<SUBMISSION>
<ACCESSION-NUMBER>0000893538-02-000027
<TYPE>S-3
<PUBLIC-DOCUMENT-COUNT>8
<FILING-DATE>20020521
<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>S-3
<ACT>33
<FILE-NUMBER>333-88712
<FILM-NUMBER>02658542
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>1776 LINCOLN ST STE 1100
<CITY>DENVER
<STATE>CO
<ZIP>80203
<PHONE>3038618140
</BUSINESS-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>S-3
<SEQUENCE>1
<FILENAME>form_s3.htm
<DESCRIPTION>FORM S-3
<TEXT>
<HTML>
<HEAD><TITLE>Form S-3 05/20/02</TITLE></HEAD>
<BODY>
<PRE>
            As filed with the Securities and Exchange Commission on May 21, 2002
                                                    Registration No. 333-
                                                                         -------
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-3

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                         ------------------------------

                       St. Mary Land &amp; Exploration Company
               (Exact name of registrant as specified in charter)

                                    Delaware
         (State or other jurisdiction of incorporation or organization)

                                   41-0518430
                      (I.R.S. Employer Identification No.)

                         1776 Lincoln Street, Suite 1100
                             Denver, Colorado 80203
                                 (303) 861-8140
          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)

                               Mark A. Hellerstein
                      President and Chief Executive Officer
                       St. Mary Land &amp; Exploration Company
                         1776 Lincoln Street, Suite 1100
                             Denver, Colorado 80203
                                 (303) 861-8140
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                         ------------------------------

                                   Copies to:
                              Roger C. Cohen, Esq.
                     Ballard Spahr Andrews &amp; Ingersoll, LLP
                          1225 17th Street, Suite 2300
                             Denver, Colorado 80202
                                 (303) 292-2400
                         ------------------------------

                 At such time or times after the effective date
                  of the registration statement as the selling
                         securityholders shall determine
        (Approximate date of commencement of proposed sale to the public)



If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box: |_|

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: |X|

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering: |_|
                                                 ------------------------
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: |_|
                          --------------------

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: |_|


Calculation of Registration Fee
                                                                Proposed          Proposed
                                                                maximum           maximum
       Title of each class of             Amount to be       offering price      aggregate         Amount of
    securities to be registered            registered           per unit       offering price  registration fee
    ---------------------------        ------------------  ------------------  --------------  ----------------

5.75% Senior Convertible Notes due       $100,000,000(1)       100%(2)(3)       $100,000,000       $9,200(4)
2022

Common Stock, par value $.01 per      3,846,153 shares(6)         (7)               (7)               (7)
share(5)


(1)  Represents the aggregate principal amount at maturity of the notes that
     were originally issued by the registrant in March 2002.
(2)  Estimated solely for purposes of calculating the registration fee pursuant
     to Rule 457 under the Securities Act.
(3)  Exclusive of accrued interest.
(4)  Calculated under Section 6(b) of the Securities Act as .000092 of
     $100,000,000.
(5)  Includes associated stock purchase rights under the registrant's
     shareholder rights plan adopted on July 15, 1999, as amended, that are
     deemed to be delivered with each share of common stock issued by the
     registrant and currently are not separately transferable apart from the
     common stock.
(6)  Represents the total number of shares of common stock that are currently
     issuable upon conversion of the notes registered hereby at the conversion
     price of $26.00 per share. Pursuant to Rule 416 under the Securities Act,
     such number of shares of common stock registered hereby shall include an
     indeterminate number of shares of common stock that may be issued in
     connection with a stock split, stock dividend, recapitalization or similar
     event.
(7)  No separate consideration will be received by the registrant for the shares
     of common stock issuable upon conversion of the notes. Therefore, no
     registration fee is required pursuant to Rule 457(i) under the Securities
     Act.

The registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, as amended, or until this Registration Statement shall
become effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.




                             PRELIMINARY PROSPECTUS

                    Subject to completion, dated May 17, 2002

                   [St. Mary Land &amp; Exploration Company Logo]

                       St. Mary Land &amp; Exploration Company

                                  $100,000,000
                     5.75% Senior Convertible Notes Due 2022
                  and 3,846,153 Shares of Common Stock Issuable
                          Upon Conversion of the Notes

         This prospectus relates to the offering for resale of $100,000,000
aggregate principal amount of our 5.75% Senior Convertible Notes due 2022 and
3,846,153 shares of our common stock issuable upon conversion of the notes. We
issued the notes in a private placement in March 2002 to qualified institutional
buyers under Rule 144A under the Securities Act of 1933. The selling
securityholders named in this prospectus may use this prospectus to offer and
sell their notes and/or the shares of common stock issuable upon conversion of
their notes. We will not receive any proceeds from sales of the notes or shares
of our common stock by the selling securityholders.

         The notes and the shares of common stock may be offered for resale from
time to time by the selling securityholders at market prices prevailing at the
time of sale or at privately negotiated prices. The selling securityholders may
sell the notes or the shares of our common stock directly to purchasers or
through underwriters, broker-dealers or agents, who may receive compensation in
the form of discounts, concessions or commissions.

         Holders may convert the notes into shares of our common stock at any
time prior to maturity or their prior redemption or repurchase by us. The
conversion rate is approximately 38.4615 shares for each $1,000 principal amount
of notes, subject to adjustment. This is equivalent to a conversion price of
$26.00 per share. The notes will mature on March 15, 2022.

         We will pay interest on the notes in cash on March 15 and September 15
of each year. The first interest payment will be made on September 15, 2002. The
notes bear interest at a fixed annual rate of 5.75%. We will also pay contingent
interest under certain circumstances.

         We may redeem the notes at our option in whole or in part beginning on
March 20, 2007, at 100% of their principal amount plus accrued and unpaid
interest (including contingent interest) payable in cash. If a change in control
of St. Mary occurs, holders of the notes may require us to repurchase all or a
portion of their notes. Holders of the notes may also require us to repurchase
all or part of their notes on March 20, 2007, March 15, 2012 and March 15, 2017.

         The notes are general unsecured obligations of St. Mary ranking on a
parity in right of payment with all our existing and future unsecured senior
indebtedness and our other general unsecured obligations, and senior in right of
payment to all our future subordinated indebtedness.

         Our common stock is traded on the Nasdaq National Market under the
symbol "MARY." On May 17, 2002, the last sale price of the common stock, as
reported on the Nasdaq National Market, was $24.63 per share.

         Investing in the securities offered hereby involves a high degree of
risk. See "Risk Factors" beginning on page 6.

         Neither the Securities and Exchange Commission nor any state securities
regulator has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

                  The date of this prospectus is May 17, 2002.



         You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
different information. The selling securityholders are offering to sell, and
seeking offers to buy, the securities only in jurisdictions where offers and
sales are permitted. The information contained in this prospectus is accurate
only as of the date of this prospectus, regardless of the time of delivery of
this prospectus or any sale of the securities. In this prospectus, references to
"we," "us" and "our" refer to St. Mary Land &amp; Exploration Company and its
subsidiaries.


                                TABLE OF CONTENTS

PROSPECTUS SUMMARY.............................................................1
RISK FACTORS...................................................................6
USE OF PROCEEDS...............................................................16
DIVIDEND POLICY...............................................................16
SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA.................................17
DESCRIPTION OF CREDIT FACILITY................................................22
DESCRIPTION OF NOTES..........................................................22
DESCRIPTION OF CAPITAL STOCK..................................................38
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS.......................39
SELLING SECURITYHOLDERS.......................................................43
PLAN OF DISTRIBUTION..........................................................45
LEGAL MATTERS.................................................................48
INDEPENDENT PUBLIC ACCOUNTANTS................................................48
INDEPENDENT PETROLEUM ENGINEERS...............................................48
WHERE YOU CAN FIND MORE INFORMATION...........................................48
CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS..............................49
GLOSSARY OF COMMON OIL AND GAS TERMS..........................................49

                                   -----------

                              ABOUT THIS PROSPECTUS

         This prospectus is part of a registration statement that we filed with
the Securities and Exchange Commission utilizing a "shelf" registration process
or continuous offering process. Under this shelf registration process, the
selling securityholders may, from time to time, sell the securities described in
this prospectus in one or more offerings. This prospectus provides you with a
general description of the securities which may be offered by the selling
securityholders. Each time a selling securityholder sells securities, the
selling security holder is required to provide you with this prospectus and, in
certain cases, a prospectus supplement containing specific information about the
selling security holder and the terms of the securities being offered. That
prospectus supplement may include additional risk factors or other special
considerations applicable to those securities. Any prospectus supplement may
also add, update, or change information in this prospectus. If there is any
inconsistency between the information in this prospectus and any prospectus
supplement, you should rely on the information in that prospectus supplement.
You should read both this prospectus and any prospectus supplement together with
additional information described under "Where You Can Find More Information."

                                       i


                               PROSPECTUS SUMMARY

         This summary highlights information contained or incorporated by
reference in this prospectus. You should carefully read this entire prospectus
and the documents incorporated by reference, particularly the section entitled
"Risk Factors" beginning on page 6. When we use the terms "St. Mary," "we," "us"
or "our," we are referring to St. Mary Land &amp; Exploration Company and its
subsidiaries, unless the context otherwise requires. The term "you" refers to a
prospective investor. We have included technical terms important to an
understanding of our business under "Glossary of Common Oil and Gas Terms."

The Company

         St. Mary Land &amp; Exploration Company is an independent energy
company engaged in the exploration, development, acquisition and production of
natural gas and crude oil. St. Mary was founded in 1908 and incorporated in
Delaware in 1915. Our operations are focused in the following five core
operating areas in the United States:

         o    the Mid-Continent region in western Oklahoma and northern Texas;

         o    the ArkLaTex region that spans northern Louisiana and portions of
              eastern Texas, Arkansas and Mississippi;

         o    the onshore Gulf Coast and offshore Gulf of Mexico;

         o    the Williston Basin in eastern Montana and western North Dakota;
              and

         o    the Permian Basin in eastern New Mexico and western Texas.

         As of December 31, 2001, we had estimated proved reserves of
approximately 24 MMBbls of oil and 241 Bcf of natural gas, or a total of 383
BCFE, 86% of which were proved developed and 63% of which were natural gas, with
a PV-10 value of $364 million. For the year ended December 31, 2001, we produced
54.1 BCFE representing average daily production of 148.2 MMCFE per day. For the
quarter ended March 31, 2002, we produced 13.8 BCFE representing average daily
production of 153.2 MMCFE per day.

         To obtain more information about us, see "Where You Can Find More
Information."

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


         Our principal offices are located at 1776 Lincoln Street, Suite 1100,
Denver, Colorado 80203, and our telephone number is (303) 861-8140.


                                  The Offering

         In March 2002, we completed a private placement of the notes offered
under this prospectus. We entered into a registration rights agreement with the
initial purchasers in the private placement under which we agreed, for the
benefit of the holders of the notes, to file a shelf registration statement with
the SEC with respect to resales of the notes and common stock issued upon the
conversion thereof. We also agreed to use our reasonable best efforts to cause
the shelf registration statement to be declared effective under the Securities
Act and to keep the shelf registration statement effective for a specified
period of time. This prospectus is a part of that shelf registration statement
and may be used from time to time by selling securityholders named in this
prospectus to sell the notes or common stock issued upon the conversion thereof.

Issuer........................................... St. Mary Land &amp; Exploration Company

Notes Offered.................................... $100 million principal amount of 5.75% Senior
                                                  Convertible Notes due 2022.

Maturity......................................... March 15, 2022.

Ranking.......................................... The notes are general unsecured obligations, ranking
                                                  on a parity in right of payment with all our existing
                                                  and future unsecured senior indebtedness and our
                                                  other general unsecured obligations, and senior in
                                                  right of payment to all our future subordinated
                                                  indebtedness. The notes are effectively subordinated
                                                  to borrowings under our bank credit facility, which
                                                  are secured obligations. See "Description of Credit
                                                  Facility."

Interest......................................... The notes bear interest at a fixed annual rate of
                                                  5.75% to be paid in cash every March 15 and
                                                  September 15 of each year, beginning on
                                                  September 15, 2002. Interest is computed on the
                                                  basis of a 360-day year comprised of twelve
                                                  30-day months.

Contingent Interest.............................. In addition to the interest described above under
                                                  "-- Interest," we will pay contingent interest to
                                                  the holders of the notes during any six-month period
                                                  from March 15 to September 14 and from September 15
                                                  to March 14, as appropriate, commencing with the
                                                  six-month period beginning September 15, 2002, if
                                                  the average trading price of the notes for the five
                                                  trading days ending on the second trading day
                                                  immediately preceding the beginning of the relevant
                                                  six-month period equals 120% or more of the
                                                  principal amount of the notes. The annual rate of
                                                  contingent interest payable in respect of any
                                                  six-month period will equal the greater of (a) cash
                                                  dividends, if any, paid by us per share of our
                                                  common stock during that period multiplied by the
                                                  applicable conversion rate and expressed as a
                                                  percentage of the par value of the notes and (b) a
                                                  per annum rate equal to 5.0% of our estimated per
                                                  annum borrowing rate for senior non-convertible
                                                  fixed-rate indebtedness with a maturity date
                                                  comparable to the notes, but in no event may the
                                                  rate of contingent interest exceed a per annum rate
                                                  of 0.50%, in each case based on the outstanding
                                                  principal amount of the notes. Contingent interest
                                                  will be computed on the basis of a 360-day year
                                                  comprised of twelve 30-day months.

                                       2

Conversion Rights................................ You may convert your notes into shares of our common
                                                  stock at a conversion rate of approximately 38.4615
                                                  shares of common stock for each $1,000 principal
                                                  amount in notes. This is equivalent to a conversion
                                                  price of $26.00 per share. The conversion price may
                                                  be subject to adjustment under certain circumstances.
                                                  In addition, we may from time to time reduce the
                                                  conversion price for a period of no less than 20 days
                                                  for conversions occurring within that period if we
                                                  determine that such a reduction would be in our best
                                                  interest. The notes will be convertible at any time
                                                  before the close of business on the maturity date,
                                                  unless we have previously redeemed or repurchased the
                                                  notes. You may convert your notes called for
                                                  redemption or submitted for repurchase up to and
                                                  including the close of business on the second day
                                                  immediately preceding the date fixed for redemption or
                                                  repurchase, as the case may be.

Sinking Fund..................................... None.

Optional Redemption.............................. We may redeem some or all of the notes at any time
                                                  on or after March 20, 2007 at a redemption price of
                                                  100% of their principal amount plus accrued and
                                                  unpaid interest (including contingent interest)
                                                  payable in cash.

Repurchase at Option of Noteholders.............. You may require us to repurchase all or part of your
                                                  notes not previously redeemed, repurchased or
                                                  converted on March 20, 2007, March 15, 2012 and
                                                  March 15, 2017, for a repurchase price of 100% of
                                                  their principal amount plus accrued and unpaid
                                                  interest (including contingent interest). We may pay
                                                  the repurchase price:

                                                  o    on March 20, 2007, in cash, in shares of our
                                                       common stock, or in any combination of cash and
                                                       shares of our common stock, with the shares of
                                                       common stock to be valued at a discount to the
                                                       market price at the time of repurchase; and

                                                  o    on March 15, 2012 and March 15, 2017, in cash
                                                       only.

Change in Control................................ Upon the occurrence of a change in control, as
                                                  described in this prospectus, and before the
                                                  maturity or redemption of the notes, you will have
                                                  the right to require us to repurchase all or part of
                                                  your notes at a price equal to 100% of the principal
                                                  amount of the notes being repurchased, plus accrued
                                                  and unpaid interest (including contingent interest)
                                                  payable in cash.

Trading.......................................... The notes issued in the initial private placement are
                                                  eligible for trading in the PORTAL market.  However,
                                                  notes sold using this prospectus will no longer be
                                                  eligible for trading in the PORTAL market.

Use of Proceeds.................................. We will not receive any of the proceeds from the sale
                                                  by any selling securityholder of the notes or the
                                                  common stock offered under this prospectus.

                                       3

Nasdaq National Market Symbol for Common Stock... MARY

Taxation......................................... By purchasing the notes, you agree, for United
                                                  States federal income tax purposes, to treat the
                                                  notes as "contingent payment debt instruments" and
                                                  to be bound by our application of the Treasury
                                                  regulations that govern contingent payment debt
                                                  instruments, including our determination that the
                                                  rate at which interest will be deemed to accrue for
                                                  federal income tax purposes will be 10.00%, which is
                                                  comparable to the rate at which we would borrow on a
                                                  noncontingent, nonconvertible borrowing. You should
                                                  be aware that, even if we do not pay any contingent
                                                  interest on the notes, you will be required to
                                                  include in your gross income for United States
                                                  federal income tax purposes an amount of interest
                                                  significantly in excess of regular cash interest
                                                  regardless of whether you use the cash or accrual
                                                  method of tax accounting. In addition, you will
                                                  recognize ordinary income upon a conversion of a
                                                  note into our common stock equal to the amount, if
                                                  any, by which the value of the common stock received
                                                  on the conversion exceeds the sum of the original
                                                  purchase price of your note and accrued but unpaid
                                                  interest. However, the proper United States federal
                                                  income tax treatment of a holder of a note is
                                                  uncertain in various respects. If the agreed upon
                                                  treatment were successfully challenged by the IRS,
                                                  it might be determined that, among other
                                                  differences, you should have accrued interest income
                                                  at a lower rate, should not have recognized income
                                                  or gain upon the conversion, and should not have
                                                  recognized ordinary income upon a taxable disposition
                                                  of a note. You are strongly urged to consult your
                                                  own tax advisors with respect to the United States
                                                  federal, state, local and foreign tax consequences
                                                  of purchasing, owning and disposing of the notes and
                                                  shares of common stock. See "Certain United States
                                                  Federal Income Tax Considerations."

                                  Risk Factors

         An investment in the notes or shares of our common stock involves
significant risks. You should carefully consider all the information in this
prospectus. In particular, you should evaluate the specific risk factors set
forth under "Risk Factors" beginning on page 6.

                                        4


                 Ratio of Earnings to Fixed Charges (unaudited)

         The following table shows our unaudited ratio of earnings to fixed
charges for the periods shown. The ratio of earnings to fixed charges has been
computed by dividing earnings available for fixed charges (earnings from
continuing operations before income taxes) by fixed charges (interest expense
plus capitalized interest). Interest expense includes the portion of operating
rental expense that we believe is representative of the interest component of
rental expense.


             Three Months Ended
                  March 31,                       Years Ended December 31,
             ------------------            ------------------------------------
             2002          2001            2001    2000    1999    1998    1997
             ----          ----            ----    ----    ----    ----    ----
              6.4         127.4            69.4    86.1     0.6    (6.7)   27.6

         Earnings in 1999 and 1998 were inadequate to cover fixed charges, with
a deficiency of $0.6 million and $14.3 million, respectively. Our unaudited pro
forma ratio of earnings to fixed charges, which gives effect to our use of
proceeds from the issuance in March 2002 of $100 million total principal amount
of our 5.75% senior convertible notes due 2022 to repay outstanding debt under
our revolving credit facility and a five-year fixed rate-to-floating rate
interest swap entered into with respect to $50 million of the notes, would be
3.5 for the three months ended March 31, 2002 and 13.8 for the year ended
December 31, 2001. The floating interest rate under the swap for each applicable
six-month period will be the London interbank offered rate plus 0.38%. For the
initial six-month calculation period this rate is 2.69%.

                                       5

                                  RISK FACTORS

         An investment in the notes or shares of our common stock involves
significant risks. In addition to reviewing other information in this
prospectus, you should carefully consider the following factors before deciding
to purchase the notes or shares of our common stock.

                          Risks Related to Our Business

Oil and natural gas prices are volatile, and an extended decline in prices would
hurt our profitability and financial condition.

         Our revenues, operating results, profitability, future rate of growth
and the carrying value of our oil and gas properties depend heavily on
prevailing market prices for oil and gas. We expect the markets for oil and gas
to continue to be volatile. Any substantial or extended decline in the price of
oil or gas would have a material adverse effect on our financial condition and
results of operations. It could reduce our cash flow and borrowing capacity, as
well as the value and the amount of our oil and gas reserves. Lower prices may
also reduce the amount of oil and gas that we can economically produce.

         Historically, the markets for oil and gas have been volatile, and they
are likely to continue to be volatile. Wide fluctuations in oil and gas prices
may result from relatively minor changes in the supply of and demand for oil and
gas, market uncertainty and other factors that are beyond our control,
including:

         o    worldwide and domestic supplies of oil and natural gas;

         o    the ability of the members of the Organization of Petroleum
              Exporting Countries to agree to and maintain oil price and
              production controls;

         o    political instability or armed conflict in oil or gas producing
              regions;

         o    the price and level of foreign imports;

         o    worldwide economic conditions;

         o    marketability of production;

         o    the level of consumer demand;

         o    the price, availability and acceptance of alternative fuels;

         o    the availability of pipeline capacity;

         o    weather conditions; and

         o    actions of federal, state, local and foreign authorities.

These external factors and the volatile nature of the energy markets make it
difficult to estimate future prices of oil and natural gas. Declines in oil and
gas prices would reduce our revenue and could also reduce the amount of oil and
gas that we can produce economically and, as a result, could have a material
adverse effect on our financial condition, results of operations and reserves.
Further, oil and gas prices do not necessarily move in tandem. Because
approximately 63% of our proved reserves were natural gas reserves as of
December 31, 2001, we are more susceptible to changes in natural gas prices.

A material portion of our production, revenues and cash flows are derived from
one field.

         Production from the Judge Digby Field accounted for approximately 16%
of our total oil and gas production volumes during 2001. If the level of
production from this field substantially declines other than through normal

                                       6

depletion over the expected reserve life, it could have a material adverse
impact on our overall production levels and our revenues.

Our future success depends on our ability to replace reserves that we produce.

         Our future success depends on our ability to find, develop and acquire
oil and gas reserves that are economically recoverable. As of December 31, 2001,
our proved reserves would last approximately 7.1 years if produced constantly at
the 2001 rate of production. As a result, we must locate and develop or acquire
new oil and gas reserves to replace those being depleted by production. We must
do this even during periods of low oil and gas prices. Without successful
exploration or acquisition activities, our reserves, production and revenues
will decline rapidly. In addition, approximately 14% of our total estimated
proved reserves at December 31, 2001 were undeveloped. By their nature,
undeveloped reserves are less certain. Recovery of such reserves will require
significant capital expenditures and successful drilling operations. We cannot
assure you that we will be able to find and develop or acquire additional
reserves at an acceptable cost.

Our producing property acquisitions carry significant risks.

         Our recent growth is due in part to, and our growth strategy relies in
part on, acquisitions of producing properties and exploration and production
companies. Successful acquisitions require an assessment of a number of factors
beyond our control. These factors include recoverable reserves, future oil and
gas prices, operating costs and potential environmental and other liabilities.
These assessments are inexact and their accuracy is inherently uncertain. In
connection with these assessments, we perform a review of the subject properties
that we believe is generally consistent with industry practices. However, such a
review will not reveal all existing or potential problems. In addition, our
review may not permit us to become sufficiently familiar with the properties to
fully assess their deficiencies and capabilities. We do not inspect every well.
Even when we do inspect a well, we may not always discover structural,
subsurface or environmental problems that may exist or arise.

         In connection with our acquisitions, we are generally not entitled to
contractual indemnification for preclosing liabilities, including environmental
liabilities. Normally, we acquire interests in properties on an "as is" basis
with limited remedies for breaches of representations and warranties. In
addition, competition for producing oil and gas properties is intense and many
of our competitors have financial and other resources substantially greater than
those available to us. Therefore, we cannot assure you that we will be able to
acquire oil and gas properties that contain economically recoverable reserves or
that we will acquire such properties at acceptable prices.

         Additionally, significant acquisitions can change the nature of our
operations and business depending upon the character of the acquired properties,
which may have substantially different operating and geological characteristics
or be in different geographic locations than our existing properties. While it
is our current intention to continue to concentrate on acquiring properties with
development, exploitation and exploration potential located in our five core
operating areas, we cannot assure you that in the future we will not decide to
pursue acquisitions or properties located in other geographic regions. To the
extent that such acquired properties are substantially different than our
existing properties, our ability to efficiently realize the economic benefits of
such transactions may be limited.

We may not be able to successfully integrate future property or corporate
acquisitions.

         We seek to make selective niche acquisitions of oil and gas properties
and we will pursue corporate acquisitions that we believe will be accretive.
However, integrating acquired properties and businesses involves a number of
special risks. These risks include the possibility that management may be
distracted from normal business concerns by the need to integrate operations and
systems and in retaining and assimilating additional employees. Any of these or
other similar risks could lead to potential adverse short-term or long-term
effects on our operating results. We cannot assure you that we will be able to
obtain adequate funds for future property or corporate acquisitions,
successfully integrate our future property or corporate acquisitions or that we
will realize any of the anticipated benefits of the acquisitions.

                                       7

Substantial capital is required to replace and grow reserves.

         We make, and will continue to make, substantial expenditures to find,
acquire, develop and produce oil and natural gas reserves. Our capital
expenditures for oil and gas properties were $35.5 million for the quarter ended
March 31, 2002, $182.9 million for 2001 and $125.2 million for 2000. We have
budgeted total capital expenditures of $164 million in 2002. With the net
proceeds from our issuance of the notes in March 2002, cash provided by
operating activities and borrowings under our credit facility, we believe we
will have sufficient cash to fund budgeted capital expenditures in 2002. If
additional development or attractive acquisition opportunities arise, we may
consider other forms of financing, including the public offering or private
placement of equity or debt securities. However, if oil and gas prices decrease
or we encounter operating difficulties that result in our cash flow from
operations being less than expected, we may have to reduce the capital we can
spend in future years, unless we raise additional funds through debt or equity
financing. We currently do not have any sources of additional financing other
than our credit facility. We cannot assure you that debt or equity financing,
cash generated by operations or borrowing capacity will be available to us on
acceptable terms to meet these requirements.

         Future cash flows and the availability of financing will be subject to
a number of variables, such as:

         o    our success in locating and producing new reserves;

         o    the level of production from existing wells; and

         o    prices of oil and natural gas.

         Issuing equity securities to satisfy our financing requirements could
cause substantial dilution to existing stockholders. Additional debt financing
could lead to:

         o    a substantial portion of our operating cash flow being dedicated
              to the payment of principal and interest;

         o    us being more vulnerable to competitive pressures and economic
              downturns; and

         o    restrictions on our operations.

         If our revenues were to decrease due to lower oil and natural gas
prices, decreased production or other reasons, and if we could not obtain
capital through our credit facility or otherwise, our ability to execute our
development plans, replace our reserves or maintain production levels could be
greatly limited.

We may not be able to maintain a bank credit facility borrowing base that
adequately meets our anticipated financing needs.

         We have a long-term revolving credit facility with a bank group
consisting of Bank of America, Comerica Bank-Texas and Wells Fargo Bank West.
Under the facility, the maximum loan amount is $200 million. The amount actually
available from time to time depends on a borrowing base that the lenders
periodically redetermine based on the value of our oil and gas properties and
other assets. The stated total borrowing base is currently $160 million. Since
we pay commitment fees based on the unused portion of the borrowing base, we
have limited the borrowing base which we have accepted to correspond with our
actual funding requirements. The accepted borrowing base under the facility as
of April 30, 2002 was $40 million.

         We cannot assure you that the banks will agree to a borrowing base in
future redeterminations that is adequate for our anticipated financing needs.

                                       8

If oil and gas prices decrease or exploration efforts are unsuccessful, we may
be required to take additional writedowns.

         There is a risk that we will be required to write down the carrying
value of our oil and gas properties. This could occur when oil and gas prices
are low or if we have substantial downward adjustments to our estimated proved
reserves, increases in our estimates of development costs or deterioration in
our exploration results.

         We follow the successful efforts accounting method. All property
acquisition costs and costs of exploratory and development wells are capitalized
when incurred, pending the determination of whether proved reserves have been
discovered. If proved reserves are not discovered with an exploratory well, the
costs of drilling the well are expensed. All geological and geophysical costs on
exploratory prospects are expensed as incurred. The capitalized costs of our oil
and gas properties, on a field-by-field basis, may not exceed the estimated
future net cash flows of that field. If capitalized costs exceed future net
revenues we write down the costs of each such field to our estimate of fair
market value. Unproved properties are evaluated at the lower of cost or fair
market value. This type of charge will not affect our cash flow from operating
activities, but it will reduce the book value of our stockholders' equity. We
review the carrying value of our properties quarterly, based on prices in effect
as of the end of each quarter or as of the time of reporting our results. Once
incurred, a writedown of oil and gas properties is not reversible at a later
date even if oil or gas prices increase. St. Mary incurred impairment and
abandonment charges on proved and unproved properties of $4.7 million, $6.3
million and $10.6 million in 2001, 2000 and 1999, respectively. St. Mary
incurred impairment and abandonment charges on proved and unproved properties of
$697,000 in the quarter ended March 31, 2002.

Information concerning our reserves and future net revenue estimates is
uncertain.

         There are numerous uncertainties inherent in estimating quantities of
proved oil and natural gas reserves and their values, including many factors
beyond our control. Estimates of proved undeveloped reserves, which comprise a
significant portion of our reserves, are by their nature uncertain. The reserve
data included and incorporated by reference in this prospectus is estimated.
Although we believe these estimates are reasonable, actual production, revenues
and reserve expenditures will likely vary from estimates, and these variances
may be material.

         Estimates of oil and natural gas reserves, by necessity, are
projections based on geologic and engineering data, and there are uncertainties
inherent in the interpretation of such data as well as the projection of future
rates of production and the timing of development expenditures. Reserve
engineering is a subjective process of estimating underground accumulations of
oil and natural gas that are difficult to measure. The accuracy of any reserve
estimate is a function of the quality of available data, engineering and
geological interpretation and judgment. Estimates of economically recoverable
oil and natural gas reserves and future net cash flows necessarily depend upon a
number of variable factors and assumptions, such as historical production from
the area compared with production from other producing areas, the assumed
effects of regulations by governmental agencies and assumptions governing future
oil and natural gas prices, future operating costs, severance and excise taxes,
development costs and workover and remedial costs, all of which may in fact vary
considerably from actual results. For these reasons, estimates of the
economically recoverable quantities of oil and natural gas attributable to any
particular group of properties, classifications of such reserves based on risk
of recovery, and estimates of the future net cash flows may vary substantially.
Any significant variance in the assumptions could materially affect the
estimated quantity and value of the reserves. Actual production, revenues and
expenditures with respect to our reserves will likely vary from estimates, and
such variances may be material.

         In addition, you should not construe PV-10 value as the current market
value of the estimated oil and natural gas reserves attributable to our
properties. We have based the PV-10 value on prices and costs as of the date of
the estimate, in accordance with applicable regulations, whereas actual future
prices and costs may be materially higher or lower. For example, values of our
reserves at December 31, 2001 were estimated starting with a calculated weighted
average sales price of $19.84 per barrel of oil (NYMEX) and $2.65 per MMBtu of
gas (Gulf Coast spot price), then adjusted for quality and basis differentials.
During 2001, our realized gas prices were as high as $7.86 per Mcf and as low as
$2.21 per Mcf. Many factors will affect actual future net cash flows, including:

         o    the amount and timing of actual production;

                                       9

         o    supply and demand for oil and natural gas;

         o    curtailments or increases in consumption by natural gas
              purchasers; and

         o    changes in governmental regulations or taxation.

         The timing of the production of oil and natural gas properties and of
the related expenses affect the timing of actual future net cash flows from
proved reserves and, thus, their actual present value. In addition, the 10%
discount factor, which we are required to use to calculate PV-10 value for
reporting purposes, is not necessarily the most appropriate discount factor
given actual interest rates and risks to which our business or the oil and
natural gas industry in general are subject. As a result, our actual future net
cash flows could be materially different from the estimates included in this
prospectus.

Our industry is highly competitive.

         Major oil companies, independent producers, and institutional and
individual investors are actively seeking oil and gas properties throughout the
world, along with the equipment, labor and materials required to operate
properties. Many of our competitors have financial and technological resources
vastly exceeding those available to us. Many oil and gas properties are sold in
a competitive bidding process in which we may lack technological information or
expertise available to other bidders. We cannot be sure that we will be
successful in acquiring and developing profitable properties in the face of this
competition.

Exploration and development drilling may not result in commercially productive
reserves.

         Oil and gas drilling and production activities are subject to numerous
risks, including the risk that no commercially productive oil or natural gas
will be found. The cost of drilling and completing wells is often uncertain, and
oil and gas drilling and production activities may be shortened, delayed or
canceled as a result of a variety of factors, many of which are beyond our
control. These factors include:

         o    unexpected drilling conditions;

         o    pressure or irregularities in formations;

         o    equipment failures or accidents;

         o    adverse weather conditions;

         o    shortages in experienced labor;

         o    compliance with governmental requirements; and

         o    shortages or delays in the availability of drilling rigs and the
              delivery of equipment.

         The prevailing prices of oil and gas also affect the cost of and the
demand for drilling rigs, production equipment and related services.

         We cannot assure you that the wells we drill will be productive or that
we will recover all or any portion of our investment in such wells. The seismic
data and other technologies we use do not allow us to know conclusively prior to
drilling a well that oil or gas is present or may be produced economically. The
cost of drilling, completing and operating a well is often uncertain, and cost
factors can adversely affect the economics of a project. Drilling activities can
result in dry wells or wells that are productive but do not produce sufficient
net revenues after operating and other costs to cover initial drilling costs.

         Our future drilling activities may not be successful, nor can we be
sure that our overall drilling success rate or our drilling success rate for
activity within a particular area will not decline. Unsuccessful drilling
activities could have a material adverse effect on our results of operations and
financial condition. Also, we may not be able to obtain any options or lease

                                       10

rights in potential drilling locations that we identify. Although we have
identified numerous potential drilling locations, we cannot be sure that we will
ever drill them or that we will produce oil or natural gas from them or any
other potential drilling locations.

Our business is subject to operating hazards that could result in substantial
losses.

         Oil and gas operations are subject to many risks, including well
blowouts, craterings, explosions, uncontrollable flows of oil, natural gas or
well fluids, fires, formations with abnormal pressures, pipeline ruptures or
spills, pollution, releases of toxic gas and other environmental hazards and
risks. If any of these hazards occurs, we could sustain substantial losses as a
result of:

         o    injury or loss of life;

         o    severe damage to or destruction of property, natural resources and
              equipment;

         o    pollution or other environmental damage;

         o    clean-up responsibilities;

         o    regulatory investigations and penalties; and/or

         o    suspension of operations.

         In addition, we may be liable for environmental damage caused by
previous owners of property we own or lease. As a result, we may face
substantial liabilities to third parties or governmental entities, which could
reduce or eliminate funds available for exploration, development or acquisitions
or cause us to incur losses. An event that is not fully covered by insurance
could have a material adverse effect on our financial condition and results of
operations.

         We maintain insurance against some, but not all, of these potential
risks and losses. We may elect not to obtain insurance if we believe that the
cost of available insurance is excessive relative to the risks presented. In
addition, pollution and environmental risks generally are not fully insurable.
If a significant accident or other event occurs and is not fully covered by
insurance, it could adversely affect us.

Other independent oil and gas companies' limited access to capital may change
our exploration and development plans.

         Many independent oil and gas companies have limited access to the
capital necessary to finance their activities. As a result, some of the other
working interest owners of our wells may be unwilling or unable to pay their
share of the costs of projects as they become due. These problems could cause us
to change, suspend or terminate our drilling and development plans with respect
to the affected project.

Hedging transactions may limit our potential gains and involve other risks.

         To manage our exposure to price risks in the marketing of our oil and
natural gas, we enter into commodity price risk management arrangements from
time to time with respect to a portion of our current or future production.
While intended to reduce the effects of volatile oil and natural gas prices,
these transactions may limit our potential gains if oil or natural gas prices
were to rise substantially over the price established by the hedge. In addition,
such transactions may expose us to the risk of financial loss in certain
circumstances, including instances in which:

         o    our production is less than expected;

         o    the counterparties to our futures contracts fail to perform under
              the contracts; or

         o    a sudden, unexpected event materially impacts oil or natural gas
              prices.

                                       11

         The terms of our hedging agreements may also require that we furnish
cash collateral, letters of credit or other forms of performance assurance in
the event that mark-to-market calculations result in settlement obligations by
us to the counterparties, which would encumber our liquidity and capital
resources.

Our industry is heavily regulated.

         Federal, state and local authorities extensively regulate the oil and
gas industry. Legislation and regulations affecting the industry are under
constant review for amendment or expansion, raising the possibility of changes
that may affect, among other things, the pricing or marketing of oil and gas
production. Noncompliance with statutes and regulations may lead to substantial
penalties, and the overall regulatory burden on the industry increases the cost
of doing business and, in turn, decreases profitability. State and local
authorities regulate various aspects of oil and gas drilling and production
activities, including the drilling of wells (through permit and bonding
requirements), the spacing of wells, the unitization or pooling of oil and gas
properties, environmental matters, safety standards, the sharing of markets,
production limitations, plugging and abandonment, and restoration. Federal
authorities regulate many of these same activities for our drilling and
production operations in federal offshore waters. To cover the various
obligations of leaseholders in federal waters, federal authorities generally
require that leaseholders have substantial net worth or post bonds or other
acceptable assurances that such obligations will be met. The cost of these bonds
or other surety can be substantial, and we cannot assure you that we will be
able to obtain bonds or other surety in all cases. Under some circumstances,
federal authorities may require any of our operations on federal leases be
suspended or terminated. Any such suspension or termination could materially
adversely affect our financial condition and results of operations.

We must comply with complex environmental regulations.

         Our operations are subject to complex and constantly changing
environmental laws and regulations adopted by federal, state and local
governmental authorities where we are engaged in exploration or production
operations. New laws or regulations, or changes to current requirements, could
have a material adverse effect on our business. We will continue to be subject
to uncertainty associated with new regulatory interpretations and inconsistent
interpretations between state and federal agencies. We could face significant
liabilities to the government and third parties for discharges of oil, natural
gas or other pollutants into the air, soil or water, and we could have to spend
substantial amounts on investigations, litigation and remediation. We cannot be
sure that existing environmental laws or regulations, as currently interpreted
or enforced, or as they may be interpreted, enforced or altered in the future,
will not materially adversely affect our results of operations and financial
condition. As a result, we may face material indemnity claims with respect to
properties we own or have owned.

Our business depends on transportation facilities owned by others.

         The marketability of our oil and gas production depends in part on the
availability, proximity and capacity of pipeline systems owned by third parties.
The unavailability of or lack of available capacity on these systems and
facilities could result in the shut-in of producing wells or the delay or
discontinuance of development plans for properties. Although we have some
contractual control over the transportation of our product, material changes in
these business relationships could materially affect our operations. Federal and
state regulation of oil and gas production and transportation, tax and energy
policies, changes in supply and demand, pipeline pressures, damage to or
destruction of pipelines and general economic conditions could adversely affect
our ability to produce, gather and transport oil and natural gas.

We depend on key personnel.

         Our success will continue to depend on the continued services of our
executive officers and a limited number of other senior management and technical
personnel with extensive experience and expertise in evaluating and analyzing
producing oil and gas properties and drilling prospects, maximizing production
from oil and gas properties and marketing oil and gas production. Loss of the
services of any of these people could have a material adverse effect on our
operations. We currently do not have employment agreements with our executive
officers other than Mark Hellerstein, our Chief Executive Officer. We do not
carry any key person life insurance policies.

                                       12

Ownership of working interests, royalty interests and other interests by some of
our officers and a director may create conflicts of interest.

         As a result of their prior employment with another company with which
St. Mary engaged in a number of transactions, Ronald D. Boone, the Executive
Vice President and Chief Operating Officer and a director of St. Mary, and two
other vice presidents of St. Mary own working interests and royalty interests in
many of St. Mary's properties, which were earned as part of the prior employer's
employee benefit programs. Those persons have no royalty participation in any
new St. Mary properties.

         Mr. Boone also owns 50% of Princeton Resources Ltd. and has a 33%
interest in Baron Oil Corporation, entities that manage the oil and gas working
and royalty interests which he acquired as a result of his prior employment.
Although Mr. Boone does not manage these corporations, he may participate in any
investment decisions made by them.

         As a result of these transactions and relationships, conflicts of
interest may exist between these persons and us. Although these persons owe
fiduciary duties to our stockholders and to us, we cannot assure you that
conflicts of interest will always be resolved in our favor.

                           Risks Related to the Notes

We could incur substantial additional debt, which could negatively impact our
financial condition, results of operations and business prospects and prevent us
from fulfilling our obligations under the notes.

         As of April 30, 2002, we had approximately $100 million in outstanding
indebtedness, which reflects the $100 million incurred in connection with the
issuance of the notes in March 2002. Our level of indebtedness could have
important consequences on our operations, including:

         o    making it more difficult for us to satisfy our obligations under
              the notes or other debt and, if we fail to comply with the
              requirements of any of our debt, possibly resulting in an event of
              default;

         o    requiring us to dedicate a substantial portion of our cash flow
              from operations to required payments on debt, thereby reducing the
              availability of cash flow for working capital, capital
              expenditures and other general business activities;

         o    limiting our ability to obtain additional financing in the future
              for working capital, capital expenditures and other general
              business activities;

         o    limiting our flexibility in planning for, or reacting to, changes
              in our business and the industry in which we operate;

         o    detracting from our ability to withstand successfully a downturn
              in our business or the economy generally; and

         o    placing us at a competitive disadvantage against other less
              leveraged competitors.

The occurrence of any one of these events could have a material adverse effect
on our business, financial condition, results of operations, prospects and
ability to satisfy our obligations under the notes.

         The indenture under which the notes have been issued does not limit our
ability to incur additional debt. We may therefore incur additional debt,
including secured indebtedness under our bank credit facility or otherwise, in
order to make future acquisitions or to develop our properties. A higher level
of indebtedness increases the risk that we may default on our debt obligations.
We cannot assure you that we will be able to generate sufficient cash flow to
pay the interest on our debt or that future working capital, borrowings or
equity financing will be available to pay or refinance such debt.

                                       13

         In addition, our bank borrowing base is subject to periodic
redeterminations. We could be forced to repay a portion of our bank borrowings
due to redeterminations of our borrowing base. We cannot assure you that we will
have sufficient funds to make such repayments. If we do not have sufficient
funds and are otherwise unable to negotiate renewals of our borrowing or arrange
new financing, we may have to sell significant assets. Any such sale could have
a material adverse effect on our business and financial results.

Our obligations to the banks under the bank credit facility are secured whereas
the notes are unsecured.

         Borrowings under our long-term revolving credit facility are secured by
a pledge of collateral in favor of the banks and guarantees by St. Mary's
subsidiaries. Such collateral consists primarily of security interests in the
oil and gas properties of St. Mary and its subsidiaries and in the capital stock
of St. Mary's subsidiaries. Accordingly, indebtedness to the banks under the
facility is secured and senior to the notes, which are unsecured.

We may not have sufficient cash to repurchase the notes upon a change in control
or at the option of the noteholders.

         Upon the occurrence of certain change in control events and on the
March 20, 2007, March 15, 2012 or March 15, 2017 repurchase dates, holders of
the notes may require us to repurchase all or any part of their notes. We may
not have sufficient funds at such time to make the required repurchases of the
notes. Additionally, certain events that would constitute a "change in control"
(as defined in the indenture) would constitute an event of default under our
credit facility that would, if it should occur, permit the lenders to accelerate
the debt outstanding under our credit facility and that, in turn, would cause an
event of default under the indenture.

         The source of funds for any required repurchase of the notes for cash
will be our available cash or cash generated from oil and gas operations or
other sources, including borrowings, sales of assets, sales of equity or funds
provided by a new controlling entity. We cannot assure you, however, that
sufficient funds would be available at such time to make any required cash
repurchases of the notes tendered and to make any required payments of debt
under our credit facility. Furthermore, using available cash to fund a required
repurchase may impair our ability to obtain additional financing in the future.
Any future credit agreements or other agreements relating to debt to which we
may become a party will most likely contain similar restrictions and provisions.

You should consider the negative United States federal income tax consequences
of owning the notes.

         We and each holder agree in the indenture, for United States federal
income tax purposes, to treat the notes as "contingent payment debt instruments"
subject to the Treasury regulations that govern contingent payment debt
instruments. As a result, a holder will be required to include amounts in
income, as original issue discount, in advance of cash such holder receives on a
note, and to accrue interest on a constant yield to maturity basis at a rate
comparable to the rate at which we would borrow in a noncontingent,
nonconvertible borrowing (10.00%), even though the notes will have a
significantly lower yield to maturity. Therefore, a holder will recognize
taxable income significantly in excess of cash received while the notes are
outstanding. In addition, a holder will recognize ordinary income upon a sale,
exchange, conversion or redemption of the notes at a gain. In computing such
gain, the amount realized by a holder will include, in the case of a conversion,
the amount of cash and the fair market value of shares of common stock received.
Holders are urged to consult their own tax advisors as to the United States
federal, state and other tax consequences of acquiring, owning and disposing of
the notes and shares of common stock issued upon conversion of the notes. See
"Certain United States Federal Income Tax Considerations."

An active trading market for the notes may not develop or be sustained, which
could limit their market price or your ability to sell them for their inherent
value.

         The notes are a new issue of securities for which there currently is no
active trading market. As a result, we cannot provide any assurances that an
active trading market for the notes will develop or be sustained or that you
will be able to sell your notes. The notes may trade at a discount from their
initial issuance price. Future trading prices of the notes will depend on many
factors, including prevailing interests rates, the market for similar
securities, general economic conditions and our financial condition, performance
and prospects. Historically, the market for convertible debt has been subject to
disruptions that have caused substantial fluctuations in the prices of the

                                       14

securities. Accordingly, you may be required to bear the financial risk of an
investment in the notes for an indefinite period of time.

         We do not intend to apply for listing or quotation of the notes. The
notes, however, are designated for trading in the PORTAL market. We have been
informed by the initial purchasers that they intend to make a market in the
notes. The initial purchasers are not obligated to do so, and they may cease
their market-making at any time without notice. In addition, this market-making
activity will be subject to the limitations imposed by the Securities Act of
1933 and the Securities Exchange Act of 1934 and may be limited during the
effectiveness of a registration statement relating to the notes.

The price of our common stock and therefore the price of our notes may fluctuate
significantly, which may result in losses for investors.

         We expect the price of our notes to fluctuate with the price of our
common stock. The market price of our common stock has been volatile. From
January 1, 2001 to May 17, 2002, the last sale price of our common stock
reported by the Nasdaq National Market ranged from a low of $14.79 per share to
a high of $34.63 per share. We expect our stock to continue to be subject to
fluctuations as a result of a variety of factors, including factors beyond our
control. These include:

         o    changes in oil and natural gas prices;

         o    variations in quarterly drilling, recompletions, acquisitions and
              operating results;

         o    changes in financial estimates by securities analysts;

         o    changes in market valuations of comparable companies;

         o    additions or departures of key personnel; and

         o    future sales of common stock.

         We may fail to meet expectations of our stockholders or of analysts at
some time in the future, and our stock price and the price of our notes could
decline as a result.

                        Risks Related to Our Common Stock

Our certificate of incorporation and bylaws have provisions that discourage
corporate takeovers and could prevent stockholders from realizing a premium on
their investment.

         Provisions of our certificate of incorporation and bylaws may have the
effect of delaying or preventing a change of control. Among other things, the
certificate of incorporation does not provide for cumulative voting in the
election of the board of directors and the bylaws impose procedural requirements
on stockholders who wish to make nominations for the election of directors or
propose other actions at stockholders' meetings. In addition, the board of
directors has approved an amendment to the certificate of incorporation, which
will be submitted to a vote of the stockholders at our annual meeting scheduled
for May 22, 2002, to authorize the issuance of up to a total of 5,000,000 shares
of preferred stock with such powers, preferences, rights and limitations as the
board of directors may designate from time to time. These provisions, alone or
in combination with each other and with the shareholder rights plan described
below, may discourage transactions involving actual or potential changes of
control, including transactions that otherwise could involve payment of a
premium over prevailing market prices to stockholders for their common stock.

         On July 15, 1999, our board of directors adopted a shareholder rights
plan. The plan is designed to enhance the board's ability to prevent an acquirer
from depriving stockholders of the long-term value of their investment and to
protect stockholders against attempts to acquire us by means of unfair or
abusive takeover tactics. If the board of directors decides in accordance with
its fiduciary obligations that the terms of a potential acquisition do not
reflect the long-term value of St. Mary, under the plan the board of directors
could allow the holder of each outstanding share of our common stock other than

                                       15

those held by the potential acquirer to purchase one additional share of our
common stock with a market value of twice the exercise price. This prospective
dilution to a potential acquirer would make the acquisition impracticable unless
the terms were improved to the satisfaction of the board of directors. However,
the existence of the plan may impede a takeover not supported by our board,
including a takeover that may be desired by a majority of our stockholders or
involving a premium over the prevailing stock price.

Our shares that are eligible for future sale may have an adverse effect on the
price of our common stock.

         At April 30, 2002, we had 27,818,631 shares of common stock
outstanding. Of the shares outstanding, approximately 26,942,193 shares were
freely tradeable without substantial restriction or the requirement of future
registration under the Securities Act. In addition, as of that date, options to
purchase 2,292,154 shares were outstanding, of which 1,370,372 were exercisable.
These options are exercisable at prices ranging from $9.25 to $33.3125 per
share. In connection with the issuance of the notes in March 2002, our executive
officers and directors entered into lock-up agreements under which they agreed
not to offer or sell any shares of our common stock or similar securities for a
period of 90 days from March 7, 2002 without the prior written consent of the
initial purchasers of the notes. The initial purchasers may at any time waive
the terms of these lock-up agreements. Sales of substantial amounts of common
stock, or a perception that such sales could occur, and the existence of options
or warrants to purchase shares of common stock at prices that may be below the
then current market price of the common stock could adversely affect the market
price of the common stock and could impair our ability to raise capital through
the sale of our equity securities.

Our Chairman of the Board and his extended family may be able to control us.

         Thomas E. Congdon, our Chairman of the Board, and members of his
extended family currently own approximately 18% of the outstanding shares of our
common stock. While no formal or informal arrangements exist, these family
members may be inclined to act in concert with Mr. Congdon on matters related to
control of St. Mary, including for example the election of directors or response
to an unsolicited bid to acquire St. Mary. Accordingly, Mr. Congdon and his
extended family may be able to control or influence matters presented to our
stockholders.

We may not always pay dividends on our common stock.

         Although we have paid cash dividends to stockholders every year since
1940 and we expect that our practice of paying dividends will continue, the
payment of future dividends remains in the discretion of the board of directors
and will continue to depend on our earnings, capital requirements, financial
condition and other factors. In addition, the payment of dividends is subject to
covenants in our bank credit facility, including the requirement that we
maintain certain levels of stockholders' equity. The board of directors may
determine in the future to reduce the current annual dividend rate of $0.10 per
share or discontinue altogether the payment of dividends.

                                 USE OF PROCEEDS

         We will not receive any of the proceeds from the sale of the notes and
the underlying common stock offered by the selling securityholders under this
prospectus. We will pay the costs for the registration of those securities,
which we estimate to be approximately $60,000.

                                 DIVIDEND POLICY

         St. Mary has paid cash dividends to stockholders every year since 1940.
Annual dividends of $0.10 per share were paid in each of the years 1998 through
2001. We expect that our practice of paying dividends on our common stock will
continue, although the payment of future dividends will continue to depend on
our earnings, capital requirements, financial condition and other factors. In
addition, the payment of dividends is subject to covenants in our bank credit
facility, including the requirement that we maintain certain levels of
stockholders' equity. Dividends are currently paid on a semi-annual basis.
Dividends paid totaled $2,795,000 in 2001 and $2,775,000 in 2000.

                                       16

                  SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA

         The following tables set forth summary consolidated financial and other
data for St. Mary as of the dates and for the periods indicated. The financial
data presented for each of the three years ended December 31, 2001 was derived
from our audited consolidated financial statements. The financial data presented
for the three month periods ended March 31, 2002 and 2001 was derived from our
unaudited consolidated financial statements and in the opinion of management
include all adjustments, consisting of normal recurring accruals, necessary to
present fairly the data for such periods. You should read the following
information in conjunction with the historical consolidated financial statements
and the notes thereto incorporated by reference in this prospectus. See "Where
You Can Find More Information." All share and per share amounts reflect the
two-for-one stock split effected in the form of a stock dividend distributed in
September 2000.

