SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

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

Check the appropriate box:

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

THE EXPLORATION COMPANY OF DELAWARE, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

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(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.

NOT APPLICABLE
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NOT APPLICABLE
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NOT APPLICABLE
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to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):

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[ ] Fee paid previously with preliminary materials:
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[ ] Check box if any part of the fee is offset as provided by Exchange
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fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.

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4) Date Filed: NOT APPLICABLE

THE EXPLORATION COMPANY OF DELAWARE, INC.
500 North Loop 1604 East, Suite 250
San Antonio, Texas 78232

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on May 31, 2002

TO OUR SHAREHOLDERS:

The Annual Meeting of Shareholders of The Exploration Company of Delaware,
Inc. (the "Company"), will be held at The Petroleum Club of San Antonio, 8620
North New Braunfels Avenue, San Antonio, Texas on Friday, May 31, 2002, at 10:00
A.M. San Antonio time, for the following purposes:

1. To elect two Class A directors to serve for three-year terms expiring in
2005 ;

2. To ratify the appointment of Akin, Doherty, Klein & Feuge, P.C., certified
public accountants, as independent auditors of the Company and its
subsidiaries for the calendar year ending December 31, 2002; and

3. To transact any other business as properly may come before the meeting or
any adjournment thereof.

Only shareholders of record at the close of business on April 15, 2002
(the Record Date) are entitled to notice of and to vote at the meeting or any
adjournment thereof. We hope you will be represented at the meeting whether or
not you expect to be present in person. This year you again have three options
in submitting your vote prior to the meeting date:

1. Over the Internet, at the address shown on your proxy card. If you have
access to the Internet, we encourage you to vote in this manner.

2. By telephone through the Toll-Free number shown on your proxy card.

3. By signing and returning the enclosed proxy card in the accompanying
envelope as promptly as possible.

If you hold your shares in the name of a bank or broker, the
availability of telephone and Internet voting depends on their voting processes.
Please follow the directions on your proxy card carefully. Your vote is
important and the Board of Directors of the Company appreciates your cooperation
in promptly returning proxies.

With this mailing, we are also offering you the option to receive
future proxy materials via the Internet. You can sign up by following the simple
instructions contained on the proxy card in this mailing. Receiving future
Annual Reports and Proxy Statements through the Internet will be simpler for
you, will save your company production and mailing expenses and is friendlier to
the environment. We hope you will take advantage of this option.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Roberto R. Thomae
Chief Financial Officer
Secretary and Treasurer
April 15, 2002 Vice President-Finance

THE EXPLORATION COMPANY OF DELAWARE, INC.
500 North Loop 1604 East, Suite 250
San Antonio, Texas 78232

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 31, 2002

SOLICITATION AND REVOCABILITY OF PROXIES

The enclosed proxy is solicited on behalf of the Board of Directors of
The Exploration Company of Delaware, Inc. (the "Company") for use at the Annual
Meeting of Shareholders (the "Meeting") on May 31, 2002, at 10:00 A.M. San
Antonio time to be held at The Petroleum Club of San Antonio, 8620 North New
Braunfels Avenue, San Antonio, Texas, and at any adjournment thereof.

The cost of soliciting proxies will be borne by the Company. In
addition, the Company will reimburse its transfer agent for charges and expenses
in connection with the distribution of proxy material to the beneficial owners.
The Company has also engaged the firm of Georgeson Shareholder to assist in the
distribution and solicitation of proxies in person or by use of telephone,
facsimile, or other electronic means and estimates a cost of $5,000 for these
services. Solicitations may further be made by officers, directors and regular
employees of the Company, without additional compensation.

Any shareholder giving a proxy for the Meeting has the power to revoke
it at any time prior to its use at the meeting. You may do so by (a) signing
another proxy with a later date and returning it to us prior to the meeting, (b)
voting again by telephone or over the Internet prior to 12:01 A.M. EST on May
31, 2002 or (c) voting again at the meeting. The approximate date on which this
Proxy Statement and the accompanying form of the proxy are first sent or given
to security holders is April 25, 2001. In addition to this Proxy Statement, the
Company is pleased to enclose a copy of its 2001 Annual Report for the year
ended December 31, 2001.

