanying envelope.


                                     Dated: __________________________, 2001



                                     -------------------------------------
                                     Signature



                                     -------------------------------------
                                     Signature (if held jointly)

</PRE>


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