                                       17







                                               Three Months Ended
                                                   March 31,                     Years Ended December 31,
                                           -------------------------    --------------------------------------
                                               2002         2001            2001         2000         1999
                                           ------------ ------------    ------------ ------------ ------------
                                                 (unaudited)
                                                           (In thousands, except per share data)
  Statement of Operations Data:
  Operating revenues:
    Oil and gas production.................     $41,093      $67,915        $203,973     $188,407      $73,387
    Other..................................       1,680          432           3,496        7,259        1,527
                                                -------      -------         -------      -------      -------
  Total operating revenues.................      42,773       68,347         207,469      195,666       74,914
                                                -------      -------         -------      -------      -------
  Operating expenses:
    Oil and gas production.................      14,030       12,057          55,000       38,461       19,574
    Depletion, depreciation &amp;
       amortization........................      13,054       11,288          51,346       40,129       22,574
    Exploration............................       6,916        8,362          19,518        9,633       11,593
    Impairment of proved properties........           -          171             820        4,449        3,982
    Abandonment and impairment of
       unproved properties.................         697          466           3,865        1,841        6,616
    General and administrative.............       3,141        4,021          11,762       11,166        9,172
    Unrealized derivative loss.............         352            -           1,573            -            -
    Other..................................         801          261           1,673        1,437        1,802
                                                -------      -------         -------      -------      -------
  Total operating expenses.................      38,991       36,626         145,557      107,116       75,313
                                                -------      -------         -------      -------      -------
  Income (loss) from operations............       3,782       31,721          61,912       88,550         (399)
    Non-operating (expense) income.........        (342)(1)      153             376(1)       737           75
    Income tax (expense) benefit...........      (1,122)     (11,481)        (21,829)     (33,667)         406
                                                -------      -------         -------      -------      -------
  Net income (loss)........................     $ 2,318(2)   $20,393         $40,459(2)   $55,620      $    82
                                                =======      =======         =======      =======      =======
  Basic net income (loss) per share........     $  0.08(3)   $  0.72         $  1.45(3)   $  2.00      $     -
                                                =======      =======         =======      =======      =======
  Diluted net income (loss) per share......     $ 0.08(3)    $  0.71         $  1.42(3)   $  1.97      $     -
                                                =======      =======         =======      =======      =======
  Cash dividends per share.................     $     -      $     -         $  0.10      $  0.10      $  0.10
  Basic weighted average common
    shares outstanding.....................      27,786       28,236          27,973       27,781       22,198
  Diluted weighted average common
    shares outstanding.....................      28,294       28,932          28,555       28,271       22,329

  Statement of Cash Flows Data:
  Net cash provided by (used  in):
    Operating activities...................     $41,792      $48,580        $127,492     $ 92,267      $40,755
    Investing activities...................     (35,902)     (30,035)       (159,075)    (112,868)     (22,243)
    Financing activities...................      53,185      (22,382)          29,080      13,025      (12,138)

  Other Financial Data:
    Capital and exploration
       expenditures(4).....................     $35,520      $42,455        $182,863     $125,184      $91,184
    EBITDA(5)..............................      16,836       43,009         113,258      128,679       22,175
    Cash flow(6)...........................      19,848       44,457         129,123      119,876       37,199

                                                   As of
                                              March 31, 2002
                                              --------------
                                               (unaudited)
                                              (In thousands)
  Balance Sheet Data:
  Cash and cash equivalents......................$ 63,191
  Working capital..................................76,600
  Total assets....................................496,731
  Total long-term debt............................119,530
  Total stockholders' equity......................289,006

                                       18

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

(1) Interest expense included in non-operating (expense) income for the three
    months ended March 31, 2002 and the year ended December 31, 2001 was
    $452,000 and $90,000, respectively. Our unaudited pro forma interest expense
    for those periods, which gives effect to the issuance in March 2002 of $100
    million total principal amount of our 5.75% senior convertible notes due
    2022, the use of proceeds from the issuance of the notes to repay
    outstanding debt under our revolving credit facility, and the five-year
    fixed rate-to-floating rate interest swap entered into with respect to $50
    million of the notes, would be $965,000 and $3,081,000, respectively. The
    floating interest rate under the swap for each applicable six-month period
    will be the London interbank offered rate plus 0.38%. For the initial
    six-month calculation period this rate is 2.69%.

(2) Our unaudited pro forma net income, which gives effect to the transactions
    discussed in footnote (1) above, would be $1,973,000 for the three months
    ended March 31, 2002 and $38,433,000 for the year ended December 31, 2001.

(3) Our unaudited pro forma basic and diluted net income per share, which gives
    effect to the transactions discussed in footnote (1) above, would be $0.07
    and $0.07 for the three months ended March 31, 2002 and $1.37 and $1.35 for
    the year ended December 31, 2001.

(4) Capital and exploration expenditures includes all cash and noncash
    expenditures.

(5) EBITDA is defined as earnings before interest income and expense, income
    taxes, depreciation, depletion and amortization. EBITDA is a financial
    measure commonly used for our industry and provides additional information
    as to our ability to meet fixed charges. EBITDA should not be considered in
    isolation or as a substitute for net income, cash flow provided by operating
    activities or other income or cash flow data prepared in accordance with
    generally accepted accounting principles or as a measure of a company's
    profitability or liquidity. Because EBITDA excludes some, but not all, items
    that affect net income and may vary among companies, the EBITDA presented
    above may not be comparable to similarly titled measures of other companies.

(6) Cash flow represents cash flow from operating activities prior to changes in
    operating assets and liabilities.


                 Ratio of Earnings to Fixed Charges (unaudited)

         The following table shows our unaudited ratio of earnings to fixed
charges for the periods shown. The ratio of earnings to fixed charges has been
computed by dividing earnings available for fixed charges (earnings from
continuing operations before income taxes) by fixed charges (interest expense
plus capitalized interest). Interest expense includes the portion of operating
rental expense that we believe is representative of the interest component of
rental expense.

             Three Months Ended
                  March 31,                       Years Ended December 31,
             ------------------            ------------------------------------
             2002          2001            2001    2000    1999    1998    1997
             ----          ----            ----    ----    ----    ----    ----
             6.4          127.4             69.4   86.1     0.6    (6.7)   27.6

         Earnings in 1999 and 1998 were inadequate to cover fixed charges, with
a deficiency of $0.6 million and $14.3 million, respectively. Our unaudited pro
forma ratio of earnings to fixed charges, which gives effect to our use of
proceeds from the issuance in March 2002 of $100 million total principal amount
of our 5.75% Senior Convertible Notes due 2022 to repay outstanding debt under
our revolving credit facility and a fixed-to-floating interest rate hedge
entered into with respect to $50 million of the notes, would be 3.5 for the
three months ended March 31, 2002 and 13.8 for the year ended December 31, 2001.
The floating interest rate under the swap for each applicable six-month period
will be the London interbank offered rate plus 0.38%. For the initial six-month
calculation period this rate is 2.69%.

                                       19

                             Summary Operating Data

         The following table summarizes the average volumes of oil and gas
produced from properties in which St. Mary held an interest during the periods
indicated:

                                       20


                                                       Three Months
                                                      Ended March 31,                     Years Ended December 31,
                                                -------------------------    ---------------------------------------
                                                    2002         2001            2001         2000          1999
                                                ------------ ------------    ------------ ------------  ------------
Operating Data:
  Net production:
     Oil (MBbls)................................         705          608           2,434        2,398         1,383
     Gas (MMcf).................................       9,555        9,609          39,491       38,346        22,805
     MMCFE......................................      13,785       13,257           4,093       52,731        31,103
  Average net daily production:
     Oil (Bbls).................................       7,833        6,759           6,667        6,551         3,790
     Gas (Mcf)..................................     106,170      106,770         108,195      104,769        62,478
     MCFE.......................................     153,165      147,326         148,199      144,075        85,216
  Average sales price(1):
     Oil (per Bbl)..............................   $   23.37    $   25.54       $   23.29    $   23.53     $   16.56
     Gas (per Mcf)..............................   $    2.58    $    5.45       $    3.73    $    3.44     $    2.21
  Additional per MCFE data:
     Lease operating expense....................   $    0.76    $    0.56       $    0.75    $    0.48     $    0.44
     Transportation costs.......................   $    0.06    $    0.05       $    0.04    $    0.04     $    0.03
     Production taxes...........................   $    0.20    $    0.30       $    0.23    $    0.21     $    0.16
     General and administrative.................   $    0.23    $    0.30       $    0.22    $    0.21     $    0.29
     Depreciation, depletion and amortization...   $    0.95    $    0.85       $    0.95    $    0.76     $    0.73

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

(1) Includes the effects of our hedging activities.

                              Summary Reserve Data

         The following table sets forth summary information with respect to the
estimates of our proved oil and gas reserves for each of the years in the
three-year period ended December 31, 2001, as prepared by both Ryder Scott
Company, independent petroleum engineers, and us. For the periods presented,
Ryder Scott Company evaluated properties representing approximately 80% of our
total PV-10 value while we evaluated the remainder. The PV-10 values shown in
the following table are not intended to represent the current market value of
the estimated proved oil and gas reserves owned by St. Mary. Neither prices nor
costs have been escalated, but PV-10 values do include the effects of hedging
contracts. You should read the following table along with the section entitled
"Risk Factors -- Risks Related to Our Business -- Information concerning our
reserves and future net revenue estimates is uncertain."

                                                                       As of December 31,
                                                         -------------------------------------------
                                                              2001            2000            1999
                                                         -------------   ------------   ------------
              Estimated Proved Reserves Data:
              Oil (MBbls)............................           23,669         20,950         18,900
              Gas (MMcf).............................          241,231        225,975        207,642
              MMCFE..................................          383,247        351,673        321,042
              PV-10 value (in thousands)(1)..........        $ 363,795    $ 1,153,663      $ 351,016
              Proved Developed Reserves..............               86%            87%            84%
              Production Replacement.................              166%           168%           541%
              Reserve Life (years)(2)................              7.1            6.7           10.3

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

(1) PV-10 value as of December 31, 2001 was calculated using prices in effect at
    December 31, 2001 of $19.84 per barrel of oil (NYMEX) and $2.65 per MMBtu of
    gas (Gulf Coast spot price). Both of these prices were then adjusted for
    transportation and basis differentials and hedging. These prices were 26%
    and 72% lower, respectively, than prices used to calculate PV-10 value as of
    December 31, 2000.

                                       21

(2) Reserve life represents the estimated proved reserves at the dates indicated
    divided by actual production for the preceding 12-month period. The value as
    of December 31, 1999 reflects the acquisition of King Ranch Energy in
    December 1999.

                         DESCRIPTION OF CREDIT FACILITY

         We have a long-term revolving credit facility with a bank group
consisting of Bank of America, Comerica Bank-Texas and Wells Fargo Bank West.
Under the facility, the maximum loan amount is $200 million. The amount actually
available from time to time depends on a borrowing base that the lenders
periodically redetermine based on the value of our oil and gas properties and
other assets. The stated total possible borrowing base was $160 million at April
30, 2002. However, since we pay commitment fees based on the unused portion of
the borrowing base we have limited the borrowing base which we have accepted to
correspond with our actual funding requirements. The accepted borrowing base was
$40 million at April 30, 2002. The facility has a maturity date of December 31,
2006 and includes a revolving period that matures on June 30, 2003, at which
time all outstanding borrowings convert to a term loan payable in quarterly
installments through the facility maturity date. We must comply with certain
covenants including maintenance of stockholders' equity at a specified level and
restrictions on additional indebtedness, sales of oil and gas properties,
activities outside our ordinary course of business and certain merger
transactions.

         As of March 31, 2002, $20 million was outstanding under this credit
agreement. Outstanding balances accrue interest at rates determined by our debt
to total capitalization ratio. In connection with the issuance of the notes in
March 2002, the credit facility was amended to provide that, during the
revolving period of the loan, loan balances will accrue interest at our option
of either (1) the higher of the federal funds rate plus 1/2% or the prime rate,
plus an additional 1/4% when our debt to total capitalization ratio is greater
than 50%, or (2) the London interbank offered rate plus (a) 1% when our debt to
total capitalization ratio is less than 30%, (b) 1 1/4% when our debt to
capitalization ratio is greater than or equal to 30% but less than 40%, (c) 1
3/8% when our debt to capitalization ratio is greater than or equal to 40% but
less than 50%, or (d) 1 5/8% when our debt to capitalization ratio is greater
than 50%. Our debt to total capitalization ratio as defined under the credit
agreement was 29.3% as of March 31, 2002. The weighted average interest rate
paid for 2001 and the first quarter of 2002, including commitment fees paid on
the unused portion of the borrowing base, was 5.9% and 3.4%, respectively.

         We used a portion of the net proceeds from the issuance of notes in
March 2002 to repay the $50 million in outstanding borrowings under the credit
facility at that time. Amounts repaid under the revolving loan provision of the
credit facility are available for reborrowing, subject to borrowing base
limitations, until June 30, 2003.

         Borrowings under the facility are secured by a pledge of collateral in
favor of the banks and guarantees by St. Mary's subsidiaries. Such collateral
consists primarily of security interests in the oil and gas properties of St.
Mary and its subsidiaries and in the capital stock of St. Mary's subsidiaries.
Accordingly, indebtedness to the banks under the facility is secured and senior
to the notes, which are unsecured.

                              DESCRIPTION OF NOTES

         We issued the notes under an indenture dated as of March 13, 2002
between us and Wells Fargo Bank West, N.A., as trustee. The following section
summarizes some, but not all, provisions of the indenture and the registration
rights agreement dated as of March 13, 2002 between us and Bear, Stearns &amp;
Co. Inc., Banc of America Securities LLC, RBC Dain Rauscher Inc., A.G. Edwards
&amp; Sons, Inc., McDonald Investments Inc. and Comerica Securities, Inc. We
urge you to read the indenture and the registration rights agreement in their
entirety because they, and not this description, define your rights as a holder
of the notes. Copies of the forms of indenture and registration rights agreement
are available to you upon request. In this section of the prospectus entitled
"Description of Notes," when we refer to "St. Mary," "we," "our," or "us," we
are referring to St. Mary Land &amp; Exploration Company and not any of its
current or future subsidiaries.

                                       22

Brief Description of the Notes

         The notes:

         o    are limited to $100 million principal amount;

         o    bear interest at a rate of 5.75% per year;

         o    will bear contingent interest in the circumstances described under
              "--Contingent Interest";

         o    are general unsecured obligations, ranking on a parity in right of
              payment with all our existing and future senior indebtedness and
              other general unsecured obligations, and senior in right of
              payment with all our future subordinated indebtedness;

         o    are convertible into our common stock at a conversion price of
              $26.00 per share, subject to adjustment as described below under
              "-- Conversion of Notes";

         o    are redeemable at our option in whole or in part beginning on
              March 20, 2007, at a repurchase price of 100% of their principal
              amount plus accrued and unpaid interest (including contingent
              interest) payable in cash;

         o    are subject to repurchase by us at your option if a change in
              control occurs;

         o    are subject to repurchase by us at your option on March 20, 2007,
              March 15, 2012 and March 15, 2017, for a repurchase price of 100%
              of the principal amount of the notes plus accrued and unpaid
              interest (including contingent interest), which we may pay:

              o   on March 20, 2007, in cash, in shares of our common stock, or
                  in any combination of cash and shares of our common stock
                  valued at a discount to the market price at the time of
                  purchase; and

              o   on March 15, 2012 and March 15, 2017, in cash only; and

         o    are due on March 15, 2022, unless earlier converted, redeemed by
              us at our option or repurchased by us at your option.

         We are not restricted from paying dividends, incurring debt, or issuing
or repurchasing our securities under the indenture. In addition, there are no
financial covenants in the indenture. You are not protected under the indenture
in the event of a highly leveraged transaction or a change in control of St.
Mary, except to the extent described under "-- Repurchase of Notes at Your
Option Upon a Change in Control."

         Under the indenture, we agree, and by purchasing a beneficial interest
in the notes each holder of the notes is deemed to have agreed, among other
things, for United States federal income tax purposes, to treat the notes as
indebtedness that is subject to the regulations governing contingent payment
debt instruments, and, for purposes of those regulations, to treat the fair
market value of any stock received upon any conversion of the notes as a
contingent payment, and the discussion herein assumes that such treatment is
correct. However, the characterization of instruments such as the notes and the
application of such regulations is uncertain in several respects. See "Certain
United States Federal Income Tax Considerations -- Classification of the Notes."

         We will maintain an office in New York City where the notes may be
presented for registration, transfer, exchange or conversion. This office is
currently the office of the trustee.

Interest

         The notes bear interest from March 13, 2002 at the annual rate of
5.75%. We will also pay contingent interest on the notes in the circumstances
described below under "-- Contingent Interest." We will pay interest on the
notes on March 15 and September 15 of each year, beginning September 15, 2002,
subject to limited exceptions if the notes are redeemed, repurchased or

                                       23

converted prior to the interest payment date. The record dates for the payment
of interest will be March 1 and September 1. Interest will be computed on the
basis of a 360-day year comprised of twelve 30-day months.

         We will pay interest (including contingent interest) in cash on:

         o    the global notes to Depository Trust Company, or DTC, by wire
              transfer of immediately available funds;

         o    any certificated notes having an aggregate principal amount of
              $2,000,000 or less either by check mailed to the holders of these
              notes or by wire transfer of immediately available funds; and

         o    any certificated notes having an aggregate principal amount of
              more than $2,000,000 by wire transfer of immediately available
              funds at the election of the holders of these notes.

         References to interest include any additional interest payable under
the circumstances described below under "-- Registration Rights."

Contingent Interest

         In addition to the interest described above under "-- Interest," we
will pay contingent interest, subject to the accrual and record date provisions
described above, to the holders of notes during any six-month period from March
15 to September 14 and from September 15 to March 14, as appropriate, commencing
with the six-month period beginning September 15, 2002, if the average trading
price, as described below, of the notes for the five trading days ending on the
second trading day immediately preceding the beginning of the relevant six-month
period equals 120% or more of the principal amount of the notes.

         The "trading price" of the notes on any date of determination means the
average of the secondary market bid quotations per notes obtained by us for
$10,000,000 principal amount of the notes at approximately 3:30 p.m., New York
City time, on such determination date from three independent nationally
recognized securities dealers we select, provided that if at least three such
bids cannot reasonably be obtained by us, but two such bids are obtained, then
the average of the two bids shall be used, and if only one such bid can
reasonably be obtained by us, this one bid shall be used. If we cannot
reasonably obtain at least one bid for $10,000,000 principal amount of the notes
from a nationally recognized securities dealer or if, in our reasonable
judgment, the bid quotations are not indicative of the secondary market value of
the notes, then the trading price of the notes will equal (a) the
then-applicable conversion rate of the notes multiplied by (b) the sale price of
our common stock on such determination date.

         The annual rate of contingent interest payable in respect of any
six-month period will equal the greater of (i) cash dividends, if any, paid by
us per share of our common stock during that period multiplied by the applicable
conversion rate and expressed as a percentage of the par value of the notes; or
(ii) a per annum rate equal to 5.0% of our estimated per annum borrowing rate
for senior non-convertible fixed-rate indebtedness with a maturity date
comparable to the notes, but in no event may the rate of contingent interest
exceed a per annum rate of 0.50%, in each case based on the outstanding
principal amount of the notes. Contingent interest will be computed on the basis
of a 360-day year comprised of twelve 30-day months.

         Upon determination that holders of notes will be entitled to receive
contingent interest during any relevant six-month period, on or prior to the
start of the relevant six-month period, we will issue a press release and
publish information with respect to any contingent interest on our website.

         We will pay contingent interest, if any, in the same manner as we will
pay interest described above under "-- Interest," and your obligations in
respect of the payment of contingent interest in connection with the conversion
of any notes will also be the same as described below under "-- Conversion of
Notes."

                                       24

Conversion of Notes

General Conversion Rights

         You have the right, at your option, to convert your notes into shares
of our common stock at any time prior to maturity, unless previously redeemed or
purchased, at the conversion price of $26.00 per share, subject to the
adjustments described below under the caption "-- Adjustments to the Conversion
Price." You may convert the notes in denominations of $1,000 and multiples of
$1,000.

Conversion Procedures

         Except as described below, we will not make any payment or other
adjustment for accrued and unpaid interest (including contingent interest) on
the notes or dividends on any common stock issued upon conversion of the notes.
If you submit your notes for conversion between a record date for an interest
payment and the opening of business on the next interest payment date (except
for notes or portions of notes called for redemption on a redemption date
occurring during the period from the close of business on a record date and
ending on the opening of business on the first business day after the next
interest payment date, or if this interest payment date is not a business day,
the second business day after the interest payment date), you must pay funds
equal to the interest payable on the principal amount to be converted.

         We will not issue fractional shares of common stock upon conversion of
notes. Instead, we will pay a cash amount based upon the closing market price of
the common stock on the last trading day prior to the date of conversion. If the
notes are called for redemption or are subject to repurchase following a change
in control or on specific dates, your conversion rights on the notes called for
redemption or so subject to repurchase will expire at the close of business on
the second business day before the redemption date or repurchase date, as the
case may be, unless we default in the payment of the redemption price or
repurchase price. If you have submitted your notes for repurchase upon a change
in control or on specific dates, you may only convert your notes if you withdraw
your election in accordance with the indenture.

Adjustments to the Conversion Price

         The conversion price will be adjusted upon the occurrence of:

              (1) the issuance of shares of our common stock as a dividend or
                  distribution on our common stock;

              (2) the subdivision or combination of our outstanding common
                  stock;

              (3) the issuance to all or substantially all holders of our common
         stock of rights or warrants entitling them for a period of not more
         than 60 days to subscribe for or purchase our common stock, or
         securities convertible into our common stock, at a price per share or a
         conversion price per share less than the then current market price per
         share, provided that the conversion price will be readjusted to the
         extent that such rights or warrants are not exercised prior to the
         expiration;

              (4) the distribution to all or substantially all holders of our
         common stock of shares of our capital stock, evidences of indebtedness
         or other non-cash assets or rights or warrants, excluding (x)
         dividends, distributions and rights or warrants referred to in clause
         (1) or (3) above and (y) dividends or distributions exclusively in cash
         referred to in clause (5) below;

              (5) the distribution to all or substantially all holders of our
         common stock of all-cash distributions in an aggregate amount that
         together with (x) any cash and the fair market value of any other
         consideration payable in respect of any tender offer by us or any of
         our subsidiaries for our common stock consummated within the preceding
         12 months not triggering a conversion price adjustment and (y) all
         other all-cash distributions to all or substantially all holders of our
         common stock made within the preceding 12 months not triggering a
         conversion price adjustment exceeds an amount equal to 10% of our
         market capitalization on the business day immediately preceding the day
         on which we declare such distribution; and

                                       25

              (6) the purchase of our common stock pursuant to a tender offer
         made by us or any of our subsidiaries to the extent that the same
         involves aggregate consideration that together with (x) any cash and
         the fair market value of any other consideration payable in respect of
         any tender offer by us or any of our subsidiaries for our common stock
         consummated within the preceding 12 months not triggering a conversion
         price adjustment and (y) all-cash distributions to all or substantially
         all holders of our common stock made within the preceding 12 months not
         triggering a conversion price adjustment, exceeds an amount equal to
         10% of our market capitalization on the expiration date of such tender
         offer.

         In the event of:

         o    any reclassification of our common stock, or

         o    a consolidation, merger or combination involving St. Mary, or

         o    a sale or conveyance to another person of the property and assets
              of St. Mary as an entirety or substantially as an entirety,

in which holders of our outstanding common stock would be entitled to receive
stock, other securities, other property, assets or cash for their common stock,
holders of notes will generally be entitled to convert their notes into the same
type of consideration received by common stock holders immediately prior to one
of these types of events.

         You may, in some circumstances, be deemed to have received a
distribution or dividend subject to United States federal income tax as a result
of an adjustment or the nonoccurrence of an adjustment to the conversion price.

         We are permitted to reduce the conversion price of the notes by any
amount for a period of at least 20 days if our board of directors determines
that such reduction would be in the best interest of St. Mary. We are required
to give at least 15 days' prior notice of any reduction in the conversion price.
Any conversions prior to the effective time of any reduction by us of the
conversion price will remain at the unreduced conversion price. We may also
reduce the conversion price to avoid or diminish income tax to holders of our
common stock in connection with a dividend or distribution of stock or similar
event.

         No adjustment in the conversion price will be required unless it would
result in a change in the conversion price of at least one percent. Any
adjustment not made will be taken into account in subsequent adjustments. Except
as stated above, we will not adjust the conversion price for the issuance of our
common stock or any securities convertible into or exchangeable for our common
stock or the right to purchase our common stock or such convertible or
exchangeable securities.

Optional Redemption by St. Mary

         We may redeem the notes in whole or from time to time in part on or
after March 20, 2007, on at least 20 days', and no more than 60 days', notice at
a redemption price equal to 100% of their principal amount, plus accrued and
unpaid interest (including contingent interest) to, but excluding, the
redemption date. If the redemption date is an interest payment date, interest
will be paid to the record holder on the relevant record date.

         If fewer than all of the notes are to be redeemed, the trustee will
select the notes to be redeemed on a pro rata basis. If any note is to be
redeemed in part only, a new note in principal amount equal to the unredeemed
principal portion will be issued. If a portion of your notes is selected for
partial redemption and you convert a portion of your notes, the converted
portion will be deemed to be of the portion selected for redemption.

         No sinking fund is provided for the notes.

Repurchase of Notes at Your Option Upon a Change in Control

         In the event of a change in control, you will have the right to require
us to repurchase all or any part of your notes after the occurrence of a change
in control at a repurchase price equal to 100% of their principal amount plus

                                       26

accrued and unpaid interest (including contingent interest) up to, but
excluding, the repurchase date payable in cash. Notes submitted for repurchase
must be in $1,000 or multiples of $1,000 principal amount.

         We shall mail to the trustee and to each holder a written notice of the
change in control within 10 business days after the occurrence of a change in
control. This notice shall state among other things:

         o    the terms and conditions of the change in control;

         o    the change in control repurchase date;

         o    the procedures required for exercise of the change in control
              repurchase feature; and

         o    the holder's right to require St. Mary to repurchase the notes.

         You must deliver written notice of your exercise of this repurchase
right to a paying agent at any time prior to the close of business on the
business day prior to the change in control repurchase date. The written notice
must specify the notes for which the repurchase right is being exercised. If you
wish to withdraw this election, you must provide a written notice of withdrawal
to the paying agent at any time prior to the close of business on the business
day prior to the change in control repurchase date.

         A change in control will be deemed to have occurred if any of the
following occurs:

         o    as a result of any transaction or series of transactions any
              "person" or "group" becomes the "beneficial owner," directly or
              indirectly, of shares of voting stock of St. Mary representing 50%
              or more of the total voting power of all outstanding classes of
              voting stock of St. Mary or has the power, directly or indirectly,
              to elect a majority of the members of the board of directors of
              St. Mary;

         o    St. Mary consolidates with, or merges with or into, another person
              or St. Mary sells, assigns, conveys, transfers, leases or
              otherwise disposes of all or substantially all of the assets of
              St. Mary, or any person consolidates with, or merges with or into,
              St. Mary, in any such event other than pursuant to a transaction
              in which the persons that "beneficially owned," directly or
              indirectly, shares of voting stock of St. Mary immediately prior
              to such transaction "beneficially own," directly or indirectly,
              shares of voting stock of St. Mary, representing at least a
              majority of the total voting power of all outstanding classes of
              voting stock of the surviving or transferee person; or

         o    a liquidation or dissolution of St. Mary.

         However, a change in control will not be deemed to have occurred if the
last sale price of our common stock for any five trading days within (x) the
period of ten consecutive trading days immediately after the later of the change
in control or the public announcement of the change in control, in the case of a
change in control resulting solely from a change in control under the first
bullet point above, or (y) the period of ten consecutive trading days
immediately preceding the change in control, in the case of a change in control
under the second and third bullet points above, is at least equal to 105% of the
conversion price in effect on such day. For purposes of this change in control
definition:

         o    "person" or "group" have the meanings given to them for purposes
              of Sections 13(d) and 14(d) of the Exchange Act or any successor
              provisions, and the term "group" includes any group acting for the
              purpose of acquiring, holding or disposing of securities within
              the meaning of Rule 13d-5(b)(1) under the Exchange Act, or any
              successor provision;

         o    a "beneficial owner" will be determined in accordance with Rule
              13d-3 under the Exchange Act, as in effect on the date of the
              indenture, except that the number of shares of voting stock of St.
              Mary will be deemed to include, in addition to all outstanding
              shares of voting stock of St. Mary and unissued shares deemed to
              be held by the "person" or "group" or other person with respect to
              which the change in control determination is being made, all
              unissued shares deemed to be held by all other persons;

                                       27

         o    "beneficially owned" has a meaning correlative to that of
              beneficial owner;

         o    "unissued shares" means shares of voting stock not outstanding
              that are subject to options, warrants, rights to purchase or
              conversion privileges exercisable within 60 days of the date of
              determination of a change in control; and

         o    "voting stock" means any class or classes of capital stock
              pursuant to which the holders of capital stock under ordinary
              circumstances have the power to vote in the election of the board
              of directors, managers or trustees of any person or other persons
              performing similar functions irrespective of whether or not, at
              the time, capital stock of any other class or classes shall have,
              or might have, voting power by reason of the happening of any
              contingency.

         The term "all or substantially all" as used in the definition of change
in control will likely be interpreted under applicable state law and will be
dependent upon particular facts and circumstances. There may be a degree of
uncertainty in interpreting this phrase. As a result, we cannot assure you how a
court would interpret this phrase under applicable law if you elect to exercise
your rights following the occurrence of a transaction which you believe
constitutes a transfer of "all or substantially all" of our assets.

         We will under the indenture:

         o    comply with the provisions of Rule 13e-4 and Rule 14e-1, if
              applicable, under the Exchange Act;

         o    file a Schedule TO or any successor or similar schedule if
              required under the Exchange Act; and

         o    otherwise comply with all federal and state securities laws in
              connection with any requirement by us to repurchase the notes upon
              a change in control.

         This change in control repurchase feature may make more difficult or
discourage a takeover of St. Mary and the removal of incumbent management.
However, we are not aware of any specific effort to accumulate shares of our
common stock or to obtain control of us by means of a merger, tender offer,
solicitation or otherwise. In addition, the change in control repurchase feature
is not part of a plan by management to adopt a series of anti-takeover
provisions. Instead, the change in control repurchase feature is a result of
negotiations between us and the initial purchasers.

         We could, in the future, enter into certain transactions, including
recapitalizations, that would not constitute a change in control but would
increase the amount of debt outstanding or otherwise adversely affect a holder.
Neither we nor our subsidiaries are prohibited from incurring debt under the
indenture. The incurrence of significant amounts of additional debt could
adversely affect our ability to service our debt, including the notes.

         If a change in control were to occur, we may not have sufficient funds
to pay the change in control repurchase price for the notes tendered by holders.
In addition, we may in the future incur debt that has similar change in control
provisions that permit holders of this debt to accelerate or require us to
repurchase this debt upon the occurrence of events similar to a change in
control. Our failure to repurchase the notes upon a change in control will
result in an event of default under the indenture.

Repurchase of Notes at Your Option on Specific Dates

         You will have the right to require us to repurchase the notes on March
20, 2007, March 15, 2012 and March 15, 2017. We will be required to repurchase
any outstanding note for which you deliver a written repurchase notice to the
paying agent. This notice must be delivered during the period beginning at any
time from the opening of business on the date that is 20 business days prior to
the repurchase date until the close of business on the repurchase date. If the
repurchase notice is given and withdrawn during the period, we will not be
obligated to repurchase the related notes. Our repurchase obligation will be
subject to certain additional conditions. Also, our ability to satisfy our
repurchase obligations may be affected by the factors described in "Risk
Factors" under the caption "We may not have sufficient cash to repurchase the
notes upon a change in control or at the option of the noteholders."

                                       28

         The repurchase price payable will be equal to 100% of the principal
amount plus accrued and unpaid interest (including contingent interest) through
the repurchase date.

         On March 15, 2012 and March 15, 2017, we must pay the repurchase price
in cash.

         On March 20, 2007, we may, at our option, elect to pay the repurchase
price in cash, in shares of our common stock valued at a discount to the market
price at the time of repurchase, or in any combination thereof. For a discussion
of the tax treatment of a holder receiving cash, shares of common stock or any
combination thereof, see "Certain United States Federal Income Tax
Considerations -- Sale, Exchange, Conversion or Redemption."

         We will be required to give notice on a date not less than 20 business
days prior to each repurchase date to all holders by issuing a press release for
publication on the PR Newswire or an equivalent newswire service, and with a
prompt notice by mail to the holders at their addresses shown in the register of
the registrar, and to beneficial owners as required by applicable law, stating
among other things:

         o    whether we will pay the repurchase price of the notes in cash, in
              shares of our common stock, or in any combination thereof,
              specifying the percentages of each;

         o    if we elect to pay in shares of our common stock, the method of
              calculating the market price of the common stock; and

         o    the procedures that holders must follow to require us to repurchase
              their notes.

         Your notice electing to require us to repurchase your notes must state:

         o    if certificated notes have been issued, the note certificate
              numbers, or if not certificated, your notice must comply with
              appropriate DTC procedures;

         o    the portion of the principal amount at maturity of notes to be
              repurchased, in multiples of $1,000;

         o    that the notes are to be repurchased by us pursuant to the
              applicable provisions of the indenture; and

         o    in the event we elect, pursuant to the notice that we are required
              to give, to pay the repurchase price in shares of common stock, in
              whole or in part, but the repurchase price is ultimately to be
              paid to the holder entirely in cash because any of the conditions
              to payment of the repurchase price or portion of the repurchase
              price in shares of common stock is not satisfied prior to the
              close of business on the repurchase date, as described below,
              whether the holder elects (x) to withdraw the repurchase notice as
              to some or all of the notes to which it relates, or (y) to receive
              cash in respect of the entire repurchase price for all notes or
              portions of notes subject to such repurchase notice.

         If the holder fails to indicate the holder's choice with respect to the
election described in the final bullet point above, the holder will be deemed to
have elected to receive cash in respect of the entire repurchase price for all
notes subject to the repurchase notice in these circumstances. For a discussion
of the tax treatment of a holder receiving cash instead of shares of common
stock, see "Certain United States Federal Income Tax Considerations -- Sale,
Exchange, Conversion or Redemption."

         You may withdraw any repurchase notice by a written notice of
withdrawal delivered to the paying agent prior to the close of business on the
repurchase date. The notice of withdrawal must state:

         o    the principal amount at maturity of the withdrawn notes;

         o    if certificated notes have been issued, the certificate numbers of
              the withdrawn notes, or, if not certificated, your notice must
              comply with appropriate DTC procedures; and

         o    the principal amount at maturity, if any, which remains subject to
              the repurchase notice.

                                       29

         If we elect to pay the repurchase price, in whole or in part, in shares
of common stock, the number of shares to be delivered by us will be equal to the
portion of the repurchase price to be paid in common stock divided by (i) 95% of
the market price of one share of common stock as determined by us in our
repurchase notice if we elect to pay 33% or less of the repurchase price in
shares of our common stock or (ii) 93% of the market price of one share of
common stock as determined by us in our repurchase notice if we elect to pay
more than 33% of the repurchase price in shares of our common stock. We will pay
cash based on the market price for all fractional shares in the event we elect
to deliver shares of common stock in payment, in whole or in part, of the
repurchase price. If we elect to pay the repurchase price, in whole or in part,
in shares of common stock, each holder will receive the same proportion of
shares of common stock and cash for all notes repurchased.

         The "market price" means the average of the sale prices of the common
stock for the fifteen-trading-day period ending on the third business day prior
to the applicable repurchase date (if the third business day prior to the
applicable repurchase date is a trading day, or, if not, then on the last
trading day prior to), appropriately adjusted to take into account the
occurrence, during the period commencing on the first of such trading days
during such fifteen-trading-day period and ending on such repurchase date, of
certain events that would result in an adjustment of the conversion rate with
respect to the common stock.

         The "sale price" of the common stock on any date means the closing sale
price per share of common stock (or, if no closing sale price is reported, the
average of the bid and ask prices or, if more than one in either case, the
average of the average bid and the average ask prices) on such date as reported
in composite transactions for the principal United States securities exchange on
which the common stock is traded or, if the common stock is not listed on a
United States national or regional securities exchange, as reported by the
Nasdaq System.

         Because the market price of the common stock is determined prior to the
applicable repurchase date, holders of notes bear the market risk with respect
to the value of the common stock to be received from the date such market price
is determined to such repurchase date. We may pay the repurchase price or any
portion of the repurchase price in shares of common stock only if the
information necessary to calculate the market price is published in a daily
newspaper of national circulation.

         Upon determination of the actual number of shares of common stock in
accordance with the foregoing provisions, we will publish such information on
our website or through such other public medium as we may use at that time.

         Our right to repurchase notes, in whole or in part, with shares of
common stock is subject to our satisfying various conditions, including:

         o    the registration of the shares of common stock under the
              Securities Act and the Exchange Act, if required; and

         o    any necessary qualification or registration under applicable state
              securities law or the availability of an exemption from such
              qualification and registration.

         If such conditions are not satisfied with respect to a holder prior to
the close of business on the repurchase date, we will pay the repurchase price
of the notes of the holder entirely in cash. We may not change the form or
components or percentages of components of consideration to be paid for the
notes once we have given the notice that we are required to give to holders of
notes, except as described in the first sentence of this paragraph.

         Our ability to repurchase notes with cash may be limited by the terms
of our then-existing borrowing agreements. The indenture will prohibit us from
repurchasing notes for cash in connection with the holders' repurchase right if
any event of default under the indenture has occurred and is continuing, except
a default in the payment of the repurchase price with respect to the notes.

         A holder must either effect book-entry transfer or deliver the note,
together with necessary endorsements, to the office of the paying agent after
delivery of the repurchase notice to receive payment of the repurchase price.
You will receive payment in cash on the repurchase date or the time of
book-entry transfer or the delivery of the note. If the paying agent holds money

                                       30

or securities sufficient to pay the repurchase price of the note on the business
day following the repurchase date, then:

         o    the note will cease to be outstanding;

         o    interest will cease to accrue; and

         o    all other rights of the holder will terminate.

This will be the case whether or not book-entry transfer of the note is made or
whether or not the note is delivered to the paying agent.

         We will comply with the provisions of Rule 13e-4 and any other tender
offer rules under the Exchange Act that may be applicable at the time. We will
file a Schedule TO or any other schedule required in connection with any offer
by us to repurchase the notes at your option.

Events of Default

         Each of the following will constitute an event of default under the
indenture:

         o    failure to pay principal on any note when due;

         o    failure to pay any interest (including contingent interest) on any
              note when due, if such failure continues for 30 days;

         o    failure of St. Mary to perform any other covenant required of us
              in the indenture, if such failure continues for 60 days after
              written notice has been given by the trustee, or the holders of at
              least 25% in aggregate principal amount of the outstanding notes;

         o    a default under any mortgage, indenture or instrument under which
              there may be issued or by which there may be secured or evidenced
              any indebtedness of St. Mary or any of its subsidiaries for money
              borrowed whether such indebtedness now exists, or is created after
              the date of the indenture, which default involves the failure to
              pay principal of or any premium or interest on such indebtedness
              when such indebtedness becomes due and payable at the stated
              maturity thereof, and such default shall continue after any
              applicable grace period, or results in the acceleration of such
              indebtedness prior to its stated maturity, and, in each case, the
              principal amount of any such indebtedness, together with the
              principal amount of any other such indebtedness so unpaid at its
              stated maturity or the stated maturity of which has been so
              accelerated, aggregates $10 million or more;

         o    failure by St. Mary or any of its subsidiaries to pay final
              judgments aggregating in excess of $10 million, which judgments
              are not paid, discharged or stayed for a period of 60 days; and

         o    certain events in bankruptcy, insolvency or reorganization of St.
              Mary or any of its subsidiaries.

         If an event of default, other than an event of default described in the
sixth bullet point above, occurs and is continuing, either the trustee or the
holders of at least 25% in aggregate principal amount of the outstanding notes
may declare the principal amount of the notes to be due and payable immediately.
If an event of default described in the sixth bullet point above occurs, the
principal amount of the notes will automatically become immediately due and
payable.

         After any such acceleration, but before a judgment or decree based on
acceleration, the holders of a majority in aggregate principal amount of the
notes may, under certain circumstances, rescind and annul such acceleration if
all events of default, other than the non-payment of accelerated principal, have
been cured or waived.

         Subject to the trustee's duties in the case of an event of default, the
trustee will not be obligated to exercise any of its rights or powers at the
request of the holders, unless the holders have offered to the trustee

                                       31

reasonable indemnity. Subject to the trustee's indemnification, the holders of a
majority in aggregate principal amount of the outstanding notes will have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the trustee or exercising any trust or power conferred on
the trustee with respect to the notes.

         No holder will have any right to institute any proceeding under the
indenture, or for the appointment of a receiver or a trustee, or for any other
remedy under the indenture unless:

         o    the holder has previously given to the trustee written notice of a
              continuing event of default with respect to the notes;

         o    the holders of at least 25% in aggregate principal amount of the
              outstanding notes have made a written request and have offered
              reasonable indemnity to the trustee to institute such proceeding
              as trustee; and

         o    the trustee has failed to institute such proceeding, and has not
              received from the holders of a majority in aggregate principal
              amount of the outstanding notes a direction inconsistent with such
              request within 60 days after such notice, request and offer.

However, these limitations do not apply to a suit instituted by a holder for the
enforcement of payment of the principal of or any premium or interest on any
note or the right to convert the note on or after the applicable due date.

         We are required to furnish to the trustee, on an annual basis, a
statement by our officers as to whether or not St. Mary, to the officer's
knowledge, is in default in the performance or observance of any of the terms,
provisions and conditions of the indenture. If so, such statement will specify
any known defaults.

Modification and Waiver

         We and the trustee may make modifications and amendments to the
indenture with the consent of the holders of a majority in aggregate principal
amount of the outstanding notes.

         However, neither we nor the trustee may make any modification or
amendment without the consent of the holder of each outstanding note who is
affected by the modification or amendment if such modification or amendment
would do any of the following:

         o    change the maturity of the principal of or any installment of
              interest (including contingent interest) on any note;

         o    reduce the principal amount of, or any premium or interest
              (including contingent interest) on, any note;

         o    reduce the amount of principal payable upon acceleration of the
              maturity of any note;

         o    change the place or currency of payment of principal of, or any
              premium or interest (including contingent interest) on, any note;

         o    impair the right to institute suit for the enforcement of any
              payment on, or with respect to, any note;

         o    adversely affect the right of holders to convert notes other than
              as provided in or under the indenture;

         o    reduce the percentage in principal amount of outstanding notes,
              the consent of whose holders is required for modification or
              amendment of the indenture;

         o    reduce the percentage in principal amount of outstanding notes
              necessary for waiver of compliance with certain provisions of the
              indenture or for waiver of certain defaults; or

         o    modify such provisions with respect to modification and waiver.

                                       32

         Holders of a majority in aggregate principal amount of the outstanding
notes may waive, on behalf of the holders of all of the notes, compliance by us
with respect to certain restrictive provisions of the indenture.

         Generally, the holders of not less than a majority of the aggregate
principal amount of the outstanding notes may, on behalf of all holders of the
notes, waive any past default or event of default unless:

         o    we fail to pay principal, premium or interest (including
              contingent interest) on any note when due;

         o    we fail to convert any note into common stock; or

         o    we fail to comply with any of the provisions of the indenture that
              would require the consent of the holder of each outstanding note
              affected.

         Any notes held by us or by any person directly or indirectly
controlling or controlled by or under direct or indirect common control with us
shall be disregarded (from both the numerator and denominator) for purposes of
determining whether the holders of a majority in principal amount of the
outstanding notes have consented to a modification, amendment or waiver of the
terms of the indenture.

Consolidation, Merger and Sale of Assets

         We may not consolidate with or merge into any other person, in a
transaction in which we are not the surviving corporation, or convey, transfer
or lease our properties and assets substantially as an entirety to any successor
person, unless:

         o    the successor person, if any, is a corporation, limited liability
              company, partnership, trust or other entity organized and existing
              under the laws of the United States, or any state of the United
              States (which may be a subsidiary of a foreign entity), and
              assumes our obligations on the notes and under the indenture; and

         o    immediately after giving effect to the transaction, no default or
              event of default shall have occurred and be continuing.

Registration Rights

         We entered into a registration rights agreement with the initial
purchasers of the notes for the benefit of the holders of the notes and the
shares of common stock issuable upon conversion of the notes. The following
summarizes some, but not all, of the registration rights provided in the
registration rights agreement and the notes. You should refer to the
registration rights agreement and the notes for a full description of the
registration rights.

         Under the terms of the registration rights agreement we have filed a
shelf registration statement, of which this prospectus forms a part, covering
resales by holders of the notes and the shares of common stock issuable upon
conversion of the notes, referred to as "registrable securities." We will use
our reasonable best efforts to have the shelf registration statement declared
effective by September 9, 2002, and to use our reasonable best efforts to keep
it effective until the earliest of:

         o    two years after the filing date;

         o    the date when all registrable securities shall have been
              registered under the Securities Act and disposed of; and

         o    the date on which all registrable securities are eligible to be
              sold to the public pursuant to Rule 144(k) under the Securities
              Act.

         We will mail a notice of registration statement and selling
securityholder election and questionnaire to each holder to obtain certain
information regarding the holder for inclusion in the prospectus. To be named as
selling securityholders in the related prospectus at the time of effectiveness,
holders must complete and deliver the questionnaire within 20 business days of

                                       33

the date of the notice. Holders that do not complete and deliver the
questionnaire in a timely manner will not be named as selling securityholders in
the prospectus and therefore will not be permitted to sell any of their
securities pursuant to the shelf registration statement.

         We will:

         o    provide to each holder for whom the shelf registration statement
              was filed copies of the prospectus that is a part of the shelf
              registration statement;

         o    notify each such holder when the shelf registration statement has
              become effective; and

         o    take certain other actions as are required to permit unrestricted
              resales of the registrable securities.

         A holder of registrable securities that sells registrable securities
pursuant to the shelf registration statement generally will be required to
provide information about itself and the specifics of the sale, be named as a
selling securityholder in the related prospectus and deliver a prospectus to
purchasers, be subject to the relevant civil liability provisions under the
Securities Act in connection with such sales and be bound by the provisions of
the registration rights agreement which are applicable to such holder (including
certain indemnification rights and obligations).

         Each holder must notify us not later than three business days prior to
any proposed sale by that holder pursuant to the shelf registration statement.
This notice will be effective for five business days. We may suspend the
holder's use of the prospectus for a period not to exceed 45 days in any 90-day
period, and not to exceed an aggregate of 90 days in any 360-day period, if:

         o    the prospectus would, in our judgment, contain a material
              misstatement or omission as a result of an event that has occurred
              and is continuing; and

         o    we reasonably determine that the disclosure of this material
              non-public information would have a material adverse effect on us
              and our subsidiaries taken as a whole.

         However, if the disclosure relates to a previously undisclosed proposed
or pending material business transaction, the disclosure of which would impede
our ability to consummate such transaction, we may extend the suspension period
from 45 days to 60 days. Each holder, by its acceptance of the notes, agrees to
hold any communication by us in response to a notice of proposed sale in
confidence.

         Upon the initial sale of registrable securities, each selling
securityholder will be required to deliver a notice of such sale, in
substantially the form attached to the notice of registration statement and
selling securityholder election and questionnaire, to the trustee and us. The
notice will, among other things:

         o    identify the sale as a transfer pursuant to the shelf registration
              statement;

         o    certify that the prospectus delivery requirements, if any, of the
              Securities Act have been complied with; and

         o    certify that the selling securityholder and the aggregate
              principal amount of notes or number of shares of common stock, as
              the case may be, owned by such holder are identified in the
              related prospectus in accordance with the applicable rules and
              regulations under the Securities Act.

         If:

         o    by September 9, 2002 the shelf registration statement has not
              been declared effective by the SEC; or

         o    after the shelf registration statement has been declared
              effective, such shelf registration statement ceases to be
              effective or fails to be usable in connection with resales of
              notes and the common stock issuable upon the conversion of the

                                       34

              notes in accordance with and during the periods specified in
              the registration rights agreement and we do not cure the shelf
              registration statement within five business days by a
              post-effective amendment or a report filed pursuant to the
              Exchange Act, or if applicable, we do not terminate the suspension
              period, described above, by the 45th or 60th day, as the case
              may be;

(each such event referred to in the prior two bullet points, a "registration
default"), additional interest as liquidated damages will accrue on the notes
and underlying common stock that are registrable securities over and above the
rate set forth in the title of the notes, from and including the date following
the registration default but excluding the day on which all registration
defaults have been cured. Additional interest will be paid semiannually in
arrears, with the first semiannual payment due on the first interest payment
date, as applicable, following the date on which such additional interest begins
to accrue, and will accrue at a rate per year equal to an additional 0.25% of
the principal amount to and including the 90th day following such registration
default, increasing to 0.50% at the end of such 90-day period. In no event will
liquidated damages accrue at a rate per year exceeding 0.50%.

         We will have no other liabilities for monetary damages with respect to
our registration obligations. With respect to each holder, our obligations to
pay additional interest remain in effect only so long as the notes and the
common stock issuable upon the conversion of the notes held by the holder are
"registrable securities" within the meaning of the registration rights
agreement.

Satisfaction and Discharge

         We may, at our option, satisfy and discharge our obligations under the
indenture while notes remain outstanding if (1) all outstanding notes will
become due and payable at their scheduled maturity within one year or (2) all
outstanding notes are scheduled for redemption within one year, and, in either
case, we have deposited with the trustee an amount sufficient to pay and
discharge all outstanding notes on the date of their scheduled maturity or the
scheduled date of redemption.

Transfer and Exchange

         We have initially appointed the trustee as security registrar, paying
agent and conversion agent, acting through its corporate trust office. We
reserve the right to:

         o    vary or terminate the appointment of the security registrar,
              paying agent or conversion agent;

         o    appoint additional paying agents or conversion agents; or

         o    approve any change in the office through which any security
              registrar or any paying agent or conversion agent acts.

Repurchase and Cancellation

         All notes surrendered for payment, redemption, registration of transfer
or exchange or conversion shall, if surrendered to any person other than the
trustee, be delivered to the trustee. All notes delivered to the trustee shall
be cancelled promptly by the trustee. No notes shall be authenticated in
exchange for any notes cancelled as provided in the indenture.

         We may, to the extent permitted by law, repurchase notes in the open
market or by tender offer at any price or by private agreement. Any notes
repurchased by us, to the extent permitted by law, may be reissued or resold or
may, at our option, be surrendered to the trustee for cancellation. Any notes
surrendered for cancellation may not be reissued or resold and will be promptly
cancelled.

                                       35

Replacement of Notes

         We will replace mutilated, destroyed, stolen or lost notes at your
expense upon delivery to the trustee of the mutilated notes, or evidence of the
loss, theft or destruction of the notes satisfactory to us and the trustee. In
the case of a lost, stolen or destroyed note, indemnity satisfactory to the
trustee and us may be required at the expense of the holder of such note before
a replacement note will be issued.

Governing Law

         The indenture and the notes are governed by, and construed in
accordance with, the law of the State of New York, without regard to conflicts
of laws principles.

Concerning the Trustee

         Wells Fargo Bank West, N.A. serves as the trustee under the indenture.
The trustee is permitted to deal with St. Mary and any affiliate of St. Mary
with the same rights as if it were not trustee. However, under the Trust
Indenture Act, if the trustee acquires any conflicting interest and there exists
a default with respect to the notes, the trustee must eliminate such conflicts
or resign.

         The holders of a majority in principal amount of all outstanding notes
have the right to direct the time, method and place of conducting any proceeding
for exercising any remedy or power available to the trustee. However, any such
direction may not conflict with any law or the indenture, may not be unduly
prejudicial to the rights of another holder or the trustee and may not involve
the trustee in personal liability.