PURPOSE OF MEETING

At the Meeting, action will be taken: (1) to elect two Class A
directors to hold office until 2005 or until their successors have been duly
elected and qualified; (2) to ratify the appointment of Akin, Doherty, Klein &
Feuge, P.C. certified public accountants, as independent auditors of the Company
and its subsidiaries for the calendar year ending December 31, 2002; and (3) to
transact any other business that may properly come before the Meeting. The Board
of Directors does not know of any other matter that is to come before the
Meeting. If any other matters are properly presented for consideration, however,
the persons authorized by the enclosed proxy will have discretion to vote on
such matters in accordance with their best judgment.

OUTSTANDING SHARES, QUORUM AND VOTING RIGHTS

Only holders of record of Common Stock of the Company at the close of
business on April 15, 2002 shall be entitled to notice of and to vote at the
Meeting. As of the close of business on April 15, 2002, there were 17,422,049
shares of Common Stock outstanding and entitled to be voted. Each share
outstanding entitles the holder thereof to one vote for each available position
as director.

One-half of the outstanding shares of Common Stock represented in
person or by proxy will constitute a quorum at the Meeting. However, if a quorum
is not represented at the Meeting, the shareholders entitled to vote at the
meeting, present in person or represented by proxy, have the power to adjourn
the Meeting from time to time, without notice other than by announcement at the
Meeting, until a quorum is present or represented. At any such adjourned meeting
at which a quorum is present or represented, any business may be transacted that
might have been transacted at the meeting.

Each share of Common Stock may be voted to elect up to two individuals
(the number of Class A directors to be elected) as directors of the Company. To
be elected, each nominee must receive a plurality of all votes cast with respect
to such position as director. It is intended that unless authorization to vote
for one or more nominees for director is withheld, proxies will be voted for the
election of all of the nominees named in this Proxy Statement.

Votes cast by proxy or in person will be counted by one or more persons
appointed by the Company to act as inspectors (the "Election Inspectors") for
the Meeting. The Election Inspectors will treat shares represented by proxies
that reflect abstentions as shares that are present and entitled to vote for the
purpose of determining the presence of a quorum and for determining the outcome
of any matter submitted to the shareholders for a vote. Under Delaware law, in
an election of directors, the candidate for each director's position having the
highest number of votes cast in favor of his or her election is elected as
director. As to the ratification of the Company's auditors, Delaware law
provides that an action of shareholders is approved if it receives the
affirmative vote of the majority of shares present in person or represented by
proxy at the Meeting and entitled to vote on the subject matter. Thus abstention
and broker non-votes generally would have no effect on any vote.

Broker non-votes occur when a broker holding stock in street name votes
the shares on some matters but not others. Brokers are permitted to vote on
routine, non-controversial proposals in instances where they have not received
voting instruction from the beneficial owner of the stock but are not permitted
to vote on non-routine matters. The missing votes on non-routine matters are
deemed to be "broker non-votes." The Election Inspectors will treat broker
non-votes as shares that are present and entitled to vote for the purpose of
determining the presence of a quorum. However, for the purpose of determining
the outcome of any matter as to which the broker or nominee has indicated on the
Proxy that it does not have discretionary authority to vote, those shares will
be treated as not present and not entitled to vote with respect to that matter
(even though their shares are considered entitled to vote for quorum purposes
and may be entitled to vote on other matters).

PROPOSAL I - ELECTION OF DIRECTORS

Effective in May 2000, the Board of Directors expanded the number of
seats on the Board of Directors to six members. In the May 2001 Shareholders
Meeting, a proposal was passed to amend the Company's Certificate of
Incorporation establishing a classified board of directors. The classified board
provisions divided the Board into three classes of directors, Classes A, B and
C, with each class of equal number. Each class of Directors serves a three-year
term in office, on a staggered basis. If any director resigns, dies or is
otherwise unable to serve, the Board of Directors may fill the vacancy for the
unexpired term. Each of the current nominees has consented to serve as a Class A
director, and if elected, will serve until the annual meeting of shareholders in
2005. The proxies named in the accompanying proxy have been designated by the
Board of Directors and they intend to vote for the following nominees for
election as Class A directors, unless otherwise instructed in such proxy. The
Board of Directors has no reason to believe that any nominee will be unable to
serve if elected. In the event any nominee shall become unavailable for
election, the proxies named in the accompanying proxy intend to vote for the
election of a substitute nominee of their selection.

