SCHEDULE 14A INFORMATION


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


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


Check the appropriate box:

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


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


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


Payment of Filing Fee (check the appropriate box):

 [ X ] No fee required.

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

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

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

    2)   Aggregate number of securities to which transaction applies:

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

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

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

    4)  Proposed maximum aggregate value of transaction:

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

    5)  Total fee paid:

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

 [   ] Fee paid previously with preliminary materials.

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

    1)  Amount Previously Paid:

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

    2)  Form, Schedule or Registration Statement No.:

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

    3)  Filing Party:

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

    4)  Date Filed:

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









                                                      April 12, 2001


Dear Stockholder:

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

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

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

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


                                                        Very truly yours,

                                                        /s/ THOMAS E. CONGDON

                                                        Thomas E. Congdon
                                                        Chairman









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

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

                                                            May 23, 2001


To All Stockholders:

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

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

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

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

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

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

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


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

                                         /s/ RICHARD C. NORRIS

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









                          Proxy Statement Table of Contents

                                                                            Page

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

General

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

Purpose of the Annual Meeting

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

Who Can Vote

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

How to Vote

          If your shares of St. Mary common stock are held by a broker, bank or other nominee (in "street name"), you will receive information from them on how to instruct them to vote your shares.

1

          If you hold shares of St. Mary common stock in your own name (as a "stockholder of record"), you may give instructions on how your shares are to be voted by marking, signing, dating and returning the enclosed proxy card in the accompanying postage-paid envelope.

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

Revoking a Proxy

          You may revoke a proxy before the vote is taken at the meeting by:

          Your attendance at the annual meeting will not automatically revoke your proxy.

Quorum and Voting Requirements

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

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

Payment of Proxy Solicitation Costs

          St. Mary will pay all costs of soliciting proxies. The solicitation will be made by mail. In addition to mailing proxy solicitation material, St. Mary officers, directors and employees may also solicit proxies in person, by telephone, or by other electronic means of communication. St. Mary will ask banks, brokers, other institutions, nominees, and fiduciaries to forward the proxy material to their principals and to obtain authority to execute proxies. St. Mary will reimburse them for expenses.

2

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

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

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

          The board of directors recommends voting "For" electing the nominees.

          Biographical information, including principal occupation and business experience during the last five years, of each nominee for director is set forth below. Unless otherwise stated the principal occupation of each nominee has been the same for the past five years.

3

4

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

          The board has an audit, business plan, compensation and executive committee. The following table sets forth the members of each committee and the number of meetings held in 2000:

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

          The business plan committee reviews and reports to the board on St. Mary's long range financial planning, capital structure, capital expenditures and risk management.

5

          The compensation committee's primary function is to oversee the administration of the Company's employee benefit plans and to establish the Company's compensation policies. The compensation committee recommends to the board the compensation arrangements for senior management and directors, adoption of compensation plans in which officers and directors are eligible to participate, and the granting of stock options or other benefits under compensation plans. See the "Report of Compensation Committee on Executive Compensation" contained in this proxy statement.

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

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

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

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

6

          The following table shows beneficial ownership of shares of St. Mary common stock as of April 6, 2001 by each director, each of the executive officers named in the Summary Compensation Table, and all directors and executive officers as a group. To the best of St. Mary's knowledge, as of April 6, 2001 there was no beneficial owner of more than 5% of the outstanding shares of St. Mary common stock.

7

AUDIT COMMITTEE REPORT

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

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

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

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

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

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

8

EXECUTIVE COMPENSATION

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

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

9

          Stock options granted to the Company's five highest compensated executive officers during 2000 are set forth in the following two tables.

10

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

          The goals of the Company's integrated executive compensation programs include the following:

Salaries

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

Incentive Compensation

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

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

11

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

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

Compensation of the Chief Executive Officer

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

Conclusion

          St. Mary's executive compensation is linked to individual and corporate performance and stock price appreciation. Base salaries are set below the median for the industry so that incentivized compensation can have its intended effect. The compensation committee plans both to continue the policy of linking executive compensation to individual and corporate performance and returns to stockholders and to provide a cash bonus incentive to key employees which will provide performance motivation independent of the ups and downs of the oil and gas industry's business cycle.

12

Pension Plan

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

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

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

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

As of December 31, 2000, the named executive officers have the following years of credited service:

13

401(k) Plan

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

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

                                     [GRAPH APPEARS HERE]

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

*Total return assumes reinvestment of dividends.

14

                                 [Front]

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

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

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

1.  ELECTION OF DIRECTORS.

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

  FOR all nominees listed below
   (except as marked to the contrary below)

  WITHHOLD authority to vote for all nominees
   listed below

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

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

                                                                                                           )

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

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

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

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

    FOR                      AGAINST                          ABSTAIN







                                     [Back]

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

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

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

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

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


                                     Dated: __________________________, 2001



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



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