Book-Entry, Delivery and Form

         The notes were originally issued in the form of two global securities.
The global securities have been deposited with the trustee as custodian for DTC
and registered in the name of a nominee of DTC. Except as set forth below, the
global securities may be transferred, in whole and not in part only to DTC or
another nominee of DTC. You may hold your beneficial interests in the global
securities directly through DTC if you have an account with DTC or indirectly
through organizations which have accounts with DTC. Notes in definitive
certificated form (called "certificated securities") will be issued only in
certain limited circumstances described below.

         DTC has advised us that it is:

         o    a limited purpose trust company organized under the laws of the
              State of New York;

         o    a member of the Federal Reserve System;

         o    a "clearing corporation" within the meaning of the New York
              Uniform Commercial Code; and

         o    a "clearing agency" registered pursuant to the provisions of
              Section 17A of the Exchange Act.

         DTC was created to hold securities of institutions that have accounts
with DTC (called "participants") and to facilitate the clearance and settlement
of securities transactions among its participants in such securities through
electronic book-entry changes in accounts of the participants, thereby
eliminating the need for physical movement of securities certificates. DTC's
participants include securities brokers and dealers, which may include the
initial purchasers, banks, trust companies, clearing corporations and certain
other organizations. Access to DTC's book-entry system is also available to
others such as banks, brokers, dealers and trust companies (called, the
"indirect participants") that clear through or maintain a custodial relationship
with a participant, whether directly or indirectly.

         Pursuant to procedures established by DTC, upon the deposit of the
global securities with DTC, DTC credited, on its book-entry registration and
transfer system, the principal amount of notes represented by such global
securities to the accounts of participants. The accounts to be credited were
designated by the initial purchasers. Ownership of beneficial interests in the
global securities is limited to participants or persons that may hold interests

                                       36

through participants. Ownership of beneficial interests in the global securities
is shown on, and the transfer of those ownership interests will be effected only
through, records maintained by DTC (with respect to participants' interests),
the participants and the indirect participants. The laws of some jurisdictions
may require that certain purchasers of securities take physical delivery of such
securities in definitive form. These limits and laws may impair the ability to
transfer or pledge beneficial interests in the global securities.

         Beneficial owners of interests in global securities who desire to
convert their interests into common stock should contact their brokers or other
participants or indirect participants through whom they hold such beneficial
interests to obtain information on procedures, including proper forms and
cut-off times, for submitting requests for conversion.

         So long as DTC, or its nominee, is the registered owner or holder of a
global security, DTC or its nominee, as the case may be, will be considered the
sole owner or holder of the notes represented by the global security for all
purposes under the indenture and the notes. In addition, no beneficial owner of
an interest in a global security will be able to transfer that interest except
in accordance with the applicable procedures of DTC. Except as set forth below,
as an owner of a beneficial interest in the global security, you will not be
entitled to have the notes represented by the global security registered in your
name, will not receive or be entitled to receive physical delivery of
certificated securities and will not be considered to be the owner or holder of
any notes under the global security. We understand that under existing industry
practice, if an owner of a beneficial interest in the global security desires to
take any action that DTC, as the holder of the global security, is entitled to
take, DTC would authorize the participants to take such action, and the
participants would authorize beneficial owners owning through such participants
to take such action or would otherwise act upon the instructions of beneficial
owners owning through them.

         We will make payments of principal of, premium, if any, and interest on
the notes represented by the global security registered in the name of and held
by DTC or its nominee to DTC or its nominee, as the case may be, as the
registered owner and holder of the global security. Neither we, the trustee nor
any paying agent will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in the global security or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests.

         We expect that DTC or its nominee, upon receipt of any payment of
principal of, premium, if any, or interest on the global security, will credit
participants' accounts with payments in amounts proportionate to their
respective beneficial interests in the principal amount of the global security
as shown on the records of DTC or its nominee. We also expect that payments by
participants or indirect participants to owners of beneficial interests in the
global security held through such participants or indirect participants will be
governed by standing instructions and customary practices and will be the
responsibility of such participants or indirect participants. We will not have
any responsibility or liability for any aspect of the records relating to, or
payments made on account of, beneficial ownership interests in the global
security for any note or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests or for any other aspect of the
relationship between DTC and its participants or indirect participants or the
relationship between such participants or indirect participants and the owners
of beneficial interests in the global security owning through such participants.

         Transfers between participants in DTC will be effected in the ordinary
way in accordance with DTC rules and will be settled in same-day funds.

         DTC has advised us that it will take any action permitted to be taken
by a holder of notes only at the direction of one or more participants to whose
account the DTC interests in the global security is credited and only in respect
of such portion of the aggregate principal amount of notes as to which such
participant or participants has or have given such direction. However, if DTC
notifies us that they are unwilling to be a depository for the global security
or ceases to be a clearing agency or there is an event of default under the
notes, DTC will exchange the global security for certificated securities which
it will distribute to its participants and which will be legended, if required.

         Although DTC is expected to follow the foregoing procedures in order to
facilitate transfers of interests in the global security among participants of
DTC, they are under no obligation to perform or continue to perform such
procedures, and such procedures may be discontinued at any time. Neither we nor
the trustee will have any responsibility or liability for the performance by DTC

                                       37

or the participants or indirect participants of their respective obligations
under the rules and procedures governing their respective operations.

                          DESCRIPTION OF CAPITAL STOCK

         We are authorized to issue 100,000,000 shares of common stock, $.01 par
value per share. At April 30, 2002, there were 27,818,631 shares of common stock
outstanding.

Common Stock

         Holders of shares of common stock are entitled to one vote for each
share held of record on all matters submitted to a vote of stockholders. There
are no cumulative voting rights with respect to the election of directors.
Accordingly, the holders of a majority of the outstanding shares of common stock
will be able to elect our entire board of directors. Holders of common stock
have no preemptive rights and are entitled to such dividends as may be declared
by the board of directors out of legally available funds. The common stock is
not entitled to any sinking fund, redemption or conversion provisions. If St.
Mary liquidates, dissolves or winds up its business, the holders of common stock
will be entitled to share ratably in our net assets remaining after the payment
of all creditors. When issued, the shares of common stock will be fully paid and
non-assessable. The transfer agent and registrar for the common stock is
Computershare Trust Company, Inc.

Anti-Takeover Matters

         Provisions of our certificate of incorporation and bylaws may have the
effect of delaying, deferring or preventing a change in control of St. Mary.
Among other things, the certificate of incorporation does not provide for
cumulative voting in the election of directors and the bylaws impose certain
procedural requirements on stockholders who wish to make nominations for the
election of directors or propose other actions at stockholders' meetings. In
addition the board of directors has approved an amendment to the certificate of
incorporation, which will be submitted to a vote of the stockholders at our
annual meeting scheduled for May 22, 2002, to authorize the issuance of up to a
total of 5,000,000 shares of preferred stock with such powers, preferences,
rights and limitations as the board of directors may designate from time to
time.

         These provisions, alone or in combination with each other and with the
shareholder rights plan described below, may discourage transactions involving
actual or potential changes in control of St. Mary, including transactions that
otherwise could involve payment of a premium over prevailing market prices to
holders of common stock.

         On July 15, 1999, the board of directors adopted a shareholder rights
plan. The rights plan is designed to enhance the board's ability to prevent an
acquirer from depriving stockholders of the long-term value of their investment
and to protect stockholders against attempts to acquire St. Mary by means of
unfair or abusive takeover tactics that have been prevalent in many unsolicited
takeover attempts.

         Under the rights plan, the rights are exercisable at a price of $100.00
per share. The rights attach to and trade with the common stock. The rights will
expire December 31, 2009. The rights may be redeemed by St. Mary at $0.001 per
right prior to ten business days after a person or group has accumulated 20% or
more of the common stock.

         If a person or group acquired 20% of our common stock, the rights would
then be modified to represent the right to receive, for the exercise price,
common stock having a value worth twice the exercise price. If St. Mary were
involved in a merger or other business combination at any time after a person or
group has acquired 20% or more of our common stock, the rights would be modified
so as to entitle a holder to buy a number of shares of common stock of the
acquiring entity having a market value of twice the exercise price of each
right. In either case, all rights held or acquired by a person or group holding
20% or more of our shares would be void.

                                       38

             CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

General

         In the opinion of Ballard Spahr Andrews &amp; Ingersoll, LLP, the
following is a summary of the material United States federal income tax
consequences relevant to holders of notes. This summary is based upon laws,
regulations, rulings and decisions now in effect, all of which are subject to
change (including retroactive changes in effective dates) or possible differing
interpretations. Except where noted, the discussion below deals only with notes
held as capital assets by U.S. Holders (as defined below). In addition, the
discussion does not purport to deal with persons in special tax situations, such
as banks or other financial institutions, insurance companies, regulated
investment companies, dealers in securities or currencies, traders in securities
that elect to use a mark-to-market method of accounting for securities holdings,
tax-exempt entities, expatriates, Non-U.S. Holders (as defined below), persons
holding notes in a tax-deferred or tax-advantaged account, persons holding notes
as a hedge against currency or interest rate risks, as a position in a
"straddle" or as part of a "hedging" or "conversion" transaction for tax
purposes, or U.S. Holders (as defined below) whose functional currency for tax
purposes is not the U.S. dollar.

         We do not address all of the tax consequences that may be relevant to a
U.S. Holder (as defined below). In particular, we do not address:

         o    the United States federal income tax consequences to shareholders
              in, or partners or beneficiaries of, an entity that is a holder of
              notes;

         o    the United States federal estate, gift or alternative minimum tax
              consequences of the purchase, ownership or disposition of notes;

         o    any state, local or foreign tax consequences of the purchase,
              ownership or disposition of notes; or

         o    any United States federal, state, local or foreign tax
              consequences of owning or disposing of the common stock.

         A U.S. Holder is a beneficial owner of the notes who or which is:

         o    a citizen or individual resident of the United States, as defined
              in Section 7701(b) of the Internal Revenue Code of 1986, as
              amended (the "Code");

         o    a corporation, including any entity treated as a corporation for
              United States federal income tax purposes, created or organized in
              or under the laws of the United States, any state thereof or the
              District of Columbia;

         o    an estate if its income is subject to United States federal income
              taxation regardless of its source; or

         o    a trust if (1) a United States court can exercise primary
              supervision over its administration and (2) one or more United
              States persons have the authority to control all of its
              substantial decisions.

A Non-U.S. Holder is a holder of notes other than a U.S. Holder.

         No statutory, administrative or judicial authority directly addresses
the treatment of the notes or instruments similar to the notes for United States
federal income tax purposes. No rulings have been sought or are expected to be
sought from the Internal Revenue Service with respect to any of the United
States federal income tax consequences discussed below, and no assurance can be
given that the IRS will not take contrary positions. As a result, no assurance
can be given that the IRS will agree with the tax characterizations and the tax
consequences described below.

         WE URGE PROSPECTIVE INVESTORS TO CONSULT THEIR OWN TAX ADVISORS WITH
RESPECT TO THE TAX CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND

                                       39

DISPOSITION OF THE NOTES AND THE COMMON STOCK IN LIGHT OF THEIR OWN PARTICULAR
CIRCUMSTANCES, INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL, FOREIGN AND
OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN UNITED STATES FEDERAL OR
OTHER TAX LAWS.

Classification of the Notes

         Pursuant to the terms of the indenture, we and each holder of a note
agree, for United States federal income tax purposes, to treat the notes as
"contingent payment debt instruments" and to be bound by the application of the
Treasury regulations governing contingent payment debt instruments (the "CPDI
regulations"), in the manner described below, and the remainder of this
discussion assumes that the notes will be treated so. The IRS has reserved the
right to treat the contingent payments as a separate investment position if the
principal purpose of structuring the notes with contingent payments is to
achieve a result that is unreasonable. A result can be considered unreasonable
if it is expected to have a significant effect on the issuer's tax liability and
achieves a result that would not be obtainable if the note and contingency were
separate. As a result, no assurance can be given that the IRS will not assert
that the notes should be treated in a different manner. Such an alternative
characterization could affect the amount, timing and character of income, gain
or loss of an investment in the notes. In particular, it might be determined
that a holder should have accrued interest income at a lower rate, should not
have recognized income or gain upon the conversion, and should have recognized
capital gain upon a taxable disposition of its note.

Accrual of Interest on the Notes

         Pursuant to the CPDI regulations, U.S. Holders of the notes will be
required to accrue interest income on the notes, in the amounts described below,
regardless of whether the U.S. Holder uses the cash or accrual method of tax
accounting. Accordingly, U.S. Holders will likely be required to include
interest in taxable income in each year in excess of the accruals on the notes
for non-tax purposes and in excess of both the stated fixed interest and any
contingent interest payments actually received in that year.

         The CPDI regulations provide that a U.S. Holder must accrue an amount
of ordinary interest income, as original issue discount for United States
federal income tax purposes, for each accrual period prior to and including the
maturity date of the notes that equals:

                  (1) the product of (i) the adjusted issue price (as defined
         below) of the notes as of the beginning of the accrual period; and (ii)
         the comparable yield to maturity (as defined below) of the notes,
         adjusted for the length of the accrual period;

                  (2) divided by the number of days in the accrual period; and

                  (3) multiplied by the number of days during the accrual period
         that the U.S. Holder held the notes.

The "daily portions" of interest income are the amounts of interest ratably
allocated to each day in an accrual period.

         A note's issue price is the first price at which a substantial amount
of the notes is sold to the public, excluding sales to bond houses, brokers or
similar persons or organizations acting in the capacity of underwriters,
placement agents or wholesalers. The adjusted issue price of a note is its issue
price increased by any interest income previously accrued, determined without
regard to any adjustments to interest accruals described below, and decreased by
the amount of any noncontingent payment and the projected amount of any
contingent payment previously made with respect to the notes.

         The term "comparable yield" means the annual yield we would pay, as of
the initial issue date, on a fixed rate, nonconvertible debt security with no
contingent payments, but with terms and conditions otherwise comparable to those
of the notes. We have calculated and intend to treat the comparable yield for
the notes as 10.00%, compounded semiannually. The projected payment schedule (as
defined below) that we have constructed is based upon this comparable yield. It
is possible that the IRS could challenge the comparable yield and projected
payment schedule. The yield, if redetermined as a result of such a challenge,
could be greater or less than the comparable yield provided by us, and the

                                       40

projected payment schedule could differ materially from the projected payment
schedule we have provided. In such case, the taxable income of a holder arising
from the ownership (e.g., taxable interest income or original issue discount),
sale, exchange, conversion or redemption of a note could be increased or
decreased.

         The CPDI regulations require that we provide to U.S. Holders, solely
for United States federal income tax purposes, a schedule of the projected
amounts of payments on the notes. This schedule must produce the comparable
yield. The projected payment schedule includes payments of noncontingent cash
interest, estimates for certain payments of contingent interest, and an estimate
for a payment at maturity. A published ruling of the IRS requires the estimated
payment at maturity to be based on a projected exercise of the conversion
privilege.

         U.S. Holders may obtain the comparable yield and the schedule of
projected payments by submitting a written request for such information to St.
Mary Land &amp; Exploration Company, 1776 Lincoln Street, Suite 1100, Denver,
Colorado 80203, Attention: Vice President-- Finance.

         Pursuant to the terms of the indenture, you agree, for United States
federal income tax purposes, to use the comparable yield and the schedule of
projected payments in determining interest accruals, and the adjustments thereto
described below in respect of the notes.

         Amounts treated as interest under the CPDI regulations are treated as
original issue discount for all purposes of the Code.

         THE COMPARABLE YIELD AND THE SCHEDULE OF PROJECTED PAYMENTS ARE NOT
DETERMINED FOR ANY PURPOSE OTHER THAN FOR THE DETERMINATION OF A U.S. HOLDER'S
INTEREST ACCRUALS AND ADJUSTMENTS THEREOF IN RESPECT OF THE NOTES FOR UNITED
STATES FEDERAL INCOME TAX PURPOSES AND DO NOT CONSTITUTE A PROJECTION OR
REPRESENTATION REGARDING THE ACTUAL AMOUNTS PAYABLE ON THE NOTES.

Adjustments to Interest Accruals on the Notes

         If, during any taxable year, a U.S. Holder receives actual payments
with respect to the notes that in the aggregate exceed the total amount of
projected payments for that taxable year, the U.S. Holder will incur a "net
positive adjustment" under the CPDI regulations equal to the amount of such
excess. The U.S. Holder will treat a "net positive adjustment" as additional
interest income for the taxable year. For this purpose, the payments in a
taxable year include the fair market value of property (including our common
stock) received in that year.

         If a U.S. Holder receives in a taxable year actual payments with
respect to the notes that in the aggregate were less than the amount of
projected payments for that taxable year, the U.S. Holder will incur a "net
negative adjustment" under the CPDI regulations equal to the amount of such
deficit. This adjustment will (a) reduce the U.S. Holder's interest income on
the notes for that taxable year, and (b) to the extent of any excess after the
application of (a), give rise to an ordinary loss to the extent of the U.S.
Holder's interest income on the notes during prior taxable years, reduced to the
extent such interest was offset by prior net negative adjustments. If any amount
of the net negative adjustment is not absorbed by these adjustments, it is
carried forward as a negative adjustment to the following year and is deemed
made on the first day of such taxable year. If the note holder has a negative
adjustment carryforward in a taxable year in which the note is sold, exchange or
retired, the carryforward is applied to reduce the amount realized on the sale,
exchange, or retirement.

Sale, Exchange, Conversion or Redemption

         Generally, the sale, exchange, redemption or other disposition of a
note will result in taxable gain or loss to a U.S. Holder. In addition, as
required by the published IRS ruling described above, our calculation of the
comparable yield and the schedule of projected payments for the notes includes
the receipt of stock upon conversion as a contingent payment with respect to the
notes. Accordingly, we intend to treat, and you agree to treat, the receipt of
our common stock upon the conversion of a note, or upon your exercise of a
repurchase option that we elect to satisfy in common stock, as a contingent

                                       41

payment under the CPDI regulations. As described above, you agree to be bound by
our determination of the comparable yield and the schedule of projected
payments. Under this treatment, a conversion or such a repurchase will also
result in taxable gain or loss to the U.S. Holder. The amount of gain or loss on
a taxable sale, exchange, conversion, redemption, repurchase or other
disposition will be equal to the difference between (a) the amount of cash plus
the fair market value of any other property received by the U.S. Holder,
including the fair market value of any of our common stock received, and (b) the
U.S. Holder's adjusted tax basis in the note. A U.S. Holder's adjusted tax basis
in a note will generally be equal to the U.S. Holder's original purchase price
for the note, increased by any interest income previously accrued by the U.S.
Holder (determined without regard to any adjustments to contingent interest
accruals described above), and decreased by the amount of any noncontingent
payment and the projected amount of any contingent payment previously made on
the notes to the U.S. Holder. Gain recognized upon a sale, exchange, conversion,
redemption or repurchase of a note will generally be treated as ordinary
interest income; any loss generally will be ordinary loss to the extent of
interest previously included in income, and thereafter, capital loss (which will
be long-term if the note is held for more than one year). The deductibility of
net capital losses by individuals and corporations is subject to limitations.

         Your tax basis in common stock received upon conversion of a note or
upon your exercise of a repurchase option that we elect to satisfy in common
stock will, consistent with the treatment of such events as taxable
transactions, equal the then fair market value of such common stock. Your
holding period for the common stock will accordingly commence on the day
immediately following the date of conversion or repurchase.

Purchasers of Notes at a Price Other Than the Adjusted Issue Price

         If you purchase a note in the secondary market for an amount that
differs from the adjusted issue price of the note at the time of such purchase,
you will be required to accrue interest income on the note in accordance with
the comparable yield (as described above, 10.00%, compounded semiannually) even
if market conditions have changed since the date of issuance. You must
reasonably determine whether the difference between the purchase price for a
note and the adjusted issue price of a note is attributable to a change in
expectations as to the contingent amounts potentially payable in respect of the
notes, a change in interest rates since the notes were issued, or both, and
allocate the difference accordingly between the daily portions of interest and
the projected payments over the remaining term of the notes.

         Adjustments attributable to a change in interest rates will cause, as
the case may be, a "positive adjustment" or a "negative adjustment" to the
amount of interest you include in income. If the purchase price of a note is
less than its adjusted issue price because of a higher current yield for a
comparable debt instrument, a positive adjustment will result and the amount of
interest you accrue will increase. If the purchase price is more than the
adjusted issue price of a note because of a lower current yield for a comparable
debt instrument, a negative adjustment will result and the amount of interest
you accrue will decrease.

         Adjustments attributable to a change in expectations as to the
contingent payments that are projected in respect of the note will cause, as the
case may be, a "positive adjustment" or a "negative adjustment" to your basis in
the notes but will not affect the adjusted issue price of the notes in
determining interest for subsequent accrual periods. Adjustments allocated to
the contingent payments (which in this case includes the receipt of stock upon
conversion) are taken into account as basis adjustments only when the contingent
payments are made.

         Certain United States holders will receive Forms 1099-OID reporting
interest accruals on their note. Those forms will not, however, reflect the
effect of any positive or negative adjustments resulting from your purchase of a
note in the secondary market at a price that differs from its adjusted issue
price on date of the purchase. You are urged to consult your tax advisor as to
whether, and how, such adjustments should be made to the amounts reported on any
Form 1099-OID.

                                       42

Constructive Dividends

         If at any time we make a distribution of property to our shareholders
that would be taxable to the shareholders as a dividend for federal income tax
purposes and, in accordance with the anti-dilution provisions of the notes, the
conversion rate of the notes is increased, such increase may be deemed to be the
payment of a taxable dividend to holders of the notes.

         For example, an increase in the conversion rate in the event of
distributions of our evidences of indebtedness or our assets or an increase in
the event of an extraordinary cash dividend will generally result in deemed
dividend treatment to holders of the notes, but generally an increase in the
event of stock dividends or the distribution of rights to subscribe for common
stock will not.

Backup Withholding Tax and Information Reporting

         In general, if you are a noncorporate U.S. Holder, we are required to
report to the IRS all payments of principal, and interest on and any
constructive distribution with respect to the notes, including amounts accruing
under the rules for contingent payment debt instruments. In addition, we are
required to report to the IRS any payment of proceeds of the sale of the notes
before maturity. Additionally, United States federal backup withholding tax will
apply at the rate of 30% (29% during 2004 and 2005, 28% during the years 2006
through 2010, and 31% thereafter) to any payments, if you fail to provide an
accurate taxpayer identification number, or you are notified by the IRS that you
have failed to report all interest and dividends required to be shown on your
federal income tax returns.

                             SELLING SECURITYHOLDERS

         We originally issued the notes in a private placement in March 2002.
The notes were resold by the initial purchasers in transactions exempt from the
registration requirements of the Securities Act to persons reasonably believed
by the initial purchasers to be "qualified institutional buyers" as defined by
Rule 144A under the Securities Act. The selling securityholders may from time to
time offer and sell pursuant to this prospectus any or all of the notes listed
below and the shares of common stock issued upon conversion of such notes. When
we refer to the "selling securityholders" in this prospectus, we mean those
persons listed in the table below, as well as the pledgees, donees, assignees,
transferees, successors and others who later hold any of the selling
securityholders' interests.

         The table below sets forth the name of each selling securityholder, the
principal amount at maturity of notes that each selling securityholder may offer
under this prospectus and the number of shares of common stock into which such
notes are convertible. Unless set forth below, to our knowledge, none of the
selling securityholders has, or within the past three years has had, any
material relationship with us or any of our affiliates or beneficially owns in
excess of 1% of the outstanding common stock.

         The principal amounts of the notes provided in the table below is based
on information provided to us by each of the selling securityholders as of April
30, 2002 and the percentages are based on $100,000,000 principal amount at
maturity of notes outstanding. The number of shares of common stock that may be
sold is calculated based on the current conversion price of $26.00 per share, or
a conversion rate of approximately 38.4615 shares of common stock per $1,000
principal amount at maturity of the notes.

         Since the date on which each selling securityholder provided this
information, each selling securityholder identified below may have sold,
transferred or otherwise disposed of all or a portion of their notes in a
transaction exempt from the registration requirements of the Securities Act.
Information concerning the selling securityholders may change from time to time
and any changed information will be set forth in supplements to this prospectus
to the extent required. In addition, the conversion ratio, and therefore the
number of shares of our common stock issuable upon conversion of the notes, is
subject to adjustment. Accordingly, the number of shares of common stock
issuable upon conversion of the notes may increase or decrease.

         The selling securityholders may from time to time offer and sell any or
all of the securities under this prospectus. Because the selling securityholders
are not obligated to sell the notes or the shares of common stock issuable upon

                                       43

conversion of the notes, we cannot estimate the amount of the notes or how many
shares of common stock that the selling securityholders will hold upon
consummation of any such sales.

                                               Aggregate Principal                 Number of Shares   Percentage of
                                                Amount at Maturity   Percentage    of Common Stock     Shares of
                                                  of Notes That       of Notes      That May be       Common Stock
                                                   May be Sold      Outstanding       Sold(1)         Outstanding(2)
                                                   -----------      -----------       -------        ---------------
Name
----

Alexandra Global Investment Fund 1, Ltd.            $2,000,000          2.00%          76,923              *
Alpine Associates                                   $3,400,000          3.40%         130,769              *
Alpine Partners, L.P.                               $  450,000           .45%          17,307              *
CALAMOS(R)Market Neutral Fund --
      CALAMOS(R)Investment Trust                    $2,500,000          2.50%          96,153              *
Cobra Fund U.S.A., L.P.                               $225,000          *               8,653              *
Cobra Master Fund, Ltd.                             $1,275,000          1.28%          49,038              *
Commerzbank AG                                      $9,500,000          9.50%         365,384              1.30%
Context Convertible Arbitrage Fund, LP                $275,000          *              10,576              *
Deutsche Bank Securities Inc.                      $24,900,000         24.90%         957,692              3.33%
JP Morgan Securities Inc. (3)                       $6,450,000          6.45%         248,076              *
McMahan Securities Co. L.P.                         $1,725,000          1.73%          66,346              *
KBC Financial Products USA Inc.                     $1,500,000          1.50%          57,692              *
Man Convertible Bond Master Fund, Ltd.              $5,200,000          5.20%         200,000              *
Nomura Securities International Inc. (4)            $5,000,000          5.00%         192,307              *
Quattro Fund, Ltd.                                  $3,000,000          3.00%         115,384              *
St. Thomas Trading, Ltd.                            $8,800,000          8.80%         338,461              1.20%
The Northwestern Mutual Life Insurance
      Company (General Account)                     $3,000,000          3.00%         115,384              *
The Northwestern Mutual Life Insurance
      Company (Group Annuity Separate
      Account)                                        $500,000          *              19,230              *
TQA Master Fund Ltd.                                $1,000,000          1.00%          38,461              *
Wachovia Bank National Association                 $12,000,000         12.00%         461,538              1.63%
WPG Convertible Arbitrage Overseas
      Masters Fund, LP                              $1,000,000          1.00%          38,461              *
Zazove Hedged Convertible Fund L.P.                 $1,000,000          1.00%          38,461              *
Zurich Institutional Benchmarks
      Management c/o Quattro Global
      Capital, LLC                                  $1,000,000          1.00%          38,461              *
Zurich Institutional Benchmarks Master
      Fund Ltd. c/o SSI Investment
      Management Inc.                                 $500,000          *              19,230              *
Zurich Institutional Benchmarks Master
      Fund Ltd. c/o Zazove Associates LLC           $1,000,000          1.00%          38,461              *
                                                  ------------       ----------     ---------             ------
                                                   $97,200,000         97.20%       3,738,448             11.85%
All other holders of notes or future
      transferees, pledges, donees, assignees
      or successors of any such holders (5)(6)     $ 2,800,000           2.8%         107,705              *
                                                  ------------       ----------     ---------             ------
Total                                             $100,000,000        100.00%       3,846,153             12.15%
                                                  ============       ==========     =========             ======

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

* Less than one percent (1%).

                                       44

(1)  Assumes conversion of all of the holder's notes at a conversion price of
     $26.00 per share, or a conversion rate of approximately 38.4615 shares of
     common stock per $1,000 principal amount at maturity of the notes. This
     conversion rate is subject to adjustment, however, as described under
     "Description of the Notes - Conversion of Notes." As a result, the number
     of shares of common stock issuable upon conversion of the notes may
     increase or decrease in the future. Under the indenture for the notes,
     fractional shares will not be issued upon any conversion. In lieu thereof
     cash will be paid based on the current market price of the stock on the
     trading day immediately before the conversion date.

(2)  Calculated based on Rule 13d-3(d)(i) of the Exchange Act, using 27,818,631
     shares of common stock outstanding as of April 30, 2002. In calculating
     this amount for each holder, we treated as outstanding the number of shares
     of common stock issuable upon conversion of all that holder's notes, but we
     did not assume conversion of any other holder's notes.

(3)  The holder also beneficially owns 18,615 shares of St. Mary common stock.

(4)  The holder also beneficially owns 419 shares of St. Mary common stock.

(5)  Information about other selling securityholders will be set forth in
     prospectus supplements, if required.

(6)  Assumes that any other holders of the notes or any future pledgees, donees,
     assignees, transferees or successors of or from any other such holders of
     the notes, do not beneficially own any shares of common stock other than
     the common stock issuable upon conversion of the notes at the initial
     conversion rate.

(7)  Reflects certain rounding differences.

                              PLAN OF DISTRIBUTION

         The selling securityholders may offer and sell from time to time the
securities covered by this prospectus. We will not receive any of the proceeds
from resales of the notes or the shares of common stock by the selling
securityholders.

         In connection with the original issuance of the notes in March 2002, we
entered into a registration rights agreement with the initial purchasers of the
notes. Securities may only be offered or sold under this prospectus pursuant to
the terms of the registration rights agreement. However, selling securityholders
may resell all or a portion of the securities in open market transactions in
reliance upon Rule 144 or Rule 144A under the Securities Act, provided they meet
the criteria and conform to the requirements of one of these rules.

         We are registering the notes and shares of common stock covered by this
prospectus to permit holders to conduct public secondary trading of these
securities from time to time after the date of this prospectus. We have agreed,
among other things, to bear all expenses, other than underwriting discounts and
selling commissions, in connection with the registration and sale of the notes
and the shares of common stock covered by this prospectus.

         The selling securityholders may sell all or a portion of the notes and
shares of common stock beneficially owned by them and offered hereby from time
to time:

         o    directly; or

         o    through underwriters, broker-dealers or agents, who may receive
              compensation in the form of discounts, commissions or concessions
              from the selling securityholders and/or from the purchasers of the
              notes and shares of common stock for whom they may act as agent.

         The notes and the shares of common stock may be sold from time to time
in one or more transactions at:

         o    fixed prices, which may be changed;

                                       45

         o    prevailing market prices at the time of sale;

         o    varying prices determined at the time of sale; or

         o    negotiated prices.

These prices will be determined by the holders of the securities or by agreement
between these holders and underwriters or dealers who may receive fees or
commissions in connection with the sale. The aggregate proceeds to the selling
securityholders from the sale of the notes or shares of common stock offered by
them hereby will be the purchase price of the notes or shares of common stock
less discounts and commissions, if any.

The sales described in the preceding paragraph may be effected in transactions:

         o    on any national securities exchange or quotation service on which
              the notes or shares of common stock may be listed or quoted at the
              time of sale, including the Nasdaq National Market in the case of
              the shares of common stock;

         o    in the over-the counter market;

         o    in transactions otherwise than on such exchanges or services or in
              the over-the-counter market; or

         o    through the writing of options.

These transactions may involve crosses or block transactions. Crosses are
transactions in which the same broker acts as an agent on both sides of the
trade.

         In connection with sales of the notes and shares of common stock or
otherwise, the selling securityholders may enter into hedging transactions with
broker-dealers. These broker-dealers may in turn engage in short sales of the
notes and shares of common stock in the course of hedging their positions and
deliver notes and shares of common stock to close out such short positions. The
selling securityholders may also sell the notes and shares of common stock short
and deliver the notes and shares of common stock to close out short positions,
or loan or pledge notes and shares of common stock to broker-dealers that in
turn may sell the notes and shares of common stock.

         To our knowledge, there are currently no plans, arrangements or
understandings between any selling securityholders and any underwriter,
broker-dealer or agent regarding the sale of the notes and the shares of common
stock by the selling securityholders. Selling securityholders may not sell any,
or may not sell all, of the notes and the shares of common stock offered by them
pursuant to this prospectus. In addition, we cannot assure you that a selling
securityholder will not transfer, devise or gift the notes and the shares of
common stock by other means not described in this prospectus. In addition, any
securities covered by this prospectus which qualify for sale pursuant to Rule
144 or Rule 144A of the Securities Act may be sold under Rule 144 or Rule 144A
rather than pursuant to this prospectus.

         The outstanding shares of common stock are listed for trading on the
Nasdaq National Market under the symbol "MARY."

         The selling securityholders and any broker and any broker-dealers,
agents or underwriters that participate with the selling securityholders in the
distribution of the notes or the shares of common stock may be deemed to be
"underwriters" within the meaning of the Securities Act. In this case, any
commissions received by these broker-dealers, agents or underwriters and any
profit on the resale of the notes or the shares of common stock purchased by
them may be deemed to be underwriting commissions or discounts under the
Securities Act. In addition, any profits realized by the selling securityholders
may be deemed to be underwriting discounts and commissions under the Securities
Act. To the extent the selling securityholders may be deemed to be underwriters,
the selling securityholders may be subject to statutory liabilities, including,
but not limited to, liability under Sections 11, 12 and 17 of the Securities Act
and Rule 10b-5 under the Exchange Act.

                                       46

         Because the selling securityholders may be deemed to be underwriters
within the meaning of Section 2(11) of the Securities Act, they will be subject
to the prospectus delivery requirements of the Securities Act. At any time a
particular offer of the securities is made, a revised prospectus or prospectus
supplement, if required, will be distributed which will disclose:

         o    the name of the selling securityholders and any participating
              underwriters, broker-dealers or agents;

         o    the aggregate amount and type of securities being offered;

         o    the price at which the securities were sold and other material
              terms of the offering;

         o    any discounts, commissions, concessions or other items
              constituting compensation from the selling securityholders and any
              discounts, commissions or concessions allowed or reallowed or paid
              to dealers; and

         o    that the participating broker-dealers did not conduct any
              investigation to verify the information in this prospectus or
              incorporated in this prospectus by reference.

The prospectus supplement or a post-effective amendment will be filed with the
Securities and Exchange Commission to reflect the disclosure of additional
information with respect to the distribution of the securities. In addition, if
we receive notice from a selling securityholder that a donee or pledgee intends
to sell more than 500 shares of our common stock, a supplement to this
prospectus will be filed.

         The notes were originally issued by us in a private placement in March
2002. The notes were resold by the initial purchasers in transactions exempt
from the registration requirements of the Securities Act to persons reasonably
believed by the initial purchasers to be "qualified institutional buyers," as
defined in Rule 144A under the Securities Act. Under the registration rights
agreement, we have agreed to indemnify the initial purchasers and each selling
securityholder, and each selling securityholder has agreed to indemnify us
against specified liabilities arising under the Securities Act. The selling
securityholders may also agree to indemnify any broker-dealer or agent that
participates in transactions involving sales of the securities against some
liabilities, including liabilities that arise under the Securities Act.

         The selling securityholders and any other person participating in such
distribution will be subject to the Exchange Act. The Exchange Act rules
include, without limitation, Regulation M, which may regulate the timing of
purchases and sales of any of the notes and the underlying shares of common
stock by the selling securityholders and any such other person. In addition,
Regulation M of the Exchange Act may restrict the ability of any person engaged
in the distribution of the notes and the underlying shares of common stock to
engage in market-making activities with respect to the particular notes and the
underlying shares of common stock being distributed for a period of up to five
business days prior to the commencement of distribution. This may affect the
marketability of the notes and the underlying shares of common stock and the
ability of any person or entity to engage in market-making activities with
respect to the notes and the underlying shares of common stock.

         Under the registration rights agreement, we must use our reasonable
best efforts to keep the registration statement of which this prospectus is a
part effective until the earlier of:

         o    two years after the date of filing of the shelf registration
              statement; or

         o    such shorter period, from the date of filing of the shelf
              registration statement until either (i) the sale pursuant to the
              shelf registration statement of the registrable securities or (ii)
              the expiration of the holding period applicable to the registrable
              securities held by holders of the notes that are not affiliates of
              St. Mary under Rule 144(k) under the Securities Act.

         Our obligation to keep the registration statement to which this
prospectus relates effective is subject to specified, permitted exceptions set
forth in the registration rights agreement. In these cases, we may prohibit

                                       47

offers and sales of the notes and shares of common stock pursuant to the
registration statement to which this prospectus relates.

         We may suspend the use of this prospectus if we learn of any event that
causes this prospectus to include an untrue statement of a material fact
required to be stated in the prospectus or necessary to make the statements in
the prospectus not misleading in light of the circumstances then existing. If
this type of event occurs, a prospectus supplement or post-effective amendment,
if required, will be distributed to each selling securityholder. Each selling
securityholder has agreed not to trade securities from the time the selling
securityholder receives notice from us of this type of event until the selling
securityholder receives a prospectus supplement or amendment. This time period
will not exceed 90 days in a 360-day period.

         There are no contractual arrangements between or among any of the
selling securityholders and St. Mary with regard to the sale of the securities,
and no professional underwriter in its capacity as such will be acting for the
selling securityholders.

                                  LEGAL MATTERS

         The validity of the securities offered hereby and certain United States
federal income tax considerations with respect to the notes have been passed
upon for us by Ballard Spahr Andrews &amp; Ingersoll, LLP, Denver, Colorado.

                         INDEPENDENT PUBLIC ACCOUNTANTS

         The consolidated financial statements as of December 31, 2001 and 2000
and for each of the three years in the period ended December 31, 2001,
incorporated by reference in this prospectus and elsewhere in the registration
statement, have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto, and are
incorporated by reference in reliance upon the authority of said firm as experts
in giving such report.

                         INDEPENDENT PETROLEUM ENGINEERS

         The estimated reserve evaluations and related calculations of Ryder
Scott Company, L.P., independent petroleum engineering consultants, included and
incorporated by reference in this prospectus have been included and incorporated
by reference herein in reliance upon the authority of said firm as experts in
petroleum engineering.

                       WHERE YOU CAN FIND MORE INFORMATION

         We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission (the "SEC"). You
may read and copy any document we file at the SEC's public reference room at 450
Fifth Street, N.W., Washington, D.C. 20549. You may call the SEC at
1-800-SEC-0330 to obtain further information on the public reference room. The
SEC maintains an internet site at http://www.sec.gov that contains reports,
proxy and information statements, and other information regarding issuers,
including us, that file documents with the SEC electronically. You also can find
more information about us by visiting our web site at http://www.stmaryland.com.
Web site materials are not part of this prospectus.

         This prospectus is part of a registration statement on Form S-3 that we
filed with the SEC with respect to the securities offered under this prospectus.
This prospectus does not contain all the information that is in the registration
statement. We omitted certain parts of the registration statement as allowed by
the SEC. We refer you to the registration statement and its exhibits for further
information about us and the securities offered by the selling securityholders.

         The SEC allows us to "incorporate by reference" in this prospectus the
information that we file with it, which means that we can disclose important
information to you by referring to those documents. The information incorporated
by reference is an important part of this prospectus, and the information that
we file later with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed below and any

                                       48

future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 until this offering is completed:

         o    Annual Report on Form 10-K for the fiscal year ended
              December 31, 2001 (as amended on Form 10-K/A filed with the SEC on
              March 25, 2002);

         o    Quarterly Report on Form 10-Q for the quarter ended
              March 31, 2002;

         o    Current Reports on Form 8-K filed with the SEC on February 7,
              2002, February 22, 2002, March 6, 2002, March 8, 2002, March 21,
              2002, April 30, 2002 and May 10, 2002 (in each case, except for
              information furnished pursuant to Item 9 thereof); and

         o    The description of our common stock that is contained in our
              registration statement on Form 8-A filed November 18, 1992,
              including any amendment or report filed for the purpose of
              updating the description (including the information concerning our
              shareholder rights plan set forth under Part II Item 5 of our
              Quarterly Report on Form 10-Q/A-3 filed with the SEC on
              November 12, 1999).

         We will provide to each person, including any beneficial owner, to whom
a prospectus is delivered a copy of any or all of the information that has been
incorporated by reference in the prospectus but not delivered with the
prospectus (except for exhibits not specifically incorporated by reference in
the information), upon written or oral request and at no cost to the requester.
Any requests should be made to:

                           St. Mary Land &amp; Exploration Company
                           Attention: Richard C. Norris, Vice President-Finance
                           1776 Lincoln Street, Suite 1100
                           Denver, Colorado 80203
                           (303) 861-8140

                CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS

         This prospectus contains or incorporates by reference "forward-looking
statements" within the meaning of securities laws. These forward-looking
statements are subject to a number of risks and uncertainties, many of which are
beyond our control. All statements other than statements of historical facts
included or incorporated by reference in this prospectus, including the
statements about our strategy, future operations, financial position, estimated
revenues, projected costs, prospects, plans and objectives of management are
forward-looking statements. When used or incorporated by reference in this
prospectus, the words "will," "believe," "anticipate," "intend," "estimate,"
"expect," "project" and similar expressions are intended to identify
forward-looking statements, although not all forward-looking statements contain
such identifying words. All forward-looking statements speak only as of the date
on which they were made. Although we may from time to time voluntarily update or
revise publicly our forward-looking statements, whether as a result of new
information, future events or otherwise, we disclaim any commitment to do so
except as required by securities laws. Although we believe that our plans,
intentions and expectations reflected in or suggested by the forward-looking
statements we make or incorporate by reference in this prospectus are
reasonable, we cannot assure you that such plans, intentions or expectations
will be achieved. These cautionary statements qualify all forward-looking
statements attributable to us or persons acting on our behalf.

                      GLOSSARY OF COMMON OIL AND GAS TERMS

         The following are definitions of terms commonly used in the oil and
natural gas industry and this document.

         Unless otherwise indicated in this document, natural gas volumes are
stated at the legal pressure base of the state or area in which the reserves are
located at 60 degrees Fahrenheit. As used in this document, the following terms
have the following specific meanings: "Mcf" means thousand cubic feet, "MMcf"
means million cubic feet, "Bcf" means billion cubic feet, "Tcf" means trillion
cubic feet, "Btu" means British Thermal Unit, or the quantity of heat required

                                       49

to raise the temperature of one pound of water by one degree Fahrenheit, and
"MMBtu" means million British thermal units.

         2-D seismic or 2-D data.  Seismic data that are acquired and processed
to yield a two-dimensional cross-section of the subsurface.

         3-D seismic or 3-D data.  Seismic data that are acquired and processed
to yield a three-dimensional picture of the subsurface.

         Bbl.  One stock tank barrel, or 42 U.S. gallons liquid volume, used
herein in reference to oil or other liquid hydrocarbons.

         Bcf.  Billion cubic feet, used herein in reference to natural gas.

         BCFE.  Billion cubic feet of gas equivalent. Gas equivalents are
determined using the ratio of six Mcf of gas (including gas liquids) to one Bbl
of oil.

         BOE.  Barrels of oil equivalent. Oil equivalents are determined using
the ratio of six Mcf of gas (including gas liquids) to one Bbl of oil.

         Development well. A well drilled within the proved area of an oil or
gas reservoir to the depth of a stratigraphic horizon known to be productive in
an attempt to recover proved undeveloped reserves.

         Dry hole. A well found to be incapable of producing either oil or gas
in sufficient quantities to justify completion as an oil or gas well.

         Estimated proved reserves. The estimated quantities of oil, gas and gas
liquids which geological and engineering data demonstrate with reasonable
certainty to be recoverable in future years from known reservoirs under existing
economic and operating conditions.

         Exploratory well. A well drilled to find and produce oil or gas in an
unproved area, to find a new reservoir in a field previously found to be
productive of oil or gas in another reservoir, or to extend a known reservoir.

         Fee land. The most extensive interest that can be owned in land,
including surface and mineral (including oil and gas) rights.

         Finding cost. Expressed in dollars per BOE. Finding costs are
calculated by dividing the amount of total capital expenditures for oil and gas
activities by the amount of estimated proved reserves added during the same
period (including the effect on proved reserves of reserve revisions).

         Gross acres. An acre in which a working interest is owned.

         Gross well. A well in which a working interest is owned.

         Hydraulic fracturing. A procedure to stimulate production by forcing a
mixture of fluid and proppant (usually sand) into the formation under high
pressure. This creates artificial fractures in the reservoir rock, which
increases permeability and porosity.

         MBbl.  One thousand barrels of oil or other liquid hydrocarbons.

         MMBbl.  One million barrels of oil or other liquid hydrocarbons.

         MBOE.  One thousand barrels of oil equivalent.

         MMBOE.  One million barrels of oil equivalent.

                                       50

         Mcf.  One thousand cubic feet.

         MCFE.  One thousand cubic feet of gas equivalent. Gas equivalents are
determined using the ratio of six Mcf of gas (including gas liquids) to one Bbl
of oil.

         MMcf.  One million cubic feet.

         MMCFE.  One million cubic feet of gas equivalent. Gas equivalents are
determined using the ratio of six Mcf of gas (including gas liquids) to one Bbl
of oil.

         MMBtu.  One million British Thermal Units. A British Thermal Unit is
the heat required to raise the temperature of a one-pound mass of water one
degree Fahrenheit.

         Net acres or net wells. The sum of the fractional working interests
owned in gross acres or gross wells.

         Net asset value per share. The result of the fair market value of total
assets less total liabilities, divided by the total number of outstanding shares
of common stock.

         PV-10 value. The present value of estimated future gross revenue to be
generated from the production of estimated proved reserves, net of estimated
production and future development costs, using prices and costs in effect as of
the date indicated (unless such prices or costs are subject to change pursuant
to contractual provisions), without giving effect to non-property related
expenses such as general and administrative expenses, debt service and future
income tax expenses or to depreciation, depletion and amortization, discounted
using an annual discount rate of 10%.

         Productive well. A well that is producing oil or gas or that is capable
of production.

         Proved developed reserves. Reserves that can be expected to be
recovered through existing wells with existing equipment and operating methods.

         Proved undeveloped reserves. Reserves that are expected to be recovered
from new wells on undrilled acreage, or from existing wells where a relatively
major expenditure is required for recompletion.

         Recompletion.  The completion for production of an existing wellbore in
another formation from that in which the well has previously been completed.

         Reserve life. Expressed in years, represents the estimated proved
reserves at a specified date divided by production for the preceding 12-month
period.

         Royalty.  The interest paid to the owner of mineral rights expressed as
a percentage of gross income from oil and gas produced and sold unencumbered by
expenses.

         Royalty interest. An interest in an oil and gas property entitling the
owner to shares of oil and gas production free of costs of exploration,
development and production. Royalty interests are approximate and are subject to
adjustment.

         Undeveloped acreage. Lease acreage on which wells have not been drilled
or completed to a point that would permit the production of commercial
quantities of oil and gas, regardless of whether such acreage contains estimated
proved reserves.

         Working interest. The operating interest that gives the owner the right
to drill, produce and conduct operating activities on the property and to share
in the production.

                                       51


                                     Part II

                     Information Not Required In Prospectus

Item 14.  Other Expenses of Issuance and Distribution.

         The following table sets forth the amounts of expenses in connection
with the issuance of the securities being registered by this registration
statement which shall be borne by the registrant. All of the expenses listed
below, except the SEC registration fee, represent estimates only.


         SEC registration fee.......................................   $   9,200
         Transfer agent, trustee and depository fees and expenses...       2,000
         Printing fees and expenses.................................       5,000
         Accounting fees and expenses...............................       9,000
         Legal fees and expenses....................................      30,000
         Miscellaneous..............................................       4,800
                                                                          ------
                  Total.............................................   $  60,000
                                                                          ======

Item 15.  Indemnification of Directors and Officers.

         The registrant is a Delaware corporation. Section 145 of the Delaware
General Corporation Law contains provisions for the indemnification and
insurance of directors, officers employees and agents of a Delaware corporation
against liabilities which they may incur in their capacities as such. Those
provisions have the following general effects:

                  (a) A Delaware corporation may indemnify a person who is or
         was a director, officer, employee or agent of the corporation against
         expenses (including attorneys' fees), judgments, fines and amounts paid
         in settlement actually and reasonably incurred by such person in
         connection with any action, suit or proceeding (other than an action by
         or in the right of the corporation) if the person acted in good faith
         and in a manner such person reasonably believed to be in or not opposed
         to the best interests of the corporation and, with respect to any
         criminal action or proceeding, had no reasonable cause to believe the
         person's conduct was unlawful.

                  (b) A Delaware corporation may indemnify a person who is or
         was a director, officer, employee or agent of the corporation in an
         action or suit by or in the right of the corporation against expenses
         (including attorneys' fees) actually and reasonably incurred by such
         person in connection with the defense or settlement of such action or
         suit if the person acted in good faith and in a manner the person
         reasonably believed to be in or not opposed to the best interests of
         the corporation, except that no indemnification shall be made in
         respect of any claim, issue or matter as to which such person shall
         have been adjudged liable to the corporation (except under certain
         circumstances).

                  (c) A Delaware corporation must indemnify a present or former
         director or officer against expenses (including attorneys' fees)
         actually and reasonably incurred by such person in connection with any
         action, suit or proceeding to the extent that such person has been
         successful on the merits or otherwise in defense of the action, suit or
         proceeding.

                  (d) A Delaware corporation may purchase and maintain insurance
         on behalf of any person who is or was a director, officer, employee or
         agent of the corporation against liability asserted against such person
         and incurred by such person in any such capacity or arising from such
         person's status as such, whether or not the corporation would have the
         power to indemnify such person against such liability under Section 145
         of the Delaware General Corporation Law.

                                      II-1

         The registrant's certificate of incorporation and by-laws contain
provisions to the general effect that the registrant shall, to the fullest
extent permitted by the Delaware General Corporation Law, indemnify any person
who is or was a director or officer of the registrant against liabilities which
such person may incur in such person's capacities as such. In addition, pursuant
to Section 102(b)(7) of the Delaware General Corporation Law, the registrant's
certificate of incorporation provides that a director of the corporation shall
not be personally liable to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such provision
shall not eliminate or limit the liability of a director:

                  (a)      for any breach of the director's duty of loyalty to
         the corporation or its stockholders;

                  (b)      for acts or omissions not in good faith or which
         involve intentional misconduct or a knowing violation of law;

                  (c)      under Section 174 of the Delaware General Corporation
         Law (relating to unlawful payment of dividends or stock repurchases);
         or

                  (d)      for any transaction from which the director derived
         an improper personal benefit.

         The registrant also maintains directors' and officers' insurance
covering certain liabilities that may be incurred by directors and officers in
the performance of their duties.

         A Registration Rights Agreement dated March 13, 2002 among the
registrant, Bear, Stearns &amp; Co. Inc., Banc of America Securities LLC, RBC
Dain Rauscher Inc., A.G. Edwards &amp; Sons, Inc., McDonald Investments Inc. and
Comerica Securities, Inc. (which was filed as Exhibit 10.25 to the registrant's
Annual Report on Form 10-K for the year ended December 31, 2001) provides that a
selling securityholder included in this registration statement must indemnify
and hold harmless the registrant and its directors, officers, agents, employees
and any controlling person from and against any liability caused by any untrue
statement of a material fact or any omission of a material fact in the
information provided by that selling securityholder for inclusion in this
registration statement.

                                      II-2




Item 16.   Exhibits.