The following table sets forth for each Class A nominee for election as
a director and the continuing Class B and Class C directors of the Company, his
age, principal occupation, position with the Company and certain other
information:

DIRECTOR
AGE NAME AND PRINCIPAL OCCUPATION SINCE
--- ----------------------------- -----

NOMINEES FOR ELECTION:
----------------------

72 MR. ROBERT L. FOREE, JR. - CLASS A 1997

Mr. Foree has served as an outside Director since May 1997 and as a
member of the Audit and Compensation Committees of the Board of
Directors since June 1997. He has been served as Chairmen of the
Nominations Committee since its inception in May 2001. Since 1992, Mr.
Foree has served as President of Foree Oil Company, a privately held
Dallas, Texas based independent oil and gas exploration and production
company. A geologist by training, he has been active for more than 46
years in the exploration and development of oil and gas properties.

46 MR. THOMAS H. GOSE - CLASS A 1989

Mr. Gose has served as a Director of the Company since February 1989,
as Secretary from 1992 through March 1997 and as Assistant Secretary
since March 1997. He has been a member of the Audit and Nominations
Committees since May 2001. Since October 2000 he has served as
President of NEOgas, Ltd. a Houston based subsidiary of NEOppg
International Ltd. NEOgas develops and markets technologies to
transport and deliver compressed natural gas to markets with stranded
gas production or stranded customer bases. He previously served as
President and Director of the Company's former subsidiary, ExproFuels,
Inc. from 1994 through 1999. Mr. Gose formerly served as Director, CEO
and President of Retamco Operating, Inc., (a large shareholder of the
Company) its predecessors and affiliates, from 1987 through 1998.

CONTINUING DIRECTORS:
---------------------

72 MR. STEPHEN M. GOSE, JR.- CLASS B 1984

Mr. Gose has served as Chairman of the Board of Directors of the
Company since July 1984. He has been a member of the Compensation
Committee since June 1997 and served as its Chairman through April
1998. Mr. Gose was a member of the Audit Committee from June 1997
through May 2001 and served as its Chairman from June 1997 through
April 1998. He has been a member of the Nominations Committee since
its inception in May 2001. Mr. Gose served as a Director of the
Company's former subsidiary, ExproFuels, Inc. from 1994 through 1999.
A geologist by training, Mr. Gose has been active for more than 46
years in exploration and development of oil and gas properties, in
real estate development and in ranching through the operations of
Retamco Operating, Inc., its predecessors and affiliates.

56 MR. ALAN L. EDGAR- CLASS B 2000

Alan L. Edgar has served as a Director of the Company since May 2000
and as a member of the Audit and Compensation Committees of the Board
of Directors since that time. He has served as Chairman of the
Compensation Committee since May 2001. He has been involved in energy
related investment banking and equity analysis for 30 years. Since
1998, Mr. Edgar has served as President of Cochise Capital, Inc. a
privately held Dallas, Texas based company specializing in exploration
and production related mergers and acquisitions advisory and
financing. Previous public company mergers and acquisitions,
investment banking and energy financing experience includes serving as
Managing Director and Co-Head of the Energy Group of Donaldson, Lufkin
& Jenrette Securities, Inc., from 1990 to 1997, as Managing Director
of the Energy Group of Prudential-Bache Capital Funding from 1987 to
1990 and as Corporate and Research Director of Schneider, Bernet &
Hickman, Inc. (Thompson, McKinnon) from 1972 through 1986.

CONTINUING DIRECTORS:

58 Mr. Michael J. Pint - Class C 1997

Mr. Pint has served as a Director since May 1997. He has been a member
of the Audit Committee of the Board of Directors since June 1997 and
served as its Chairman through April 1998. Mr. Pint has been a member
of the Compensation Committee since June 1997 and served as its
Chairman from April 1998 through May 2001. He has been a member of the
Nominations Committee since its inception in May 2001. Mr. Pint has 36
years banking experience, serving in the bank regulatory arena as well
as in the capacity of chairman, president and director of 38 different
banks and bank holding companies throughout the country. Since 1995,
Mr. Pint has served as a Director of Valley Bancorp, Inc. and Valley
Bank of Arizona, Inc. of Phoenix, Arizona and Midway National Bank of
St. Paul, Minnesota. Previous bank regulatory and management positions
include a four-year term as Commissioner of Banks of Minnesota and
Chairman of the Minnesota Commerce Commission from 1979 to 1983 and
Senior Vice-President and Chief Financial Officer of the Federal
Reserve Bank of Minneapolis, Minnesota through 1983.

53 Mr. James E. Sigmon- Class C 1984

Mr. Sigmon has served as the Company's President and CEO since
February 1985 and from July 1984 to October 1984. He has been a
Director of the Company since July 1984. Mr. Sigmon also served as a
Director of the Company's former subsidiary, ExproFuels, Inc. from
1994 through November 1998. As an engineer, Mr. Sigmon has been active
for 30 years in the exploration and development of oil and gas
properties. Prior to joining the Company, he served in the management
of a private oil and gas exploration company active in drilling wells
in South Texas.

None of the nominees for director or executive officers of the Company has a
family relationship with any of the other nominees for director or executive
officers except that Thomas H. Gose is the son of Stephen M. Gose, Jr.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE ABOVE
NOMINEES FOR ELECTION AS CLASS A DIRECTORS.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors of the Company held a total of 12 meetings
during the calendar year ended December 31, 2001 and committees of the Board
held meetings as follows: Audit Committee (4 times), Compensation Committee (5
times), Nominating Committee (did not meet). All directors attended at least 81%
of the regular meetings of the Board and Board committees of which they are
members during the calendar year

The Board of Directors has three standing committees: the Audit
Committee, the Compensation Committee and the Nominations Committee. The Audit
and Compensation Committees were established in May 1997, each with a majority
of outside directors. The functions of the Audit Committee, which is chaired by
Michael J. Pint and includes Thomas H. Gose since May 2001, Robert L. Foree, Jr.
and Alan L. Edgar as members, are to make recommendations to the Board regarding
the engagement of the Company's independent accountants and to review with
management and the independent accountants the Company's internal controls,
financial statements, basic accounting and financial policies and practices,
audit scope and competency of accounting personnel. The Audit Committee held
four meetings during 2001.

The functions of the Compensation Committee, chaired by Alan L. Edgar
since May 2001, with Robert L. Foree, Jr., Michael J. Pint and Stephen M. Gose,
Jr. as members, are to review and recommend to the Board the compensation, stock
options and employment benefits of all officers of the Company, to administer
the Company's 1995 Flexible Incentive Plan, to fix the terms of other employee
benefit arrangements and to make awards under such arrangements. The
Compensation Committee held five meetings during 2001. None of the individuals
serving on the Compensation Committee was an officer or employee of the Company
during 2001, and all were independent directors within the meaning of the
Securities Exchange Act of 1934 (the '34 Act) and its regulations. There were no
interlocks within the meaning of the '34 Act.