         The following exhibits are furnished as part of this registration
statement:

Exhibit
Number         Description
-------        -----------
4.1            Restated Certificate of Incorporation of St. Mary Land &amp;
               Exploration Company as amended in May 2001 (filed as Exhibit 3.1
               to the registrant's Quarterly Report on Form 10-Q (File No.
               000-20872) for the quarter ended September 30, 2001 and
               incorporated herein by reference)

4.2            Restated By-Laws of St. Mary Land &amp; Exploration Company as
               amended in July 2001 (filed as Exhibit 3.1 to the registrant's
               Quarterly Report on Form 10-Q (File No. 000-20872) for the
               quarter ended September 30, 2001 and incorporated herein by
               reference)

4.3*           Form of Stock Certificate for Shares of Common Stock

4.4            St. Mary Land &amp; Exploration Company Shareholder Rights Plan
               adopted on July 15, 1999 (filed as Exhibit 4.1 to the
               registrant's Quarterly Report on Form 10-Q/A (File No. 000-20872)
               for the quarter ended June 30, 1999 and incorporated herein by
               reference)

4.5            First Amendment to Shareholders Rights Plan dated March 15,
               2002 as adopted by the Board of Directors on July 19, 2001
               (filed as Exhibit 4.2 to the registrant's Annual Report on
               Form 10-K (File No. 000-20872) for the year ended December
               31, 2001 and incorporated herein by reference)

4.6            Registration Rights Agreement dated March 13, 2002 between St.
               Mary Land &amp; Exploration Company, Bear, Stearns &amp; Co.
               Inc., Banc of America Securities LLC, RBC Dain Rauscher Inc.,
               A.G. Edwards &amp; Sons, Inc., McDonald Investments Inc. and
               Comerica Securities, Inc. (filed as Exhibit 10.25 to the
               registrant's Annual Report on Form 10-K (File No. 000-20872) for
               the year ended December 31, 2001 and incorporated herein by
               reference)

4.7            Indenture dated March 13, 2002 between St. Mary Land &amp;
               Exploration Company and Wells Fargo Bank West, N.A. (filed as
               Exhibit 10.26 to the registrant's Annual Report on Form 10-K
               (File No.000-20872) for the year ended December 31, 2001 and
               incorporated herein by reference)

4.8            Form of 5.75% Senior Convertible Note due 2022 (included in
               Exhibit 4.7)

5.1*           Opinion of Ballard Spahr Andrews &amp; Ingersoll, LLP

8.1*           Opinion of Ballard Spahr Andrews &amp; Ingersoll, LLP

12.1*          Computation of Ratios of Earnings to Fixed Charges

23.1*          Consent of Arthur Andersen LLP, Independent Auditors

23.2*          Consents of Ballard Spahr Andrews &amp; Ingersoll, LLP (included
               in Exhibits 5.1 and 8.1)

23.3*          Consent of Ryder Scott, L.P., Independent Petroleum Engineers

24.1*          Power of Attorney (included on signature page of this
               registration statement)

25.1*          Statement of Eligibility of Trustee on Form T-1 by Wells Fargo
               Bank West, N.A.

*   Filed herewith.

                                      II-3

Item 17. Undertakings.

         (a)      Rule 415 offering.  The undersigned registrant hereby
                  undertakes:

                  (1) To file, during any period in which any offers or sales
are being made, a post-effective amendment to the registration statement:

                           (i)      To include any prospectus required by
                  Section 10(a)(3) of the Securities Act;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the registration statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the registration
                  statement. Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered (if the total dollar
                  value of securities offered would not exceed that which was
                  registered) and any deviation from the low or high end of the
                  estimated maximum offering range may be reflected in the form
                  of prospectus filed with the Commission pursuant to Rule
                  424(b) if, in the aggregate, the changes in volume and price
                  represent no more than a 20% change in the maximum aggregate
                  offering price set forth in the "Calculation of Registration
                  Fee" table in the effective registration statement; and/or

                           (iii) To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the registration statement or any material change to such
                  information in the registration statement.

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b) Filings incorporating subsequent Exchange Act documents. The
undersigned registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) Request for acceleration of effective date. Insofar as
indemnification for liabilities arising under the Securities Act of 1933 (the
"Securities Act") may be permitted to directors, officers or controlling persons
of the registrant pursuant to any provision or arrangement whereby the
registrant may indemnify a director, officer or controlling person of the
registrant against liabilities arising under the Securities Act, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person

                                      II-4

in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                      II-5


                                   Signatures

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Denver, State of Colorado, on May 20, 2002.


                                         ST. MARY LAND &amp; EXPLORATION COMPANY

                                         By:  /S/  MARK A. HELLERSTEIN
                                         -----------------------------------
                                              Mark A. Hellerstein, President
                                              and Chief Executive Officer

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas E. Congdon and Mark A.
Hellerstein, and each or any one of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration statement
and any registration statement relating to any offering made pursuant to this
registration statement that is to be effective upon filing pursuant to Rule
462(b) under the Securities Act, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or his or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

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


 /S/  THOMAS E. CONGDON       Chairman of the Board of              May 14, 2002
---------------------------   Directors and Director
Thomas E. Congdon


 /S/  MARK A. HELLERSTEIN     President, Chief Executive            May 20, 2002
---------------------------   Officer and Director
Mark A. Hellerstein


 /S/  RONALD D. BOONE         Executive Vice President, Chief       May 13, 2002
---------------------------   Operating Officer and Director
Ronald D. Boone


 /S/  RICHARD C. NORRIS       Vice President-Finance,               May 13, 2002
---------------------------   Secretary and Treasurer
Richard C. Norris


 /S/  GARRY A. WILKENING      Vice President-Administration         May 16, 2002
---------------------------   and Controller
Garry A. Wilkening

                                      II-6


                              Director                             May ___, 2002
---------------------------
Larry W. Bickle


 /S/  DAVID C. DUDLEY         Director                              May 17, 2002
---------------------------
David C. Dudley


 /S/  ROBERT L. NANCE         Director                              May 16, 2002
---------------------------
Robert L. Nance


 /S/  AREND J. SANDBULTE      Director                              May 13, 2002
---------------------------
Arend J. Sandbulte


 /S/  JOHN M. SEIDL           Director                              May 16, 2002
---------------------------
John M. Seidl


 /S/  WILLIAM J. GARDINER     Director                              May 15, 2002
---------------------------
William J. Gardiner


 /S/  JACK HUNT               Director                              May 13, 2002
---------------------------
Jack Hunt

                                      II-7


                                  EXHIBIT INDEX

Exhibit
Number              Description
-------             -----------
4.1                 Restated Certificate of Incorporation of St. Mary Land &amp;
                    Exploration Company as amended in May 2001 (filed as Exhibit
                    3.1 to the registrant's Quarterly Report on Form 10-Q (File
                    No. 000-20872) for the quarter ended September 30, 2001 and
                    incorporated herein by reference)

4.2                 Restated By-Laws of St. Mary Land &amp; Exploration Company
                    as amended in July 2001 (filed as Exhibit 3.1 to the
                    registrant's Quarterly Report on Form 10-Q (File
                    No. 000-20872) for the quarter ended September 30, 2001 and
                    incorporated herein by reference)

4.3*                Form of Stock Certificate for Shares of Common Stock

4.4                 St. Mary Land &amp; Exploration Company Shareholder Rights
                    Plan adopted on July 15, 1999 (filed as Exhibit 4.1 to the
                    registrant's Quarterly Report on Form 10-Q/A (File
                    No. 000-20872) for the quarter ended June 30, 1999 and
                    incorporated herein by reference)

4.5                 First Amendment to Shareholders Rights Plan as adopted by
                    the Board of Directors on July 19, 2001 (filed as Exhibit
                    4.2 to the registrant's Annual Report on Form 10-K (File
                    No. 000-20872) for the year ended December 31, 2001 and
                    incorporated herein by reference)

4.6                 Registration Rights Agreement dated as of March 13, 2002
                    between St. Mary Land &amp; Exploration Company and Bear,
                    Stearns &amp; Co. Inc., Banc of America Securities LLC, RBC
                    Dain Rauscher Inc., A.G. Edwards &amp; Sons, Inc., McDonald
                    Investments Inc. and Comerica Securities, Inc. (filed as
                    Exhibit 10.25 to the registrant's Annual Report on Form 10-K
                    (File No. 000-20872) for the year ended December 31, 2001
                    and incorporated herein by reference)

4.7                 Indenture dated as of March 13, 2002 between St. Mary Land
                    &amp; Exploration Company and Wells Fargo Bank West, N.A.
                    (filed as Exhibit 10.26 to the registrant's Annual Report on
                    Form 10-K (File No. 000-20872) for the year ended
                    December 31, 2001 and incorporated herein by reference)

4.8                 Form of 5.75% Senior Convertible Note due 2022 (included in
                    Exhibit 4.7)

5.1*                Opinion of Ballard Spahr Andrews &amp; Ingersoll, LLP

8.1*                Opinion of Ballard Spahr Andrews &amp; Ingersoll, LLP

12.1*               Computation of Ratios of Earnings to Fixed Charges

23.1*               Consent of Arthur Andersen LLP, Independent Auditors

23.2*               Consents of Ballard Spahr Andrews &amp; Ingersoll, LLP
                    (included in Exhibits 5.1 and 8.1)

23.3*               Consent of Ryder Scott, L.P., Independent Petroleum
                    Engineers

24.1*               Power of Attorney (included on signature page of this
                    registration statement)

25.1*               Statement of Eligibility of Trustee on Form T-1 by Wells
                    Fargo Bank West, N.A.

*   Filed herewith.

</PRE>
</BODY>
</HTML>





                                                                                                                           EXHIBIT 12.1

                                                                                                                   EXHIBIT 23.1



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>3
<FILENAME>exhibit43.htm
<DESCRIPTION>FORM OF STOCK CERT FOR SHARES OF COMMON STOCK
<TEXT>
<HTML>
<HEAD><TITLE>Exhibit 4.3 05/20/02 Form S-3</TITLE></HEAD>
<BODY>
<PRE>                                                                     EXHIBIT 4.3

                                     [FRONT]


NUMBER                           [GRAPHIC DESIGN]                      SHARES
[SPECIMEN]                                                            [SPECIMEN]

CAPITAL STOCK                                                   SEE REVERSE FOR
                                                             CERTAIN DEFINITIONS

                       ST. MARY LAND &amp; EXPLORATION COMPANY
              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

                  100,000,000 SHARES AUTHORIZED, PAR VALUE $.01
                                CUSIP 792228 10 8


THIS CERTIFIES THAT [SPECIMEN]



IS THE OWNER OF [SPECIMEN]

           FULLY PAID AND NONASSESSABLE SHARES OF THE CAPITAL STOCK OF
                       ST. MARY LAND &amp; EXPLORATION COMPANY

transferable only on the books of the Corporation by the holder hereof in person
or by Attorney upon surrender of this Certificate properly endorsed.

         In Witness Whereof, the said Corporation has caused this Certificate to
be signed by its duly authorized officers and to be sealed with the Seal of the
Corporation.

Dated:


----------------------------     [CORPORATE SEAL]    ---------------------------
RICHARD C. NORRIS, TREASURER                         MARK HELLERSTEIN, PRESIDENT


                                               COUNTERSIGNED AND REGISTERED:

                                               Computershare Trust Company, Inc.
                                               P. O. Box 1596
                                               Denver, Colorado 80201

                                               By:
                                                  ------------------------------
                                                  Transfer Agent &amp; Registrar
                                                  Authorized Signature



                                     [BACK]

                       ST. MARY LAND &amp; EXPLORATION COMPANY


         The following abbreviations when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

  TEN COM - as tenants in common              UNIF GIFT MIN ACT -   Custodian
  TEN ENT - as tenants by the entireties                        ----------------
  JT TEN  - as joint tenants with right of                     (Cust)    (Minor)
            survivorship and not as tenants
            in common                              under Uniform Gifts to Minors
                                                   Act
                                                      -----------------------
                                                             (State)

    Additional abbreviations may also be used though not in the above list.

For Value Received,                        hereby sell, assign and transfer unto
                   -----------------------
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

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

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

--------------------------------------------------------------------------------
 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

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

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

                                                          Shares of Common Stock
----------------------------------------------------------
represented by the within Certificate, and do hereby irrevocably constitute and
appoint

                                                attorney-in-fact to transfer the
-----------------------------------------------
said stock on the books of the within-named Corporation, with full power of
substitution in the premises.

Dated
      -------------------

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

                               -------------------------------------------------
                               NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST
                                       CORRESPOND WITH THE NAME(S) AS WRITTEN
                                       UPON THE FACE OF THE CERTIFICATE IN EVERY
                                       PARTICULAR WITHOUT ALTERATION OR
                                       ENLARGEMENT OR ANY CHANGE WHATSOEVER.

Signature(s) Guaranteed:

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

The signature(s) must be guaranteed by an eligible guarantor institution (Banks,
Stockbrokers, Savings and Loan Associations and Credit Unions with membership in
an approved signature guarantee Medallion Program), pursuant to S.E.C. Rule
17Ad-15.

                                       2

</PRE>
</BODY>
</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>4
<FILENAME>exhibit51.htm
<DESCRIPTION>OPINION OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP
<TEXT>
<HTML>
<HEAD><TITLE>Exhibit 5.1 5/20/02 Form S-3</TITLE></HEAD>
<BODY>
<PRE>                                                                EXHIBIT 5.1
                                                                                                                         EXHIBIT 5.1
             [LETTERHEAD OF BALLARD SPAHR ANDREWS &amp; INGERSOLL, LLP]

                                                   May 17, 2002

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

         Re:   Registration Statement on Form S-3
               ----------------------------------
Ladies and Gentlemen:

         We have acted as counsel to St. Mary Land &amp; Exploration Company, a
Delaware corporation (the "Company"), and are rendering this opinion in
connection with the filing of a Registration Statement on Form S-3 (the
"Registration Statement") by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act"),
relating to the registration by the Company of (i) $100,000,000 aggregate
principal amount of its 5.75% Senior Convertible Notes due 2022 (the "Notes")
and (ii) 3,846,153 shares of the Company's common stock, par value $.01 per
share, issuable upon conversion of the Notes (the "Conversion Shares"), all of
which are to be sold by certain holders of the Notes or the Conversion Shares as
described in the Registration Statement. The Notes were issued under an
Indenture dated as of March 13, 2002 (the "Indenture") between the Company and
Wells Fargo Bank West, N.A. (the "Trustee"), which Indenture by the terms
thereof is governed by the laws of the State of New York.

         The Notes were initially sold by the Company in reliance on Section
4(2) of the Securities Act and may be resold or delivered from time to time as
set forth in the Registration Statement, any amendment thereto and the
prospectus contained therein pursuant to Rule 415 under the Securities Act.

         In our capacity as counsel, we have examined the Registration
Statement, and the Indenture, copies of the Notes originally issued under the
Indenture on March 13, 2002 and March 18, 2002, and a form of certificate for
common stock of the Company, which have been filed as exhibits to the
Registration Statement. We have also examined originals or copies, certified or
otherwise identified to our satisfaction, of such agreements, documents,
instruments, and corporate records, and such certificates or comparable
documents of public officials and officers and representatives of the Company
and have made such inquiries of such officers and representatives and have
considered such matters of law as we have deemed appropriate as the basis for
the opinions hereinafter set forth. In giving this opinion, we have assumed the
authenticity of all documents presented to us as originals, the conformity with
the originals of all documents presented to us as copies and the genuineness of
all signatures. In making our examination of documents executed by parties other
than the Company, we have assumed that such parties had the power (including,
without limitation, corporate power where applicable) and authority to enter
into and perform all obligations thereunder, the due authorization, execution
and delivery by such parties of each such document, and that such documents
constitute legal, valid and binding obligations of each such party, enforceable
against each such party in accordance with their respective terms, including
that the Indenture is a legal, valid and binding obligation of the Trustee.

         Based upon and subject to the limitations, qualifications and
assumptions set forth herein, we are of the opinion that:

                  1. The Notes have been duly authorized, executed and issued by
         the Company and, assuming that they have been duly authenticated by the
         Trustee, constitute legal, valid and binding obligations of the
         Company, enforceable against the Company in accordance with their
         terms.

                  2. The Conversion Shares, when issued upon conversion of the
         Notes in accordance with the terms of the Indenture, will be validly
         issued, fully paid and nonassessable.


St. Mary Land &amp; Exploration Company
May 17, 2002
Page 2

         Our opinion set forth in paragraph 1 above is subject to the effect of
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance, fraudulent transfer, marshalling or similar laws affecting
creditors' rights and remedies generally, and general principles of equity,
including without limitation, concepts of materiality, reasonableness, good
faith and fair dealing (regardless of whether considered in a proceeding in
equity or at law).

         We express no opinion as to the laws of any jurisdiction other than the
General Corporation Law of the State of Delaware including applicable provisions
of the Delaware Constitution and reported judicial decisions on such law and the
laws of the State of New York.

         We hereby consent to the sole use of this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading "Legal
Matters" in the prospectus included therein. This opinion is not to be used,
circulated, quoted, referred to or relied upon by any other person or for any
other purpose without our prior written consent.

                                      Very truly yours,

                                 /S/  BALLARD SPAHR ANDREWS &amp; INGERSOLL, LLP
</PRE>
</BODY>
</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-8
<SEQUENCE>5
<FILENAME>exhibit81.htm
<DESCRIPTION>OPINION OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP
<TEXT>
<HTML>
<HEAD><TITLE>Exhibit 8.1 5/20/02 Form S-3</TITLE></HEAD>
<BODY>
<PRE>                                                                EXHIBIT 8.1                                                        EXHIBIT 8.1

             [LETTERHEAD OF BALLARD SPAHR ANDREWS &amp; INGERSOLL, LLP]


                                                  May 17, 2002

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

         Re:      Registration Statement on Form S-3
                  ----------------------------------
Ladies and Gentlemen:

         We have acted as counsel to St. Mary Land &amp; Exploration Company, a
Delaware corporation (the "Company"), and are rendering this opinion in
connection with the filing of a Registration Statement on Form S-3 (the
"Registration Statement") by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating to the
registration by the Company of (i) $100,000,000 aggregate principal amount of
its 5.75% Senior Convertible Notes due 2022 (the "Notes") and (ii) 3,846,153
shares of the Company's common stock, par value $.01 per share, issuable upon
conversion of the Notes (the "Conversion Shares"), all of which are to be sold
by certain holders of the Notes or the Conversion Shares as described in the
Registration Statement. The Notes were issued under an Indenture dated as of
March 13, 2002 (the "Indenture") between the Company and Wells Fargo Bank West,
N.A.

         In our capacity as counsel, we have examined the Registration Statement
and the Indenture. We have also examined originals or copies, certified or
otherwise identified to our satisfaction, of such agreements, documents,
instruments, and corporate records, and such certificates or comparable
documents of public officials and officers and representatives of the Company
and have made such inquiries of such officers and representatives and have
considered such matters of law as we have deemed appropriate as the basis for
the opinion hereinafter set forth. In giving this opinion, we have assumed the
authenticity of all documents presented to us as originals, the conformity with
the originals of all documents presented to us as copies and the genuineness of
all signatures.

         Based upon the foregoing, and subject to the limitations,
qualifications and assumptions set forth herein, we are of the opinion that the
statements set forth under the heading "Certain United States Federal Income Tax
Considerations" in the prospectus included in the Registration Statement,
insofar as such statements are a summary of United States federal tax law and
regulations or legal conclusions with respect thereto, constitute an accurate
summary of the matters described therein in all material respects.

         Our opinion is based upon the Internal Revenue Code of 1986, the
Treasury regulations promulgated thereunder (proposed, temporary and final),
interpretive pronouncements by the Internal Revenue Service and other relevant
legal authorities, all as in effect on the date hereof. We note that all such
legal authorities are subject to change, either prospectively or retroactively,
and we are not undertaking hereby any obligation to advise you of any changes in
the applicable law subsequent to the date hereof which could affect our opinion.
We also note that our opinion is not binding on the Internal Revenue Service,
which could take a position contrary to our opinion.

         We express no opinion as to any laws other than the federal tax laws of
the United States.

         We hereby consent to the sole use of this opinion as an exhibit to the
Registration Statement and to the use of our name under the headings "Certain
United States Federal Income Tax Considerations" and "Legal Matters" in the
prospectus included therein. This opinion is not to be used, circulated, quoted,
referred to or relied upon by any other person or for any other purpose without
our prior written consent.

                                      Very truly yours,

                                 /S/  BALLARD SPAHR ANDREWS &amp; INGERSOLL, LLP
</PRE>
</BODY>
</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12
<SEQUENCE>6
<FILENAME>exhibit121.htm
<DESCRIPTION>COMP OF RATIOS OF EARNINGS TO FIXED CHARGES
<TEXT>
<HTML>
<HEAD><TITLE>Exhibit 12.1 5/20/02 Form S-3</TITLE></HEAD>
<BODY>
<PRE>                                                                    EXHIBIT 12.1

                       St. Mary Land &amp; Exploration Company
               Computation of Ratios of Earnings to Fixed Charges
                             (dollars in thousands)

                                   Three Months Ended March 31,                           Years Ended December 31,
                                 -------------------------------    -----------------------------------------------------------
                                         2002              2001              2001             2000     1999      1998     1997
                                 ---------------------    ------    ---------------------    ------   ------    ------   ------
                                 Historical  Pro Forma(1)           Historical Pro Forma(1)
                                 ----------  ---------              ---------- ----------
Earnings:
 Income (loss) from
  continuing operations             $ 2,318    $ 1,973   $20,393       $40,459    $38,559   $55,620  $    82  $ (8,831) $22,621
 Income tax expense (benefit)         1,122        955    11,481        21,829     20,738    33,667     (406)   (5,415)  12,325
 Total fixed charges                    619      1,132       251           904      4,561     1,043    1,451     1,854    1,315
 Less capitalized interest               90         90       147           473      1,139       548      270         -        -
                                    -------    -------   -------       -------    -------   -------  -------  --------  -------
Total earnings                      $ 3,969    $ 3,970   $31,978       $62,719    $62,719   $89,782  $   857  $(12,392) $36,261
                                    =======    =======   =======       =======    =======   =======  =======  ========  =======

Fixed charges:
 Interest expense                   $   529    $ 1,042     $ 104       $   431    $ 3,422   $   495  $ 1,181   $ 1,854  $ 1,315
 Capitalized interest                    90         90       147           473      1,139       548      270         -
                                    -------    -------   -------       -------    -------   -------  -------   -------  -------                                                                                                                                                                                                                                         --       --
Total fixed charges                 $   619    $ 1,132   $   251       $   904    $ 4,561   $ 1,043  $ 1,451   $ 1,854  $ 1,315
                                    =======    =======   =======       =======    =======   =======  =======   =======  =======

Ratio of earnings to fixed              6.4        3.5     127.4          69.4       13.8      86.1      0.6(2)   (6.7)(2) 27.6
 charges


Note:    For purposes of computing St. Mary Land &amp; Exploration Company's
         ratios of earnings to fixed charges, "earnings" represent pretax
         earnings from continuing operations plus fixed charges (excluding
         capitalized interest). "Fixed charges" represent interest expensed and
         capitalized. Interest expense includes the portion of operating rental
         expense that St. Mary believes is representative of the interest
         component of rental expense.

(1)  Gives pro forma effect to (a) the use of proceeds from the issuance in
     March 2002 of $100 million total principal amount of 5.75% senior
     convertible notes due 2022 to repay $50.45 million in outstanding debt
     under St. Mary's revolving credit facility and (b) a five-year fixed
     rate-to-floating rate interest swap entered into with respect to $50
     million of the notes. The floating interest rate under the swap for each
     applicable six-month period will be the London interbank offered rate plus
     0.38%. For the initial six-month calculation period this rate is 2.69%.

(2)  Earnings in 1999 and 1998 were inadequate to cover fixed charges, with a
     deficiency of $0.6 million and $14.3 million, respectively.
</PRE>
</BODY>
</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>7
<FILENAME>exhibit231.htm
<DESCRIPTION>CONSENT OF ARTHUR ANDERSEN LLP, IND AUDITORS
<TEXT>
<HTML>
<HEAD><TITLE>Exhibit 23.1 5/20/02 Form S-3</TITLE></HEAD>
<BODY>
<PRE>                                                               EXHIBIT 23.1

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


         As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
February 18, 2002 included in St. Mary Land &amp; Exploration Company's Annual
Report on Form 10-K/A for the year ended December 31, 2001 and to all
references to our Firm included in this registration statement.




                                                  /S/ ARTHUR ANDERSEN LLP


Denver, Colorado,
May 17, 2002.



</PRE>
</BODY>
</HTML>                                                                                                                           EXHIBIT 23.3


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>8
<FILENAME>exhibit233.htm
<DESCRIPTION>CONSENT OF RYDER SCOTT, L.P., IND PETROLEUM ENG
<TEXT>
<HTML>
<HEAD><TITLE>Exhibit 23.3 5/20/02 Form S-3</TITLE></HEAD>
<BODY>
<PRE>                                                               EXHIBIT 23.3

                   CONSENT OF INDEPENDENT PETROLEUM ENGINEERS


The undersigned hereby consents to the incorporation by reference in the St.
Mary Land &amp; Exploration Company Registration Statement on Form S-3 (File No.
333-__________) of information contained in our reserve reports as of January 1,
2000, 2001 and 2002 setting forth estimates of revenues from St. Mary Land &amp;
Exploration Company's oil and gas reserves. We also consent to the reference to
this firm under the caption "Independent Petroleum Engineers" and elsewhere in
the prospectus included in the registration statement.


                                         /S/ RYDER SCOTT COMPANY, L.P
                                        ------------------------------------
                                        Ryder Scott Company, L.P.


Denver, Colorado
May 16, 2002

</PRE>
</BODY>
</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25
<SEQUENCE>9
<FILENAME>exhibit251.htm
<DESCRIPTION>STATEMENT OF ELIG OF TRUSTEE ON FORM T-1
<TEXT>
 <HTML>
<HEAD><TITLE>Exhibit 25.1 5/20/02 Form S-3</TITLE></HEAD>
<BODY>
<PRE>                                                               EXHIBIT 25.1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form T-1

       STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

              CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A
                    TRUSTEE PURSUANT TO SECTION 305(b)(2) [ ]

                           Wells Fargo Bank West, N.A.
               (Exact name of trustee as specified in its charter)

            Not applicable                                            84-0187632
     (Jurisdiction of incorporation or                          (I.R.S. Employer
organization if not a U.S. national bank)                 Identification Number)

                1740 Broadway
               Denver, Colorado                                           80274
(Address of principal executive offices)                              (Zip Code)



                           Wells Fargo Bank West, N.A.
                            c/o Wells Fargo &amp; Company
                          Law Department/Trust Section
                                  MAC N9305-172
                          Sixth &amp; Marquette, 17th Floor
                              Minneapolis, MN 55479
                                 (612) 667-6725
            (Name, address and telephone number of agent for service)


                       St. Mary Land &amp; Exploration Company
               (Exact name of obligor as specified in its charter)

             Delaware                                                 41-0518430
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                            Identification Number)

      1776 Lincoln Street, Suite 1100
                Denver, Colorado                                           80203
(Address of principal executive offices)                              (Zip Code)

                     5.75% Senior Convertible Notes due 2022
                         (Title of indenture securities)


Item 1.  General information.

         Furnish the following information as to the trustee:

         a.   Name and address of each examining or supervising authority to
              which it is subject.

              Name                                   Address
              ----                                   -------
              Comptroller of the Currency            Independence Square
                                                     250 E Street, S.W.
                                                     Washington, D.C. 20219-0001

              Federal Reserve Bank of Denver         1020 16th Street
                                                     Denver, Colorado 80202

              Federal Deposit Insurance Corporation  Washington, D.C 20429

         b.       Whether it is authorized to exercise corporate trust powers.

                  The trustee is authorized to exercise corporate trust powers.

Item 2. Affiliations with the obligor. If the obligor is an affiliate of the
        trustee, describe each such affiliation.

         The obligor is not an affiliate of the trustee.

Items 3-14.

         Pursuant to the provisions of General Instruction B. to Form T-1,
         responses are not required for Items 3-15 of Form T-1 in this statement
         of eligibility since the obligor is not in default on any securities
         issued under indentures under which the trustee is a trustee.

Item 15. Foreign Trustee   Not applicable.

Item 16.  List of exhibits.

         List below all exhibits filed as a part of this statement of
         eligibility.

         1.*  A copy of the articles of association of the trustee as now in
              effect.

         2.*  A copy of the certificate of authority of the trustee to commence
              business.

         3.*  A copy of the authorization of the trustee to exercise
              corporate trust powers (a copy of the Comptroller of the
              Currency Certificate of Corporate Existence (with Fiduciary
              Powers) for Wells Fargo Bank West, N.A.).

         4.*  A copy of the existing By-laws of the trustee now in effect.

         5.   Not applicable.

         6.*  The consent of United States institutional trustee required by
              Section 321(b) of the Act.

         7.*  A copy of the latest report of condition of the trustee published
              pursuant to law or the requirements of its supervising or
              examining authority.

                                       2

         8.   Not applicable.

         9.   Not applicable.

         *  Filed herewith.

                                       3



                                    SIGNATURE

         Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, Wells Fargo Bank West, N.A., a national banking association organized
and existing under the laws of the United States of America, has duly caused
this statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of Denver and State of Colorado, on
the 17th day of May, 2002.

                                       WELLS FARGO BANK WEST, N.A.

                                       By: /S/  GRETCHEN L. MIDDENTS
                                       ---------------------------------------
                                           Gretchen L. Middents, Vice President

                                       4


                                                            Exhibt 1 to Form T-1                                                                  Exhibit 1 to Form T-1

                             ARTICLES OF ASSOCIATION
                                       OF
                   WELLS FARGO BANK WEST, NATIONAL ASSOCIATION


         FIRST. The name and title of this Association shall be Wells Fargo Bank
West, National Association; the Association in conjunction with its said legal
name may also use Wells Fargo Bank West, N.A.

         SECOND. The main office of this Association shall be in the City of
Denver, County of Denver, State of Colorado. The general business of the
Association shall be conducted at its main office and its branches, if any.

         THIRD. The Board of Directors of this Association shall consist of not
less than five nor more than twenty-five persons, the exact number to be fixed
and determined from time to time by resolution of a majority of the full Board
of Directors or by resolution of the shareholders at any annual or special
meeting thereof.

         Each director, during the full term of his or her directorship, shall
own a minimum of $1,000 par value of stock of this Association or an equivalent
interest, as determined by the Comptroller of the Currency, in any company which
has control over this Association within the meaning of Section 2 of the Bank
Holding Company Act of 1956.

         The Board of Directors, by the vote of a majority of the full Board,
may, between annual meetings of shareholders, fill vacancies created by the
death, incapacity or resignation of any director and by the vote of a majority
of the full Board may also, between annual meetings of shareholders, increase
the membership of the Board by not more than four members and by like vote
appoint qualified persons to fill the vacancies created thereby; provided,
however, that at no time shall there be more than twenty-five directors of this
Association; and provided further, however, that not more than two members may
be added to the Board of Directors in the event that the total number of
directors last elected by shareholders was fifteen or less.

         FOURTH. The annual meeting of the shareholders for the election of
directors and the transaction of whatever other business may be brought before
said meeting shall be held at the main office, or such other place as the Board
of Directors may designate, on the day of each year specified therefor in the
Bylaws, but if no election is held on that day, it may be held on any subsequent
day according to the provisions of law; and all elections shall be held
according to such lawful regulations as may be prescribed by the Board of
Directors.

         FIFTH. The amount of capital stock of this Association shall be One
Hundred Million Dollars ($100,000,000), divided into 1,000,000 shares of common
stock of the par value of One Hundred Dollars ($100.00) each; but said capital
stock may be increased or decreased from time to time, in accordance with the
provisions of the laws of the United States.

         No holder of shares of the capital stock of any class of this
Association shall have any pre-emptive or preferential right of subscription to
any shares of any class of stock of this Association, whether now or hereafter
authorized, or to any obligations convertible into stock of this Association,
issued or sold, nor any right of subscription to any thereof other than such, if
any, as the Board of Directors, in its discretion, may from time to time
determine and at such price as the Board of Directors may from time to time fix.

         The Association, at any time and from time to time, may authorize and
issue debt obligations, whether or nor subordinated, without the approval of the
shareholders.

         SIXTH. The Board of Directors shall appoint one of its members
President of this Association, who shall act as Chairman of the Board, unless
the Board appoints another director to act as Chairman. In the event the Board
of Directors shall appoint a President and a Chairman, the Board shall designate
which person shall act as the chief executive officer of this Association. The
Board of Directors shall have the power to appoint one or more Vice Presidents
and to appoint a Cashier and such other officers and employees as may be
required to transact the business of this Association.

         The Board of Directors shall have the power to define the duties of the
officers and employees of this Association; to fix the salaries to be paid to
them; to dismiss them; to require bonds from them and to fix the penalty
thereof, to regulate the manner in which the increase of the capital of this
Association shall be made; to manage and administer the business and affairs of
this Association; to make all Bylaws that it may be lawful for them to make; and
generally to do and perform all acts that it may be legal for a Board of
Directors to do and perform.

         SEVENTH. The Board of Directors shall have the power to change the
location of the main office to any other place within the limits of the City of
Denver, without the approval of the shareholders but subject to the approval of
the Comptroller of the Currency; and shall have the power to establish or change
the location of any branch or branches of this Association to any other
location, without the approval of the shareholders but subject to the approval
of the Comptroller of the Currency.

         EIGHTH. The corporate existence of this Association shall continue
until terminated in accordance with the laws of the United States.

         NINTH. The Board of Directors, the Chairman, the President, or any one
or more shareholders owning, in the aggregate, not less than 25 percent of the
stock of this Association, may call a special meeting of shareholders at any
time. Unless otherwise provided by the laws of the United States, a notice of
the time, place, and purpose of every annual and special meeting of the
shareholders shall be given by first-class mail, postage prepaid, mailed at
least ten days prior to the date of such meeting to each shareholder of record
at his or her address as shown upon the books of this Association. Any action
required or permitted to be taken at an annual or special meeting of the
shareholders of the Association may be taken without prior written notice and
without any meeting if such action is taken by written action, containing a
waiver of notice, signed by all of the shareholders entitled to vote on that
action.
         TENTH.  To the extent permitted by applicable law and regulation:

         (a) Elimination of Certain Liability of Directors. A director of the
             ---------------------------------------------
Association shall not be personally liable to the Association or its
shareholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Association or its shareholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit.

         (b)(1) Right to Indemnification. Each person who was or is made a party
                ------------------------
or is threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or officer
of the Association or is or was serving at the request of the Association as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding is alleged action
or inaction in an official capacity as a director, officer, employee, or agent
or in any other capacity while serving as a director, officer, employee or
agent, shall be indemnified and held harmless by the Association to the fullest
extent authorized by the Delaware General Corporation Law, as the same exists or
may hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Association to provide broader
indemnification rights than said law permitted the Association to provide prior
to such amendment), against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid or to be paid in settlement except to the extent prohibited by 12 CFR
7.5217(b)) reasonably incurred or suffered by such person in connection
therewith and such indemnification shall continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure to the benefit of
his or her heirs, executors and administrators; provided, however, that the
Association shall indemnify any such person seeking indemnification in
connection with a proceeding (or part thereof) initiated by such person only if
such proceeding (or part thereof) was authorized by the Board of Directors of
the Association. The right to indemnification conferred in this paragraph (b)
shall be a contract right and shall include the right to be paid by the
Association the expenses incurred in defending any such proceeding in advance of
its final disposition; provided, however, that, if the Delaware General
Corporation Law requires, the payment of such expenses incurred by a director of
officer in his or her capacity as a director or officer (and not in any other
capacity in which service was or is rendered by such person while a director or
officer, including, without limitation, service to an employee benefit plan) in
advance of the final disposition of a proceeding, shall be made only upon
delivery to the Association of an undertaking, by or on behalf of such director
or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director of officer is not entitled to be indemnified under
this paragraph (b) or otherwise. The Association may, by action of its Board of
Directors, provide indemnification to employees and agents of the Association
with the same scope and effect as the foregoing indemnification of directors and
officers.

            (2) Non-Exclusivity of Rights. The right to indemnification and the
                -------------------------
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this paragraph (b) shall not be exclusive of any other
right which any person may have or hereafter acquire under any statute,
provision of the Articles of Association, by-law, agreement, vote of
shareholders or disinterested directors or otherwise.

            (3) Insurance. Except to the extent prohibited by 12 CFR 7.5217(d),
                ---------
the Association may maintain insurance, at its expense, to protect itself and
any director, officer, employee or agent of the Association or another
corporation, partnership, joint venture, trust or other enterprise against any
such expense, liability or loss, whether or not the Association would have the
power to indemnify such person against such expense, liability or loss under the
Delaware General Corporation Law.

         ELEVENTH. These Articles of Association may be amended at any regular
or special meeting of the shareholders by the affirmative vote of the holders of
a majority of the stock of this Association, unless the vote of the holders of a
greater amount of stock is required by law, and in that case by the vote of
holders of such greater amount.



                                                                                                                  Exhibit 2 to Form T-1
                                                           Exhibit 2 to Form T-1

                           COMPTROLLER OF THE CURRENCY
                    TREASURY DEPARTMENT OF THE UNITED STATES
                                Washington, D.C.


         WHEREAS, satisfactory evidence has been presented to the Comptroller of
the Currency that all requisite legal and corporate action has been taken by The
Denver National Bank, Denver, Colorado, and The United States National Bank of
Denver, Denver, Colorado, in accordance with the statutes of the United States,
to consolidate those two banking institutions under the charter of The Denver
National Bank and under the title "Denver United States National Bank," with
capital stock of $8,000,000;
         NOW, THEREFORE, it is hereby certified that such consolidation is
approved, effective as of the close of business December 31, 1958.

                                               IN TESTIMONY WHEREOF, witness my
                                               signature and seal of office this
                                               31st day of December 1958.

                                                     /S/  [ILLEGIBLE]
                                                     Comptroller of the Currency
                                                     Charter No. 3269
                                                     Consolidation No. 886



                       [Comptroller of the Currency Logo]


                             Certificate of Approval
                             -----------------------

         Whereas, notice has been transmitted to the Comptroller of the Currency
certifying that all requisite legal action has been taken by Denver United
States National Bank, located in Denver, State of Colorado in compliance with
Title 12, U.S.C., Section 30, to change the name of that association to "United
Bank of Denver National Association";
         Therefore, it is hereby certified that such change of name of said
association is approved, effective August 31, 1970.

                                                  /S/  WILLIAM B. CAMP
                                                William B. Camp
                                                  Comptroller of the Currency
                         [SEAL]


                                                  Charter No. 3269




[Logo]

--------------------------------------------------------------------------------
Comptroller of the Currency
Administrator of National Banks
--------------------------------------------------------------------------------
Washington, D.C. 20219


                                   CERTIFICATE
                                   -----------
I, Stephen R. Steinbrink, Acting Comptroller of the Currency, do hereby certify
that:

1.   The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq.,
     as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and
     control of all records pertaining to the chartering, regulation and
     supervision of all National Banking Associations.

2.   Effective April 27, 1992 the titles of the attached Thirty Seven National
     Banking Associations, located in the State of Colorado were changed as
     shown on the attached Exhibit A.


                                         IN TESTIMONY WHEROF, I have hereunto
                                         subscribed my name and caused my seal
                                         of office to be affixed to these
                                         presents at the Treasury Department, in
                                         the City of Washington and District of
                                         Columbia, this 14th day of May, 1992.


                                             /S/  STEPHEN R. STEINBRINK
                                         ----------------------------------
                                         Acting Comptroller of the Currency


                          [SEAL]



Legal Name Prior to April 27, 1992                        Charter #    Legal Name Effective April 27, 1992
----------------------------------                        ---------    -----------------------------------

United Bank of Academy Place National Association         17891        Norwest Bank Academy Place, National Association
United Bank of Arapahoe National Association              17017        Norwest Bank Arapahoe, National Association
United Bank of Arvada National Association                16747        Norwest Bank Arvada, National Association
United Bank of Aurora National Association                21822        Norwest Bank Aurora, National Association
United Bank of Aurora-City Center National Association    18034        Norwest Bank Aurora-City Center, National
                                                                       Association
United Bank of Aurora-South National Association          21824        Norwest Bank Aurora-South, National Association
United Bank of Bear Valley National Association           15332        Norwest Bank Bear Valley, National Association
United Bank of Boulder National Association               2355         Norwest Bank Boulder, National Association
United Bank of Brighton National Association              21831        Norwest Bank Brighton, National Association
United Bank of Broomfield National Association            21825        Norwest Bank Broomfield, National Association
United Bank of Buckingham Square National Association     16244        Norwest Bank Buckingham Square, National
                                                                       Association
United Bank of Cherry Creek National Association          17361        Norwest Bank Cherry Creek, National Association
United Bank of Colorado Springs National Association      8572         Norwest Bank Colorado Springs, National Association
United Bank of Colorado Springs-East National             15378        Norwest Bank Colorado Springs-East, National
Association                                                            Association
United Bank of Delta National Association                 15321        Norwest Bank Delta, National Association
United Bank of Denver National Association                3269         Norwest Bank Denver, National Association
United Bank of Durango National Association               18761        Norwest Bank Durango, National Association
United Bank of Fort Collins National Association          7837         Norwest Bank Fort Collins, National Association
United Bank of Fort Collins-South National Association    16909        Norwest Bank Fort Collins-South, National
                                                                       Association
United Bank of Garden of the Gods National Association    18762        Norwest Bank Garden of the Gods, National
                                                                       Association
United Bank of Grand Junction National Association        15317        Norwest Bank Grand Junction, National Association
United Bank of Grand Junction-Downtown National           18749        Norwest Bank Grand Junction-Downtown, National
Association                                                            Association
United Bank of Greeley National Association               3148         Norwest Bank Greeley, National Association
United Bank of Highlands Ranch National Association       17887        Norwest Bank Highlands Ranch, National Association
United Bank of Lakewood National Association              15079        Norwest Bank Lakewood, National Association
United Bank of LaSalle National Association               15275        Norwest Bank LaSalle, National Association
United Bank of Littleton National Association             21829        Norwest Bank Littleton, National Association
United Bank of Longmont National Association              17481        Norwest Bank Longmont, National Association
United Bank of Monaco National Association                16475        Norwest Bank Monaco, National Association
United Bank of Montrose National Association              4007         Norwest Bank Montrose, National Association
United Bank of Northglenn National Association            15203        Norwest Bank Northglenn, National Association
United Bank of Pueblo National Association                21776        Norwest Bank Pueblo, National Association
United Bank of Southglenn National Association            15433        Norwest Bank Southglenn, National Association
United Bank of Southwest Plaza National Association       17088        Norwest Bank Southwest Plaza, National Association
United Bank of Steamboat Springs National Association     14400        Norwest Bank Steamboat Springs, National
                                                                       Association
United Bank of Sterling National Association              21827        Norwest Bank Sterling, National Association
United Bank of Sunset Park National Association           15003        Norwest Bank Sunset Park, National Association






                                                        STATE OF COLORADO
--------------------------------------------------------------------------------

Department of Regulatory Agencies
Steven V. Berson                                                   [SEAL]
Executive Director
                                                               ---------------
DIVISION OF BANKING                                            Roy Romer
Barbara M.A. Walker                                            Governor
State Bank Commissioner

James T. Dillon
Chief Deputy Bank Commissioner


February 20, 1992


C. William West, Vice President &amp;
   Assistant General Counsel
Norwest Corporation
1700 Broadway, 20th Floor
Denver, CO  80274

Dear Mr. West:

The Colorado State Banking Board, at the February 20, 1992 meeting, approved the
request of Norwest Corporation to change the name of each of its 40 Colorado
banking subsidiaries by replacing the work "United" with "Norwest" in the name
of each subsidiary. It is understood that on or about April 27, 1992, the bank
names will become:

         Norwest Bank Academy Place, National Association
         Norwest Bank Arapahoe, National Association
         Norwest Bank Arvada, National Association
         Norwest Bank Aurora, National Association
         Norwest Bank Aurora-City Center, National Association
         Norwest Bank-South, National Association
         Norwest Bank Bear Valley, National Association
         Norwest Bank Boulder, National Association
         Norwest Bank Brighton, National Association
         Norwest Bank Broomfield, National Association
         Norwest Bank Buckingham Square, National Association
         Norwest Bank Cherry Creek, National Association
         Norwest Bank Colorado Springs, National Association
         Norwest Bank Colorado Springs-East, National Association
         Norwest Bank Delta, National Association
         Norwest Bank Denver, National Association
         Norwest Bank Durango, National Association
         Norwest Bank Fort Collins, National Association
         Norwest Bank Fort Collins-South, National Association
         Norwest Bank Garden of the Gods, National Association
         Norwest Bank Grand Junction, National Association
         Norwest Bank Grand Junction-Downtown, National Association
         Norwest Bank Greeley, National Association

C. William West, Vice President &amp;
 Assistant General Counsel
Page 2
February 20, 1992


         Norwest Bank Highlands Ranch, National Association
         United Bank of Ignacio National Association
         Norwest Bank Lakewood, National Association
         Norwest Bank LaSalle, National Association
         Norwest Bank Littleton, National Association
         Norwest Bank Longmont, National Association
         Norwest Bank Monaco, National Association
         Norwest Bank Montrose, National Association
         Norwest Bank Northglenn, National Association
         Norwest Bank Pueblo, National Association
         Norwest Bank Skyline, National Association
         Norwest Bank Southglenn, National Association
         Norwest Bank Southwest Plaza, National Association
         Norwest Bank Steamboat Springs, National Association
         Norwest Bank Sterling, National Association
         Norwest Bank Sunset Park, National Association
         Norwest Bank Westminster, National Association

In taking this action, the Banking Board relief on representations and
information supplied by you and members of your organization. All information
submitted to the Colorado Division of Banking will be retained in our file.

On behalf of the Banking Board and the Division of Banking Staff, let me thank
you for your cooperation in this matter.

Sincerely,

FOR:  COLORADO STATE BANKING BOARD


      /S/  J. ROBERT YOUNG
-----------------------------------
J. Robert Young, Chairman

JRY/LSW/scj/1342s

c:       Office of the Comptroller of the Currency, San Francisco, California






                     9400022723 1994/02/07 14:36:24 1/ 3 LET
                  ARIE P. TAYLOR - DENVER COUNTY 15.00 .00 AWE
                                                                        01219137
                                                                BOOK 4256 PG 590

[Logo]   B1219137  BK  4256  PG  590  --  592  02/10/94  08:00
                  ROBERT SACK ADAMS CTY CO REC 15.00 DOC 00.00

--------------------------------------------------------------------------------
Comptroller of the Currency
Administrator of National Banks
--------------------------------------------------------------------------------
Midwestern District Office
2345 Grand Avenue, Suite 700
Kansas City, Missouri  64108

January 3, 1994

Mr. Terence W. Chase
Manager, External Reporting
Norwest Corporation
Sixth and Marquette
Minneapolis, Minnesota  55479

Dear Mr. Chase:

This letter is the official certification of the Office of the Comptroller of
the Currency (OCC) to consolidate Norwest Bank Arapahoe, National Association,
Englewood, CO (Charter No. 17017); Norwest Bank Arvada, National Association,
Arvada, CO (Charter No. 16747); Norwest Bank Aurora, National Association,
Aurora, CO (Charter No. 21822); Norwest Bank Aurora-City Center, National
Association, Aurora, CO (Charter No. 18034); Norwest Bank Aurora-South, National
Association, Aurora, CO (Charter No. 21824); Norwest Bank Bear Valley, National
Association, Denver, CO (Charter No. 15332); Norwest Bank Broomfield, National
Association, Broomfield, CO (Charter No. 21825); Norwest Bank Buckingham Square,
National Association, Aurora, CO (Charter No. 16244); Norwest Bank Cherry Creek,
National Association, Denver, CO (Charter No. 17361); Norwest Bank Highlands
Ranch, National Association, Highlands Ranch, CO (Charter No. 17887); Norwest
Bank Lakewood, National Association, Lakewood, CO (Charter No. 15079); Norwest
Bank Littleton, National Association, Littleton, CO (Charter No. 21829); Norwest
Bank Monaco, National Association, Denver, CO (Charter No. 16475); Norwest Bank
Northglenn, National Association, Northglenn, CO (Charter No. 15203); Norwest
Bank Southglenn, National Association, Littleton, CO (Charter No. 15433);
Norwest Bank Southwest Plaza, National Association, Littleton, CO (Charter No.
17088); into Norwest Bank Denver, National Association, Denver, CO, effective
January 1, 1994. The resulting bank title is "Norwest Bank Colorado, National
Association" and the Charter Number is 3269.


                                                            CERTIFICATION
                                                            -------------
                                                I the Clerk and Recorder for the
                                                CITY AND COUNTY OF DENVER State
                                                -------------------------
                                                of Colorado do hereby certify
                                                this document to be a full, true
                                                and correct copy of the original
                                                document recorded in my office.

                                            [SEAL]            ARIE P. TAYLOR
                                                              Clerk and Recorder

                                                   By   /S/ [ILLEGIBLE] Williams
                                                        ------------------------
                                                             Deputy County Clerk
                                     Date 2-7-94
                                     -----------

Page 2                                                          BOOK 4256 PG 591

This is also the official authorization given to Norwest Bank Colorado, National
Association to operate the branches of the target institutions and to operate
the main office of the target institutions as a branch. The newly authorized
branches and their assigned OCC branch numbers are listed below:

9350 East Arapahoe Road, Englewood, CO, Certificate No. 91869A
7878 Wadsworth Blvd., Arvada, CO, Certificate No. 91870A
9000 East Colfax Avenue, Aurora, CO, Certificate No. 91871A
999 South Sable Blvd., Aurora, CO, Certificate No. 91872A
2550 South Parker Road, Aurora, CO, Certificate No. 91873A
5353 West Dartmouth Avenue, Denver, CO, Certificate No. 91874A
2 Garden Center, Broomfield, CO, Certificate No. 91875A
1450 South Havana Street, Aurora, CO, Certificate No. 91876A
105 Filmore Street, Denver, CO, Certificate No. 91877A
66 W. Springer Drive, Highlands Ranch, CO, Certificate No. 91878A
7200 West Alameda Avenue, Lakewood, CO, Certificate No. 91879A
5601 South Broadway, Littleton, CO, Certificate No. 91880A
1001 South Monaco Parkway, Denver, CO, Certificate No. 91881A
10701 Melody Drive, Northglenn, CO, Certificate No. 91882A
2350 East Arapahoe Road, Littleton, CO, Certificate No. 91883A
8500 West Bowles Avenue, Littleton, CO, Certificate No. 91884A

We note that the popular names of the branches will be Norwest Bank Colorado,
National Association Arapahoe, Norwest Bank Colorado, National Association
Arvada, Norwest Bank Colorado, National Association Aurora, Norwest Bank
Colorado, National Association Aurora-City Center, Norwest Bank Colorado,
National Association Aurora-South, Norwest Bank Colorado, National Association
Bear Valley, Norwest Bank Colorado, National Association Broomfield, Norwest
Bank Colorado, National Association Buckingham Square, Norwest Bank Colorado,
National Association Cherry Creek, Norwest Bank Colorado, National Association
Highlands Ranch, Norwest Bank Colorado, National Association Lakewood, Norwest
Bank Colorado, National Association Littleton, Norwest Bank Colorado, National
Association Monaco, Norwest Bank Colorado, National Association Northglenn,
Norwest Bank Colorado, National Association Southglenn, Norwest Bank Colorado,
National Association Southwest Plaza, respectively. Branches of a national bank
target are not listed since they are automatically carried over to the resulting
bank and retain their current OCC branch numbers.


                                                                                                                       BOOK 4256 PG 592
Page 3

This letter is also the official OCC certification for Norwest Bank Colorado,
National Association to increase its common stock to $50,000,000 as of January
1, 1994.

Sincerely,

/S/ ELLEN TANNER SHEPHERD

Ellen Tanner Shepherd
Corporate Manager


                                               [SEAL]



[Logo]


--------------------------------------------------------------------------------
Comptroller of the Currency
Administrator of National Banks
--------------------------------------------------------------------------------
Washington, DC 20219


                                   CERTIFICATE
                                   -----------

I, John D. Hawke, Jr., Comptroller of the Currency, do hereby certify that:

1.       The Comptroller of the Currency, pursuant to Revised Statutes 324, et
seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and
control of all records pertaining to the chartering, regulation and supervision
of all National Banking Associations.

2.       Effective May 19, 2000, the title of "Norwest Bank Colorado, National
Association," Charter 3269, was changed to "Wells Fargo Bank West, National
Association."



                                           IN TESTIMONY WHEREOF, I have hereunto
                                           subscribed my name and caused my seal
                                           of office to be affixed to these
                                           presents at the Treasury Department,
                                           in the City of Washington and
                                           District of Columbia, this 16th day
                                           of June, 2000.