The Board established a Nominating Committee in May 2001. The committee
is chaired by Robert L. Foree, Jr. and includes Stephen M. Gose, Jr., Michael J.
Pint, Thomas H. Gose and Alan L. Edgar, all being independent directors within
the meaning of the '34 Act. The function of the Nominating Committee is to
evaluate the performance of incumbent directors and to make recommendations to
the board and shareholders concerning director nominees. The nominating
committee did not meet in 2001. The committee will consider timely shareholder
nominations for directors. Any such nomination, together with a written
statement of the nominee's qualifications and consent to be considered as a
nominee and to serve if elected, should be mailed to the Secretary of the
Company no later than December 31, 2002, to be included in the proxy statement
in connection with next year's Annual Meeting of Shareholders. The nomination
should set forth as to each nominee whom the shareholder proposes to nominate
for election or re-election as director the following:

a. the name, age, business and residence addresses of the nominee;
b. the principal occupation or employment of the nominee;
c. the number of shares of common stock beneficially owned by the nominee; and
d. any other information concerning the nominee that would be
required to appear in a proxy statement for the election of such
nominee under the rules of the SEC.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee of the Board of Directors has furnished the
following report:

The Company's Board of Directors adopted a written charter for the
Audit Committee, a copy of which was included as an appendix to the prior year's
proxy statement. The Audit Committee charter sets out the responsibilities,
authority and specific duties of the Audit Committee. The Board has determined
that each member of the Committee is "independent" as defined in Rule 4200
(a)(15) of the NASD listing standards.

As noted in the Committee's charter, the Company's management is
responsible for preparing the Company's financial statements. The Company's
independent auditors are responsible for auditing the financial statements. The
activities of the Committee are in no way designed to supersede or alter those
traditional responsibilities. The Committee's role does not provide any special
assurances with regard to the Company's financial statements, nor does it
involve a professional evaluation of the quality of the audits performed by the
independent auditors.

The Committee has reviewed and discussed the audited financial statements
with management. The Committee has discussed with the independent auditors,
Akin, Doherty, Klein & Feuge, P.C., the matters required to be discussed by
Statement of Auditing Standards No. 61, Communication with Audit Committees and
No. 90, Audit Committee Communications.

The Committee has received the written disclosures and the letter from
the independent auditors required by Independence Standards Board Standard No.
1, Independence Discussions with Audit Committees, has considered the
compatibility of non-audit services with the auditors' independence, and has
discussed with the auditors the auditors independence. Based on the review and
discussions referred to above, the Committee recommended to the Board of
Directors that the audited consolidated financial statements be included in the
Company's Annual Report on Form 10-K for 2001 for filing with the SEC. This
report has been submitted by the members of The Exploration Company Audit
Committee for 2001:

Michael J. Pint, Thomas H. Gose, Robert L. Foree, Jr., Alan L. Edgar

Notwithstanding anything to the contrary set forth in any of the Company's
previous or future filings under the Securities Act of 1933 or the `34 Act that
might incorporate this proxy statement or future filings with the SEC, in whole
or in part, the foregoing report shall not be deemed to be incorporated by
reference into any such filing.

AUDITOR INDEPENDENCE

The Board has, in accordance with the recommendation of its Audit
Committee, chosen the firm of Akin, Doherty, Klein & Fuege, P.C. ("Akin
Doherty") as independent auditors for the Company. Representatives of Akin
Doherty are expected to be present, and be available to respond to appropriate
questions, at the annual meeting. They have the opportunity to make a statement
if they desire to do so; they have indicated that, as of this date, they do not.

AUDIT FEES: Akin Doherty's fees to date for our 2000 annual audit and review of
interim financial statements were $50,910.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES: Akin Doherty did
not render any professional services in 2001 with respect to financial
information systems design and implementation fees.

ALL OTHER FEES: Akin Doherty's fees for all other professional services rendered
during 2001 were $13,125 and consisted primarily of tax advisory and return
preparation services.

COMPENSATION OF DIRECTORS

Members of the Board of Directors who serve as Executive Officers of
the Company are not compensated for any services provided as a Director. Outside
(non-employee) Directors of the Company receive an annual retainer fee of $5,000
and are paid a fee of $1,000 plus reimbursement of related travel expenses for
each board meeting physically attended or $250 for telephonic attendance.
Beginning in 1997, upon assuming Director status, new outside directors have
been awarded 10 year options ("Directors Options") for the purchase of 75,000
shares of Company common stock at 110% of the stock's market value on the date
of grant, with such options vesting equally over their first three years of
service.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

The following tables set forth the beneficial ownership of the
Company's Common Stock, its only outstanding class of equity security as of
March 15, 2002 of certain beneficial owners and management. Each of the persons
or entities listed has sole voting power and sole investment power with respect
to the shares listed opposite his or its name.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth information concerning all persons known
to the Company to beneficially own five percent (5%) or more of its common stock
as of March 15, 2001, including information filed pursuant to Rule 13d filings
made available to the Company during the year.