                                          /S/ JOHN D. HAWKE, JR.
                                          ----------------------
                                          Comptroller of the Currency

                          [SEAL]



                                                           Exhibit 3 to Form T-1

[Logo]

--------------------------------------------------------------------------------
Comptroller of the Currency
Administrator of National Banks
--------------------------------------------------------------------------------
Washington, DC 20219


                        CERTIFICATION OF FIDUCIARY POWERS
                        ---------------------------------
         I, Dean E. Miller, Deputy Comptroller for Trust and Securities, do
hereby certify that the records in this Office evidence that the United Bank of
Denver National Association, Denver, Colorado, was granted, under the hand and
seal of the Comptroller, the right to act in all fiduciary capacities authorized
under the provisions of the Act of Congress approved September 28, 1962, 76
Stat. 668, 12 USC 92a. I further certify that the authority so granted remains
in full force and effect.
                                          IN TESTIMONY WHEREOF, I have hereunto
                                          subscribed my name and caused the seal
                                          of Office of the Comptroller of the
                                          Currency to be affixed to these
                                          presents at the Treasury Department,
                                          in the City of Washington and District
                                          of Columbia this second day of
                                          October, 1984.

                                                        /S/ DEAN E. MILLER
                                                           Dean E. Miller
                  [SEAL]                                Deputy Comptroller
                                                     for Trust and Securities

                                          The foregoing is a true and complete
                                          copy of a document which is in our
                                          files.
                                             UNITED BANK OF DENVER, N.A.



[Logo]

--------------------------------------------------------------------------------
Comptroller of the Currency
Administrator of National Banks
--------------------------------------------------------------------------------
Washington, DC 20219


                                   CERTIFICATE
                                   -----------

I, Stephen R. Steinbrink, Acting Comptroller of the Currency, do hereby certify
that:

1.       The Comptroller of the Currency, pursuant to Revised Statutes 324, et
seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and
control of all records pertaining to the chartering, regulation and supervision
of all National Banking Associations.

2.       Effective April 27, 1992 the titles of the attached Thirty Seven
National Banking Associations, located in the State of Colorado were changed as
shown on the attached Exhibit A.



                                          IN TESTIMONY WHEREOF, I have  hereunto
                                          subscribed my name  and caused my seal
                                          of  office  to  be  affixed  to  these
                                          presents  at the  Treasury Department,
                                          in the City of Washington and District
                                          of  Columbia, this 14th  day  of  May,
                                          1992.

                                          /S/ STEPHEN R. STEINBRINK
                                          ----------------------------------
                                          Acting Comptroller of the Currency

                          [SEAL]





Legal Name Prior to April 27, 1992                        Charter #   Legal Name Effective April 27, 1992
----------------------------------                        ---------   -----------------------------------

United Bank of Academy Place National Association         17891       Norwest Bank Academy Place, National Association
United Bank of Arapahoe National Association              17017       Norwest Bank Arapahoe, National Association
United Bank of Arvada National Association                16747       Norwest Bank Arvada, National Association
United Bank of Aurora National Association                21822       Norwest Bank Aurora, National Association
United Bank of Aurora-City Center National Association    18034       Norwest Bank Aurora-City Center, National Association
United Bank of Aurora-South National Association          21824       Norwest Bank Aurora-South, National Association
United Bank of Bear Valley National Association           15332       Norwest Bank Bear Valley, National Association
United Bank of Boulder National Association               2355        Norwest Bank Boulder, National Association
United Bank of Brighton National Association              21831       Norwest Bank Brighton, National Association
United Bank of Broomfield National Association            21825       Norwest Bank Broomfield, National Association
United Bank of Buckingham Square National Association     16244       Norwest Bank Buckingham Square, National Association
United Bank of Cherry Creek National Association          17361       Norwest Bank Cherry Creek, National Association
United Bank of Colorado Springs National Association      8572        Norwest Bank Colorado Springs, National Association
United   Bank   of   Colorado    Springs-East   National  15378       Norwest   Bank   Colorado   Springs-East,    National
Association                                                           Association
United Bank of Delta National Association                 15321       Norwest Bank Delta, National Association
United Bank of Denver National Association                3269        Norwest Bank Denver, National Association
United Bank of Durango National Association               18761       Norwest Bank Durango, National Association
United Bank of Fort Collins National Association          7837        Norwest Bank Fort Collins, National Association
United Bank of Fort Collins-South National Association    16909       Norwest Bank Fort Collins-South, National Association
United Bank of Garden of the Gods National Association    18762       Norwest Bank Garden of the Gods, National Association
United Bank of Grand Junction National Association        15317       Norwest Bank Grand Junction, National Association
United   Bank  of   Grand   Junction-Downtown   National  18749       Norwest   Bank  Grand   Junction-Downtown,   National
Association                                                           Association
United Bank of Greeley National Association               3148        Norwest Bank Greeley, National Association
United Bank of Highlands Ranch National Association       17887       Norwest Bank Highlands Ranch, National Association
United Bank of Lakewood National Association              15079       Norwest Bank Lakewood, National Association
United Bank of LaSalle National Association               15275       Norwest Bank LaSalle, National Association
United Bank of Littleton National Association             21829       Norwest Bank Littleton, National Association
United Bank of Longmont National Association              17481       Norwest Bank Longmont, National Association
United Bank of Monaco National Association                16475       Norwest Bank Monaco, National Association
United Bank of Montrose National Association              4007        Norwest Bank Montrose, National Association
United Bank of Northglenn National Association            15203       Norwest Bank Northglenn, National Association
United Bank of Pueblo National Association                21776       Norwest Bank Pueblo, National Association
United Bank of Southglenn National Association            15433       Norwest Bank Southglenn, National Association
United Bank of Southwest Plaza National Association       17088       Norwest Bank Southwest Plaza, National Association
United Bank of Steamboat Springs National Association     14400       Norwest Bank Steamboat Springs, National Association
United Bank of Sterling National Association              21827       Norwest Bank Sterling, National Association
United Bank of Sunset Park National Association           15003       Norwest Bank Sunset Park, National Association






[Logo]

--------------------------------------------------------------------------------
Comptroller of the Currency
Administrator of National Banks
--------------------------------------------------------------------------------
Midwestern District Office
2345 Grand Avenue, Suite 700
Kansas City, Missouri  64108


January 3, 1994

Mr. Terence W. Chase
Manager, External Reporting
Norwest Corporation
Sixth and Marquette
Minneapolis, Minnesota  55479

Dear Mr. Chase:

This letter is the official certification of the Office of the Comptroller of
the Currency (OCC) to consolidate Norwest Bank Arapahoe, National Association,
Englewood, CO (Charter No. 17017); Norwest Bank Arvada, National Association,
Arvada, CO (Charter No. 16747); Norwest Bank Aurora, National Association,
Aurora, CO (Charter No. 21822); Norwest Bank Aurora-City Center, National
Association, Aurora, CO (Charter No. 18034); Norwest Bank Aurora-South, National
Association, Aurora, CO (Charter No. 21824); Norwest Bank Bear Valley, National
Association, Denver, CO (Charter No. 15332); Norwest Bank Broomfield, National
Association, Broomfield, CO (Charter No. 21825); Norwest Bank Buckingham Square,
National Association, Aurora, CO (Charter No. 16244); Norwest Bank Cherry Creek,
National Association, Denver, CO (Charter No. 17361); Norwest Bank Highlands
Ranch, National Association, Highlands Ranch, CO (Charter No. 17887); Norwest
Bank Lakewood, National Association, Lakewood, CO (Charter No. 15079); Norwest
Bank Littleton, National Association, Littleton, CO (Charter No. 21829); Norwest
Bank Monaco, National Association, Denver, CO (Charter No. 16475); Norwest Bank
Northglenn, National Association, Northglenn, CO (Charter No. 15203); Norwest
Bank Southglenn, National Association, Littleton, CO (Charter No. 15433);
Norwest Bank Southwest Plaza, National Association, Littleton, CO (Charter No.
17088); into Norwest Bank Denver, National Association, Denver, CO, effective
January 1, 1994. The resulting bank title is "Norwest Bank Colorado, National
Association" and the Charter Number is 3269.

This is also the official authorization given to Norwest Bank Colorado, National
Association to operate the branches of the target institutions and to operate
the main office of the target institutions as a branch. The newly authorized
branches and their assigned OCC branch numbers are listed below:

9350 East Arapahoe Road, Englewood, CO, Certificate No. 91869A
7878 Wadsworth Blvd., Arvada, CO, Certificate No. 91870A
9000 East Colfax Avenue, Aurora, CO, Certificate No. 91871A
999 South Sable Blvd., Aurora, CO, Certificate No. 91872A
2550 South Parker Road, Aurora, CO, Certificate No. 91873A
5353 West Dartmouth Avenue, Denver, CO, Certificate No. 91874A
2 Garden Center, Broomfield, CO, Certificate No. 91875A
1450 South Havana Street, Aurora, CO, Certificate No. 91876A
105 Filmore Street, Denver, CO, Certificate No. 91877A

Page 2

66 W. Springer Drive, Highlands Ranch, CO, Certificate No. 91878A
7200 West Alameda Avenue, Lakewood, CO, Certificate No. 91879A
5601 South Broadway, Littleton, CO, Certificate No. 91880A
1001 South Monaco Parkway, Denver, CO, Certificate No. 91881A
10701 Melody Drive, Northglenn, CO, Certificate No. 91882A
2350 East Arapahoe Road, Littleton, CO, Certificate No. 91883A
8500 West Bowles Avenue, Littleton, CO, Certificate No. 91884A

We note that the popular names of the branches will be Norwest Bank Colorado,
National Association Arapahoe, Norwest Bank Colorado, National Association
Arvada, Norwest Bank Colorado, National Association Aurora, Norwest Bank
Colorado, National Association Aurora-City Center, Norwest Bank Colorado,
National Association Aurora-South, Norwest Bank Colorado, National Association
Bear Valley, Norwest Bank Colorado, National Association Broomfield, Norwest
Bank Colorado, National Association Buckingham Square, Norwest Bank Colorado,
National Association Cherry Creek, Norwest Bank Colorado, National Association
Highlands Ranch, Norwest Bank Colorado, National Association Lakewood, Norwest
Bank Colorado, National Association Littleton, Norwest Bank Colorado, National
Association Monaco, Norwest Bank Colorado, National Association Northglenn,
Norwest Bank Colorado, National Association Southglenn, Norwest Bank Colorado,
National Association Southwest Plaza, respectively. Branches of a national bank
target are not listed since they are automatically carried over to the resulting
bank and retain their current OCC branch numbers.

This letter is also the official OCC certification for Norwest Bank Colorado,
National Association to increase its common stock to $50,000,000 as of January
1, 1994.

Sincerely,

/S/ ELLEN TANNER SHEPHERD

Ellen Tanner Shepherd
Corporate Manager


                                                  [SEAL]



[Logo]

--------------------------------------------------------------------------------
Comptroller of the Currency
Administrator of National Banks
--------------------------------------------------------------------------------
Washington, DC 20219


                                   CERTIFICATE
                                   -----------
I, John D. Hawke, Jr., Comptroller of the Currency, do hereby certify that:

1.   The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq.,
     as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and
     control of all records pertaining to the chartering, regulation and
     supervision of all National Banking Associations.

2.   Effective May 19, 2000, the title of "Norwest Bank Colorado, National
     Association," Charter No. 3269, was changed to "Wells Fargo Bank West,
     National Association."


                                           IN TESTIMONY WHEREOF, I have hereunto
                                           subscribed my name and caused my seal
                                           of office to be affixed to these
                                           presents at the Treasury Department,
                                           in the City of Washington and
                                           District of Columbia, this 16th day
                                           of June, 2000.
       [Medallion Signature Guarantee]
                                           /S/  JOHN D. HAWKE, JR.
                                           ----------------------------
                                           Comptroller of the Currency


                          [SEAL]



                                                           Exhibit 4 to Form T-1

                   WELLS FARGO BANK WEST, NATIONAL ASSOCIATION

                                     BY-LAWS
                                     -------

                                    ARTICLE I
                                    ---------
                            Meetings of Shareholders
                            ------------------------
         Section 1.1 Annual Meeting. The regular annual meeting of the
                     --------------
shareholders for the election of directors and the transaction of whatever other
business may properly come before the meeting shall be held on the third
Thursday of January of each year at such time and place as the Board of
Directors may designate. If for any cause the annual meeting of shareholders for
the election of directors is not held on the date fixed in this by-law, such
meeting may be held on some other day, notice thereof having been given in
accordance with the requirements of Section 5149, United States Revised
Statutes, and the meeting conducted according to the provisions of these
by-laws.

         Section 1.2 Special Meetings. Except as otherwise specifically provided
                     ----------------
by statute, special meetings of shareholders may be called for any purpose at
any time by the Board of Directors, by the Chief Executive Officer, by the
President, or by any one or more shareholders owning in the aggregate not less
than 25 percent of the then outstanding shares, as provided in Article Ninth of
the Articles of Association.

         Section 1.3 Notice of Meetings. A notice of each annual or special
                     ------------------
shareholders' meeting, setting forth the time, place, and purpose of the
meeting, shall be given, by first-class mail, postage prepaid, to each
shareholder of record at least ten days prior to the date on which such meeting
is to be held; but any failure to mail such notice of any annual meeting, or any
irregularity therein, shall not affect the validity of such annual meeting or of
any of the proceedings thereat. Notwithstanding anything in these by-laws to the
contrary, a valid shareholders' meeting may be held without notice whenever
notice thereof shall be waived in writing by all shareholders, or whenever all
shareholders shall be present or represented at the meeting.

         Section 1.4 Quorum. The holders of a majority of the stock issued and
                     ------
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the shareholders for the
transaction of business, and may transact any business except such as may, under
the provisions of law, the Articles of Association, or these by-laws, require
the vote of holders of a greater number of shares. If, however, such majority
shall not be present or represented at any meeting of the shareholders, the
shareholders entitled to vote thereat, present in person or by proxy, shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until such time as the Board of Directors may
determine.

         Section 1.5 Proxies and Voting Rights. At each meeting of the
                     -------------------------
shareholders each shareholder having the right to vote shall be entitled to vote
in person or by proxy appointed by an instrument in writing subscribed by such
shareholder, which proxy shall be valid for that meeting or any adjournments
thereof, shall be dated, and shall be filed with the records of the meeting. No
officer or employee of this Association may act as proxy. Each shareholder shall
have one vote for each share of stock having voting power which is registered in
his name on the books of the Association. Voting for the election of directors
and voting upon any other matter which may be brought before any shareholders'
meeting may, but need not, be by ballot, unless voting by ballot be requested by
a shareholder present at the meeting.

         Section 1.6 Proceedings and Record. The Chairman of the Board shall
                     ----------------------
preside at all meetings of the shareholders or, in case of his absence or
inability to act, the President or, in case of the absence or inability to act
of both of them, any Vice President may preside at any such meeting. The
presiding officer shall appoint a person to act as secretary of each
shareholders' meeting; provided, however, that the shareholders may appoint some
other person to preside at their meetings or to act as secretary thereof. A
record of all business transacted shall be made of each shareholders' meeting
showing, among other things, the names of the shareholders present and the
number of shares of stock held by each, the names of the shareholders
represented by proxy and the number of shares held by each, the names of the
proxies, the number of shares voted on each motion or resolution and the number
of shares voted for each candidate for director. This record shall be entered in
the minute book of the Association and shall be subscribed by the secretary of
the meeting.


                                   ARTICLE II
                                   ----------
                                    Directors
                                    ---------
         Section 2.1 Board of Directors. The Board of Directors (hereinafter
                     ------------------
referred to as the "Board") shall have power to manage and administer the
business and affairs of the Association. Except as expressly limited by law, all
corporate powers of the Association shall be vested in and may be exercised by
the Board.

         Section 2.2 Number and Qualifications. The Board shall consist of not
                     -------------------------
less than five nor more than twenty-five persons, the exact number within such
minimum and maximum limits to be fixed and determined from time to time by
resolution of a majority of the full Board or by resolution of the shareholders
at any meeting thereof; provided, however, that a majority of the full Board may
not increase the number of directors to a number which (i) exceeds by more than
two the number of directors last elected by shareholders where such number was
fifteen or less; and (ii) exceeds by more than four the number of directors last
elected by shareholders where such number was sixteen or more, but in no event
shall the number of directors exceed twenty-five.

         Each director shall, during the full term of his directorship, be a
citizen of the United States, and at least two-thirds of the directors shall
have resided in the State of Colorado, or within one hundred miles of the
location of the office of the Association, for at least one year immediately
preceding their election, and shall be residents of such state or within a
one-hundred-mile territory of the location of the Association during their
continuance in office. Each director, during the full term of his directorship,
shall own a minimum of $1,000 par value of stock of this Association or an
equivalent interest, as determined by the Comptroller of the Currency, in any
company which has control over this Association within the meaning of Section 2
of the Bank Holding Company Act of 1956, as amended.

         Section 2.3 Organization Meeting. A meeting of the newly elected Board
                     --------------------
shall be held at the main office of this Association, without notice,
immediately following the adjournment of the annual meeting of the shareholders,
or at such other time and at such other place to which said meeting may be
adjourned. No business shall be transacted at any such meeting until a majority
of the directors elected shall have taken an oath of office as prescribed by
law, and no director elected shall participate in the business transacted at any
such meeting of the Board until he shall have taken said oath. If at any such
meeting there is not a quorum of the directors present who shall have taken the
oath of office, the members present may adjourn the meeting from time to time
until a quorum is secured. At such meeting of the newly elected Board, if a
quorum is present, the directors may elect officers for the ensuing year and
transact any and all business which may be brought before them.

         Section 2.4 Regular Meetings. The regular meetings of the Board shall
                     ----------------
be held, without notice other than by this by-law, on the third Thursday of
every other month, at such time and place as the Board may designate. If the day
fixed for a regular meeting falls upon a bank or legal holiday, the meeting
shall be held on the next succeeding banking business day or on such other date
specified by the Board, in which case notice shall be given to each director as
provided in Section 2.6.

         Section 2.5 Special Meetings. Special meetings of the Board may be
                     ----------------
called by the Chairman of the Board, the President, or the Secretary, and shall
be called at the request of one-third or more of the directors.

         Section 2.6 Notice of Meetings. Each member of the Board shall be given
                     ------------------
not less than one day's notice by telephone, telegram, letter, or in person,
stating the time and place of any regular or special meeting; such notice may,
but need not, state the purpose of said meeting. Notwithstanding anything in
these by-laws to the contrary, a valid directors' meeting may be held without
notice whenever notice thereof shall be waived in writing by all of the
directors, or whenever all of the directors are present at the meeting.

                                       2

         Section 2.7 Quorum and Voting. A majority of the directors shall
                     -----------------
constitute a quorum at all directors' meetings. Except where the vote of a
greater number of directors is required by the Articles of Association, these
by-laws or under provisions of law, the vote of a majority of the directors at a
meeting at which a quorum is present shall be sufficient to transact business.

         Section 2.8 Proceedings and Record. The Chairman of the Board, if such
                     ----------------------
officer shall have been designated by the Board, shall preside at all meetings
thereof, and in his absence or inability to act (or if there shall be no
Chairman of the Board) the President, and in his absence or inability to act,
any other director appointed chairman of the meeting pro tempore, shall preside
at meetings of the directors. The Secretary, any Assistant Secretary, or any
other person appointed by the Board, shall act as secretary of the Board and
shall keep accurate minutes of all meetings.

         Section 2.9 Vacancies. Any vacancy in the Board may be filled by
                     ---------
appointment at any regular or special meeting of the Board by the remaining
directors in accordance with the laws of the United States, and any director so
appointed shall hold his place until the next election.

         Section 2.10 Meetings by Telephone. Unless otherwise provided by the
                      ---------------------
articles of association, one or more members of the board of directors may
participate in a meeting of the board by teleconference or by similar
communications equipment by which all persons participating in the meeting can
hear each other at the same time. Such participation shall constitute presence
in person at the meeting.

         Section 2.11 Action Without a Meeting. Any action required or permitted
                      ------------------------
to be taken at a meeting of the directors may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all of
the directors. Such consent (which may be signed in counterparts) shall have the
same force and effect as a unanimous vote of the directors and may be stated as
such in any document. Unless the consent specifies a different effective date,
action taken herein is effective when all directors have signed the consent. All
consents signed pursuant to this Section 2.11 shall be delivered to the
secretary of the bank for inclusion in the minutes or for filing with the bank
records.

                                   ARTICLE III
                                   -----------
                             Committees of the Board
                             -----------------------
         Section 3.1 Executive Committee. The Board may appoint annually or more
                     -------------------
often an Executive Committee consisting of three or more directors. In the event
an Executive Committee is appointed, the Executive Committee shall have the
power to approve, review, and delegate authority to make loans and otherwise
extend credit and to purchase and sell bills, notes, bonds, debentures and other
legal investments and to establish and review general loan and investment
policies. In addition, when the Board is not in session, the Executive Committee
shall have the power to exercise all powers of the Board, except those that
cannot legally be delegated by the Board. The Executive Committee shall keep
minutes of its meetings, and such minutes shall be submitted at the next regular
meeting of the Board at which a quorum is present.

         Section 3.2 Trust Committees. The Board shall appoint a Trust Audit
                     ----------------
Committee, whose members shall be directors of the Association who have no
direct or indirect responsibility for the trust function. This Committee shall,
at least once during each calendar year and within fifteen months of the last
such audit, make suitable audits of the Trust Department or cause suitable
audits to be made by auditors responsible only to the Board and at such time
shall ascertain and report to the Board whether said Department has been
administered in accordance with applicable laws and regulations and sound
fiduciary principles. Every report to the Board under this section, together
with the action taken thereon, shall be noted in the minutes of the Board. The
Board shall from time to time appoint such other committees of such membership
and with such powers and duties as it is required to appoint under the
provisions of Regulation 9 issued by the Comptroller of the Currency relating to
the trust powers of national banks, or any amendments thereto, and may appoint
such other committees of such membership and with such powers and duties as the
Board may provide and as are permitted by said Regulation 9, or any amendments
thereto.

                                       3

         Section 3.3 Other Committees. The Board, by a majority vote of the
whole Board, may create from its own members or (to the extent permitted by
applicable statutes, laws and regulations) from its own members and/or officers
or employees of the Association, or other persons, such other committees as it
may from time to time deem necessary, and may designate the name and term of
existence and prescribe the duties thereof.

         Section 3.4 Proceedings and Record. Each committee appointed by the
                     ----------------------
Board may hold regular meetings at such time or times as may be fixed by the
Board or by the committee itself. Special meetings of any committee may be
called by the chairman or vice chairman or any two members thereof. The Board
may, at the time of the appointment of any committee, designate alternate or
advisory members, designate its chairman, vice chairman, and secretary, or any
one or more thereof, and the committee itself may appoint such of said officers
as have not been so designated by the Board if they deem such appointment
necessary or advisable. The secretary may but need not be a member of the
committee. The Board may at any time prescribe or change the number of members
whose presence is required to constitute a quorum at any or all meetings of a
committee. The quorum so prescribed need not be a majority of the members of the
committee. If no quorum is prescribed by the Board, the presence of a majority
of the members of the committee shall be required to constitute a quorum. Each
committee shall keep such records of its meetings and proceedings as may be
required by law or applicable regulations and may keep such additional records
of its meetings and proceedings as it deems necessary or advisable, and each
committee may make such rules of procedure for the conduct of its own meetings
and the method of discharge of its duties as it deems advisable. Each committee
appointed by the Board may appoint subcommittees composed of its own members or
other persons and may rely on information furnished to it by such subcommittees
or by statistical or other fact-finding departments or employees of this
Association, provided that final action shall be taken in each case by the
committee.


                                   ARTICLE IV
                                   ----------
                             Officers and Employees
                             ----------------------
         Section 4.1 Appointment of Officers. The Board shall appoint a
                     -----------------------
President, one or more Vice Presidents, and a Cashier and/or Secretary and may
appoint a Chairman of the Board and such other officers as from time to time may
appear to the Board to be required or desirable to transact the business of the
Association. Only directors shall be eligible for appointment as President or
Chairman of the Board. If a director other than the President is appointed
Chairman of the Board, the Board shall designate either of these two officers as
the chief executive officer of this Association. The chief executive officer or
any other officers authorized by the Board from time to time may appoint other
officers below the rank of Executive Vice President by filing a written notice
of such officer appointments with the Cashier or Secretary.

         Section 4.2 Tenure of Office. Officers shall hold their respective
                     ----------------
offices for the current year for which they are appointed unless they resign,
become disqualified or are removed. Any officer appointed by the Board may be
removed at any time by the affirmative vote of a majority of the full Board or
in accordance with authority granted by the Board. During the year between its
organization meetings, the Board may appoint additional officers and shall
promptly fill any vacancy occurring in any office required to be filled.

         Section 4.3 Chief Executive Officer. The chief executive officer shall
                     -----------------------
supervise the carrying out of policies adopted or approved by the Board, shall
have general executive powers as well as the specific powers conferred by these
by-laws, and shall also have and may exercise such further powers and duties as
from time to time may be conferred upon or assigned to him by the Board.

         Section 4.4 Secretary or Assistant Secretary. The Secretary or any
                     --------------------------------
Assistant Secretary shall attend to the giving of all notices required by these
by-laws to be given; shall be custodian of the corporate seal, records,
documents and papers of the Association; shall provide for the keeping of proper
records of all transactions of the Association; shall have and may exercise any
and all other powers and duties pertaining by law, regulation or practice, to
the Office of Secretary, or imposed by these by-laws; and shall also perform
such other duties as may be assigned from time to time by the Board.

                                       4

         Section 4.5 General Authority and Duties. Officers shall have the
                     ----------------------------
general powers and duties customarily vested in the office of such officers of a
corporation and shall also exercise such powers and perform such duties as may
be prescribed by the Articles of Association, by these by-laws, or by the laws
or regulations governing the conduct of the business of national banking
associations, and shall exercise such other powers and perform such other duties
not inconsistent with the Articles of Association, these by-laws or laws or
regulations as may be conferred upon or assigned to them by the Board or the
chief executive officer.

         Section 4.6 Employees and Agents. Subject to the authority of the
                     --------------------
Board, the chief executive officer, or any other officer of the Association
authorized by him, may appoint or dismiss all or any employees and agents and
prescribe their duties and the conditions of their employment, and from time to
time fix their compensation.

         Section 4.7 Bonds of Officers and Employees. The officers and employees
                     -------------------------------
of this Association shall give bond with security to be approved by the Board in
such penal sum as the Board shall require, conditioned for the faithful and
honest discharge of their respective duties and for the faithful application and
accounting of all monies, funds and other property which may come into their
possession or may be entrusted to their care or placed in their hands. In the
discretion of the Board in lieu of having individual bonds for each officer and
employee, there may be substituted for the bonds provided for herein a blanket
bond covering all officers and employees providing coverage in such amounts and
containing such conditions and stipulations as shall be approved by the chief
executive officer of this Association but subject to the supervision and control
of the Board.


                                    ARTICLE V
                                    ---------
                          Stock and Stock Certificates
                          ----------------------------
         Section 5.1 Transfers. Shares of stock shall be transferable only on
                     ---------
the books of the Association upon surrender of the certificate for cancellation,
and a transfer book shall be kept in which all transfers of stock shall be
recorded.

         Section 5.2 Stock Certificates. Certificates of stock shall be signed
                     ------------------
by the chief executive officer, the President, or any Executive Vice President
and the Secretary, or any Assistant Secretary, or any other officer appointed by
the Board for that purpose, and shall be sealed with the corporate seal. Each
certificate shall recite on its face that the stock represented thereby is
transferable only upon the books of the Association properly endorsed, and shall
meet the requirements of Section 5139, United States Revised Statutes, as
amended.

         Section 5.3 Dividends. Transfers of stock shall not be suspended
                     ---------
preparatory to the declaration of dividends and, unless an agreement to the
contrary shall be expressed in the assignments, dividends shall be paid to the
shareholders in whose name the stock shall stand at the time of the declaration
of the dividends or on such record date as may be fixed by the Board.

         Section 5.4 Lost Certificates. In the event of loss or destruction of a
                     -----------------
certificate of stock, a new certificate may be issued in its place upon proof of
such loss or destruction and upon receipt of an acceptable bond or agreement of
indemnity as maybe required by the Board.


                                   ARTICLE VI
                                   ----------
                                 Corporate Seal
                                 --------------
         Section 6.1  Form.  The corporate seal of the Association shall have
                      ----
inscribed thereon the name of the Association.


         Section 6.2 Authority to Impress. The chief executive officer, the
                     --------------------
President, the Secretary, any Assistant Secretary, or other officer designated
by the Board, shall have authority to impress or affix the corporate seal to any
document requiring such seal, and to attest the same.

                                       5

                                   ARTICLE VII
                                   -----------
                            Miscellaneous Provisions
                            ------------------------
         Section 7.1 Banking Hours. The days and hours during which this
                     -------------
Association shall be open for business shall be fixed from time to time by the
Board, the chief executive officer, or the President, consistent with national
and state laws governing banking and business transactions.

         Section 7.2 Execution of Written Instruments. All instruments,
                     --------------------------------
documents, or agreements relating to or affecting the property or business and
affairs of this Association, or of this Association when acting in any
representative or fiduciary capacity, shall be executed, acknowledged, verified,
delivered or accepted in behalf of this Association by the chief executive
officer, the President, any Executive Vice President, any person specifically
designated by the Board as an "Executive Officer" of this Association, or by
such other officer, officers, employees, or designated signers, as the Board may
from time to time direct.

         Section 7.3 Records. The Articles of Association, these by-laws, and
                     -------
any amendments thereto, and the proceedings of all regular and special meetings
of the directors and of the shareholders shall be recorded in appropriate minute
books provided for the purpose. The minutes of each meeting shall be signed by
the person appointed to act as secretary of the meeting.

         Section 7.4  Fiscal Year.  The fiscal year of the Association shall be
the calendar year.    -----------


         Section 7.5 Corporate Governance Procedures. In accordance with 12
                     -------------------------------
C.F.R. Section 7.2000, to the extent not inconsistent with applicable federal
banking statutes or regulations or bank safety and soundness, this Association
designates and elects to follow the corporate governance procedures of the
Delaware General Corporation Law, as amended from time to time.


                                  ARTICLE VIII
                                  ------------
                                     By-Laws
                                     -------
         Section 8.1 Inspection. A copy of these by-laws, with all amendments
                     ----------
thereto, shall at all times be kept in a convenient place at the main office of
the Association, and shall be open for inspection to all shareholders during
banking hours.

         Section 8.2 Amendments. These by-laws may be changed or amended at any
                     ----------
regular or special meeting of the Board by a vote of a majority of the full
Board or at any regular or special meeting of shareholders by the vote of the
holders of a majority of the stock issued and outstanding and entitled to vote
thereat.

                                       6



                                                           Exhibit 6 to Form T-1

                           CONSENT OF TRUSTEE REQUIRED
                  BY SECTION 321(b) OF THE TRUST INDENTURE ACT

         Pursuant to the requirements of Section 321(b) of the Trust Indenture
Act of 1939, as amended (the "Act"), in connection with the indenture dated as
of March 13, 2002 between St. Mary Land &amp; Exploration Company, a Delaware
corporation, and Wells Fargo Bank West, N.A., the undersigned hereby consents
that reports of examinations of the undersigned by federal, state, territorial
or district authorities authorized to make such examinations may be furnished by
such authorities to the Securities and Exchange Commission upon its request
therefor, as contemplated by the Act.



                                           WELLS FARGO BANK WEST, N.A.


Dated:  May 17, 2002                        By:      /S/  GRETCHEN L. MIDDENTS
                                            ------------------------------------
                                            Gretchen L. Middents, Vice President



                                                           Exhibit 7 to Form T-1
----------------------------------------------------------------------------------------------------------------
                                                               Board of Governors of the Federal Reserve System
                                                               OMB Number 7100-0036
                                                               Federal Deposit Insurance Corporation
                                                               OMB Number 3054-0052
                                                               Office of the Commissioner of the Currency
                                                               OMB Number 1557-0081
                                                               Expires March 31, 2004

Federal Financial Institutions Examination Council
----------------------------------------------------------------------------------------------------------------

                                                                Please refer to page i,
                                                                Table of Contents, for
                                                                the required disclosure
                                                                of estimated burden.
----------------------------------------------------------------------------------------------------------------

Consolidated Reports of Condition and Income for
A Bank With Domestic and Foreign Offices--FFIEC 031

Report at the close of business December 31, 2001                      20011231
                                                                     ------------
                                                                     (RCRI 9999)

This report is required by law: 12 U.S.C.ss. 324            This report form is to be filed by banks with
(State member banks); 12 U.S.C.ss. 1817 (State              domestic offices only.  Banks with foreign offices
nonmember banks); and 12 U.S.C.ss. 161 (National            (as defined in the instructions) must file FFIEC
banks).                                                     031.

----------------------------------------------------------------------------------------------------------------
NOTE: The Reports of Condition and Income must be           The Reports of Conditions and Income are to be
signed by an authorized officer and the Report of           prepared in accordance with Federal regulatory
Condition must be attested to by not less than two          authority instructions.
directors (trustees) for State nonmember banks and
three directors for State member and National banks.        We, the undersigned directors (trustees), attest
                                                            to the correctness of the Report of Condition
I, Karen B. Martin, Vice President                          (including the supporting schedules) for this
----------------------------------------------------
 Name and Title of Officer Authorized to Sign Report        report date and declare that it has been examined
                                                            by us and to the best of our knowledge and belief
of the named bank do hereby declare that the                has been prepared in conformance with the
Reports of Condition and Income (including the              instructions issued by the appropriate Federal
supporting schedules) for this report date have             regulatory authority and is true and correct.
been prepared in conformance with the instructions
issued by the appropriate Federal regulatory
authority and are true to the best of my knowledge          /S/  [ILLEGIBLE]
and belief.                                                 ----------------
                                                             Director (Trustee)
/S/  KAREN B. MARTIN                                        /S/  [ILLEGIBLE]
----------------------------------------------------        ----------------
  Signature of Officer Authorized to Sign Report             Director (Trustee)
              1/29/02                                       /S/  [ILLEGIBLE]
----------------------------------------------------        ----------------
  Date of Signature                                          Director (Trustee)
----------------------------------------------------------------------------------------------------------------

Submission of Reports
                                                            For electronic filing assistance, contact EDS Call
Each bank must prepare its Reports of Condition and         Report Services, 2150 N. Prospect Ave., Milwaukee,
Income either:                                              WI 53202, telephone (800) 255-1571.
(a)  in electronic form and then file the computer
     data file directly with the banking agencies'          To fulfill the signature and attestation requirement
     collection agent, Electronic Data Systems              for the Reports of Condition and Income for this
     (EDS), by modem or on computer diskette; or            report date, attach this signature page (or a
(b)  in hard-copy (paper) form and arrange for              photocopy or a computer-generated version of this
     another party to convert the paper report to           page) to the hard-copy record of the complete report
     electronic form. That party (if other than EDS)        that the bank places in its files.
     must transmit the bank's computer data file to
     EDS.
----------------------------------------------------------------------------------------------------------------
FDIC Certificate Number:                03011               Wells Fargo Bank West, N.A.
                                       -------              ----------------------------------------------------
                                     (RCRI 9050)              Legal Title of Bank (TEXT 9010)
http://www.wellsfargo.com                                   Denver
----------------------------------------------------        ----------------------------------------------------
Primary Internet Web Address of Bank                          City (TEXT 9130)
(Home Page), if any (TEXT 4087)                             CO                          80274-0002
(Example: www.examplebank.com)                              ----------------------------------------------------
                                                            State Abbrev. (TEXT 9200) Zip Code (TEXT 9220)

Board of Governors of the Federal Reserve System, Federal Deposit Insurance
Corporation, Office of the Comptroller of the Currency.

<PAGE>

Consolidated Reports of Condition and Income for                                                   FFIEC 031
A Bank With Domestic Offices Only                                                                  Page I
                                                                                                        2
-------------------------------------------------------------------------------------------------------------


Table of Contents

Signature Page                             Cover

Report of Income                                            Report of Condition
Schedule RI - Income Statement     RI-1, 2, 3               Schedule RC - Balance Sheet             RC-1, 2
                              -----                                                    -------------
Schedule RI-A - Changes in Equity Capital     RI-4          Schedule RC-A - Cash and Balances Due
                                         -----                From Depository Institutions             RC-3
Schedule RI-B - Charge-offs and Recoveries                                                -------------
   on Loans and Leases and Changes in Allowance             Schedule RC-B - Securities           RC-3, 4, 5
   for Loan and Lease Losses     RI-4, 5                                              -----------
                            -----                           Schedule RC-C - Loans and Lease Financing
Schedule RI-D - Income from                                  Receivables:
   International Operations     RI-6                         Part I. Loans and Leases               RC-6, 7
                           -----                                                     ---------------
Schedule RI-E - Explanations     RI-6, 7                     Part II. Loans to Small Businesses and
                            -----                            Small Farms (to be completed for the
                                                             June report only; not included in the
                                                             forms for the September and December
                                                             reports)                             RC-7a, 7b
Disclosure of Estimated Burden                                       -----------------------------
                                                           Schedule RC-D - Trading Assets and
The estimated average burden associated with this             Liabilities  (to be completed only
information collection is 35.5 hours per                      by selected banks)                       RC-8
respondent and is estimated to vary from 14 to 500                              -----------------------
hours per response, depending on individual                Schedule RC-E - Deposit Liabilities     RC-9, 10
circumstances.  Burden estimates include the time                                             -----
for reviewing instructions, gathering and                  Schedule RC-F - Other Assets               RC-11
maintaining data in the required form, and                                             ---------------
completing the information collection, but exclude         Schedule RC-G - Other Liabilities          RC-11
the time for compiling and maintaining business                                             ----------
records in the normal course of a respondent's             Schedule RC-H - Selected Balance Sheet
activities.  A Federal agency may not conduct or              Items for Domestic Offices              RC-12
sponsor, and an organization (or a person) is not                                       --------------
required to respond to a collection of                     Schedule RC-I - Assets and Liabilities
information, unless it displays a currently valid             of IBFs                                 RC-12
OMB control number.  Comments concerning the                         ---------------------------------
accuracy of this burden estimate and suggestions           Schedule RC-K - Quarterly Averages         RC-13
for reducing this burden should be directed to the                                           ---------
Office of Information and Regulatory Affairs,              Schedule RC-L - Derivatives and
Office of Management and Budget, Washington, D.C.             Off-Balance Sheet Items             RC-14, 15
20503, and to one of the following:                                                  -------------
                                                           Schedule RC-M - Memoranda                  RC-16

Secretary                                                  Schedule RC-N - Past Due and Nonaccrual
Board of Governors of the Federal Reserve System              Loans, Leases, and Other Assets     RC-17, 18
Washington, D.C.  20551                                                                      -----
                                                           Schedule RC-O - Other Data for Deposit
Legislative and Regulatory Analysis Division                  Insurance and FICO Assessments      RC-19, 20
Office of the Comptroller of the Currency                                                   ------
Washington, D.C.  20219                                    Schedule RC-R - Regulatory Capital        RC-21,
                                                              22, 23,24                      --------
Assistant Executive Secretary                              Schedule RC-S - Securitization and
Federal Deposit Insurance Corporation                         Asset Sales Activities       RC-25,26, 27,27a
Washington, D.C.  20429                                                             -------
                                                           Schedule RC-T - Fiduciary and Related Services
                                                              (to be completed beginning
                                                              December 31, 2001)              RC-28, 29, 30
                                                                                --------------
                                                           Optional Narrative Statement Concerning
                                                           the Amounts Reported in the Reports
                                                           of Condition and Income                    RC-31
                                                                                  --------------------
                                                           Special Report (to be completed by all banks)


Wells Fargo Bank West, N.A.                                                                        FFIEC 031
-----------------------------------------------------------                                        RI-1
Legal Title of Bank                                                                                   3
Denver                                                                                              -----
-----------------------------------------------------------
City
CO                                        80274-0002
-----------------------------------------------------------
State                                     Zip Code

FDIC Certificate Number - 03011

Consolidated Report of Income
for the period January 1, 2001 - December 31, 2001

All Report of income schedules are to be reported on a calendar year-to-date
basis in thousands of dollars.

Schedule RI -- Income Statement

                                                                                           -----------------
                                                            Dollar Amounts in Thousands RIAD  Bil  Mil  Thou
------------------------------------------------------------------------------------------------------------
1.  Interest Income:
  a.  Interest and fee income on loans:
    (1) In domestic offices:
                                                                                        --------------------
      (a)Loans secured by real estate                                                    4011        584,877  1.a.1.a
                                     -------------------------------------------------  --------------------
      (b)Loans to finance agricultural production and other loans to farmers             4024          9,332  1.a.1.b
                                                                            ----------  --------------------
      (c)Commercial and industrial loans                                                 4012         72,801  1.a.1.c
                                        ----------------------------------------------  --------------------
      (d)Loans to individuals for household, family, and other personal expenditures:

        (1)Credit cards                                                                  B485              0  1.a.1.d.1
                       ---------------------------------------------------------------  --------------------
        (2)Other (includes single payment, installment, all student loans, and revolving
           credit plans other than credit cards)                                         B486        141,594  1.a.1.d.2
                                                --------------------------------------  --------------------
      (e)Loans to foreign governments and official institutions                          4056              0  1.a.1.e
                                                               -----------------------  --------------------
      (f)All other loans in domestic offices                                             B487         12,778  1.a.1.f
                                            ------------------------------------------  --------------------
    (2) In foreign offices, Edge and Agreement subsidiaries, and IBFs                    4059              0  1.a.2
                                                                     -----------------  -------------------
    (3) Total interest and fee income on loans(sum of items 1.a.(1)(a) through 1.a.(2))  4010        821,392  1.a.3
                                                                                        --------------------
  b.  Income from lease financing receivables                                            4065              8  1.b
                                             -----------------------------------------  -------------------
  c.  Interest income on balances due from depository institutions:  (1)                 4115         17,203  1.c
                                                                        --------------  --------------------
  d.  Interest and dividend income on securities:
    (1) U.S. Treasury securities and U.S. Government agency obligations (excluding
        mortgage-backed securities)                                                      B488         11,027  1.d.1
                                   ---------------------------------------------------  --------------------
    (2) Mortgage-backed securities                                                       B489        226,937  1.d.2
                                  ----------------------------------------------------  --------------------
    (3) All other securities (includes securities issued by states and political
        subdivisions in the U.S.)                                                        4060          3,429  1.d.3
                                 -----------------------------------------------------  --------------------
  e.  Interest income from trading assets                                                4069              0  1.e
                                         ---------------------------------------------  --------------------
  f.  Interest income on federal funds sold and securities purchased under agreements to
      resell                                                                             4020            380  1.f
            --------------------------------------------------------------------------  --------------------
  g.  Other interest income                                                              4518          1,119  1.g
                           -----------------------------------------------------------  --------------------
  h.  Total interest income (sum of items 1.a.(3) through 1.g)                           4107      1,081,495  1.h
                                                              ------------------------  --------------------
2.  Interest expense:
  a.  Interest on deposits:
    (1) Interest on deposits in domestic offices:
      (a)Transaction accounts (NOW accounts, ATS accounts, and
         telephone and preauthorized transfer accounts)                                  4508          6,995  2.a.1.a
                                                       -------------------------------  --------------------
      (b)Nontransaction accounts:
        (1)Savings deposits (includes MMDAs)                                             0093        102,539  2.a.1.b.1
                                            ------------------------------------------  --------------------
        (2)Time deposits of $100,000 or more                                             A517         14,143  2.a.1.b.2
                                            ------------------------------------------  --------------------
        (3)Time deposits of less than $100,000                                           A518         32,074  2.a.1.b.3
                                              ----------------------------------------  --------------------
    (2) Interest on deposits in foreign offices, Edge and agreement subsidiaries,
        and IBFs                                                                         4172         17,851  2.a.2
                ----------------------------------------------------------------------  --------------------
  b.  Expense of federal funds purchased and securities sold under agreements to
      repurchase                                                                         4180        149,636  2.b
                ----------------------------------------------------------------------  --------------------
  c.  Interest on trading liabilities and other borrowed money                           4185          1,031  2.c
                                                              ------------------------  --------------------
---------
  (1) Includes interest income on time certificates of deposits not held for trading.



Wells Fargo Bank West, N.A.                                                                        FFIEC 031
-----------------------------------------------------------                                        RI-3
Legal Title of Bank                                                                                   4

FDIC Certificate Number - 03011

Schedule RI -- Continued
                                                                           ----------------
                                                                              Year-to-date
                                                                           ----------------
                                           Dollar Amounts in Thousands RIAD  Bil  Mil  Thou
-------------------------------------------------------------------------------------------
2.  Interest expense (continued):
  d.  Interest on subordinated notes and debentures                    4200          11,768                   2.d
                                                   ------------------  --------------------
  e.  Total interest expense (sum of items 2.a through 2.d)            4073         336,037                   2.e
                                                           ----------  -------------------------------------
3.  Net interest income (item 1.h minus 2.e)                                                 4074    745,458  3
                                            ---------------------------                    -----------------
4.  Provision for loan and lease losses                                                      4230     60,517  4
                                       --------------------------------                    -----------------
5.  Noninterest income:
                                                                       --------------------
  a.  Income from fiduciary activities (1)                             4070          29,368                   5.a
                                          ---------------------------  --------------------
  b.  Service charges on deposit accounts in domestic offices          4080          94,240                   5.b
                                                             --------  --------------------
  c.  Trading revenue (2)                                              A220           1,691                   5.c
                         --------------------------------------------  --------------------
  d.  Investment banking, advisory, brokerage, and underwriting fees
      and commissions                                                  B490           7,939                   5.d
                     ------------------------------------------------  --------------------
  e.  Venture capital revenue                                          B491               0                   5.e
                             ----------------------------------------  --------------------
  f.  Net servicing fees                                               B492               0                   5.f
                        ---------------------------------------------  --------------------
  g.  Net securitization income                                        B493               0                   5.g
                               --------------------------------------  --------------------
  h.  Insurance commissions and fees                                   B494           2,744                   5.h
                                    ---------------------------------  --------------------
  i.  Net gains (losses) on sales of loans and leases                  5416           1,426                   5.i
                                                     ----------------  --------------------
  j.  Net gains (losses) on sales of other real-estate owned           5415             197                   5.j
                                                            ---------  --------------------
  k.  Net gains (losses) on sales of other assets (excluding
      securities)                                                      B496             656                   5.k
                 ----------------------------------------------------  --------------------
  l.  Other noninterest income*                                        B497          59,086                   5.l
                               --------------------------------------  -------------------------------------
  m.  Total noninterest income (sum of items 5.a through 5.l)                                4079    197,347  5.m
                                                             --------                      -----------------
6.a.  Realized gains (losses) on held-to-maturity securities                                 3521          0  6.a
                                                            ---------                      -----------------
  b.  Realized gains (losses) on available-for-sale securities                               3196    100,034  6.b
                                                              -------                      -----------------
7.  Noninterest expense:
                                                                       --------------------
  a.  Salaries and employee benefits                                   4135         167,109                   7.a
                                    ---------------------------------  --------------------
  b.  Expenses of premises and fixed assets (net of rental income)
      (excluding salaries and employee benefits and mortgage interest) 4217          34,954                   7.b
                                                                       --------------------
  c.  Amortization expense of intangible assets (including goodwill)   4531           8,601                   7.c
                                                                    -  --------------------
  d.  Other noninterest expense*                                       4092         267,980                   7.d
                                -------------------------------------  -------------------------------------
  e.  Total noninterest expense (sum of items 7.a through 7.d)                               4093    478,644  7.e
                                                              -------                      -----------------
8.  Income (loss) before income taxes and extraordinary
    items, and other adjustments (item 3 plus or minus items 4, 5.m,
    6.a, 6.b, and 7.e)                                                                       4301    503,678  8
                      -----------------------------------------------                      -----------------
9.  Applicable income taxes (on item 8)                                                      4302    171,111  9
                                       ------------------------------                      -----------------
10. Income (loss) before extraordinary items and other adjustments
    (item 8 minus item 9)                                                                    4300    332,567  10
                         --------------------------------------------                      -----------------
11. Extraordinary items and other adjustments, net of income taxes *                         4320          0  11
                                                                    -                      -----------------
12. Net income (loss) (sum of items 10 and 11)                                               4340    332,567  12
                                              -----------------------      ---------------------------------
---------
  * Describe on Schedule RI-E - Explanations.
  (1) For banks required to complete Schedule RC-T, items 12 through 19, income
      from fiduciary activities reported in Schedule RI, item 5.a, must equal
      the amount reported in Schedule RC-T, item 19.
  (2) For banks required to complete Schedule RI, Memorandum item 8, trading
      revenue reported in Schedule RI, item 5.c must equal the sum of Memorandum
      items 8.a through 8.d.



Wells Fargo Bank West, N.A.                                                                        FFIEC 031
-----------------------------------------------------------                                        RI-4
Legal Title of Bank                                                                                   5
                                                                                                    -----
FDIC Certificate Number - 03011

Schedule RI -- Continued
                                                                                           -----------------
                                                                                               Year-to-Date
                                                                                           -----------------
Memoranda                                           Dollar Amounts in Thousands         RIAD  Bil  Mil  Thou
------------------------------------------------------------------------------------------------------------
1.  Interest expense incurred to carry tax-exempt securities, loans, and leases
    acquired after August 7, 1986, that is not deductible for federal income
    tax purposes                                                                        4513             386  M.1
                ----------------------------------------------------------------------  --------------------

2.  Income from the sale and servicing of mutual funds and annuities in domestic
    offices(included in Schedule RI, item 8)                                            8431             467  M.2
                                     -------------------------------------------------  --------------------
3.  Income on tax-exempt loans and leases to states and political subdivisions in
    the U.S. (included in Schedule RI, items 1.a and 1.b)                               4313           1,024  M.3
                                                         -----------------------------  --------------------
4.  Income on tax-exempt securities issued by states and political subdivisions in the
    U.S. (included in Schedule RI, item 1.d.(3))                                        4507           2,588  M.4
                                                --------------------------------------  --------------------
5.  Number of full-time equivalent employees at end of current period (round to                Number
    nearest whole number)                                                               4150           3,509  M.5
                         -------------------------------------------------------------  --------------------
6.  Not applicable
                                                                                        --------------------
7.  If the reporting bank has restated its balance sheet as a results of applying           CCYY / MM / DD
    push dowr accounting this calendar year, report the date of the bank's
    acquisition (1)                                                                     9106             N/A  M.7
                   -------------------------------------------------------------------  -------------------
8. Trading revenue (from cash instruments and derivative instruments) (sum of
  Memorandum items 8.a through 8.d must equal Schedule RI, item 5.c) (To be
  completed by banks that reported average trading assets (Schedule RC-K, item
  7) of $2 million or more for any quarter of the preceding calendar year.):
                                                                                        --------------------
                                                                                        RIAD  Bil  Mil  Thou
                                                                                        --------------------
  a.  Interest rate exposures                                                           8757           1,495  M.8.a
                             ---------------------------------------------------------  --------------------
  b.  Foreign exchange exposures                                                        8758             196  M.8.b
                                ------------------------------------------------------  --------------------
  c.  Equity security and index exposures                                               8759               0  M.8.c
                                         ---------------------------------------------  --------------------
  d.  Commodity and other exposures                                                     8760               0  M.8.d
                                   ---------------------------------------------------  --------------------

                                                                                        --------------------
9.  Impact on income of derivatives held for purposes other than trading:               RIAD  Bil  Mil  Thou
                                                                                        --------------------
  a.  Net increase (decrease) to interest income                                        8761               0  M.9.a
                                                --------------------------------------  --------------------
  b.  Net (increase) decrease to interest expense                                       8762               0  M.9.b
                                                 -------------------------------------  --------------------
  c.  Other (noninterest) allocations                                                   8763               0  M.9.c
                                     -------------------------------------------------  --------------------
10. Credit losses on derivatives (see instructions)                                     A251               0  M.10
                                                   -----------------------------------  --------------------
11. Does the reporting bank have a Subchapter S election in effect for                           YES / NO
    federal income tax purposes for the current year ?                                  --------------------
                                                                                        A530         NO       M.11
                                                      --------------------------------  --------------------
---------
  (1) For example, a bank acquired on June 1, 2001, would report 20010601



Wells Fargo Bank West, N.A.                                                                        FFIEC 031
-----------------------------------------------------------                                        RI-5
Legal Title of Bank                                                                                   6
                                                                                                    -----
FDIC Certificate Number - 03011

Schedule RI-A -- Changes in Equity Capital


Indicate decreases and losses in parentheses.
                                                                                        --------------------
                                                            Dollar Amounts in Thousands RIAD  Bil  Mil  Thou
------------------------------------------------------------------------------------------------------------
1.  Total equity capital most recently reported for the December 31, 2000, Reports
    of Condition and Income (i.e., after adjustments from amended Reports of Income)    3217       1,026,977  1
                                                                                    --  --------------------
2.  Restatements due to corrections of material accounting errors and changes in
    accounting principles*                                                              B507               0  2
                          ------------------------------------------------------------  --------------------
3.  Balance end of previous calendar year as restated (sum of items 1 and 2)            B508       1,026,977  3
                                                                            ----------  --------------------
4.  Net income (loss) (must equal Schedule RI, item 12)                                 4340         332,567  4
                                                       -------------------------------  --------------------
5.  Sale, conversion, acquisition, or retirement of capital stock, net (excluding
    treasury stock transactions)                                                        B509               0  5
                                ------------------------------------------------------  --------------------
6.  Treasury stock transactions, net                                                    B510               0  6
                                    --------------------------------------------------  --------------------
7.  Changes incident to business combinations, net                                      4356               0  7
                                                  ------------------------------------  --------------------
8.  LESS:  Cash dividends declared on preferred stock                                   4470               0  8
                                                     ---------------------------------  --------------------
9.  LESS:  Cash dividends declared on common stock                                      4460         185,000  9
                                                  ------------------------------------  --------------------
10. Other comprehensive income (1)                                                      B511         (51,667) 10
                                 -----------------------------------------------------  --------------------
11. Other transactions with parent holding company * (not included in items 5, 6,
    8, or 9 above)                                                                      4415          25,000  11
                  --------------------------------------------------------------------  --------------------
12. Total equity capital end of current period (sum of items 3 through 11) (must equal
    Schedule RC, item 28)                                                               3210       1,147,877  12
                         -------------------------------------------------------------  --------------------
---------
  * Describe on Schedule RI-E - Explanations.
  (1) Includes changes in net unrealized holding gains (losses) on
      available-for-sale securities, changes in accumulated net gains (losses)
      on cash flow hedges, foreign currency translation adjustments, and changes
      in minimum pension liability adjustments.


Schedule RI-B-- Charge-offs and Recoveries on Loans and Leases
                and Changes in Allowance for Loan and Lease Losses

Part I.  Charge-offs and Recoveries on Loans and Leases

                                                                  ------------------------------------------
                                                                                (Column A)       (Column B)
Part I excludes charge-offs and recoveries through                         Charge-offs (1)       Recoveries
the allocated transfer risk reserve.                              ------------------------------------------
                                                                                 Calendar year-to-date
                                                                  ------------------------------------------
                                      Dollar Amounts in Thousands RIAD  Bil  Mil  Thou  RIAD  Bil  Mil  Thou
------------------------------------------------------------------------------------------------------------
1.  Loans secured by real estate:
  a.  Construction, land development, and other land loans in
      domestic offices                                            3582           1,700  3583              94  1.a
                      ------------------------------------------  ------------------------------------------
  b.  Secured by farmland in domestic offices                     3584              12  3585               0  1.b
                                             -------------------  ------------------------------------------
  c.  Secured by 1-4 family residential properties in domestic
      offices:
    (1) Revolving, open-end loans secured by 1-4 family
        residential properties and extended under lines of
        credit                                                    5411           3,539  5412             180  1.c.1
              --------------------------------------------------  ------------------------------------------
    (2) Closed-end loans secured by 1-4 family residential
        properties                                                5413           1,543  5414             491  1.c.2
                  ----------------------------------------------  ------------------------------------------
  d.  Secured by multifamily (5 or more) residential properties
      in domestic offices                                         3588               0  3589               4  1.d
                         ---------------------------------------  ------------------------------------------
  e.  Secured by nonfarm nonresidential properties in domestic
      offices                                                     3590           3,357  3591             423  1.e
             ---------------------------------------------------  ------------------------------------------
  f.  In foreign offices                                          B512               0  B513               0  1.f
                        ----------------------------------------  ------------------------------------------
2.  Loans to depository institutions and acceptances of other
    banks:
  a.  To U.S. banks and other U.S. depository institutions        4653               0  4663               0  2.a
                                                          ------  ------------------------------------------
  b.  To foreign banks                                            4654               0  4664               0  2.b
                      ------------------------------------------  ------------------------------------------
3.  Loans to finance agricultural production and other loans to
    farmers                                                       4655             111  4665              85  3
           -----------------------------------------------------  ------------------------------------------
4.  Commercial and industrial loans:
  a.  To U.S. addressees (domicile)                               4645           9,428  4617           2,620  4.a
                                   -----------------------------  ------------------------------------------
  b.  To non-U.S. addressees (domicile)                           4646               0  4618               0  4.b
                                       -------------------------  ------------------------------------------
5.  Loans to individuals for household, family, and other personal
    expenditures:
  a.  Credit cards                                                B514               0  B515               0  5.a
                  ----------------------------------------------  ------------------------------------------
  b.  Other (includes single payment, installment, all student
      loans and revolving credit plans other than credit cards)   B516           6,670  B517           3,364  5.b
                                                               -  ------------------------------------------
---------
  (1) Includes write-downs arising from transfers of loans to the held-for-sale account.



Wells Fargo Bank West, N.A.                                                                        FFIEC 031
-----------------------------------------------------------                                        RI-6
Legal Title of Bank                                                                                   7
                                                                                                    -----
FDIC Certificate Number - 03011

Schedule RI-B -- Continued

Part I. Continued
                                                                  ------------------------------------------
                                                                                (Column A)       (Column B)
                                                                           Charge-offs (1)       Recoveries
                                                                  ------------------------------------------
                                                                                Calendar year-to-date
                                                                  ------------------------------------------
                                      Dollar Amounts in Thousands RIAD  Bil  Mil  Thou  RIAD  Bil  Mil  Thou
------------------------------------------------------------------------------------------------------------
6.  Loans to foreign governments and official institutions        4643               0  4627               0  6
                                                          ------  ------------------------------------------
7.  All other loans                                               4644           1,354  4628              34  7
                   ---------------------------------------------  ------------------------------------------
8.  Lease financing receivables:
  a.  To U.S. addressees (domicile)                               4658               0  4668               0  8.a
                                   -----------------------------  ------------------------------------------
  b.  To non-U.S. addressees (domicile)                           4659               0  4669               0  8.b
                                       -------------------------  ------------------------------------------
9.  Total (sum of items 1 through 8)                              4635          27,714  4605           7,295  9
                                    ----------------------------  ------------------------------------------


                                                                  ------------------------------------------
Memoranda                                                                       (Column A)       (Column B)
                                                                           Charge-offs (1)       Recoveries
                                                                  ------------------------------------------
                                                                                Calendar year-to-date
                                                                  ------------------------------------------
                                      Dollar Amounts in Thousands RIAD  Bil  Mil  Thou  RIAD  Bil  Mil  Thou
------------------------------------------------------------------------------------------------------------
1.  Loans to finance commercial real estate, construction, and
    land development activities (not secured by real estate)
    included in Schedule RI-B, part I, items 4 and 7, above       5409               0  5410               0  M.1
                                                           -----  ------------------------------------------
2.  Loans secured by real estate to non-U.S. addressees (domicile)
    (included in Schedule RI-B, part I, item 1, above):           4652               0  4662               0  M.2
                                                       ---------  ------------------------------------------
---------
  (1) Includes write-downs arising from transfers of loans to the held-for-sale account.


Part II.  Changes in Allowance for Loan and Lease Losses
                                                                                        --------------------
                                                            Dollar Amounts in Thousands RIAD  Bil  Mil  Thou
------------------------------------------------------------------------------------------------------------
1.  Balance most recently reported for the December 31, 2000, Reports of Condition
  and Income (i.e., after adjustments from amended Reports of Income)                   B522          79,109  1
                                                                     -----------------  --------------------
2.  Recoveries (must equal part I, item 9, column B above)                              4605           7,295  2
                                                          ----------------------------  --------------------
3.  LESS:  Charge-offs (sum of part I, item 9, column A above and Schedule RI-E,
    item 6.a)                                                                           C079          27,714  3
             -------------------------------------------------------------------------  --------------------
4.  Provision for loan and lease losses (must equal Schedule RI, item 4)                4230          60,517  4
                                                                        --------------  --------------------
5.  Adjustments * (see instructions for this schedule)                                  4815          (2,983) 5
                                                      --------------------------------  --------------------
6.  Balance end of current period (sum of items 1 through 5)
  (must equal Schedule RC, item 4.c)                                                    3123         116,224  6
                                    --------------------------------------------------  --------------------
---------
  * Include as a negative number write-downs arising from transfers of loan to
    the held-for-sale account. Describe all adjustments on Schedule RI-E -
    Explanations, item 6.




Wells Fargo Bank West, N.A.                                                                        FFIEC 031
-----------------------------------------------------------                                        RI-7
Legal Title of Bank                                                                                   8
                                                                                                    -----
FDIC Certificate Number - 03011


Schedule RI-D -- Income from International Operations

For all banks with foreign offices, Edge or Agreement subsidiaries, or IBFs
where international operations account for more than 10 percent of total
revenues, total assets, or net income.

                                                                                        --------------------
                                                                                               Year-to-Date
                                                                                        --------------------
                                                            Dollar Amounts in Thousands RIAD  Bil  Mil  Thou
------------------------------------------------------------------------------------------------------------
1.  Interest income and expense attributable to international operations:
  a.  Gross interest income                                                             B523             N/A  1.a
                           -----------------------------------------------------------  --------------------
  b.  Gross interest expense                                                            B524             N/A  1.b
                            ----------------------------------------------------------  --------------------
2.  Net interest income attributable to international operations (item 1.a minus 1.b)   B525             N/A  2.
                                                                                     -  --------------------
3.  Noninterest income and expense attributable to international operations:
  a.  Noninterest income attributable to international operations                       4097             N/A  3.a
                                                                 ---------------------  --------------------
  b.  Provisions for loan and lease losses attributable to international operations     4235             N/A  3.b
                                                                                   ---  --------------------
  c.  Other noninterest expense attributable to international operations                4239             N/A  3.c
                                                                        --------------  --------------------
  d.  Net noninterest income (expense) attributable to international operations
      (item 3.a minus 3.b and 3.c)                                                      4843             N/A  3.d
                                  ----------------------------------------------------  --------------------
4.  Estimated pretax income attributable to international operations before capital
    allocation adjustment (sum of items 2 and 3.d)                                      4844             N/A  4
                                                  ------------------------------------  --------------------
5.  Adjustment to pretax income for internal allocations to international operations
    to reflect the effects of equity capital on overall bank funding costs              4845             N/A  5
                                                                          ------------  --------------------
6.  Estimated pretax income attributable to international operations after capital
    allocation adjustment (sum of items 4 and 5)                                        4846             N/A  6
                                                --------------------------------------  --------------------
7.  Income taxes attributable to income from international operations as estimated
    in item 6                                                                           4797             N/A  7
             -------------------------------------------------------------------------  --------------------
8.  Estimated net income attributable to international operations (item 6 minus 7)      4341             N/A  8
                                                                                  ----  --------------------


Wells Fargo Bank West, N.A.                                                                        FFIEC 031
-----------------------------------------------------------                                        RI-8
Legal Title of Bank                                                                                   9
                                                                                                    -----
FDIC Certificate Number - 03011


Schedule RI-E -- Explanations

Schedule RI-E is to be completed each quarter on a calendar year-to-date basis.

Detail all adjustments in Schedules RI-A and RI-B, all extraordinary items and
other adjustments in Schedule RI, and all significant items of other noninterest
income and other noninterest expense in Schedule RI. (See instructions for
details.)

                                                                                        --------------------
                                                                                               Year-to-Date
                                                                                        --------------------
                                                            Dollar Amounts in Thousands RIAD  Bil  Mil  Thou
------------------------------------------------------------------------------------------------------------
1. Other noninterest income (from Schedule RI, item 5.l) Itemize and describe
   the three largest amounts that exceed 1% of the sum of Schedule RI, items 1.h
   and 5.m:
            TEXT
       -----                                                                            --------------------
    a. C013 Income and fees from the printing and sale of checks                        C013               0  1.a
       -----------------------------------------------------------------------------------------------------
    b. C014 Earnings on/increase in value of cash surrender value of life insurance     C014               0  1.b
       -----------------------------------------------------------------------------------------------------
    c. C016 Income and fees from automated teller machines (ATMs)                       C016               0  1.c
       -----------------------------------------------------------------------------------------------------
    d. 4042 Rent and other income from other real estate owned                          4042               0  1.d
       -----------------------------------------------------------------------------------------------------
    e. C015 Safe deposit box rent                                                       C015               0  1.e
       -----------------------------------------------------------------------------------------------------
    f. 4461 Merchant Discounts                                                          4461          18,275  1.f
       -----------------------------------------------------------------------------------------------------
    g. 4462 Processing Fees                                                             4462          15,595  1.g
       -----------------------------------------------------------------------------------------------------
    h. 4463                                                                             4463             N/A  1.h
       -----------------------------------------------------------------------------------------------------
2. Other noninterest income (from Schedule RI, item 7.d): Itemize and describe
   the three largest amounts that exceed 1% of the sum of Schedule RI, items 1.h
   and 5.m:
            TEXT
       -----                                                                            --------------------
    a. C017 Data processing expenses                                                    C017               0  2.a
       -----------------------------------------------------------------------------------------------------
    b. 0497 Advertising and marketing expenses                                          0497               0  2.b
       -----------------------------------------------------------------------------------------------------
    c. 4136 Director's fees                                                             4136               0  2.c
       -----------------------------------------------------------------------------------------------------
    d. C018 Printing, stationery, and supplies                                          C018               0  2.d
       -----------------------------------------------------------------------------------------------------
    e. 8403 Postage                                                                     8403               0  2.e
       -----------------------------------------------------------------------------------------------------
    f. 4141 Legal fees and expenses                                                     4141               0  2.f
       -----------------------------------------------------------------------------------------------------
    g. 4146 FDIC deposit insurance assessments                                          4146               0  2.g
       -----------------------------------------------------------------------------------------------------
    h. 4464 Intercompany Allocations                                                    4464         222,170  2.h
       -----------------------------------------------------------------------------------------------------
    i. 4467 Fee &amp; Service Charge Expenses                                           4467          15,832  2.i
       -----------------------------------------------------------------------------------------------------
     j 4468                                                                             4468             N/A  2.j
       -----------------------------------------------------------------------------------------------------
3.Extraordinary items and other adjustments and applicable income tax effect
  (from Schedule RI, item 11) (itemize and describe all extraordinary items
  and other adjustments):
            TEXT
       -----                                                                            --------------------
a. (1) 6373 Effect of adopting FAS 133, "Accounting for Derivative Instruments and
            Hedging Activities"                                                         6373               0  3.a
       -----------------------------------------------------------------------------------------------------
       (2) Applicable income tax effect                                    4486        0                      3.a.2
                                       ----------------------------------  ---------------------------------
       -----
b. (1) 4487                                                                             4487             N/A  3.b.1
       -----------------------------------------------------------------------------------------------------
       (2) Applicable income tax effect                                    4486        0                      3.b.2
                                       ----------------------------------  ---------------------------------
       -----
c. (1) 4489                                                                             4489             N/A  3.c.1
       -----------------------------------------------------------------------------------------------------
       (2) Applicable income tax effect                                    4491        0                      3.c.2
                                       ----------------------------------  ---------------------------------



Wells Fargo Bank West, N.A.                                                                        FFIEC 031
-----------------------------------------------------------                                        RI-9
Legal Title of Bank                                                                                   10
                                                                                                    ------
FDIC Certificate Number - 03011

Schedule RI-E -- Continued
                                                                                                ------------
                                                                                                Year-to-Date
                                                                                           -----------------
                                                            Dollar Amounts in Thousands RIAD  Bil  Mil  Thou
------------------------------------------------------------------------------------------------------------
4. Restatements due to corrections of material accounting errors and changes in
  accounting principles (from Schedule RI-A, item 2) (itemize and describe all
  restatements):
            TEXT
       -----                                                                            --------------------
    a. B526                                                                             B526             N/A  4.a
       -----------------------------------------------------------------------------------------------------
    b. B527                                                                             B527             N/A  4.b
       -----------------------------------------------------------------------------------------------------
5. Other transactions with parent holding company (from Schedule RI-A, item 11)
  (itemize and describe all such transactions):
            TEXT
       -----                                                                            --------------------
    a. 4498 Capital infusions                                                           4498          25,000  5.a
       -----------------------------------------------------------------------------------------------------
    b. 4499                                                                             4499             N/A  5.b
       -----------------------------------------------------------------------------------------------------
6. Adjustments to allowance for loan and lease losses (from Schedule RI-B, part
   II, item 5) (itemize and describe all adjustments):
            TEXT
       -----                                                                            --------------------
    a. 5523 Write-downs arising from transfers of loans in the held-for-sale account    5523               0  6.a

       -----------------------------------------------------------------------------------------------------
    b. 4522 Sale of loans to related banks                                              4522          (2,983) 6.b
       -----------------------------------------------------------------------------------------------------
7. Other explanations (the space below is provided for the bank to briefly
   describe, at its option, any other significant items affecting the Report
   of Income):
                                            RIAD
                                            ----
   X = NO COMMENT - Y = COMMENT             4769      X
                                -----------  ----------------
   Other explanations (please type or print clearly):
            TEXT (70 characters per line)
       -----
       4769
       -------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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





Wells Fargo Bank West, N.A.                                                                        FFIEC-031
-----------------------------------------------------------                                        RC-1
Legal Title of Bank                                                                                   11                                                                                                                                                                                                                                                                                                                                                                                                       RC-111
Denver                                                                                              ------
-----------------------------------------------------------
City
CO                                          80274-0002
-----------------------------------------------------------
State                                       Zip Code

Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for December 31, 2001

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.

Schedule RC -- Balance Sheet

                                                                                        --------------------
                                                            Dollar Amounts in Thousands RCFD  Bil  Mil  Thou
------------------------------------------------------------------------------------------------------------
ASSETS
1.  Cash and balances due from depository institutions (from Schedule RC-A):
  a.  Noninterest-bearing balances and currency and coin (1)                            0081       1,012,076  1.a
                                                            --------------------------  --------------------
  b.  Interest-bearing balances (2)                                                     0071         652,187  1.b
                                   ---------------------------------------------------  --------------------
2.  Securities:
  a.  Held-to-maturity securities (from Schedule RC-B, column A)                        1754               0  2.a
                                                                ----------------------  --------------------
  b.  Available-for-sale securities (from Schedule RC-B, column D)                      1773       3,503,982  2.b
                                                                  --------------------  --------------------
3.  Federal funds sold and securities purchased under agreements to resell              1350          10,627  3
                                                                          ------------  --------------------
4.  Loans and lease financing receivables (from Schedule RC-C):
  a.  Loans and leases held for sale                                                    5369         540,251  4.a
                                    -----------------------------------  -----------------------------------
  b.  Loans and leases, net of unearned income                           B528 11,761,472                      4.b
                                              -------------------------  ---------------
  c.  LESS:  Allowance for loan and lease losses                         3123   116,224                       4.c
                                                -----------------------  -----------------------------------
  d.  Loans and leases, net of unearned income and allowance (item 4.b minus 4.c)       B529      11,645,248  4.d
                                                                                 -----  --------------------
5.  Trading assets (from Schedule RC-D)                                                 3545             878  5
                                       -----------------------------------------------  --------------------
6.  Premises and fixed assets (including capitalized leases)                            2145         130,346  6
                                                            --------------------------  --------------------
7.  Other real estate owned (from Schedule RC-M)                                        2150           8,788  7
                                                --------------------------------------  --------------------
8.  Investments in unconsolidated subsidiaries and associated companies (from
    Schejule RC-M)                                                                      2130               0  8
                  --------------------------------------------------------------------  --------------------
9.  Customers' liability to this bank on acceptances outstanding                        2155             305  9
                                                                ----------------------  --------------------
10. Intangible assets:
    a.  Goodwill                                                                        3163          44,327  10.a
                ----------------------------------------------------------------------  --------------------
    b.  Other intangible assets (from Schedule RC-M)                                    0426          33,474  10.b
                                                    ----------------------------------  --------------------
11. Other assets (from Schedule RC-F)                                                   2160         342,160  11
                                     -------------------------------------------------  --------------------
12. Total assets (sum of items 1 through 11)                                            2170      17,924,649  12
                                            ------------------------------------------  --------------------
---------
  (1) Includes cash items in process of collection and unposted debits.
  (2) Includes time certificates of deposit not held for trading.



Wells Fargo Bank West, N.A.                                                                        FFIEC 031
-----------------------------------------------------------                                        RC-2
Legal Title of Bank                                                                                   12
                                                                                                    ------
FDIC Certificate Number - 03011

Schedule RC -- Continued
                                                                                              --------------
                                                               Dollar Amounts in Thousands    Bil  Mil  Thou
-------------------------------------------------------------------------------------------   --------------
LIABILITIES
13. Deposits:
                                                                                           ----
    a.  In domestic offices (sum of totals of columns A and C from Schedule                RCON
                                                                                           -----------------
        RC-C, part I)                                                                      2200    9,824,858  13.a
                      -------------------------------------------------------------------  -----------------
      (1)Noninterest-bearing (1)                                           6631   3,348,171                   13.a.1
                                -----------------------------------------  ----------------
      (2)Interest-bearing                                                  6636   6,476,687                   13.a.2
                         ------------------------------------------------  --------------------
    b.  In foreign offices, Edge and Agreement subsidiaries, and IBFs                      RCFN
                                                                                           -----------------
      (from Schedule RC-E, part II)                                                        2200      535,612  13.b
                                   -------------------------------------------------------------------------
      (1)Noninterest-bearing                                               6631         0                     13.b.1
                            --------------------------------------------------------------------------------
      (2)Interest-bearing                                                  6636   535,612  RCFD               13.b.2
                         ----------------------------------------------------------------------
14. Federal funds purchased and securities sold under agreements to repurchase             2800    5,939,136  14
                                                                              -----------  -----------------
15. Trading liabilities (from Schedule RC-D)                                               3548          858  15
                                            ---------------------------------------------  -----------------
16. Other borrowed money (includes mortgage indebtedness and obligations
    under capitalized leases) (from Schedule RC-M):                                        3190       26,115  16
                                                   --------------------------------------  -----------------
17. Not applicable
                                                                                           -----------------
18. Bank's liability on acceptances executed and outstanding                               2920          305  18
                                                            -----------------------------  -----------------
19. Subordinated notes and debentures (2)                                                  3200      332,000  19
                                         ------------------------------------------------  -----------------
20. Other liabilities (from Schedule RC-G)                                                 2930      117,814  20
                                          -----------------------------------------------  -----------------
21. Total liabilities (sum of items 13 through 20)                                         2948   16,776,698  21
                                                  ---------------------------------------  -----------------
22. Minority interest in consolidated subsidiaries                                         3000           74  22
                                                  ---------------------------------------  -----------------
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus                                          3838            0  23
                                                 ----------------------------------------  -----------------
24. Common stock                                                                           3230      100,000  24
                -------------------------------------------------------------------------  -----------------
25. Surplus (exclude all surplus related to preferred stock)                               3839      562,660  25
                                                            -----------------------------  -----------------
26. a.  Retained earnings                                                                  3632      480,245  26.a
                         ----------------------------------------------------------------  -----------------
    b.  Accumulated other comprehensive income (3)                                         B530        4,972  26.b
                                                  ---------------------------------------  -----------------
27. Other equity capital components (4)                                                    A130            0  27
                                       --------------------------------------------------  -----------------
28. Total equity capital (sum of items 23 through 27)                                      3210    1,147,877  28
                                                     ------------------------------------  -----------------
29. Total liabilities, minority interest, and equity capital (sum of items 21,
    22, and 28)                                                                            3300   17,924,649  29
               --------------------------------------------------------------------------  -----------------

Memorandum
To be reported only with the March Report of Condition.
1.  Indicate in the box at the right the number of the statement below that best           -----------------
    describes the most comprehensive level of auditing work performed for the bank         RCFD     Number
    by independent external auditors as of any date during 2000                            -----------------
                                                                                           6724          N/A  M.1
                                                                                           -----------------

1 =  Independent audit of the bank conducted in            4 =  Director's examination of the bank conducted
     accordance with generally accepted auditing                in accordance with generally accepted auditing
     standards by a certified public accounting                 standards by a certified public accounting firm
     firm which submits a report on the bank                    (may be required by state chartering authority)
2 =  Independent audit of the bank's parent holding        5 =  Directors' examination of the bank performed by
     company conducted in accordance with generally             other external auditors (may be required by state
     accepted auditing standards by a certified public          chartering authority)
     accounting firm which submits a report on the         6 =  Review of the bank's financial statements by
     consolidated holding company (but not on the bank          external auditors
     separately)                                           7 =  Compilation of the bank's financial statements
3 =  Attestation on bank management's assertion on the          by external auditors
     effectiveness of the bank's internal control over     8 =  Other audit procedures (excluding tax
     financial reporting by a certified public                  preparation work)
     accounting firm                                       9 =  No external audit work

---------
  (1) Includes total demand deposits and noninterest-bearing time and savings
      deposits.
  (2) Includes limited-life preferred stock and related surplus.
  (3) Includes net unrealized holding gains (losses) on available-for-sale
      securities, accumulated net gains (losses) on cash flow hedges, cumulative
      foreign currency translation adjustments, and minimum pension liability
      adjustments.
  (4) Includes treasury stock and unearned Employee Stock Ownership Plan shares.



Wells Fargo Bank West, N.A.                                                                        FFIEC 031
-----------------------------------------------------------                                        RC-3
Legal Title of Bank                                                                                   13
                                                                                                    ------
FDIC Certificate Number - 03011

Schedule RC-A -- Cash and Balance Due From Depository Institutions

Exclude assets held for trading.
                                                                           ---------------------------------
                                                                               (Column A)       (Column B)
                                                                              Consolidated      Domestic
                                                                                Bank           Offices
                                                                           ---------------------------------
                                      Dollar Amounts in Thousands RCFD  Bil  Mil  Thou  RCON  Bil  Mil  Thou
------------------------------------------------------------------------------------------------------------
1.  Cash items in process of collection, unposted debits, and
    currency and coin                                             0022         962,779                        1
                     -------------------------------------------  ------------------------------------------
  a.  Cash items in process of collection and unposted debits                           0020        780,851  1.a
                                                             ---                        --------------------
  b.  Currency and coin                                                                 0080        181,928  1.b
                       -----------------------------------------                        --------------------
2.  Balance due from depository institutions in the U.S.                                0082         36,908  2
                                                        --------  ------------------------------------------
  a.  U.S. branches and agencies of foreign banks (including
      their IBFs)                                                 0083               0                        2.a
                 -----------------------------------------------  --------------------
  b.  Other commercial banks in the U.S. and other depository
      institutions in the U.S. (including their IBFs)             0085          36,908                        2.b
                                                     -----------  ------------------------------------------
3.  Balance due from banks in foreign countries and foreign
    central banks                                                                       0070         651,966  3
                 -----------------------------------------------  ------------------------------------------
  a.  Foreign branches of other U.S. banks                        0073          651,937                       3.a
                                          ----------------------  ---------------------
  b.  Other banks in foreign countries and foreign central
      banks                                                       0074               29                       3.b
           -----------------------------------------------------  ------------------------------------------
4.  Balances due from Federal Reserve Banks                       0090           12,610 0090          12,610  4
                                           ---------------------  ------------------------------------------
5.  Total (sum of items 1 through 4) (total of column A must
    equal Schedule RC, sum of items 1.a and 1.b)                  0010        1,664,263 0010       1,664,263  5
                                        ------------------------  ------------------------------------------

Schedule RC-B -- Securities

Exclude assets held for trading.

                                  --------------------------------------------------------------------------
                                             Held-to-maturity                   Available-for-sale
                                  --------------------------------------------------------------------------
                                      (Column A)        (Column B)         (Column C)         (Column D)
                                    Amortized Cost      Fair Value       Amortized Cost       Fair Value
                                  -----------------  -----------------  -----------------  -----------------
      Dollar Amounts in Thousands RCFD Bil Mil Thou  RCFD Bil Mil Thou  RCFD Bil Mil Thou  RCFD Bil Mil Thou
------------------------------------------------------------------------------------------------------------
1.  U.S. Treasury securities      0211            0  0213            0  1286      130,729  1287      134,552  1
                            ----  --------------------------------------------------------------------------
2.  U.S. Government agency obligations
  (exclude mortgage-backed securities):
  a.  Issued by U.S. Government
      agencies (1)                1289            0  1290            0  1291          368  1293          394  2.a
                  --------------  --------------------------------------------------------------------------
  b.  Issued by U.S. Government-
      sponsored agencies (2)      1294            0  1295            0  1297       48,931  1298       51,449  2.b
                            ----  --------------------------------------------------------------------------
3.  Securities issued by states
    and political subdivisions
    in the U.S.                   8496            0  8497            0  8498       44,306  8499       45,376  3
               -----------------  --------------------------------------------------------------------------
---------
  (1) Includes Small Business Administration `Guaranteed Loan Pool Certificates,
      ' U.S. Maritime Administration obligations, and Export - Import Bank
      participation certificates.
  (2) Includes obligations (other than mortgage-backed securities) issued by the
      Farm Credit System, the Federal Home Loan Bank System, The Federal Home
      Loan Mortgage Corporation, the Federal National Mortgage Association, the
      Financing Corporation, Resolution Funding Corporation, the Student Loan
      Marketing Association, and the Tennessee Valley Authority.



Wells Fargo Bank West, N.A.                                                                        FFIEC 031
-----------------------------------------------------------                                        RC-4
Legal Title of Bank                                                                                   14
                                                                                                    ------
FDIC Certificate Number - 03011


Schedule RC-B -- Continued
                                  --------------------------------------------------------------------------
                                             Held-to-maturity                   Available-for-sale
                                  --------------------------------------------------------------------------
                                      (Column A)        (Column B)         (Column C)         (Column D)
                                    Amortized Cost      Fair Value       Amortized Cost       Fair Value
                                  -----------------  -----------------  -----------------  -----------------
      Dollar Amounts in Thousands RCFD Bil Mil Thou  RCFD Bil Mil Thou  RCFD Bil Mil Thou  RCFD Bil Mil Thou
------------------------------------------------------------------------------------------------------------


4.  Mortgage-backed securities (MBS):
  a.  Pass-through securities:
    (1) Guaranteed by GNMA        1698            0  1699            0  1   701 1,755,476  1702    1,740,010  4.a.1
                          ------  --------------------------------------------------------------------------
    (2) Issued by FNMA and FHLMC  1703            0  1705            0     1706 1,393,251  1707    1,406,734  4.a.2
                                  --------------------------------------------------------------------------
    (3) Other pass-through
        securities                1709            0  1710            0  1711            0  1713            0  4.a.3
                  --------------  --------------------------------------------------------------------------
  b.  Other mortgage-backed securities
      (include CMOs, REMICs and
      stripped MBS):
    (1) Issued or guaranteed by
        FNMA, FHLMC, or GNMA      1714            0  1715            0  1716       17,589  1717       17,673  4.b.1
                            ----  --------------------------------------------------------------------------
    (2) Collateralized by MBS
        issued or guaranteed by
        FNMA, FHLMC, or GNMA      1718            0  1719            0  1731           16  1732           17  4.b.2
                            ----  --------------------------------------------------------------------------
    (3) All other mortgage-
        backed securities         1733            0  1734            0  1735       40,593  1736       40,677  4.b.3
                         -------  --------------------------------------------------------------------------
5.  Asset-backed securities (ABS):
  a.  Credit card receivables     B838            0  B839            0  B840        1,229  B841        1,256  5.a
                             ---  --------------------------------------------------------------------------
  b.  Home equity lines           B842            0  B843            0  B844            0  B845            0  5.b
                       ---------  --------------------------------------------------------------------------
  c.  Automobile loans            B846            0  B847            0  B848        1,769  B849        1,795  5.c
                      ----------  --------------------------------------------------------------------------
  d.  Other consumer loans        B850            0  B851            0  B852        3,158  B853        3,276  5.d
                          ------  --------------------------------------------------------------------------
  e.  Commercial and industrial
      loans                       B854            0  B855            0  B856          375  B857          361  5.e
           ---------------------  --------------------------------------------------------------------------
  f.  Other                       B858            0  B859            0  B860            0  B861            0  5.f
           ---------------------  --------------------------------------------------------------------------
6.  Other debt securities:
  a.  Other domestic debt
      securities                  1737            0  1738            0  1739        1,807  1741        1,813  6.a
                ----------------  --------------------------------------------------------------------------
  b.  Foreign debt securities     1742            0  1743            0  1744        4,137  1746        4,139  6.b
                             ---  --------------------------------------------------------------------------
7.  Investments in mutual funds and
    other equity securities with
    readily determinable fair
    values (1)                                                           A510      53,124  A511       54,460  7
              ------------------                                         -----------------------------------
8.  Total (sum of items 1 through
    7) (total of Column A must
    equal Schedule RC item 2.a)
    (total of column D must
    equal Schedule RC, item
    2.b)                          1754            0  1771            0  1772    3,496,858  1773    3,503,982  8
        ------------------------  --------------------------------------------------------------------------
---------
  (1) Report Federal Reserve stock, Federal Home Loan Bank stock, and banker's
bank stock in Schedule RC-F, item 4.



Wells Fargo Bank West, N.A.                                                                        FFIEC 031
-----------------------------------------------------------                                        RC-5
Legal Title of Bank                                                                                   15
                                                                                                    ------
FDIC Certificate Number - 03011

Schedule RC-B -- Continued

                                                                                           -----------------
Memoranda                                                   Dollar Amounts in Thousands RCFD  Bil  Mil  Thou
------------------------------------------------------------------------------------------------------------

1.  Pledged securities (1)                                                              0416         115,607  M.1
                          ------------------------------------------------------------  --------------------
2.  Maturity and repricing data for debt securities (1,2) (excluding those in
    nonaccrual status):
  a.Securities issued by the U.S. Treasury, U.S. Government agencies, and states
    and political subdivisions in the U.S.; other non-mortgage debt securities; and
    mortgage pass-through securities other than those backed by closed-end
    first lien 1-4 family residential mortgages with a remaining maturity or next
    repricing date of:  (3,4)
    (1) Three months or less                                                            A549          19,140  M.2.a.1
                            ----------------------------------------------------------  --------------------
    (2) Over three months through 12 months                                             A550           8,823  M.2.a.2
                                           -------------------------------------------  --------------------
    (3) Over one year through three years                                               A551         135,909  M.2.a.3
                                         ---------------------------------------------  --------------------
    (4) Over three years through five years                                             A552          11,516  M.2.a.4
                                           -------------------------------------------  --------------------
    (5) Over five years through 15 years                                                A553          63,159  M.2.a.5
                                        ----------------------------------------------  --------------------
    (6) Over 15 years                                                                   A554           5,864  M.2.a.6
                     -----------------------------------------------------------------  --------------------
  b.  Mortgage pass-through securities backed by closed-end first lien 1-4 family
      residential mortgages with a remaining maturity or next repricing date of:  (3,5)
    (1) Three months or less                                                            A555          40,807  M.2.b.1
                            ----------------------------------------------------------  --------------------
    (2) Over three months through 12 months                                             A556           2,017  M.2.b.2
                                           -------------------------------------------  --------------------
    (3) Over one year through three years                                               A557             115  M.2.b.3
                                         ---------------------------------------------  --------------------
    (4) Over three years through five years                                             A558             186  M.2.b.4
                                           -------------------------------------------  --------------------
    (5) Over five years through 15 years                                                A559          58,551  M.2.b.5
                                        ----------------------------------------------  --------------------
    (6) Over 15 years                                                                   A560       3,045,068  M.2.b.6
                     -----------------------------------------------------------------  --------------------
  c.  Other mortgage-backed securities (include CMOs, REMICs, and stripped MBS;
      exclude mortgage pass-through securities) with an expected average life of:(6)
    (1) Three years or less                                                             A561          19,646  M.2.c.1
                           -----------------------------------------------------------  --------------------
    (2) Over three years                                                                A562          38,721  M.2.c.2
                        --------------------------------------------------------------  --------------------
  d.  Debt securities with a REMAINING MATURITY of one
      year or less (included in Memorandum items 2.a through 2.c above)                 A248          26,941  M.2.d
                                                                       ---------------  --------------------
3. Amortized cost of held-to-maturity securities sold or transferred to
   available-for-sale or trading securities during the calendar year-to-date
    report the amortized cost at date of sale or transfer)                              1778               0  M.3
                                                           ---------------------------  --------------------
4. Structured notes (included in the held-to-maturity and available-for-sale
   accounts in Schedule RC-B, items 2, 3, 5, and 6):
  a.  Amortized cost                                                                    8782               0  M.4.a
                    ------------------------------------------------------------------  --------------------
  b.  Fair value                                                                        8783               0  M.4.b
                ----------------------------------------------------------------------  --------------------
---------
 (1) Includes held-to-maturity securities at amortized cost and
     available-for-sale securities at fair value.
 (2) Exclude investments in mutual funds and other equity securities with
     readily determinable fair values.
 (3) Report fixed rate debt securities by remaining maturity and floating rate
     debt securities by next repricing date.
 (4) Sum of Memorandum items 2.a.(1) through 2.a.(6) plus any nonaccrual debt
     securities in the categories of debt securities reported in Memorandum item
     2.a that are included in Schedule RC-N, item 9, column C, must equal
     Schedule RC-B, sum of items 1, 2, 3, 5, and 6, columns A and D, plus
     mortgage pass-through securities other than those backed by closed-end
     first lien 1-4 family residential mortgages included in Schedule RC-B, item
     4.a, columns A and D.
  (5) Sum of Memorandum items 2.b.(1) through 2.b.(6) plus any nonaccrual
      mortgage pass-through securities backed by closed-end first lien 1-4
      family residential mortgages included in Schedule RC-N, item 9, column C,
      must equal Schedule RC-B, item 4.a, sum of columns A and D, less the
      amount of mortgage pass-through securities other than those backed by
      closed-end first lien 1-4 family residential mortgages included in
      Schedule RC-B, item 4.a, columns A and D.
  (6) Sum of Memorandum items 2.c.(1) and 2.c.(2) plus any nonaccrual "Other
      mortgage-backed securities" included in Schedule RC-N, item 9, column C,
      must equal Schedule RC-B, item 4.b, sum of columns A and D.



Wells Fargo Bank West, N.A.                                                                        FFIEC 031
-----------------------------------------------------------                                        RC-6
Legal Title of Bank                                                                                   16
                                                                                                    ------
FDIC Certificate Number - 03011


Schedule RC-C -- Loans and Lease Financing Receivables

Part I.  Loans and Leases

Do not deduct the allowance for loan and lease losses from amounts reported in
this schedule. Report (1) loans and leases held for sale and (2) other loans and
leases, net of unearned income. Report loans and leases net of any applicable
allocated transfer risk reserve.
Exclude assets held for trading and commercial paper.
                                                                   ----------------------------------------
                                                                               (Column A)       (Column B)
                                                                              Consolidated      Domestic
                                                                                Bank           Offices
                                                                   -----------------------------------------
                                      Dollar Amounts in Thousands RCFD  Bil  Mil  Thou  RCON  Bil  Mil  Thou
------------------------------------------------------------------------------------------------------------
1.  Loans secured by real estate                                  1410       9,937,227                        1
                                --------------------------------  ------------------------------------------
  a.  Construction, land development, and other land loans                              1415         451,849  1.a
                                                          ------                        --------------------
  b.  Secured by farmland (including farm residential and other
      improvements)                                                                     1420          31,056  1.b
                   ---------------------------------------------                        --------------------
  c.  Secured by 1-4 family residential properties:
    (1) Revolving, open-end loans secured by 1-4 family residential
        properties and extended under lines of credit                                   1797       4,889,231  1.c.1
                                                     ----------                         --------------------
    (2) Closed-end loans secured by 1-4 family residential properties:
        (a)Secured by first liens                                                       5367         535,242  1.c.2.a
                                 -------------------------------                        --------------------
        (b)Secured by junior liens                                                      5368       3,250,552  1.c.2.b
                                  ------------------------------                        --------------------
  d.  Secured by multifamily (5 or more) residential properties                         1460          44,391  1.d
                                                               -                        --------------------
  e.  Secured by nonfarm nonresidential properties                                      1480         734,906  1.e
                                                  --------------                        --------------------
2.  Loans to depository institutions and acceptances of other banks:
  a.  To commercial banks in the U.S.                                                   B531         165,004  2.a
                                     ---------------------------  ------------------------------------------
    (1) To U.S. branches and agencies of foreign banks            B532               0                        2.a.1
                                                      ----------  --------------------
    (2) To other commercial banks in the U.S.                     B533         165,004                        2.a.2
                                             -------------------  ------------------------------------------
  b.  To other depository institutions in the U.S.                B534               0  B534               0  2.b
                                                  --------------  ------------------------------------------
  c.  To banks in foreign countries                                                     B535               0  2.c
                                   -----------------------------  ------------------------------------------
    (1) To foreign branches of other U.S. banks                   B536               0                        2.c.1
                                               -----------------  --------------------
    (2) To other banks in foreign countries                       B537               0                        2.c.2
                                           ---------------------  ------------------------------------------
3.  Loans to finance agricultural production and other loans to
    farmers                                                       1590         118,464  1590         118,464  3
           -----------------------------------------------------  ------------------------------------------
4.  Commercial and industrial loans:
  a.  To U.S. addressees (domicile)                               1763         651,209  1763         651,209  4.a
                                   -----------------------------  ------------------------------------------
  b.  To non-U.S. addressees (domicile)                           1764              38  1764              38  4.b
                                       -------------------------  ------------------------------------------
5.  Not applicable.
6.  Loans to individuals for household, family, and other
    personal expenditures (i.e., consumer loans)
    (includes purchased paper):
  a.  Credit cards                                                B538             518  B538             518  6.a
                  ----------------------------------------------  ------------------------------------------
  b.  Other revolving credit plans                                B539          92,383  B539          92,383  6.b
                                  ------------------------------  ------------------------------------------
  c.  Other consumer loans (includes single payment,
      installment, and all student loans                          2011       1,275,406  2011       1,275,406  6.c
                                        ------------------------  ------------------------------------------
7.  Loans to foreign government and official institutions
    (including foreign central banks)                             2081               0  2081               0  7
                                     ---------------------------  ------------------------------------------
8.  Obligations (other than securities and leases) of states
    and political subdivisions in the U.S.                        2107          19,759  2107          19,759  8
                                          ----------------------  ------------------------------------------
9.  Other loans                                                   1563          41,624                        9
               -------------------------------------------------  ------------------------------------------
  a.  Loans for purchasing or carrying securities (secured
      and unsecured)                                                                    1545          23,862  9.a
                    --------------------------------------------                        --------------------
  b.  All other loans (exclude consumer loans)                                          1564          17,762  9.b
                                              ------------------                        --------------------
10. Lease financing receivables (net of unearned income)                                2165              91  10
                                                        --------  ------------------------------------------
  a.  Of U.S. addressees (domicile)                               2182              91                       10.a
                                   -----------------------------  --------------------
  b.  Of non-U.S. addressees (domicile)                           2183               0                       10.b
                                       -------------------------  ------------------------------------------
11. LESS:  Any unearned income on loans reflected in items
    1-9 above                                                     2123               0  2123               0  11
             ---------------------------------------------------  ------------------------------------------
12. Total loans and leases, net of unearned income (sum of
    items 1 through 10 minus item 11) (total of column A
    must equal Schedule RC, item 4.a and 4.b)                     2122      12,301,723  2122      12,301,723  12
                                             -------------------  ------------------------------------------



Wells Fargo Bank West, N.A.                                                                        FFIEC 031
-----------------------------------------------------------                                        RC-7
Legal Title of Bank                                                                                   17
                                                                                                    ------
FDIC Certificate Number - 03011

Schedule RC-C -- Continued

Part I. Continued

                                                                                        --------------------
Memoranda                                                   Dollar Amounts in Thousands RCFD  Bil  Mil  Thou
------------------------------------------------------------------------------------------------------------
1. Loans and Leases restructured and in compliance with modified terms (included
  in Schedule RC-C, part I, and not reported as past due or nonaccrual in
  Schedule RC-N, Memorandum item 1) (exclude loans secured by 1-4 family
  residential properties and loans to individuals for
  household, family, and other personal expenditures)                                   1616              0  M.1
                                                     ---------------------------------  -------------------
2.  Maturity and repricing data for loans and leases (excluding those in nonaccrual
    status):
  a.  Closed-end loans secured by first liens on 1-4 family residential properties
      in domestic offices (reported in Schedule RC-C, part I, item 1.c.(2)(a),
      column B) with a remaining maturity or next repricing date of:(1,2)
                                                                                        ----
                                                                                        RCON
                                                                                        ----
    (1) Three months or less                                                            A564          74,838  M.2.a.1
                            ----------------------------------------------------------  --------------------
    (2) Over three months through 12 months                                             A565          45,100  M.2.a.2
                                           -------------------------------------------  --------------------
    (3) Over one year through three years                                               A566          93,699  M.2.a.3
                                         ---------------------------------------------  --------------------
    (4) Over three years through five years                                             A567          60,400  M.2.a.4
                                           -------------------------------------------  --------------------
    (5) Over five years through 15 years                                                A568          93,563  M.2.a.5
                                        ----------------------------------------------  --------------------
    (6) Over 15 years                                                                   A569         163,585  M.2.a.6
                     -----------------------------------------------------------------  --------------------
  b.  All loans and leases (reported in Schedule RC-C, part I, items 1 through
      10, column A) EXCLUDING closed-end loans secured by first liens on 1-4
      family residential properties in domestic offices (reported in Schedule
      RC-C, part I item 1.c.(2)(a), column B) with a remaining maturity or next
      repricing date of:  (1,3)                                                         ----                            -----
                                                                                        RCFD
                                                                                        ----
    (1) Three months or less                                                            A570       7,367,364  M.2.b.1
                            ----------------------------------------------------------  --------------------
    (2) Over three months through 12 months                                             A571         109,545  M.2.b.2
                                           -------------------------------------------  --------------------
    (3) Over one year through three years                                               A572         296,162  M.2.b.3
                                         ---------------------------------------------  --------------------
    (4) Over three years through five years                                             A573         489,035  M.2.b.4
                                           -------------------------------------------  --------------------
    (5) Over five years through 15 years                                                A574       2,887,218  M.2.b.5
                                        ----------------------------------------------  --------------------
    (6) Over 15 years                                                                   A575         596,360  M.2.b.6
                     -----------------------------------------------------------------  --------------------
  c.  Loans and leases (reported in Schedule RC-C, part I, items 1 through 10,
      column A) with a REMAINING MATURITY of one year or less (excluding those
      in nonaccrual status)                                                             A247       6,738,872  M.2.c
                           -----------------------------------------------------------  --------------------      -----------------
3.  Loans to finance commercial real estate, construction, and
    land development activities (not secured by real estate)
    included in Schedule RC-C, part I, items 4 and 9, column A (4)                      2746         130,553  M.3
                                                                  --------------------  --------------------
4.  Adjustable rate closed-end loans secured by first liens on
    1-4 family residential properties in domestic offices                               ----
                                                                                        RCON
                                                                                        --------------------
    (included in Schedule RC-C, part I, item 1.c.(2)(a), column B)                      5370         163,862  M.4
                                                                  --------------------  --------------------
                                                                                        ----
5.  Loans secured by real estate to non-U.S. addressees (domicile) (included in         RCFD
                                                                                        --------------------
    Schedule RC-C, part I, item 1, column A)                                            B837               0  M.5
                                            ------------------------------------------  --------------------
---------
  (1) Report fixed rate loans and leases by remaining maturity and floating rate
      loans by next repricing date.
  (2) Sum of Memorandum items 2.a.(1) through 2.a.(6) plus total nonaccrual
      closed-end loans secured by first liens on 1-4 family residential
      properties in domestic offices included in Schedule RC-N, item 1.c.(2),
      column C must equal total closed-end loans secured by first liens on 1-4
      family residential properties from Schedule RC-C, part I, item 1.c.(2)(a),
      column B.
  (3) Sum of Memorandum items 2.b.(1) through 2.b.(6) plus total nonaccrual
      loans and leases from Schedule RC-N, sum of items 1 through 8, column C,
      minus nonaccrual closed-end loans secured by first liens on 1-4 family
      residential properties in domestic offices included in Schedule RC-N, item
      1.c.(2), column C, must equal total loans and leases from Schedule RC-C,
      Part I, sum or items 1 through 10, column A, minus total closed-end loans
      secured by first liens on 1-4 family residential properties in domestic
      offices from Schedule RC-C, part I, item 1.c.(2)(a), column B.
  (4) Exclude loans secured by real estate that are included in Schedule RC-C,
      part I, item 1, column A.



Wells Fargo Bank West, N.A.                                                                        FFIEC 031
-----------------------------------------------------------                                        RC-8
Legal Title of Bank                                                                                   18
                                                                                                    ------
FDIC Certificate Number - 03011

Schedule RC-D -- Trading Assets and Liabilities

Schedule RC-D is to be completed by banks that reported average trading assets
(Schedule RC-K, item 7) of $2 million or more for any quarter of the preceding
year.

                                                                                        --------------------
                                                            Dollar Amounts in Thousands RCON  Bil  Mil  Thou
------------------------------------------------------------------------------------------------------------
ASSETS
1.  U.S. Treasury securities in domestic offices                                        3531               0  1
                                                --------------------------------------  --------------------
2.  U.S. Government agency obligations in domestic offices (exclude mortgage-
  backed securities)                                                                    3532               0  2
                    ------------------------------------------------------------------  --------------------
3.  Securities issued by states and political subdivisions in the U.S. in
    domestic offices                                                                    3533               0  3
                    ------------------------------------------------------------------  --------------------
4.  Mortgage-backed securities (MBS) in domestic offices:
  a.  Pass-through securities issued or guaranteed by FNMA, FHLMC, or GNMA              3534               0  4.a
                                                                          ------------  --------------------
  b.  Other mortgage-backed securities issued or guaranteed by FNMA, FHLMC, or GNMA
      (include CMOs, REMICs, and stripped MBS)                                          3535               0  4.b
                                              ----------------------------------------  --------------------
  c.  All other mortgage-backed securities                                              3536               0  4.c
                                          --------------------------------------------  --------------------
5.  Other debt securities in domestic offices                                           3537               0  5
                                             -----------------------------------------  --------------------
6. - 8. Not applicable
9.  Other trading assets in domestic offices                                            3541               0  9
                                            ------------------------------------------  --------------------
                                                                                        ----
                                                                                        RCFN
                                                                                        --------------------
10. Trading assets in foreign offices                                                   3542               0  10
                                                                                        --------------------
11. Revaluation gains on interest rate, foreign exchange rate,
                                                                                        -----
    and other commodity and equity contracts                                            RCON
                                                                                        --------------------
    a.  In domestic offices                                                             3543             878  11.a
                           -----------------------------------------------------------  --------------------
                                                                                        -----
                                                                                        RCFN
                                                                                        --------------------
    b.  In foreign offices                                                              3543               0  11.b
                          ------------------------------------------------------------  --------------------
                                                                                        -----
                                                                                        RCFD
                                                                                        --------------------
12. Total trading assets (sum of items 1 through 11) (must equal Schedule RC,
    item 5)                                                                             3545             878  12
           ---------------------------------------------------------------------------  --------------------

                                                                                        --------------------
LIABILITIES                                                                             RCFD  Bil  Mil  Thou
                                                                                        --------------------
13. Liability for short positions                                                       3546               0  13
                                 -----------------------------------------------------  --------------------
14. Revaluation losses on interest rate, foreign exchange rate, and other
    commodity and equity contracts                                                      3547             858  14
                                  ----------------------------------------------------  --------------------
15. Total trading liabilities (sum of items 13 and 14) (must equal Schedule RC,
    item 15)                                                                            3548             858  15
            --------------------------------------------------------------------------  --------------------



Wells Fargo Bank West, N.A.                                                                        FFIEC 031
-----------------------------------------------------------                                        RC-9
Legal Title of Bank                                                                                   19
                                                                                                    ------
FDIC Certificate Number - 03011

Schedule RC-E -- Deposit Liabilities

Part I. Deposits in Domestic Offices
                                               -------------------------------------------------------------
                                                               Transaction Accounts          Nontransaction
                                                                                                Accounts
                                               -------------------------------------------------------------
                                                  (Column A)            (Column B)           (Column C)
                                                     Total              Memo: Total             Total
                                                  transaction             demand           nontransaction
                                                    accounts             deposits             accounts
                                                  (including           (included in          (including
                                                  total demand           column A)             MMDAs)
                                                    deposits)
                                               -------------------------------------------------------------
                   Dollar Amounts in Thousands RCON Bil  Mil  Thou  RCON Bil  Mil  Thou  RCON Bil  Mil  Thou
------------------------------------------------------------------------------------------------------------
Deposits of:
1.  Individuals, partnerships and
    corporations(include all certified
    and official checks)                       B549      1,903,145                       B550      7,266,040  1
                        ---------------------  -------------------                       -------------------
2.  U.S. Government                            2202          4,328                       2520              0  2
                   --------------------------  -------------------                       -------------------
3.  States and political subdivisions in
    the U.S.                                   2203        155,973                       2530        181,409  3
            ---------------------------------  -------------------                       -------------------
4.  Commercial banks and other depository
    institutions in the U.S.                   B551        313,963                       B552              0  4
                            -----------------  -------------------                       -------------------
5.  Banks in foreign countries                 2213              0                       2236              0  5
                              ---------------  -------------------                       -------------------
6.  Foreign governments, and official
    institutions (including foreign central
    banks)                                     2216              0                       2377              0  6
          -----------------------------------  -------------------                       -------------------
7.  Total (sum of items 1 through 6) (sum of
    columns A and C must equal Schedule RC,
                                               -------------------------------------------------------------
    item 13.a)                                 2215      2,377,409  2210      2,160,662  2385      7,447,449  7
            ---------------------------------  -------------------------------------------------------------

                                                                                           -----------------
Memoranda                                                 Dollar Amounts in Thousands    RCON Bil  Mil  Thou
------------------------------------------------------------------------------------------------------------
1.  Selected components of total deposits (i.e., sum of item 7, columns A and C):
  a.  Total individual Retirement Accounts (IRAs) and Keogh Plan accounts                6835        152,258  M.1.a
                                                                         --------------  -------------------
  b.  Total brokered deposits                                                            2365              0  M.1.b
                             ----------------------------------------------------------  -------------------
  c.  Fully insured brokered deposits (included in Memorandum item 1.b above):
    (1) Issued in denominations of less than $100,000                                    2343              0  M.1.c.1
                                                     ----------------------------------  -------------------
    (2) Issued either in denominations of $100,000 or in denominations greater than
        $100,000 and participated out by the broker in shares of $100,000 or less        2344              0  M.1.c.2
                                                                                 ------  -------------------
  d.  Maturity data for brokered deposits:
    (1) Brokered deposits issued in denominations of less than $100,000 with a remaining
        maturity of one year or less (included in Memorandum item 1.c.(1) above)         A243              0  M.1.d.1
                                                                                -------  -------------------
    (2) Brokered deposits issued in denominations of $100,000 or more with a remaining
        maturity of one year or less (included in Memorandum item 1.b above)             A244              0  M.1.d.2
                                                                            -----------  -------------------
  e.  Preferred deposits (uninsured deposits of states and political subdivisions
      in the U.S. reported in item 3 above which are secured or collateralized
      as required under state law)(to be completed for the December report only)         5590        279,650  M.1.e
                                                                                -------  -------------------
2.  Components of total nontransaction accounts (sum of Memorandum items 2.a through 2.c
    must equal item 7, column C, above):
    a.  Savings deposits:
    (1) Money market deposit accounts (MMDAs)                                            6810      3,593,925  M.2.a.1
                                             ------------------------------------------  -------------------
    (2) Other savings deposits (excludes MMDAs)                                          0352      3,075,027  M.2.a.2
                                               ----------------------------------------  -------------------
  b.  Total time deposits of less than $100,000                                          6648        543,284  M.2.b
                                               ----------------------------------------  -------------------
  c.  Total time deposits of $100,000 or more                                            2604        235,213  M.2.c
                                             ------------------------------------------  -------------------



Wells Fargo Bank West, N.A.                                                                        FFIEC 031
-----------------------------------------------------------                                        RC-10
Legal Title of Bank                                                                                   20
                                                                                                    ------
FDIC Certificate Number - 03011

Schedule RC-E -- Continued

Part I. Continued

                                                                                        --------------------
Memoranda (continued)                                       Dollar Amounts in Thousands RCON  Bil  Mil  Thou
------------------------------------------------------------------------------------------------------------
3.  Maturity and repricing data for time deposits of less than $100,000:
    a. Time deposits of less than $100,000 with a remaining maturity or next
       repricing date of (1,2)
    (1) Three months or less                                                            A579         148,858  M.3.a.1
                            ----------------------------------------------------------  --------------------
    (2) Over three months through 12 months                                             A580         241,646  M.3.a.2
                                           -------------------------------------------  --------------------
    (3) Over one year through three years                                               A581         128,050  M.3.a.3
                                         ---------------------------------------------  --------------------
    (4) Over three years                                                                A582          24,730  M.3.a.4
                        --------------------------------------------------------------  --------------------
    b. Time deposits of less than $100,000 with a REMAINING MATURITY
       of one year or less (included in Memorandum items 3.a.(1) through
       3.a.(4) above) (3)                                                               A241         390,504  M.3.b
                         -------------------------------------------------------------  --------------------
4.  Maturity and repricing data for time deposits of $100,000 or more:
    a. Time deposits of $100,000 or more with a remaining maturity or next
       repricing date of (1,4)
    (1) Three months or less                                                            A584         152,567  M.4.a.1
                            ----------------------------------------------------------  --------------------
    (2) Over three months through 12 months                                             A585          56,617  M.4.a.2
                                           -------------------------------------------  --------------------
    (3) Over one year through three years                                               A586          21,614  M.4.a.3
                                         ---------------------------------------------  --------------------
    (4) Over three years                                                                A587           4,415  M.4.a.4
                        --------------------------------------------------------------  --------------------
    b. Time deposits of $100,000 or more with a REMAINING MATURITY
       of one year or less (included in Memorandum items 4.a.(1) through
       4.a.(4) above) (3)                                                               A242         209,184  M.4.b
                         -------------------------------------------------------------  --------------------
---------
  (1) Report fixed rate time deposits by remaining maturity and floating rate
      time deposits by next repricing date.
  (2) Sum of Memorandum items 3.a.(1) through 3.a.(4) must equal Schedule RC-E
      Memorandum item 2.b.
  (3) Report both fixed and floating rate time deposits by remaining maturity.
      Exclude floating rate time deposits with a next repricing date of one year
      or less that have a remaining maturity of over one year.
  (4) Sum of Memorandum items 4.a.(1) through 4.a.(4) must equal Schedule RC-E,
      Memorandum item 2.c.


Part II.  Deposits in Foreign Offices (including Edge and
Agreement subsidiaries and IBFs)

                                                                                        --------------------
                                                            Dollar Amounts in Thousands RCFN  Bil  Mil  Thou
------------------------------------------------------------------------------------------------------------
Deposits of:
1.  Individuals, partnerships, and corporations (include all certified and official
    checks)                                                                             B553         535,612  1
       -------------------------------------------------------------------------------  --------------------
2.  U.S. banks (including IBFs and foreign branches of U.S. banks) and other U.S.
  depository institutions                                                               B554               0  2
                         -------------------------------------------------------------  --------------------
3.  Foreign banks (including U.S. branches and agencies of foreign banks, including
    their IBFs)                                                                         2625               0  3
               -----------------------------------------------------------------------  --------------------
4.  Foreign governments and official institutions (including foreign central banks)     2650               0  4
                                                                                   ---  --------------------
5.  U.S. Government and states and political subdivisions in the U.S.                   B555               0  5
                                                                     -----------------  --------------------
6.  Total (sum of items 1 through 5) (must equal Schedule RC, item 13.b)                2200         535,612  6
                                                                        --------------  --------------------

                                                                                        --------------------
Memorandum                                                 Dollar Amounts in Thousands  RCFN  Bil  Mil  Thou
------------------------------------------------------------------------------------------------------------
1.  Time deposits with a remaining maturity of one year or less
    (included in Part II, item 6 above)                                                 A245         535,612  M.1
                                       -----------------------------------------------  --------------------



Wells Fargo Bank West, N.A.                                                                        FFIEC 031
-----------------------------------------------------------                                        RC-11
Legal Title of Bank                                                                                   21
                                                                                                    ------
FDIC Certificate Number - 03011


Schedule RC-F -- Other Assets

                                                                                           -----------------
                                                            Dollar Amounts in Thousands RCFD  Bil  Mil  Thou
------------------------------------------------------------------------------------------------------------
1.  Accrued interest receivable (1)                                                     B556          80,914  1
                                   ---------------------------------------------------  --------------------
2.  Net deferred tax assets (2)                                                         2148               0  2
                               -------------------------------------------------------  --------------------
3.  Interest-only strips receivable (not in the form of a security) (3) on:
  a.  Mortgage loans                                                                    A519               0  3.a
                    ------------------------------------------------------------------  --------------------
  b.  Other financial assets                                                            A520               0  3.b
                            ----------------------------------------------------------  --------------------
4.  Equity securities that DO NOT have readily determinable fair values (4)             1752          34,363  4
                                                                           -----------  --------------------
5.  Other (itemize and describe amounts greater than $25,000 that exceed 25% of
    this item)                                                                          2168         226,883  5
              ------------------------------------------------------------------------  --------------------
            TEXT
       -----                                                            ----------------
  a.   2166 Prepaid expenses                                            2166           0                      5.a
       ---------------------------------------------------------------------------------
  b.   C009 Cash surrender value of life insurance                      C009      80,389                      5.b
       ---------------------------------------------------------------------------------
  c.   1578 Repossessed personal property (including vehicles)          1578           0                      5.c
       ---------------------------------------------------------------------------------
  d.   C010 Derivatives with positive fair value held for purposes                                            5.d
            other than trading                                          C010           0
       ---------------------------------------------------------------------------------
  e.   3549                                                             3549       N/A                        5.e
       ---------------------------------------------------------------------------------
  f.   3550                                                             3550       N/A                        5.f
       ---------------------------------------------------------------------------------
  g.   3551                                                             3551       N/A                        5.g
       --------------------------------------------------------------------------------------------------
6.  Total (sum of items 1 through 5) (must equal Schedule RC, item 11)                  2160         342,160  6
                                                                                        --------------------

Schedule RC-G -- Other Liabilities

                                                                                        --------------------
                                                            Dollar Amounts in Thousands RCON  Bil  Mil  Thou
------------------------------------------------------------------------------------------------------------
1.  a.  Interest accrued and unpaid on deposits in domestic offices (5)                 3645           6,882  1.a
                                                                       ---------------  --------------------
                                                                                        ----
  b.  Other expenses accrued and unpaid (includes accrued income taxes                  RCFD
                                                                                        ----
    payable)                                                                            3646          62,313  1.b
            --------------------------------------------------------------------------  --------------------
2.  Net deferred tax liabilities (2)                                                    3049          17,897  2
                                    --------------------------------------------------  --------------------
3.  Allowance for credit losses on off-balance sheet credit exposures                   B557               0  3
                                                                     -----------------  --------------------
4.  Other (itemize and describe amounts greater than $25,000 that exceed 25% of
    this item)                                                                          2938          30,722  4
              ------------------------------------------------------------------------  --------------------
            TEXT
       -----                                                            ----------------
  a.   3066 Accounts payable                                            3066         0                        4.a
       ---------------------------------------------------------------------------------
  b.   C011 Deferred compensation liabilities                           C011         0                        4.b
       ---------------------------------------------------------------------------------
  c.   2932 Dividends declared but not yet payable                      2932         0                        4.c
       ---------------------------------------------------------------------------------
  d.   C012 Derivatives with a negative fair value held for purposes    C012         0                        4.d
            other than trading
       ---------------------------------------------------------------------------------
  e.   3552 Payable-Settlement Security Transaction                     3552    13,084                        4.e
       ---------------------------------------------------------------------------------
  f.   3553                                                             3553       N/A                        4.f
       ---------------------------------------------------------------------------------
  g.   3554                                                             3554       N/A                        4.g
       -----------------------------------------------------------------------------------------------------
5.  Total (sum of items 1 through 4) (must equal Schedule RC, item 20)                  2930         117,814  5
                                                                      ----------------  --------------------
---------
  (1) Include accrued interest receivable on loans, leases, debt securities, and
      other interest-bearing assets.
  (2) See discussion of deferred income taxes in Glossary entry on "income taxes."
  (3) Report interest-only strips receivable in the form of a security as
      available-for-sale securities in Schedule RC, item 2.b, or as trading
      assets in Schedule RC, item 5, as appropriate. (4) Include Federal Reserve
      stock, Federal Home Loan Bank stock, and bankers' bank stock. (5) For
      savings banks, includes "dividends" accrued and unpaid on deposits.



Wells Fargo Bank West, N.A.                                                                        FFIEC 031
-----------------------------------------------------------                                        RC-12
Legal Title of Bank                                                                                   22
                                                                                                    ------
FDIC Certificate Number - 03011

Schedule RC-H -- Selected Balance Sheet Items for Domestic Offices
                                                                                           -----------------
                                                                                                 Domestic
                                                                                                  Offices
                                                                                           -----------------
                                                            Dollar Amounts in Thousands RCON  Bil  Mil  Thou
------------------------------------------------------------------------------------------------------------
1.  Customers' liability to this bank on acceptances outstanding                        2155             305  1
                                                                ----------------------  --------------------
2.  Bank's liability on acceptances executed and outstanding                            2920             305  2
                                                            --------------------------  --------------------
3.  Federal funds sold and securities purchased under agreements to resell              1350          10,627  3
                                                                          ------------  ---------------------
4.  Federal funds purchased and securities sold under agreements to repurchase          2800       5,939,136  4
                                                                              --------  --------------------
5.  Other borrowed money                                                                3190          26,115  5                                                                                                                                                                                     -----------------
                        --------------------------------------------------------------  --------------------
EITHER

6.  Net due from own foreign offices, Edge and Agreement subsidiaries, and IBFs         2163             N/A  6
                                                                               -------  --------------------
  OR
7.  Net due to own foreign offices, Edge and Agreement subsidiaries, and IBFs           2941         535,613  7
                                                                             ---------  --------------------
8.  Total assets (excludes net due from foreign offices, Edge and Agreement
    subsidiaries, and IBFs)                                                             2192      17,924,649  8
                           -----------------------------------------------------------  --------------------
9.  Total liabilities (excludes net due to foreign offices, Edge and Agreement
    subsidiaries, and IBFs)                                                             3129      16,241,085  9
                           -----------------------------------------------------------  --------------------

In items 10-17 report the amortized (historical) cost of both held-to-maturity
and available-for-sale securities in domestic offices.                                  --------------------
                                                                                        RCON  Bil  Mil  Thou
                                                                                        --------------------
10. U.S. Treasury securities                                                            1039         130,729  10
                            ----------------------------------------------------------  --------------------
11. U.S. Government agency obligations (exclude mortgage-backed securities)             1041          49,299  11
                                                                           -----------  --------------------
12. Securities issued by states and political subdivisions in the U.S.                  1042          44,306  12
                                                                      ----------------  --------------------
13. Mortgage-backed securities (MBS):
    a.  Pass-through securities:
      (1)Issued or guaranteed by FNMA, FHLMC, or GNMA                                   1043       3,148,727  13.a.1
                                                      --------------------------------  --------------------
      (2)Other pass-through securities                                                  1044               0  13.a.2
                                      ------------------------------------------------  --------------------
    b.  Other mortgage-backed securities (include CMOs, REMICs, and stripped MBS):
      (1)Issued or guaranteed by FNMA, FHLMC, or GNMA                                   1209          17,589  13.b.1
                                                     ---------------------------------  --------------------
      (2)All other mortgage-backed securities                                           1280          40,609  13.b.2
                                              ----------------------------------------  --------------------
14. Other domestic debt securities (include domestic asset-backed securities)           1281           8,338  14
                                                                             ---------  --------------------
15. Foreign debt securities (include foreign asset-backed securities)                   1282           4,137  15
                                                                     -----------------  --------------------
16. Investments in mutual funds and other equity securities with readily determinable
    fair values                                                                         A510          53,124  16
               -----------------------------------------------------------------------  --------------------
17. Total amortized (historical) cost of both held-to-maturity and available-for-sale
    securities (sum of items 10 through 16)                                             1374       3,496,858  17
                                           -------------------------------------------  --------------------
18. Equity securities that do not have readily determinable fair values                 1752          34,363  18
                                                                       ---------------  --------------------

Schedule RC-I -- Selected Assets and Liabilities of IBFs

To be completed only by banks with IBFs and other "foreign" offices.
                                                                                           -----------------
                                                            Dollar Amounts in Thousands RCFN  Bil  Mil  Thou
------------------------------------------------------------------------------------------------------------
1.  Total IBF assets of the consolidated bank (component of Schedule RC, item 12)       2133               0  1
                                                                                 -----  --------------------
2.  Total IBF liabilities (component of Schedule RC, item 21)                           2898               0  2
                                                             -------------------------  --------------------



Wells Fargo Bank West, N.A.                                                                        FFIEC 031
-----------------------------------------------------------                                        RC-13
Legal Title of Bank                                                                                   23
                                                                                                    ------
FDIC Certificate Number - 03011

Schedule RC-K -- Quarterly Averages (1)

                                                                                        --------------------
                                                            Dollar Amounts in Thousands RCFD  Bil  Mil  Thou
------------------------------------------------------------------------------------------------------------
ASSETS
1.  Interest-bearing balances due from depository institutions                          3381         513,352  1
                                                              ------------------------  --------------------
2.  U.S. Treasury securities and U.S. Government agency obligations (2)
  (excluding mortgage-backed securities)                                                B558         172,925  2
                                        ----------------------------------------------  --------------------
3.  Mortgage-backed securities (2)                                                      B559       3,176,899  3
                                  ----------------------------------------------------  --------------------
4.  All other securities (2,3) (includes securities issued by states and political
  subdivisions in the U.S.)                                                             B560          67,392  4
                           -----------------------------------------------------------  --------------------
5.  Federal funds sold and securities purchased under agreements to resell              3365           2,613  5
                                                                          ------------  --------------------
6.  Loans:
                                                                                           -----
  a.  Loans in domestic offices:                                                           RCON
                                                                                        --------------------
    (1) Total loans                                                                     3360      11,851,541  6.a.1
                   -------------------------------------------------------------------  --------------------
    (2) Loans secured by real estate                                                    3385       9,384,721  6.a.2
                                    --------------------------------------------------  --------------------
    (3) Loans to finance agricultural production and other loans to farmers             3386         113,643  6.a.3
                                                                           -----------  --------------------
    (4) Commercial and industrial loans                                                 3387         696,780  6.a.4
                                       -----------------------------------------------  --------------------
    (5) Loans to individuals for household, family, and other personal expenditures:
        (a)Credit cards                                                                 B561             196  6.a.5.a
                       ---------------------------------------------------------------  --------------------
        (b)Other (includes single payment, installment, all student loans, and
           revolving credit plans other than credit cards)                              B562       1,380,706  6.a.5.b
                                                          ----------------------------  --------------------
                                                                                           -----
                                                                                           RCFN
                                                                                           -----------------
  b.  Total loans in foreign offices, Edge and Agreement subsidiaries, and IBFs 3360          0  6.b
                                                                                           -----------------
                                                                                           -----
                                                                                           RCFD
                                                                                        --------------------
7.  Trading assets                                                                      3401             830  7
                  --------------------------------------------------------------------  --------------------
8.  Lease financing receivables (net of unearned income)                                3484              99  8
                                                        ------------------------------  --------------------
9.  Total assets (4)                                                                    3368      17,154,703  9
                    ------------------------------------------------------------------  --------------------
LIABILITIES
                                                                                        -----
10. Interest-bearing transaction accounts in domestic (NOW accounts, ATS accounts,      RCON
                                                                                        --------------------
    and telephone and preauthorized transfer accounts) (exclude demand deposits)        3485         216,698  10
                                                                                ------  --------------------
11. Nontransaction accounts in domestic offices:
    a.  Savings deposits (includes MMDAs)                                               B563       6,454,034  11.a
                                         ---------------------------------------------  --------------------
    b.  Time deposits of $100,000 or more                                               A514         248,691  11.b
                                         ---------------------------------------------  --------------------
    c.  Time deposits of less than $100,000                                             A529         562,303  11.c
                                           -------------------------------------------  --------------------
                                                                                        -----
                                                                                        RCFN
                                                                                        --------------------
12. Interest-bearing deposits in foreign offices, Edge and Agreement subsidiaries,
    and IBFs                                                                            3404    567,341  12
            --------------------------------------------------------------------------  --------------------
                                                                                        -----
                                                                                        RCFD
                                                                                        --------------------
13. Federal funds purchased and securities sold under agreements to repurchase          3353       5,720,396  13
                                                                              --------  --------------------
14. Other borrowed money
    (includes mortgage indebtedness and obligations under capitalized leases)           3355           8,059  14
                                                                             ---------  --------------------
---------
  (1) For all items, banks have the option of reporting either (1) an average of
      DAILY figures for the quarter, or (2) an average of WEEKLY figures (i.e.,
      the Wednesday of each week of the quarter).
  (2) Quarterly averages for all debt securities should be based on amortized cost.
  (3) Quarterly averages for all equity securities should be based on historical cost.
  (4) The quarterly averages for total assets should reflect all debt securities
      (not held for trading) at amortized cost, equity securities with readily
      determinable fair values at the lower of cost or fair value, and equity
      securities without readily determinable fair values at historical cost.




Wells Fargo Bank West, N.A.                                                                        FFIEC 031
-----------------------------------------------------------                                        RC-14
Legal Title of Bank                                                                                   24
                                                                                                    ------
FDIC Certificate Number - 03011

Schedule RC-L -- Derivatives and Off-Balance Sheet Items

Please read carefully the instructions for the preparation of Schedule RC-L.
Some of the amounts reported in Schedule RC-L are regarded as volume indicators
and not necessarily as measures of risk.

                                                                                        --------------------
                                                            Dollar Amounts in Thousands RCFD  Bil  Mil  Thou
------------------------------------------------------------------------------------------------------------
1.  Unused commitments:
  a.  Revolving, open-end lines secured by 1-4 family residential properties, e.g.,
      home equity lines                                                                 3814         795,528  1.a
                       ---------------------------------------------------------------  --------------------
  b.  Credit card lines                                                                 3815               0  1.b
                       ---------------------------------------------------------------  --------------------
  c.  Commercial real estate, construction, and land development:
    (1) Commitments to fund loans secured by real estate                                3816         329,989  1.c.1
                                                        ------------------------------  --------------------
    (2) Commitments to fund loans not secured by real estate                            6550         145,947  1.c.2
                                                            --------------------------  --------------------
  d.  Securities underwriting                                                           3817               0  1.d
                             ---------------------------------------------------------  --------------------
  e.  Other unused commitments                                                          3818         918,319  1.e
                              --------------------------------------------------------  --------------------
2.  Financial standby letters of credit and foreign office guarantees                   3819          53,297  2
                                                                     ----  ---------------------------------
  a.  Amount of financial standby letters of credit conveyed to others     3820        0                      2.a
                                                                      ---  ---------------------------------
3.  Performance standby letters of credit and foreign office guarantees                 3821          76,019  3
                                                                       --  ---------------------------------
  a.  Amount of performance standby letters of credit conveyed to others   3822        0                      3.a
                                                                        -  ---------------------------------
4.  Commercial and similar letters of credit                                            3411           1,805  4
                                            ------------------------------------------  --------------------

5.  Participations in acceptance (as described in the instructions) conveyed to others
    by the reporting bank                                                               3428               0  5
                         -------------------------------------------------------------  --------------------
6.  Securities lent (including customers' securities lent where the customer is
    indemnified against loss by the reporting bank)                                     3433       2,806,497  6
                                                   -----------------------------------  --------------------
7.  Notional amount of credit derivatives:
  a.  Credit derivatives on which the reporting bank is the guarantor                   A534               0  7.a
                                                                     -----------------  --------------------
  b.  Credit derivatives on which the reporting bank is the beneficiary                 A535               0  7.b
                                                                       ---------------  --------------------
8.  Spot foreign exchange contracts                                                     8765               0  8
                                   ---------------------------------------------------  --------------------
9.  All other off-balance sheet liabilities (exclude derivatives) (itemize and
    describe each component of this item over 25% of Schedule RC, item 28, "Total
    equity capital")                                                                    3430         587,651  9
                    ------------------------------------------------------------------  --------------------
            TEXT
       -----                                                               ------------
  a.   3422 Securities borrowed                                            3432 587,651                       9.a
       --------------------------------------------------------------------------------
  b.   3434 Commitments to purchase when-issued securities                 3434       0                       9.b
       --------------------------------------------------------------------------------
  c.   3555                                                                3555     N/A                       9.c
       --------------------------------------------------------------------------------
  d.   3556                                                                3556     N/A                       9.d
       --------------------------------------------------------------------------------
   e.  3557                                                                3557     N/A                       9.e
       --------------------------------------------------------------------------------
10. All other off-balance sheet assets (exclude derivatives) (itemize and describe      --------------------
    each component of this item over 25%  Schedule RC item 28., "Total equity
    capital")                                                                           5591               0  10
             -------------------------------------------------------------------------  --------------------
            TEXT
       -----                                                               ------------
  a.   3435 Commitments to sell when-issued securities                     3435       0                       10.a
       --------------------------------------------------------------------------------
  b.   5592                                                                5592     N/A                       10.b
       --------------------------------------------------------------------------------
  c.   5593                                                                5593     N/A                       10.c
       --------------------------------------------------------------------------------
  d.   5594                                                                5594     N/A                       10.d
       --------------------------------------------------------------------------------
   e.  5595                                                                5595     N/A                       10.e
       -----------------------------------------------------------------------------------------------------



Wells Fargo Bank West, N.A.                                                                        FFIEC 031
-----------------------------------------------------------                                        RC-15
Legal Title of Bank                                                                                   25
                                                                                                    ------
FDIC Certificate Number - 03011


Schedule RC-L -- Continued


                                       --------------------------------------------------------------------------
       Dollar Amounts in Thousands        (Column A)         (Column B)          (Column C)        (Column D)
--------------------------------------     Interest           Foreign              Equity           Commodity
       Derivatives Position Indicators       Rate             Exchange            Derivative        and Other
                                          Contracts           Contracts           Contracts         Contracts
-----------------------------------------------------------------------------------------------------------------
11. Gross amounts (e.g., notional      Tril Bil Mil Thou  Tril Bil Mil Thou  Tril Bil Mil Thou  Tril Bil Mil Thou
    amounts) (for each column, sum     --------------------------------------------------------------------------
    of items 11.a through 11.e must
    equal sum of items 12 and 13):            RCFD 8693          RCFD 8694          RCFD 8695          RCFD 8696
                                       --------------------------------------------------------------------------
    a.  Futures contracts                              0                  0                  0                  0  11.a
                         ------------  --------------------------------------------------------------------------
                                              RCFD 8697          RCFD 8698          RCFD 8699          RCFD 8700
                                       --------------------------------------------------------------------------
    b.  Forward contracts                              0                  0                  0                  0  11.b
                                       --------------------------------------------------------------------------
    c.  Exchange-traded option
        contracts:                            RCFD 8701          RCFD 8702          RCFD 8703          RCFD 8704
                                       --------------------------------------------------------------------------
      (1)Written options                               0                  0                  0                  0  11.c.1
                        -------------  --------------------------------------------------------------------------
                                              RCFD 8705          RCFD 8706          RCFD 8707          RCFD 8708
                                       --------------------------------------------------------------------------
      (2)Purchased options                             0                  0                  0                  0  11.c.2
                          -----------  --------------------------------------------------------------------------
    d.  Over-the-counter option contracts:    RCFD 8709          RCFD 8710          RCFD 8711          RCFD 8712
                                       --------------------------------------------------------------------------
      (1)Written options                               0                  0                  0                  0  11.d.1
                        -------------  --------------------------------------------------------------------------
                                              RCFD 8713          RCFD 8714          RCFD 8715          RCFD 8716
                                       --------------------------------------------------------------------------
      (2)Purchased options                             0                  0                  0                  0  11.d.2
                          -----------  --------------------------------------------------------------------------
                                              RCFD 3450          RCFD 3826          RCFD 8719          RCFD 8720
                                       --------------------------------------------------------------------------
    e.  Swaps                                     50,000                  0                  0                  0  11.e
             ------------------------  --------------------------------------------------------------------------
12. Total gross notional amount of            RCFD A126          RCFD A127          RCFD 8723          RCFD 8724
    derivative contract held for       --------------------------------------------------------------------------
    trading                                       50,000                  0                  0                  0  12
           --------------------------  --------------------------------------------------------------------------
13. Total gross notional amount of
    derivative contracts held for             RCFD 8725          RCFD 8726          RCFD 8727          RCFD 8728
                                       --------------------------------------------------------------------------
    purposes other than trading                        0                  0                  0                  0  13
                               ------  --------------------------------------------------------------------------
    a.  Interest rate swaps where the bank    RCFD A589
                                       --------------------
        has agreed to pay a fixed rate                 0                                                           13.a
                                       --------------------
14. Gross fair values of derivative
    contracts:
                                       --------------------------------------------------------------------------
    a.  Contracts held for trading:           RCFD 8733          RCFD 8734          RCFD 8735          RCFD 8736
                                       --------------------------------------------------------------------------
      (1)Gross positive fair value                   878                  0                  0                  0  14.a.1
                                  ---  --------------------------------------------------------------------------
                                              RCFD 8737          RCFD 8738          RCFD 8739          RCFD 8740
                                       --------------------------------------------------------------------------
      (2)Gross negative fair value                   858                  0                  0                  0  14.a.2
                                       --------------------------------------------------------------------------
    b.  Contracts held for purposes other
        than trading:                         RCFD 8741          RCFD 8742          RCFD 8743          RCFD 8744
                                       --------------------------------------------------------------------------
      (1)Gross positive fair value                     0                  0                  0                  0  14.b.1
                                       --------------------------------------------------------------------------
                                              RCFD 8745          RCFD 8746          RCFD 8747          RCFD 8748
                                       --------------------------------------------------------------------------
      (2)Gross negative fair value                     0                  0                  0                  0  14.b.2
                                       --------------------------------------------------------------------------



Wells Fargo Bank West, N.A.                                                                        FFIEC 031
-----------------------------------------------------------                                        RC-16
Legal Title of Bank                                                                                   26
                                                                                                    ------
FDIC Certificate Number - 03011

Schedule RC-M -- Memoranda

                                                                                        --------------------
                                                            Dollar Amounts in Thousands RCFD  Bil  Mil  Thou
------------------------------------------------------------------------------------------------------------
1.  Extensions of credit by the reporting bank to its executive officers, directors,
    principal shareholders, and their related interests as of the report date:
  a.  Aggregate amount of all extensions of credit to all executive officers,           --------------------
      directors, principal shareholders, and their related interests                    6164             418  1.a
                                                                    ------------------  --------------------
  b.  Number of executive officers, directors, and principal shareholders
      to whom the amount of all extensions of credit by the reporting bank
      (including extensions of credit to related interests) equals or exceeds
      the lesser of $500,000 or 5 percent of total capital as defined    --------------
      for this purpose in agency regulations                             6165         0                       1.b
                                            ---------------------------  --------------
2.  Intangible assets other than goodwill:
                                                                                        --------------------
  a.  Mortgage Servicing Assets                                                         3164               0  2.a
                               -------------------------------------------------------  --------------------
                                                                         -----------------------------------
    (1) Estimated fair value of mortgage servicing assets                A590         0                       2.a.1
                                                         --------------  -----------------------------------
  b.  Purchased credit card relationships and nonmortgage servicing assets              B026               0  2.b
                                                                          ------------  --------------------
  c.  All other identifiable intangible assets                                          5507          33,474  2.c
                                              ----------------------------------------  --------------------
  d.  Total (sum of items 2.a, 2.b, and 2.c) (must equal Schedule RC, item 10.b)        0426          33,474  2.d
                                                                                ------  --------------------
3.  Other real estate owned:
  a.  Direct and indirect investments in real estate ventures                           5372               0  3.a
                                                             -------------------------  --------------------
                                                                                        -----
  b.  All other real estate owned:                                                      RCON
                                                                                        --------------------
    (1) Construction, land development, and other land in domestic offices              5508               0  3.b.1
                                                                          ------------  --------------------
    (2) Farmland in domestic offices                                                    5509               0  3.b.2
                                    --------------------------------------------------  --------------------
    (3) 1-4 family residential properties in domestic offices                           5510           1,923  3.b.3
                                                             -------------------------  --------------------
    (4) Multifamily (5 or more) residential properties in domestic offices              5511               0  3.b.4
                                                                          ------------  --------------------
    (5) Nonfarm nonresidential properties in domestic offices                           5512           6,865  3.b.5
                                                             -------------------------  --------------------
                                                                                        -----
                                                                                        RCFN
                                                                                        --------------------
    (6) In foreign offices                                                              5513               0  3.b.6
                          ------------------------------------------------------------  --------------------
                                                                                        -----
                                                                                        RCFD
                                                                                        --------------------
  c.  Total (sum of items 3.a and 3.b) (must equal Schedule RC, item 7)                 2150           8,788  3.c
                                                                       ---------------  --------------------
4.  Investments in unconsolidated subsidiaries and associated companies:
  a.  Direct and indirect investments in real estate ventures                           5374               0  4.a
                                                             -------------------------  --------------------
  b.  All other investments in unconsolidated subsidiaries and associated companies     5375               0  4.b
                                                                                   ---  --------------------
  c.  Total (sum of items 4.a and 4.b) (must equal Schedule RC, item 8)                 2130               0  4.c
                                                                       ---------------  --------------------
5.  Other borrowed money:
  a.  Federal Home Loan Bank advances:
    (1) With a remaining maturity of one year or less                                   2651               0  5.a.1
                                                     ---------------------------------  --------------------
    (2) With a remaining maturity of more than one year through three years             B565               0  5.a.2
                                                                           -----------  --------------------
    (3) With a remaining maturity of more than three years                              B566               0  5.a.3
                                                          ----------------------------  --------------------
  b.  Other borrowings:
    (1) With a remaining maturity of one year or less                                   B571          14,718  5.b.1
                                                     ---------------------------------  --------------------
    (2) With a remaining maturity of more than one year through three years             B567               0  5.b.2
                                                                           -----------  --------------------
    (3) With a remaining maturity of more than three years                              B568          11,397  5.b.3
                                                          ----------------------------  --------------------
  c.  Total (sum of items 5.a.(1) through 5.b.(3) must equal Schedule RC, item 16)       3190         26,115  5.c
                                                                                  ----  --------------------

                                                                                                ------------
                                                                                                 YES / NO
                                                                                        --------------------
6.  Does the reporting bank sell private label or third party mutual funds
    and annuities?                                                                      B569          YES     6
                  --------------------------------------------------------------------  --------------------

                                                                                        --------------------
                                                                                        RCFD  Bil  Mil  Thou
                                                                                        --------------------
7.  Assets under the reporting bank's management in proprietary mutual funds
    and annuities                                                                       B570               0  7
                 ---------------------------------------------------------------------  --------------------



Wells Fargo Bank West, N.A.                                                                        FFIEC 031
-----------------------------------------------------------                                        RC-17
Legal Title of Bank                                                                                   27
                                                                                                    ------
FDIC Certificate Number - 03011


Schedule RC-N-- Past Due and Nonaccrual Loans, Leases, and Other Assets

                                               -------------------------------------------------------------
                                                    (Column A)           (Column B)           (Column C)
                                                     Past due            Past due 90          Nonaccrual
                                                   30 through 89        days or more
                                                   days and still         and still
                                                      accruing            accruing
                                               -------------------------------------------------------------
                   Dollar Amounts in Thousands  RCON Bil  Mil  Thou  RCON Bil  Mil  Thou  RCON Bil  Mil Thou
------------------------------------------------------------------------------------------------------------
1.  Loan secured by real estate:

   a.  Construction, land development, and      ------------------------------------------------------------
       other land loans in domestic offices     2759        22,067  2769          1,807  3492            180  1.a
                                           ---  ------------------------------------------------------------
  b.  Secured by farmland in domestic offices   3493           412  3494              0  3495              0  1.b
                                             -  ------------------------------------------------------------
  c.  Secured by 1-4 family residential
      properties in domestic offices:
    (1) Revolving, open-end loans secured by
        1-4 family residential properties and
        extended under lines of credit          5398         1,868  5399            437  5400          4,654  1.c.1
                                      --------  ------------------------------------------------------------
    (2) Closed-end loans secured by
        1-4 family residential properties       5401        21,560  5402          2,825  5403          4,057  1.c.2
                                         -----  ------------------------------------------------------------
  d.  Secured by multifamily (5 or more)
      residential properties in domestic
      offices                                   3499         1,733  3500              0  3501              0  1.d
             ---------------------------------  ------------------------------------------------------------
  e.  Secured by nonfarm nonresidential
      properties in domestic offices            3502        18,017  3503            995  3504          1,475  1.e
                                    ----------  ------------------------------------------------------------
                                                ----                ----                 ----
                                                RCFN                RCFN                 RCFN
                                                ----                ----                 ----
                                                -------------------------------------------------
  f.  in foreign offices                        B572             0  B573              0  B574              0  1.f
                                                ------------------------------------------------------------
2.  Loans to depository institutions and acceptances
    of other banks:
                                                ----                ----                 ----
  a.  To U.S. banks and other U.S. depository   RCFD                RCFD                 RCFD
                                                ----                ----                 ----
                                                ------------------------------------------------------------
      institutions                              5377             0  5378              0  5379              0  2.a
                  ----------------------------  ------------------------------------------------------------
  b.  To foreign banks                          5380             0  5381              0  5382              0  2.b
                      ------------------------  ------------------------------------------------------------
3.  Loans to finance agricultural production
    and other loans to farmers                  1594         2,353  1597            765  1583            148  3
                              ----------------  ------------------------------------------------------------
4.  Commercial and industrial loans:
  a.  To U.S. addressees (domicile)             1251        33,402  1252          3,318  1253         14,250  4.a
                                   -----------  ------------------------------------------------------------
  b.  To non-U.S. addressees (domicile)         1254             0  1255              0  1256              0  4.b
                                       -------  ------------------------------------------------------------
5.  Loans to individuals for household, family,
    and other personal expenditures:
  a.  Credit cards                              B575             0  B576              0  B577              0  5.a
                  ----------------------------  ------------------------------------------------------------
  b.  Other (includes single payment, installment,
      all student loans, and revolving credit
      plans other than credit cards)            B578        27,062  B579         24,966  B580             60  5.b
                                    ----------  ------------------------------------------------------------
6.  Loans to foreign governments and official
    institutions                                5389             0  5390              0  5391              0  6
                ------------------------------  ------------------------------------------------------------
7.  All other loans                             5459           125  5460             49  5461             30  7
                   ---------------------------  ------------------------------------------------------------
8.  Lease financing receivables:
  a.  Of U.S. addressees (domicile)             1257             0  1258              0  1259              0  8.a
                                   -----------  ------------------------------------------------------------
  b.  Of non-U.S. addressees (domicile)         1271             0  1272              0  1791              0  8.b
                                       -------  ------------------------------------------------------------
9.  Debt securities and other assets (exclude
    other real estate owned and other
    repossessed assets)                         3505             0  3506              0  3507              0  9
                       -----------------------  ------------------------------------------------------------



Wells Fargo Bank West, N.A.                                                                        FFIEC 031
-----------------------------------------------------------                                        RC-18
Legal Title of Bank                                                                                   28
                                                                                                    ------
FDIC Certificate Number - 03011

Schedule RC-N -- Continued

Amounts reported in Schedule RC-N, items 1 through 8, above include guaranteed
and unguaranteed portions of past due and nonaccrual loans and leases. Report in
item 10 below certain guaranteed loans and leases that have already been
included in the amounts reported in items 1 through 8.

                                                ------------------------------------------------------------
                                                    (Column A)           (Column B)           (Column C)
                                                     Past due            Past due 90          Nonaccrual
                                                   30 through 89        days or more
                                                   days and still         and still
                                                      accruing            accruing
                                                ------------------------------------------------------------
                   Dollar Amounts in Thousands  RCON Bil  Mil  Thou  RCON Bil  Mil  Thou  RCON Bil  Mil Thou
------------------------------------------------------------------------------------------------------------
10. Loans and leases reported in items 1
    through 8 above which are wholly or partially
    guaranteed by the U.S. Government           5612        21,110  5613         24,708  5614              0  10
                                     ---------  ------------------------------------------------------------
    a.  Guaranteed portion of loans and leases
        included in item 10 above               5615        21,066  5616         24,706  5617              0  10.a
                                 -------------  ------------------------------------------------------------
                                                ------------------------------------------------------------
                                                    (Column A)           (Column B)           (Column C)
                                                     Past due            Past due 90          Nonaccrual
                                                   30 through 89        days or more
                                                   days and still         and still
Memoranda                                             accruing            accruing
                                                ------------------------------------------------------------
                   Dollar Amounts in Thousands  RCON Bil  Mil  Thou  RCON Bil  Mil  Thou  RCON Bil  Mil Thou
------------------------------------------------------------------------------------------------------------

1.  Restructured loans and leases included in
    Schedule RC-N, items 1 through 8, above
    (and not reported in Schedule RC-C, Part I,
    Memorandum item 1)                          1658              0  1659              0  1661             0  M.1
                      ------------------------  ------------------------------------------------------------
2.  Loans to finance commercial real estate,
    construction, and land development activities
    (not secured by real estate) included in
    Schedule RC-N, items 4 and 7, above         6558          4,206  6559            229  6560         1,692  M.2
                                       -------  ------------------------------------------------------------
3.  Loans secured by real estate to non-U.S.
    addressees (domicile) (included in
    Schedule RC-N, item 1, above)               1248              0  1249              0  1250             0  M.3
                                 -------------  ------------------------------------------------------------
4.  Not applicable
                                                ----------------------------------------
                                                     (Column A)           (Column B)
                                                     Past due            Past due 90
                                                    30 through           days or more
                                                      89 days
                                                ----------------------------------------
                                                RCFD Bil  Mil  Thou  RCFD Bil  Mil  Thou
5.  Interest rate, foreign exchange rate,       ----------------------------------------
    and other commodity and equity contracts:
    Fair value of amounts carried as assets     3529              0  3530              0                      M.5
                                           ---  ----------------------------------------

---------------------------------------------------------------------------------------------------------------------
Person to whom questions about the Reports of Condition and Income should be
directed:

            Karen B. Martin, Regulatory Reporting
       -----------------------------------------------------------------------------------------------------
            Name and Title (TEXT 8901)

            karen.b.martin@wellsfargo.com
       -----------------------------------------------------------------------------------------------------
            E-mail Address (TEXT 4086)

            (612) 667-3975                                     (612) 667-3659
       ----------------------------------------------------    ---------------------------------------------
            Telephone: Area code/phone number/extension        FAX: Area code/phone number (TEXT 9116)
            (TEXT 89
---------------------------------------------------------------------------------------------------------------------



Wells Fargo Bank West, N.A.                                                                        FFIEC 031
-----------------------------------------------------------                                        RC-19
Legal Title of Bank                                                                                   29
                                                                                                    ------
FDIC Certificate Number - 03011

Schedule RC-O-- Other Data for Deposit Insurance and FICO Assessments

                                                                                        --------------------
                                                            Dollar Amounts in Thousands RCON  Bil  Mil  Thou
------------------------------------------------------------------------------------------------------------
1.  Unposted debits (see instructions):
  a.  Actual amount of all unposted debits                                              0030             N/A  1.a
                                          --------------------------------------------  --------------------
    OR
  b.  Separate amount of unposted debits:
    (1) Actual amount of unposted debits to demand deposits                             0031           3,841  1.b.1
                                                           ---------------------------  --------------------
    (2) Actual amount of unposted debits to time and savings deposits (1)               0032               0  1.b.2
                                                                         -------------  --------------------
2.  Unposted credits (see instructions):
  a.  Actual amount of all unposted credits                                             3510             N/A  2.a
                                           -------------------------------------------  --------------------
    OR
  b.  Separate amount of unposted credits:
    (1) Actual amount of unposted credits to demand deposits                            3512          18,716  2.b.1
                                                            --------------------------  --------------------
    (2) Actual amount of unposted credits to time and savings deposits (1)              3514               0  2.b.2
                                                                          ------------  --------------------
3.  Uninvested trust funds (cash) held in bank's own trust department (not included
    in total  deposits in domestic offices)                                             3520               0  3
                                           -------------------------------------------  --------------------
4.  Deposits of consolidated subsidiaries in domestic offices and in insured branches
    in Puerto Rico and U.S. territories and possessions (not included in total deposits):
  a.  Demand deposits of consolidated subsidiaries                                      2211           4,104  4.a
                                                  ------------------------------------  --------------------
  b.  Time and savings deposits (1) of consolidated subsidiaries                        2351               0  4.b
                                                                ----------------------  --------------------
  c.  interest accrued and unpaid on deposits of consolidated subsidiaries              5514               0  4.c
                                                                          ------------  --------------------
5.  Deposits in insured branches in Puerto Rico and U.S. territories and possessions:
  a.  Demand deposits in insured branches (included in Schedule RC-E, Part II)          2229               0  5.a
                                                                              --------  --------------------
  b.  Time and saving deposits (1) in insured branches (included in Schedule RC-E,
      Part II)                                                                          2383               0  5.b
              ------------------------------------------------------------------------  --------------------
  c.  Interest accrued and unpaid on deposits in insured branches
      (included in Schedule RC-G, item 1.b)                                             5515               0  5.c
                                           -------------------------------------------  --------------------
6.  Reserve balances actually passed through to the Federal Reserve by the reporting
    bank on behalf of its respondent depository institutions that are also reflected
    as deposit liabilities of the reporting bank:
  a.  Amount reflected in demand deposits (included in Schedule RC-E, Part I,
      item 7 column B)                                                                  2314               0  6.a
                      ----------------------------------------------------------------  --------------------
  b.  Amount reflected in time and savings deposits (1) (included in Schedule RC-E,
      Part I, item 7, column A or C, but not column B)                                  2315               0  6.b
                                                      --------------------------------  --------------------
7.  Unamortized premiums and discounts on time and savings deposits:  (1,2)
  a.  Unamortized premiums                                                              5516               0  7.a
                          ------------------------------------------------------------  --------------------
  b.  Unamortized discounts                                                             5517               0  7.b
                           -----------------------------------------------------------  --------------------
8.  To be completed by banks with "Oakar deposits."
  a.  Deposits purchased or acquired from other FDIC-insured institutions during
      the quarter (exclude deposits purchased or acquired from foreign offices
      other than insured branches in Puerto Rico and U.S. territories and possessions):
    (1) Total deposits purchased or acquired from other
        FDIC-insured institutions during the quarter                                    A531               0  8.a.1
                                                    ----------------------------------  --------------------
    (2) Amount of purchased or acquired deposits reported in item 8.a.(1) above
        attributable to a secondary fund (i.e., BIF members report deposits
        attributable to SAIF; SAIF members report deposits attributable to BIF)         A532               0  8.a.2
                                                                               -------  --------------------
  b.  Total deposits sold or transferred to other FDIC-insured institutions during
      the quarter (exclude sales or transfers by the reporting bank of deposits
      in foreign offices other than insured branches in Puerto Rico and U.S.
      territories and possessions)                                                      A533               0  8.b
                                  ----------------------------------------------------  --------------------
---------
  (1) For FDIC and FICO insurance assessment purposes, "time and savings
      deposits" consists of nontransaction accounts and all transaction accounts
      other than demand deposits.
  (2) Exclude core deposit intangibles.



Wells Fargo Bank West, N.A.                                                                        FFIEC 031
-----------------------------------------------------------                                        RC-20
Legal Title of Bank                                                                                   30
                                                                                                    ------
FDIC Certificate Number - 03011


Schedule RC-O -- Continued


                                                                                        --------------------
                                                            Dollar Amounts in Thousands RCON  Bil  Mil  Thou
------------------------------------------------------------------------------------------------------------
9.  Deposits in lifeline accounts                                                       5596                  9
                                 -----------------------------------------------------  ----
10. Benefit-responsive "Depository Institution Investment Contracts" (included in
    total deposits in domestic offices)                                                 8432               0  10
                                       -----------------------------------------------  --------------------
11. Adjustments to demand deposits in domestic offices and in insured branches
    in Puerto Rico and U.S. territories and possessions reported in Schedule RC-E
    for certain reciprocal demand balances:
    a. Amount by which demand deposits would be reduced if the reporting bank's
       reciprocal demand balances with the domestic offices of U.S. banks and
       savings associations and insured branches in Puerto Rico and U.S. territories
       and possessions that were reported on a gross basis on Schedule RC-E
       had been reported on a net basis                                                 8785               0  11.a
                                       -----------------------------------------------  --------------------
    b. Amount by which demand deposits would be increased if the reporting bank's
       reciprocal demand balances with foreign banks and foreign offices of other
       U.S. banks (other than insured branches in Puerto Rico and U.S.
       territories and possessions) that were reported on a net basis in
       Schedule RC-E had been reported on a gross basis                                 A181               0  11.b
                                                       -------------------------------  --------------------
    c. Amount by which demand deposits would be reduced if cash items in process
       of collection were included in the calculation of the reporting bank's net
       reciprocal demand balances with the domestic offices of U.S. banks and
       savings associations and insured branches in Puerto Rico and U.S.
       territories and possessions in Schedule RC-E                                     A182               0  11.c
                                                   -----------------------------------  --------------------
12. Amount of assets netted against deposit liabilities in domestic offices and
    in insured branches in Puerto Rico and U.S. territories and possessions on
    the balance sheet (Schedule RC) in accordance with generally accepted
    accounting principles (exclude amounts related to reciprocal demand
    balances):
    a.  Amount of assets netted against demand deposits                                 A527               0  12.a
                                                       -------------------------------  --------------------
    b.  Amount of assets netted against time and savings deposits                       A528               0  12.b
                                                                 ---------------------  --------------------

Memoranda (to be completed each quarter except as noted)
                                                                                        --------------------
                                                            Dollar Amounts in Thousands RCON  Bil  Mil  Thou
------------------------------------------------------------------------------------------------------------
1.  Total deposits in domestic offices of the bank (sum of Memorandum items 1.a.(1)
    and 1.b.(1) must equal Schedule RC, item 13.a):
  a.  Deposit accounts of $100,000 or less:
    (1) Amount of deposit accounts of $100,000 or less                                  2702       4,913,357  M.1.a.1
                                                      --------------------------------  --------------------
    (2) Number of deposit accounts of $100,000 or less                        Number
                                                                         ---------------
        (to be completed for the June report only)                       3779        N/A                      M.1.a.2
                                                  ---------------------  ---------------
  b.  Deposit accounts of more than $100,000:
                                                                                        --------------------
    (1) Amount of deposit accounts of more than $100,000                                2710       4,911,501  M.1.b.1
                                                        ------------------------------  --------------------
                                                                              Number
                                                                         ----------------
    (2) Number of deposit accounts of more than $100,000                 2722      12,437                     M.1.b.2
                                                                         -----------------------------------
2.  Estimated amount of uninsured deposits in domestic offices of the bank:
  a. An estimate of your bank's uninsured deposits can be determined by multiplying the
     number of deposit accounts of more tan $100,000 reported in Memorandum item
     1.b.(2) above by $100,000 and subtracting the result from the amount of
     deposit accounts of more than $100,000 reported in Memorandum item 1.b.(1)
     above.

    Indicate in the appropriate box at right whether your bank has a method or          --------------------
    procedure for determining a better estimate of uninsured deposits than the          RCON       YES/ NO
                                                                                        --------------------
    estimate described above                                                            6861          NO      M.2.a
                            ----------------------------------------------------------  --------------------
  b.  If the box marked YES has been checked, report the estimate of uninsured deposits       Bil  Mil  Thou
                                                                                        --------------------
      determined by using your bank's method or procedure                               5597               0  M.2.b
                                                                                        --------------------
3.  Has the reporting institution been consolidated with a parent bank
    or savings association in that parent bank's or parent savings association's
    Call Report or Thrift Financial Report? If so, report the legal title and FDIC
    Certificate Number of the parent bank or parent savings association:
                                                                                        --------------------
            Text                                                                        RCON   FDIC Cert No.
                                                                                        --------------------
       -----------------------------------------------------------------------------------------------------
       A545                                                                             A545             N/A  M.3
       -----------------------------------------------------------------------------------------------------



Wells Fargo Bank West, N.A.                                                                        FFIEC 031
-----------------------------------------------------------                                        RC-21
Legal Title of Bank                                                                                   31
                                                                                                    ------
FDIC Certificate Number - 03011

Schedule RC-R -- Regulatory Capital

                                                                                        --------------------
                                                            Dollar Amounts in Thousands RCFD  Bil  Mil  Thou
------------------------------------------------------------------------------------------------------------
Tier 1 capital
1.  Total equity capital (from Schedule RC, item 28)                                    3210       1,147,877  1
                                                    ----------------------------------  --------------------
2.  LESS: Net unrealized gains (losses) on available-for-sale securities (1)
    (if a gain, report as a positive value; if a loss, report as a negative value)      8434           4,972  2
                                                                                  ----  --------------------
3.  LESS: Net unrealized loss on available-for-sale EQUITY securities (1)
    (report loss as a positive value)                                                    A221              0  3
                                     -------------------------------------------------   -------------------
4.  LESS: Accumulated net gains (losses) on cash flow hedges (1) (if a gain,
    (report as a positive value; if a loss, report as a negative value)                 4336               0  4
                                                                       ---------------  --------------------
5.  LESS: Nonqualifying perpetual preferred stock                                       B588               0  5
                                                 -------------------------------------  --------------------
6.  Qualifying minority interests in consolidated subsidiaries                          B589              74  6
                                                              ------------------------  --------------------
7.  LESS: Disallowed goodwill and other disallowed intangible assets                    B590          77,801  7
                                                                    ------------------  --------------------
8.  LESS: Disallowed servicing assets and purchased credit card relationships           B591               0  8
                                                                             ---------  --------------------
9.  LESS: Disallowed deferred tax assets                                                5610               0  9
                                        ----------------------------------------------  --------------------
10. Other additions to (deductions from) Tier 1 capital                                 B592               0  10
                                                       -------------------------------  --------------------
11. Tier 1 capital (sum of items 1, 6, and 10, less items 2, 3, 4, 5, 7, 8, and 9)      8274       1,065,178  11
                                                                                  ----  --------------------

Tier 2 Capital
12. Qualifying subordinated debt and redeemable preferred stock                         5306         332,000  12
                                                               -----------------------  --------------------
13. Cumulative perpetual preferred stock includible in Tier 2 capital                   B593               0  13
                                                                     -----------------  --------------------
14. Allowance for loan and lease losses includible in Tier 2 capital                    5310         116,224  14
                                                                    ------------------  --------------------
15. Unrealized gains on available-for-sale equity securities includible in Tier 2
    capital                                                                             2221             601  15
           ---------------------------------------------------------------------------  --------------------
16. Other Tier 2 capital components                                                     B594               0  16
                                   ---------------------------------------------------  --------------------
17. Tier 2 capital (sum of items 12 through 16)                                         5311         448,825  17
                                               ---------------------------------------  --------------------
18. Allowable Tier 2 capital (lesser of item 11 or 17)                                  8275         448,825  18
                                                      --------------------------------  --------------------
19. Tier 3 capital allocated for market risk                                            1395               0  19
                                            ------------------------------------------  --------------------
20. LESS: Deductions for total risk-based capital                                       B595               0  20
                                                 -------------------------------------  --------------------
21. Total risk-based capital (sum of items 11, 18, and 19, less item 20)                3792       1,514,003  21
                                                                        --------------  --------------------

Total assets for leverage ratio
22. Average total assets (from Schedule RC-K, item 9)                                   3368      17,154,703  22
                                                     ---------------------------------  --------------------
23. LESS: Disallowed goodwill and other disallowed intangible assets (from item
    7 above)                                                                            B590          77,801  23
            --------------------------------------------------------------------------  --------------------
24. LESS: Disallowed servicing assets and purchased credit card relationships
    (from item 8 above)                                                                 B591               0  24
                       ---------------------------------------------------------------  --------------------
25. LESS: Disallowed deferred tax assets (from item 9 above)                            5610               0  25
                                                            --------------------------  --------------------
26. LESS: Other deductions from assets for leverage capital purposes                    B596               0  26
                                                                    ------------------  --------------------
27. Average total assets for leverage capital purposes (item 22 less items
    23 through 26)                                                                      A224      17,076,902  27
                  --------------------------------------------------------------------  --------------------

Adjustments for financial subsidiaries
28. Adjustment to total risk-based capital reported in item 21                          B503               0  28
                                                              ------------------------  --------------------
29. Adjustment to risk-weighted assets reported in item 62                              B504               0  29
                                                          ----------------------------  --------------------
30. Adjustment to average total assets reported in item 27                              B505               0  30
                                                          ----------------------------  --------------------

Capital Ratios
(Column B is to be completed by all banks.  Column A is to be              ---------------------------------
completed by banks with financial subsidiaries)                            ---- (Column A)        (Column B)
                                                                           RCFD Percentage   RCFD Percentage
                                                                           ---------------------------------
31. Tier 1 leverage ratio (2)                                              7273       N/A    7204       6.24% 31
                                                                           ---------------------------------
32. Tier 1 risk-based capital ratio (3)                                    7274       N/A    7206       7.58% 32
                                                                           ---------------------------------
33. Total risk-based capital ratio (4)                                     7275       N/A    7205      10.77% 33
                                                                           ---------------------------------
---------
  (1) Report amount included in Schedule RC, item 26.b, "Accumulated other
      comprehensive income."
  (2) The ratio for column B is item 11 divided by item 27. The ratio for column
      A is item 11 minus one half of item 28 divided by (item 27 minus item
  (3) The ratio for column B is item 11 divided by item 62. The ratio for column
      A is item 11 minus one half of item 28 divided by (item 62 minus item
  (4) The ratio for column B is item 21 divided by item 62. The ratio for column
      A is item 21 minus one half of item 28 divided by (item 62 minus item



Wells Fargo Bank West, N.A.                                                                        FFIEC 031
-----------------------------------------------------------                                        RC-22
Legal Title of Bank                                                                                   32
                                                                                                    ------
FDIC Certificate Number - 03011

Schedule RC-R -- Continued

Banks are not required to risk-weight each on-balance sheet asset and the credit
equivalent amount of each off-balance sheet item that qualifies for a risk
weight off less than 100 percent (50 percent for derivatives) at its lower risk
rate. When completing items 34 through 54 of Schedule RC-R, each bank should
decide for itself how detailed a risk-weight analysis it wishes to perform. In
other words, a bank can choose from among its assets and off-balance sheet items
that have a risk weight off less than 100 percent which ones to risk-weight at
an appropriate lower risk, or it can simply risk-weight some or all of these
items at a 100 percent risk weight (50 percent for derivatives).

                                         -----------------------------------------------------------------------------
                                         (Column A)    (Column B)    (Column C)  (Column D)   (Column E)   (Column F)
                                           Totals       Items Not    -------------------------------------------------
                                           (from       Subject to           Allocation by Risk Weight Category
                                                                     -------------------------------------------------
Balance Sheet Asset Categories           Schedule RC) Risk-Weighting    0%          20%          50%          100%
                                         -----------------------------------------------------------------------------
             Dollar Amounts in Thousands Bil Mil Thou Bil Mil Thou Bil Mil Thou Bil Mil Thou Bil Mil Thou Bil Mil Thou
----------------------------------------------------------------------------------------------------------------------
34.Cash and balances due from depository  RCFD 0010                  RCFD B600    RCFD B601                 RCFD B602
   institutions (Column A equals the sum ------------              ------------ ------------              ------------
   of Schedule RC, items 1.a and 1.b)       1,664,263                   194,538    1,469,725                         0  34
                                     --  ------------
                                         ------------ ------------ ------------ ------------ ------------ ------------
                                          RCFD 1754    RCFD B603    RCFD B604     RCFD B605    RCFD B606    RCFD B607
                                         ------------ ------------ ------------ ------------ ------------ ------------
35. Held-to-maturity securities                     0            0            0            0            0            0  35
                               --------  ------------ ------------ ------------ ------------ ------------ ------------
                                          RCFD 1773    RCFD B608    RCFD B609     RCFD B610    RCFD B611    RCFD B612
                                         ------------ ------------ ------------ ------------ ------------ ------------
36. Available-for-sale securities           3,503,982        6,523    1,886,573    1,468,271       24,225      118,390  36
                                 ------  ------------ ------------ ------------ ------------ ------------ ------------
37. Federal funds sold and securities     RCFD 1350                 RCFD B613     RCFD B614                 RCFD B616
    purchased under agreements to        ------------              ------------ ------------              ------------
    resell                                     10,627                         0       10,627                         0  37
          -----------------------------  ------------ ------------ ------------ ------------ ------------ ------------
                                          RCFD 5369    RCFD B617    RCFD B618     RCFD B619    RCFD B620    RCFD B621
                                         ------------ ------------ ------------ ------------ ------------ ------------
38. Loans and leases held for sale            540,251            0            0      500,005       40,246            0  38
                                  -----  ------------ ------------ ------------ ------------ ------------ ------------
                                          RCFD B528    RCFD B622    RCFD B623     RCFD B624    RCFD B625    RCFD B626
                                         ------------ ------------ ------------ ------------ ------------ ------------
39. Loans and leases, net of
    unearned income (1)                    11,761,472            0            0      165,004      505,214   11,091,254  39
                       ----------------  ------------ ------------ ------------ ------------ ------------ ------------
                                          RCFD 3123    RCFD 3123
                                          ----------- ------------
40. LESS: Allowance for loan and lease
    losses                                    116,224      116,224                                                      40
          -----------------------------   ----------- ------------ ------------ ------------ ------------ ------------
                                           RCFD 3545   RCFD B627    RCFD B628     RCFD B629    RCFD B630    RCFD B631
                                          ----------- ------------ ------------ ------------ ------------ ------------
41. Trading assets                                878          878            0            0            0            0  41
                  ---------------------   ----------- ------------ ------------ ------------ ------------ ------------
                                           RCFD B639   RCFD B640    RCFD B641     RCFD B642    RCFD B643    RCFD 5339
                                          ----------- ------------ ------------ ------------ ------------ ------------
42. All other assets (2)                      559,400       77,801       19,130            0            0      462,469  42
                        ---------------   ----------- ------------ ------------ ------------ ------------ ------------
                                           RCFD 2170   RCFD B644    RCFD 5320     RCFD 5327    RCFD 5334    RCFD 5340
                                          ----------- ------------ ------------ ------------ ------------ ------------
43. Total assets (sum of items 34
    through 42)                            17,924,649      (31,022)   2,100,241    3,613,632      569,685   11,672,113  43
               ------------------------   ----------- ------------ ------------ ------------ ------------ ------------
---------
  (1) Include any allocated transfer risk reserve in column B.
  (2) Includes premises and fixed assets, other real estate owned, investments
      in unconsolidated subsidiaries and associated companies, customers'
      liability on acceptances outstanding, intangible assets, and other assets.



Wells Fargo Bank West, N.A.                                                                        FFIEC 031
-----------------------------------------------------------                                        RC-23
Legal Title of Bank                                                                                   33
                                                                                                    ------
FDIC Certificate Number - 03011

Schedule RC-R -- Continued
                                 ----------------------------------------------------------------------------------------
                                                                      (Column C)    (Column D)   (Column E)   (Column F)
                                   (Column A)             (Column B)
                                  Face Value    Credit      Credit              Allocation by Risk Weight Category
                                  or Notional  Conversion Equivalent  ---------------------------------------------------
                                    Amount      Factor     Amount (1)       0%          20%          50%         100%
                                 ------------            ------------ ------------ ------------ ------------ ------------
     Dollar Amounts in Thousands Bil Mil Thou            Bil Mil Thou Bil Mil Thou Bil Mil Thou Bil Mil Thou Bil Mil Thou
-------------------------------------------------------------------------------------------------------------------------
Derivatives and Off-Balance Sheet Items
                                   RCFD 3819               RCFD B645    RCFD B646    RCFD B647    RCFD B648    RCFD B649
                                  ---------------------------------------------------------------------------------------
44. Financial standby letters
    of credit                          53,297    1.00          53,297            0            0            0       53,297  44
             -------------------  ----------- ---------- ------------ ------------ ------------ ------------ ------------
45. Performance standby letters    RCFD 3821               RCFD B650    RCFD B651    RCFD B652    RCFD B653    RCFD B654
    of credit                          76,019     .50          38,010            0            0            0       38,010  45
             -------------------  ----------- ---------- ------------ ------------ ------------ ------------ ------------
46. Commercial and similar letters RCFD 3411               RCFD B655    RCFD B656    RCFD B657    RCFD B658    RCFD B659
    of credit                           1,805     .20             361            0            0            0          361  46
             -------------------  ----------- ---------- ------------ ------------ ------------ ------------ ------------
47. Risk participations in bankers
    acceptances acquired by the    RCFD 3429               RCFD B660    RCFD B661    RCFD B662                 RCFD B663
    reporting institution                   0    1.00               0            0            0                         0  47
                         -------  ----------- ---------- ------------ ------------ ------------ ------------ ------------
                                   RCFD 3433               RCFD B664    RCFD B665    RCFD B666    RCFD B667    RCFD B668
                                  ----------- ---------- ------------ ------------ ------------ ------------ ------------
48. Securities lent                 2,806,497    1.00       2,806,497            0    2,806,497            0            0  48
                   -------------  ----------- ---------- ------------ ------------ ------------ ------------ ------------
49. Retained recourse on small     RCFD A250               RCFD B669    RCFD B670    RCFD B671    RCFD B672    RCFD B673
    busines obligations sold
    with recourse                          0     1.00               0            0            0            0            0  49
                 ---------------  ---------- ----------- ------------ ------------ ------------ ------------ ------------
50. Retained recourse on financial RCFD 1727   * Below     RCFD 2243                                           RCFD B674
    assets sold with low-level
    recourse                               0    12.500              0                                                   0  50
            --------------------  ---------- ----------- ------------ ------------ ------------ ------------ ------------
51. All other financial assets     RCFD B675               RCFD B676    RCFD B677    RCFD B678    RCFD B679    RCFD B680
    sold with recourse                     0     1.00               0            0            0            0            0  51
                      ----------  ---------- ----------- ------------ ------------ ------------ ------------ ------------
52. All other off-balance sheet    RCFD B681               RCFD B682    RCFD B683    RCFD B684    RCFD B685    RCFD B686
    liabilities                            0     1.00               0            0            0            0            0  52
               -----------------  ---------- ----------- ------------ ------------ ------------ ------------ ------------
53. Unused commitments with an     RCFD 3833               RCFD B687    RCFD B688    RCFD B689    RCFD B690    RCFD B691
    original maturity exceeding
    one year                       1,838,467     .50          919,234            0            0      397,764      521,470  53
            --------------------  ---------- ----------- ------------ ------------ ------------ ------------ ------------
                                                           RCFD A167    RCFD B693    RCFD B694    RCFD B695
                                                         ------------ ------------ ------------ ------------
54. Derivative contracts                                        1,128            0          125        1,003               54
                        --------                         ------------ ------------ ------------ ------------
---------
  * Or institution-specific factor. Entering an `M' allows for data entry in
  Column B.
(1) Column A multiplied by credit conversion factor.



Wells Fargo Bank West, N.A.                                                                        FFIEC 031
-----------------------------------------------------------                                        RC-24
Legal Title of Bank                                                                                   34
                                                                                                    ------
FDIC Certificate Number - 03011

Schedule RC-R -- Continued
                                                      -----------------------------------------------------
                                                       (Column C)   (Column D)    (Column E)   (Column F)
                                                      -----------------------------------------------------
                                                               Allocation by Risk Weight Category
                                                      -----------------------------------------------------

                                                           0%           20%          50%          100%
                                                      ------------------------------------------------------
                          Dollar Amounts in Thousands Bil Mil Thou  Bil Mil Thou  Bil Mil Thou  Bil Mil Thou
------------------------------------------------------------------------------------------------------------
Totals
55. Total assets, derivatives, and off-balance sheet
    items by risk weight category                       RCFD B696     RCFD B697     RCFD B698     RCFD B699
                                                      ------------------------------------------------------
   (for each column, sum of items 43 through 54)         2,100,241     6,420,254       968,452    12,285,251  55
                                                ----  ------------------------------------------------------
56. Risk weight factor                                     * 0%          * 20%          * 50%       * 100%    56
                      ------------------------------  ------------------------------------------------------

57. Risk-weighted assets by risk weight category        RCFD B700     RCFD B701     RCFD B702     RCFD B703
                                                      ------------------------------------------------------
    (for each column, item 55 multiplied by item 56)             0     1,284,051        484,226   12,285,251  57
                                                      ------------------------------------------------------
                                                                                                  RCFD 1651
                                                                                                 -----------
58. Market risk equivalent assets                                                                          0  58
                                 -------------------                                             -----------

59. Risk-weighted assets before deductions for excess                                             RCFD B704
    allowance for loan and lease losses and allocated                                            -----------
    transfer risk reserve (sum of item 57, columns C
    through F, and item 58)                                                                       14,053,528  59
                           -------------------------                                             -----------
                                                                                                  RCFD A222
                                                                                                 -----------
60. LESS: Excess allowance for loan and lease losses                                                       0  60
                                                                                                 -----------
                                                                                                  RCFD 3128
                                                                                                 -----------
61. LESS: Allocated transfer risk reserve                                                                  0  61
                                         -----------                                             -----------
                                                                                                  RCFD A223
                                                                                                 -----------
62. Total risk-weighted assets (item 59 minus items
    60 and 61)                                                                                    14,053,528  62
              --------------------------------------                                             -----------

Memoranda
                                                                                         -------------------
                                                            Dollar Amounts in Thousands  RCFD  Bil  Mil Thou
------------------------------------------------------------------------------------------------------------
1.  Current credit exposure across all derivative contracts covered by the               8764            878  M.1
    risk-based capital standards
                                -------------------------------------------------------  -------------------


                                      ----------------------------------------------------------------------
                                                          With a remaining maturity of
                                      ----------------------------------------------------------------------
                                               (Column A)              (Column B)             (Column C)
                                                One year             Over one year               Over
                                                or less                 through               five years
2.  Notional principal amounts of                                      five years
    derivative contracts:  (1)        ----------------------------------------------------------------------
                                      RCFD Tril Bil Mil Thou  RCFD Tril Bil Mil Thou  RCFD Tril Bil Mil Thou
                                      ----------------------------------------------------------------------
  a.  Interest rate contracts         3809                 0  8766            50,000  8767                 0  M.2.a
                             -------  ----------------------------------------------------------------------
  b.  Foreign exchange contracts      3812                 0  8769                 0  8770                 0  M.2.b
                                ----  ----------------------------------------------------------------------
  c.  Gold contracts                  8771                 0  8772                 0  8773                 0  M.2.c
                    ----------------  ----------------------------------------------------------------------
  d.  Other precious metals contracts 8774                 0  8775                 0  8776                 0  M.2.d
                                      ----------------------------------------------------------------------
  e.  Other commodity contracts       8777                 0  8778                 0  8779                 0  M.2.e
                               -----  ----------------------------------------------------------------------
  f.  Equity derivative contracts     A000                 0  A001                 0  A002                 0  M.2.f
                                 ---  ----------------------------------------------------------------------
---------
  (1) Exclude foreign exchange contracts with an original maturity of 14 days or
      less and all futures contracts.



Wells Fargo Bank West, N.A.                                                                        FFIEC 031
-----------------------------------------------------------                                        RC-25
Legal Title of Bank                                                                                   35
                                                                                                    ------
FDIC Certificate Number - 03011

Schedule RC-S -- Securitization and Asset Sale Activities

All of Schedule RC-S is to be completed beginning June 30, 2001.

                                     ------------------------------------------------------------------------------------------
                                     (Column A)   (Column B)   (Column C)    (Column D)   (Column E)   (Column F)   (Column G)
                                     1-4 Family      Home        Credit         Auto        Other      Commercial   All Other
                                     Residential    Equity        Card         Loans       Consumer       and       Loans and
                                       Loans         Loans     Receivables                 Loans       Industrial   All Leases
                                                                                                         Loans
                                     ------------------------------------------------------------------------------------------
         Dollar Amounts in Thousands Bil Mil Thou Bil Mil Thou Bil Mil Thou Bil Mil Thou Bil Mil Thou Bil Mil Thou Bil Mil Thou
-------------------------------------------------------------------------------------------------------------------------------
Bank Securitization Activities
1.Outstanding principal balance of
  assets sold and securitized by
  the reporting bank with servicing
  retained or with recourse or other   RCFD B705    RCFD B706    RCFD B707    RCFD B708    RCFD B709    RCFD B710    RCFD B711
  seller-provided                    ------------------------------------------------------------------------------------------
  credit enhancements                            0            0            0            0            0            0           0  1
                     --------------  ------------------------------------------------------------------------------------------
2.Maximum amount of credit exposure
  arising from recourse or other
  seller-provided credit enhancements
  provided to structures reported in
  item 1 in the form of:
  a.Retained interest-only strips
                                     ------------------------------------------------------------------------------------------
    (included in Schedules RC-B or     RCFD B712    RCFD B713    RCFD B714    RCFD B715    RCFD B716    RCFD B717    RCFD B718
                                     ------------------------------------------------------------------------------------------
    RC-F or in Schedule RC, item 5)              0            0            0            0            0            0           0  2.a
                                     ------------------------------------------------------------------------------------------
  b.Standby letters of credit, sub-
    ordinated securities, and other    RCFD B719    RCFD B720    RCFD B721    RCFD B722    RCFD B723    RCFD B724    RCFD B725
                                     ------------------------------------------------------------------------------------------
    enhancements                                 0            0            0            0            0            0           0  2.b
                -------------------  ------------------------------------------------------------------------------------------
3.Reporting bank's unused commitments
  to provide liquidity to structures   RCFD B726    RCFD B727    RCFD B728    RCFD B729    RCFD B730    RCFD B731    RCFD B732
                                     ------------------------------------------------------------------------------------------
  reported in item 1                             0            0            0            0            0            0            0  3
                    ---------------  ------------------------------------------------------------------------------------------
4.Past due loan amounts included in    RCFD B733    RCFD B734    RCFD B735    RCFD B736    RCFD B737    RCFD B738    RCFD B739
  item 1:                            ------------------------------------------------------------------------------------------
  a.  30-89 days past due                        0            0            0            0            0            0           0  4.a
                         ----------  ------------------------------------------------------------------------------------------
                                       RCFD B740    RCFD B741    RCFD B742    RCFD B743    RCFD B744    RCFD B745    RCFD B746
                                     ------------------------------------------------------------------------------------------
  b.  90 days or more past due                   0            0            0            0            0            0           0  4.b
                              -----  ------------------------------------------------------------------------------------------
5.Charge-offs and recoveries on
  assets sold and securitized with
  servicing retained or with recourse
  or other seller-provided credit
  enhancements (calendar
  year-to-date):                       RIAD B747    RIAD B748    RIAD B749    RIAD B750    RIAD B751    RIAD B752    RIAD B753
                                     ------------------------------------------------------------------------------------------
  a.  Charge-offs                                0            0            0            0            0            0           0  5.a
                 ------------------  ------------------------------------------------------------------------------------------
                                       RIAD B754    RIAD B755    RIAD B756    RIAD B757    RIAD B758    RIAD B759    RIAD B760
                                     ------------------------------------------------------------------------------------------
  b.  Recoveries                                 0            0            0            0            0            0           0  5.b
                -------------------  ------------------------------------------------------------------------------------------



Wells Fargo Bank West, N.A.                                                                        FFIEC 031
-----------------------------------------------------------                                        RC-26
Legal Title of Bank                                                                                   36
                                                                                                    ------
FDIC Certificate Number - 03011

Schedule RC-S -- Continued

                                     ------------------------------------------------------------------------------------------
                                     (Column A)   (Column B)   (Column C)    (Column D)   (Column E)   (Column F)   (Column G)
                                     1-4 Family      Home        Credit         Auto        Other      Commercial   All Other
                                     Residential    Equity        Card         Loans       Consumer       and       Loans and
                                       Loans         Loans     Receivables                 Loans       Industrial   All Leases
                                                                                                         Loans
                                     ------------------------------------------------------------------------------------------
         Dollar Amounts in Thousands Bil Mil Thou Bil Mil Thou Bil Mil Thou Bil Mil Thou Bil Mil Thou Bil Mil Thou Bil Mil Thou
-------------------------------------------------------------------------------------------------------------------------------
6.Amount of ownership (or seller's)               --------------------------                          -------------
  interest carried as:                              RCFD B761    RCFD B762                              RCFD B763
                                                  --------------------------                          -------------
    or RC, item 5)                                            0            0                                      0              6.a
                  -----------------               --------------------------                          -------------
                                                    RCFD B500    RCFD B501                               RCFD B502
                                                  --------------------------                          -------------
  b.Loans (included in Schedule RC-C)                         0            0                                      0              5.b
                                                  --------------------------                          -------------
7.Past due loan amounts included in
  interests reported in item 6.a:                   RCFD B764    RCFD B765                              RCFD B766
                                                  --------------------------                          -------------
  a.  30-89 days past due                                     0            0                                      0              7.a
                         ----------               --------------------------                          -------------
                                                    RCFD B767    RCFD B768                              RCFD B769
                                                  --------------------------                          -------------
  b.  90 days or more past due                                0            0                                      0              7.b
                              -----               --------------------------                          -------------
8.Charge-offs and recoveries on loan
  amounts included in interests reported
  in item 6.a (calendar year-to-date):              RIAD B770    RIAD B771                              RIAD B772
                                                  --------------------------                          -------------
  a.  Charge-offs                                             0            0                                      0              8.a
                 ------------------               --------------------------                          -------------
                                                    RIAD B773    RIAD B774                              RIAD B775
                                                  --------------------------                          -------------
  b.  Recoveries                                              0            0                                      0              8.b
                -------------------               --------------------------                          -------------

For Securitization Facilities Sponsored
By or Otherwise Established By Other
Institutions
9.Maximum amount of credit exposure
  arising from credit enhancements
  provided by the reporting bank to
  other institutions' securitization
  structures in the form of standby
  letters of credit,                 ------------------------------------------------------------------------------------------
  purchased subordinated securities,   RCFD B776    RCFD B777    RCFD B778    RCFD B779    RCFD B780    RCFD B781   RCFD B782
                                     ------------------------------------------------------------------------------------------
  and other enhancements                         0            0            0            0            0            0           0  9
                        -----------  ------------------------------------------------------------------------------------------
10. Reporting bank's unused
    commitments to provide liquidity
    to other institutions'             RCFD B783    RCFD B784    RCFD B785    RCFD B786    RCFD B787    RCFD B788   RCFD B789
                                     ------------------------------------------------------------------------------------------
    securitization structures                    0            0            0            0            0            0           0  10
                             ------  ------------------------------------------------------------------------------------------



Wells Fargo Bank West, N.A.                                                                        FFIEC 031
-----------------------------------------------------------                                        RC-27
Legal Title of Bank                                                                                   37
                                                                                                    ------
FDIC Certificate Number - 03011

Schedule RC-S -- Continued

                                     ------------------------------------------------------------------------------------------
                                     (Column A)   (Column B)   (Column C)    (Column D)   (Column E)   (Column F)   (Column G)
                                     1-4 Family      Home        Credit         Auto        Other      Commercial   All Other
                                     Residential    Equity        Card         Loans       Consumer       and       Loans and
                                       Loans         Loans     Receivables                 Loans       Industrial   All Leases
                                                                                                         Loans
                                     ------------------------------------------------------------------------------------------
         Dollar Amounts in Thousands Bil Mil Thou Bil Mil Thou Bil Mil Thou Bil Mil Thou Bil Mil Thou Bil Mil Thou Bil Mil Thou
-------------------------------------------------------------------------------------------------------------------------------

Bank Asset Sales
11.Assets sold with recourse or
   other seller-provided credit
   enhancements and not securitized    RCFD B790    RCFD B791    RCFD B792    RCFD B793    RCFD B794    RCFD B795    RCFD B796
                                     ------------------------------------------------------------------------------------------
   by the reporting bank                         0            0            0            0            0            0           0  11
                        -----------  ------------------------------------------------------------------------------------------
12.Maximum amount of credit exposure
   arising from recourse or other
   seller-provided credit
   enhancements provided               RCFD B797    RCFD B798    RCFD B799    RCFD B800    RCFD B801    RCFD B802    RCFD B803
                                     ------------------------------------------------------------------------------------------
   to assets reported in item 11                 0            0            0            0            0            0           0  12
                                ---  ------------------------------------------------------------------------------------------

Memorandum items 1, 2, and 3 are to be completed beginning June 30, 2001.

Memoranda
                                                                                         --------------------------
                                                         Dollar Amounts in Thousands          RCFD     Bil Mil Thou
-------------------------------------------------------------------------------------------------------------------
1.Small Business obligations transferred with recourse under Section 208 of the
  Riegle Community Development and Regulatory Improvement Act of 1994:
  a.  Outstanding principal balance                                                           A249                0  M.1.a
                                   ----------------------------------------------------  --------------------------
  b.  Amount of retained recourse on these obligations as of the report date                  A250                0  M.1.b
                                                                            -----------  --------------------------
2.  Outstanding principal balance of assets serviced for others:
  a.  1-4 family residential properties serviced with recourse or
      other servicer-provided credit enhancements                                             B804                0  M.2.a
                                                 --------------------------------------  --------------------------
  b.  1-4 family residential mortgages serviced with no recourse or other
      servicer-provided credit enhancements                                                   B805            2,586  M.2.b
                                           --------------------------------------------  --------------------------
  c.  Other financial assets (1)                                                              A591           57,629  M.2.c
                                -------------------------------------------------------  --------------------------
3.  Asset-backed commercial paper conduits:
  a.  Maximum amount of credit exposure arising from credit enhancements
      provided to conduit structures in the form of standby letters of
      credit, subordinated securities, and other enhancements:

    (1) Conduits sponsored by the bank, a bank affiliate, or the bank's holding company       B806                0  M.3.a.1
                                                                                         --------------------------
    (2) Conduits sponsored by other unrelated institutions                                    B807                0  M.3.a.2
                                                          -----------------------------  --------------------------
  b.  Unused commitments to provide liquidity to conduit structures:
    (1) Conduits sponsored by the bank, a bank affiliate, or the bank's holding company       B808                0  M.3.b.1
                                                                                         --------------------------
    (2) Conduits sponsored by other unrelated institutions                                    B809                0  M.3.b.2
                                                                                         --------------------------
---------
  (1) Memorandum item 2.c is to be completed beginning June 30, 2001, if the
      principal balance of other financial assets serviced for others is more
      than $10 million.



Wells Fargo Bank West, N.A.                                                                        FFIEC 031
-----------------------------------------------------------                                        RC-28
Legal Title of Bank                                                                                   38
                                                                                                    ------
FDIC Certificate Number - 03011

Schedule RC-T -- Fiduciary and Related Services

Schedule RC-T is to be completed beginning December 31, 2001.
Items 12 through 23 and Memorandum item 4 will not be made available to the
public on an individual institution basis.
                                                                         -----------------
                                                                         RCFD  YES / NO
                                                                         -----------------
1.  Does the bank have fiduciary powers?
    (If "NO," do not complete Schedule RC-T)                             A345     YES     1
                                            ---------------------------  -----------------
                                                                         -----------------
                                                                         RCFD  YES / NO
                                                                         -----------------
2.  Does the bank exercise the fiduciary powers it has
    been granted?                                                        A346     YES     2
                 ------------------------------------------------------  -----------------
                                                                         -----------------
3.  Does the bank have any fiduciary or related activity                 RCFD  YES / NO
    (in the form of assets or accounts) to report in this                -----------------
    schedule?  (If "NO," do not complete the rest of Schedule RC-T)      B867     YES     3
                                                                   ----  -----------------

  If the answers to item 3 is "YES," complete the application items of Schedule
  RC-T, as follows:

  Institutions with total fiduciary assets (item 9, sum of columns A and B)
  greater than $250 million (as of the preceding
  December 31) or with gross fiduciary and related services income greater than
  10% of revenue (net interest income plus noninterest income) for the preceding
  calendar year must complete:
  o Items 4 through 19.a quarterly
  o Items 20 through 23 annually with the December report, and
  o Memorandum items 1 through 4 annually with the December report

  Institutions with total fiduciary assets (item 9, sum of columns A and B)
  greater than $100 million but less than or equal to $250 million (as of the
  preceding December 31) that do not meet the fiduciary income test for
  quarterly reporting must complete:
  o Items 4 through 23 annually with the December report, and
  o Memorandum items 1 through 4 annually with the December report.

  Institutions with total fiduciary assets (item 9, sum of columns A and B) of
  $100 million or less (as of the preceding December 31 that do not meet the
  fiduciary income test for quarterly reporting must complete:
  o Items 4 through 11 annually with the December report, and
  o Memorandum items 1 through 3 annually with the December report.

                                           -----------------------------------------------------------------
                                               (Column A)       (Column B)       (Column C)     (Column D)
                                                 Managed        Non-Managed      Number of       Number of
                                                 Assets           Assets          Managed       Non-Managed
                                                                                  Accounts        Accounts
                                           -----------------------------------------------------------------
              Dollar Amounts in Thousands  Tril Bil Mil Thou  Tril Bil Mil Thou
------------------------------------------------------------------------------------------------------------
FIDUCIARY AND RELATED ASSETS                  RCFD B868          RCFD B869       RCFD B870         RCFD B871
                                           -----------------------------------------------------------------
4.  Personal trust and agency accounts             1,425,994             54,434      2,254                64  4
                                      ---  -----------------------------------------------------------------
5.  Retirement related trust and agency       RCFD B872          RCFD B873       RCFD B874         RCFD B875
    accounts:
                                           -----------------------------------------------------------------
  a.  Employee benefit-defined contibution           189,248          3,339,616        226             1,261  5.a
                                           -----------------------------------------------------------------
                                              RCFD B876          RCFD B877       RCFD B878         RCFD B879
                                           -----------------------------------------------------------------
  b.  Employee benefit-defined benefit               192,112             73,903         15                14  5.b
                                      ---  -----------------------------------------------------------------
                                              RCFD B880          RCFD B881       RCFD B882         RCFD B883
                                           -----------------------------------------------------------------
  c.  Other retirement accounts                      192,976          4,353,500        472             1,674  5.c
                               ----------  -----------------------------------------------------------------
                                              RCFD B884          RCFD B885       RCFD C001         RCFD C002
                                           -----------------------------------------------------------------
6.  Corporate trust and agency accounts                3,549          4,537,793         19             2,217  6
                                       --  -----------------------------------------------------------------
                                              RCFD B886                          RCFD B888
                                           -----------------                    ----------
7.  Investment management agency accounts            222,340                           196                    7
                                           -----------------------------------------------------------------
                                              RCFD B890          RCFD B891       RCFD B892         RCFD B893
                                           -----------------------------------------------------------------
8.  Other fiduciary accounts                          15,244              1,677         16                 2  8
                            -------------  -----------------------------------------------------------------



Wells Fargo Bank West, N.A.                                                                        FFIEC 031
-----------------------------------------------------------                                        RC-29
Legal Title of Bank                                                                                   39
                                                                                                    ------
FDIC Certificate Number - 03011

Schedule RC-T -- Continued

                                           -----------------------------------------------------------------
                                               (Column A)       (Column B)       (Column C)     (Column D)
                                                 Managed        Non-Managed      Number of       Number of
                                                 Assets           Assets          Managed       Non-Managed
                                                                                  Accounts        Accounts
                                           -----------------------------------------------------------------
              Dollar Amounts in Thousands  Tril Bil Mil Thou  Tril Bil Mil Thou
------------------------------------------------------------------------------------------------------------
FIDUCIARY AND RELATED
ASSETS - Continued
9.  Total fiduciary accounts                 RCFD B894           RCFD B895       RCFD B896         RCFD B897
                                           -----------------------------------------------------------------
   (sum of items 4 through 8)                      2,241,463         12,360,923      3,198             5,232  9
                             ------------  -----------------------------------------------------------------
                                                                 RCFD B898                         RCFD B899
                                                               ----------------                 ------------
10. Custody and safekeeping accounts                                  5,577,298                          772  10
                                    -----  -----------------------------------------------------------------
11. Fiduciary accounts held in foreign        RCFD B900          RCFD B901       RCFD B902         RCFD B903
                                           -----------------------------------------------------------------
    offices (included in items 9 and 10)                  0                   0          0                 0  11
                                        -  -----------------------------------------------------------------

                                                                                           -----------------
                                                            Dollar Amounts in Thousands RIAD  Bil  Mil  Thou
------------------------------------------------------------------------------------------------------------
FIDUCIARY AND RELATED SERVICES INCOME
12. Personal trust and agency accounts                                                  B904          19,820  12
                                      ------------------------------------------------  --------------------
13. Retirement related trust and agency accounts:
    a.  Employee benefit-defined contribution                                           B905           1,353  13.a
                                             -----------------------------------------  --------------------
    b.  Employee benefit-defined benefit                                                B906           1,579  13.b
                                        ----------------------------------------------  --------------------
    c.  Other retirement accounts                                                       B907           1,579  13.c
                                 -----------------------------------------------------  --------------------
14. Corporate trust and agency accounts                                                 A479           3,771  14
                                       -----------------------------------------------  --------------------
15. Investment management agency accounts                                               B908             213  15
                                         ---------------------------------------------  --------------------
16. Other fiduciary accounts                                                            A480             936  16
                            ----------------------------------------------------------  --------------------
17. Custody and safekeeping accounts                                                    B909             117  17
                                    --------------------------------------------------  --------------------
18. Other fiduciary and related services income                                         B910               0  18
                                               ---------------------------------------  --------------------
19. Total gross fiduciary and related services income (sum of items 12 through 18)
    (must equal Schedule RI, item 5.a)                                                  4070          29,368  19
                                      -----------------------------------  ---------------------------------
    a.  Fiduciary and related services income-foreign offices (included
        in item 19)                                                        B912       0                       19.a
                   ------------------------------------------------------  ---------------------------------
20. Less: Expenses                                                                      C058          23,419  20
                  --------------------------------------------------------------------  --------------------
21. Less: Net losses from fiduciary and related services                                A488              77  21
                                                        ------------------------------  --------------------
22. Plus: Intracompany income credits for fiduciary and related services                B911               0  22
                                                                        --------------  --------------------
23. Net fiduciary and related services income                                           A491           5,872  23
                                             -----------------------------------------  --------------------

                                                                                           -----------------
                                                                                                  Managed
Memoranda                                                                                         Assets
                                                                                           -----------------
                                                            Dollar Amounts in Thousands RCFD  Bil  Mil  Thou
------------------------------------------------------------------------------------------------------------
1.  Managed personal trust and agency accounts:
  a.  Non interest-bearing deposits                                                     B913              97  M.1.a
                                   ---------------------------------------------------  --------------------
  b.  Interest-bearing deposits                                                         B914           1,412  M.1.b
                               -------------------------------------------------------  --------------------
  c.  U.S. Treasury and U.S. Government agency obligations                              B915         125,651  M.1.c
                                                          ----------------------------  --------------------
  d.  State, county and municipal obligations                                           B916         226,856  M.1.d
                                             -----------------------------------------  --------------------
  e.  Money market mutual funds                                                         B917           1,569  M.1.e
                               -------------------------------------------------------  --------------------
  f.  Other short-term obligations                                                      B918             759  M.1.f
                                  ----------------------------------------------------  --------------------
  g.  Other notes and bonds                                                             B919          37,034  M.1.g
                           -----------------------------------------------------------  --------------------
  h.  Common and preferred stocks                                                       B920         982,166  M.1.h
                                 -----------------------------------------------------  --------------------
  i.  Real estate mortgages                                                             B921           2,990  M.1.i
                           -----------------------------------------------------------  --------------------
  j.  Real estate                                                                       B922          44,438  M.1.j
                 ---------------------------------------------------------------------  --------------------
  k.  Miscellaneous assets                                                              B923           3,022  M.1.k
                          ------------------------------------------------------------  --------------------
  l.  Total assets of managed personal trust and agency accounts (sum of Memorandum
      items 1.a through 1.k) (must equal Schedule RC-T, item 4, column A)               B868       1,425,994  M.1.l
                                                                         -------------  --------------------


Wells Fargo Bank West, N.A.                                                                        FFIEC 031
-----------------------------------------------------------                                        RC-30
Legal Title of Bank                                                                                   40
                                                                                                    ------
FDIC Certificate Number - 03011

Schedule RC-T -- Continued

                                                                           ---------------------------------
Memoranda - Continued                                                        (Column A)        (Column B)
                                                                              Number of     Principal Amount
                                                                               Issues          Outstanding
                                                                           ---------------------------------
                                               Dollar Amounts in Thousands RCFD         RCFD  Bil  Mil  Thou
------------------------------------------------------------------------------------------------------------
2.  Corporate trust and agency accounts:
  a.  Corporate and municipal trusteeships                                 B927 11,235  B928      35,275,926  M.2.a
                                          -------------------------------  ---------------------------------
  b.  Transfer agent, registrar, paying agent, and other corporate agency  B929    345                        M.2.b
                                                                           ---------------------------------

                                                                           ---------------------------------
                                                                             (Column A)        (Column B)
                                                                             Number of      Market Value of
                                                                               Funds          Fund Assets
                                                                           ---------------------------------
                                               Dollar Amounts in Thousands RCFD         RCFD  Bil  Mil  Thou
------------------------------------------------------------------------------------------------------------
3.  Collective investment funds and common trust funds:
  a.  Domestic equity                                                      B931      0  B932               0  M.3.a
                     ----------------------------------------------------  ---------------------------------
  b.  International/Global equity                                          B933      0  B934               0  M.3.b
                                 ----------------------------------------  ---------------------------------
  c.  Stock/Bond blend                                                     B935      0  B936               0  M.3.c
                      ---------------------------------------------------  ---------------------------------
  d.  Taxable bond                                                         B937      0  B938               0  M.3.d
                  -------------------------------------------------------  ---------------------------------
  e.  Municipal bond                                                       B939      0  B940               0  M.3.e
                    -----------------------------------------------------  ---------------------------------
  f.  Short term investments/Money market                                  B941      0  B942               0  M.3.f
                                         --------------------------------  ---------------------------------
  g.  Specialty/Other                                                      B943      0  B944               0  M.3.g
                     ----------------------------------------------------  ---------------------------------
  h.  Total collective investment funds (sum of Memorandum items 3.a
      through 3.g)                                                         B945      0  B946               0  M.3.h
                  -------------------------------------------------------  ---------------------------------


                                                           -------------------------------------------------
                                                               (Column A)       (Column B)      (Column C)
                                                              Gross Losses    Gross Losses      Recoveries
                                                                 Managed       Non-Managed
                                                                Accounts         Accounts
                                                           -------------------------------------------------
                               Dollar Amounts in Thousands RIAD  Mil  Thou  RIAD  Mil  Thou  RIAD  Mil  Thou
------------------------------------------------------------------------------------------------------------
4.  Fiduciary settlements, surcharges and other losses:
  a.  Personal trust and agency accounts                   B947         53  B948         38  B949          0  M.4.a
                                        -----------------  -------------------------------------------------
  b.  Retirement related trust and agency accounts         B950          0  B951          0  B952         14  M.4.b
                                                  -------  -------------------------------------------------
  c.  Investment management agency accounts                B953          0  B954          0  B955          0  M.4.c
                                           --------------  -------------------------------------------------
  d.  Other fiduciary accounts and related services        B956          0  B957          0  B958          0  M.4.d
                                                   ------  -------------------------------------------------
  e.  Total fiduciary settlements, surcharges, and other
      losses (sum of Memorandum items 4.a through 4.d)
      (sum of columns A and B minus column C must equal
    Schedule RC-T, item 21)                                B959         53  B960         38  B961         14  M.4.e
                           ------------------------------  -------------------------------------------------

---------------------------------------------------------------------------------------------------------------------
Person to whom questions about Schedule RC-T -- Fiduciary and Related Services
should be directed:

            Karen B. Martin, Vice President
       -----------------------------------------------------------------------------------------------------
            Name and Title (TEXT B962)

            karen.b.martin@wellsfargo.com
       -----------------------------------------------------------------------------------------------------
            E-mail Address (TEXT B926)

            (612) 667-3975                                     (612) 667-3659
       ----------------------------------------------------    ---------------------------------------------
            Telephone: Area code/phone number/extension        FAX: Area code/phone number (TEXT B964)
            (TEXT B9

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








                            Optional Narrative Statement Concerning the Amounts                    FFIEC 031
                              Reported in the Reports of Condition and Income                      RC-31
                                 at close of business on December 31, 2001                            41
                                                                                                    ------


       Wells Fargo Bank West, N.A.             Denver                            CO
       ---------------------------             ------                            --
           Legal Title of Bank                  City                            State


The management of the reporting bank may, if it wishes,        agency computerized records and in computer-file
submit a brief narrative statement on the amounts              releases to the public.
reported in the Reports of Condition and Income.  This
optional statement will be made available to the public,       All information furnished by the bank in the
along with the publicly available data in the Reports of       narrative statement must be accurate and not
Condition and Income, in response to any request for           misleading.  Appropriate efforts shall be taken by
individual bank report data.  However, the information         the submitting bank to ensure the statement's
reported in Schedule RC-T, items 12 through 23 and             accuracy.  The statement must be signed, in the
Memorandum item 4, is regarded as confidential and will        space provided below, by senior officer of the bank
not be released to the public.  BANKS CHOOSING TO SUBMIT       who thereby attests to its accuracy.
THE NARRATIVE STATEMENT SHOULD ENSURE THAT THE STATEMENT
DOES NOT CONTAIN THE NAMES OR OTHER IDENTIFICATIONS OF         If, subsequent to the original submission, material
INDIVIDUAL BANK CUSTOMERS, REFERENCES TO THE AMOUNTS           changes are submitted for the data reported in the
REPORTED IN THE CONFIDENTIAL ITEMS IN SCHEDULE RC-N, OR        Reports of Condition and Income, the existing
ANY OTHER INFORMATION THAT THEY ARE NOT WILLING TO HAVE        narrative statement will be deleted from the files,
MADE PUBLIC OR THAT WOULD COMPROMISE THE PRIVACY OF THEIR      and from disclosure; the bank, at its option, may
CUSTOMERS.  Banks choosing not to make a statement may         replace it a statement, under signature, appropriate
check the "No comment" box below and should make no            to the amended data.
entries of any kind in the space provided for the
narrative statement; i.e., DO NOT enter in this space          The optional narrative statement will appear in
such phrases as "No statement," "Not applicable," "N/A,"       agency records and in release to the public exactly
"No comment," and "None."                                      as submitted (or amended as described in the
                                                               preceding paragraph) by the management of the bank
The optional statement must be entered on this sheet.          (except for the truncation of the statements
The statement should not exceed 100 words.  Further,           exceeding 750-character limit described above.) THE
regardless of the number of words, the statement must not      STATEMENT WILL NOT BE EDITED OR SCREENED IN ANY WAY
exceed 750 characters, including punctuation,                  BY THE SUPERVISORY AGENCIES FOR ACCURACY OR
indentation, and standard spacing between words and            RELEVANCE.  DISCLOSURE OF THE STATEMENT SHALL NOT
sentences.  If any submission should exceed 750                SIGNIFY THAT ANY FEDERAL SUPERVISORY AGENCY HAS
characters, as defined, it will be truncated at 750            VERIFIED OR CONFIRMED THE ACCURACY OF THE
characters with no notice to the submitting bank and the       INFORMATION CONTAINED THEREIN.  A STATEMENT TO THIS
truncated statement will appear as the bank's statement        EFFECT WILL APPEAR ON ANY PUBLIC RELEASE OF THE
both on                                                        OPTIONAL STATEMENT SUBMITTED BY THE MANAGEMENT OF
                                                               THE REPORTING BANK.
---------------------------------------------------------------------------------------------------------------------

                                                                                           -----------------
X = NO COMMENT  Y = COMMENT                                                                  6979      X
                           --------------------------------------------------------------  -----------------
BANK MANAGEMENT STATEMENT (please type or print clearly):
            TEXT (70 characters per line)
       -----
       6980
       ------------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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



            -------------------------------------------------------------------------------
            Signature of Executive Officer of Bank               Date of Signature









                    THIS PAGE IS TO BE COMPLETED BY ALL BANKS

 Transmitted to EDS as 0168126 on 01/29/02 at 16:17:58 CST
------------------------------------------------------------------------------------------------------------
                                                                                                   42
       NAME AND ADDRESS OF BANK                         OMB No. FOR OCC: 1557-0081               ------
                                                        OMB No. For FDIC: 3064-0052
                                                  OMB No. For Federal Reserve: 7100-0036
       Wells Fargo Bank, N.A.                           Expiration Date: 3/31/2004
       1740 Broadway
       Denver, CO  80274-0002                                 SPECIAL REPORT
                                                           (Dollar Amounts in Thousands)
                                                    --------------------------------------------------------

                                                    CLOSE OF BUSINESS DATE   FDIC Certificate Number
                                                    --------------------------------------------------------
                                                    12/31/2001                      3011
                                                    --------------------------------------------------------
------------------------------------------------------------------------------------------------------------
  LOANS TO EXECUTIVE OFFICERS (Complete as of each Call Report Date)
------------------------------------------------------------------------------------------------------------

     The following information is required by Public Laws 90-44 and 102-242, but
     does not constitute a part of the Report of Condition. With each Report of
     Condition, these Laws require all banks to furnish a report of all loans or
     other extensions of credit to their executive officers made since the date
     of the previous Report of Condition. Data regarding individual loans or
     other extensions of credit are not required. If no such loans or other
     extensions of credit were made during the period, insert "none" against
     subitem (Excluded the first $15,000 of indebtedness of each executive
     officer under bank credit card plan.) See Sections 215.2 and 215.3 of Title
     12 of the Code of Federal Regulations (Federal Reserve Board Regulation O)
     for the definitions of "executive officer" and "extension of credit,"
     respectively. Exclude loans and other extensions of credit to directors and
     principal shareholders who are not executive officers.

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

                                                                                           -----
                                                                                           RCFD
                                                                                           -----------------
a.  Number of loans made to executive officers since the previous Call Report Date         3561            0  a
                                                                                           -----------------
b.  Total dollar amount of loans (in thousands of dollars)                                 3562            0  b
                                                                           ---------------------------------
c.  Range of interest charged on above loans                                       From             To
                                                                           ---------------------------------
    (example: 9-3/4 = 9.75)                                                7701     0.00%  7702        0.00%  c
                                                                           ---------------------------------

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





         /S/ KAREN B. MARTIN, VICE PRESIDENT                                                 1/29/02
------------------------------------------------------------------------------------------------------------
SIGNATURE AND TITLE OF OFFICER AUTHORIZED TO SIGN REPORT                        DATE (Month, Day, Year)

------------------------------------------------------------------------------------------------------------
FDIC 8040/53 (3-01)




Wells Fargo Bank West, N.A.                                                                        FFIEC 031
-----------------------------------------------------------                                        RC-39
Legal Title of Bank                                                                                   43
                                                                                                    ------
FDIC Certificate Number - 03011


       0000
       0000
       0000          RCFD Bil Mil Thou  RCFD Bil Mil Thou  RCFD Bil Mil Thou  RCFD Bil Mil Thou
       0000
       0000          0000               0000               0000               0000
       0000





--------
For information or assistance, national and state nonmember banks should contact
the FDIC's Reports Analysis and Quality Control Section, 550 17th Street, NW,
Washington, D.C. 20429, toll free on (800) 688-FDIC(3342), Monday through Friday
between 8:00 a.m. and 5:00 p.m., Eastern time. State member banks should contact
their Federal Reserve District Bank.

</PRE>
</BODY>
</HTML>

</TEXT>
</DOCUMENT>
</SUBMISSION>