Name and Address of Number of Shares
Beneficial Owner Beneficially Owned Percent Owned
---------------- ------------------ --------------

Swisspartners Investment Network AG (1) 2,295,173 12.32%
Am Schanzengraben 23
Postfach 970
Zurich, Switzerland

Stephen M. Gose, Jr. (2) 1,482,877 8.51%
HCR Box 1010 Hwy 212
Roberts, Montana 59070

Thomas H. Gose (2) 941,601 5.40%
517 Morningside
San Antonio, TX 78209

Tahoe Invest 1,200,000 6.90%
Innere Guterstrasse 4
6304 Zug
Switzerland

(1) The number of shares shown as being beneficially owned by Swisspartners
Investment Network AG include 1,057,077 shares issued in the names of three
different European banking institutions, and 1,238,096 shares reserved for
issuance under five year warrants, exercisable at $3.00 per share, granted
in February 2000 as part of a private equity funding. Based on currently
available information, the Company has determined these holdings will be
aggregated for reporting purposes.

(2) Please see related footnotes for each respective beneficial owner presented
in the Security Ownership of Management table on the following page.

SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the number of shares of common stock beneficially
owned as of March 15, 2002 by each director, each executive officer named in the
Summary Compensation Table and by all directors and executive officers as a
group. Information provided is based on Forms 3, 4, 5, stock records of the
Company and the Company's transfer agent.

Number of Shares Percent
Name Beneficially Owned Owned (1)
---- ------------------ ---------

Stephen M. Gose, Jr. (3) (7) 1,482,877 8.51%
Thomas H. Gose (7) (8) 941,601 5.40%
James E. Sigmon (2) 750,000 4.14%
Michael Pint (4) 375,000 2.15%
Alan L. Edgar (5) 304,133 1.73%
Robert L. Foree, Jr (4) 97,000 .55%
Roberto R. Thomae (6) 125,000 .71%

All Directors and Executive
Officers as a group 4,125,611 22.14%

(1) Except as otherwise noted, the Company believes that each named individual
has sole voting and investment power over the shares beneficially owned.

(2) The number of shares beneficially owned by Mr. Sigmon includes 50,000 shares
owned directly and 700,000 shares of the Company's Common Stock reserved for
issuance through options issued under the Company's 1995 Flexible Incentive
Plan.

(3) The number of shares beneficially owned by Mr. Stephen M. Gose, Jr. include
his 100% interest, shared equally with his spouse, in 1,457,877 shares
owned by Retamco Operating, Inc.

(4) The number of shares beneficially owned by Mr. Pint and Mr. Foree each
includes 75,000 shares of the Company's Common Stock reserved for issuance
under non-qualified options issued to outside directors of the Company
exercisable at March 15, 2002 plus 300,000 and 22,000 respectively, of
directly owned shares.

(5) The number of shares beneficially owned by Mr. Edgar includes 145,800 shares
owned directly, 133,333 shares of the Company's Common Stock reserved for
issuance under five year warrants granted in February 2000, for services
rendered prior to his election as a director and 25,000 shares reserved for
issuance under non-qualified options issued to outside directors of the
Company exercisable at March 15, 2002.

(6) The number of shares beneficially owned by Mr. Thomae includes 125,000
shares of the Company's Common Stock reserved for issuance through options
issued under the Company's 1995 Flexible Incentive Plan.

(7) The number of shares beneficially owned by Mr. Stephen M. Gose, Jr. and Mr.
Thomas H. Gose each includes 25,000 shares of the Company's common stock
reserved for issuance under non-qualified options issued to outside
directors of the Company exercisable at March 15, 2002.

(8) The number of shares beneficially owned by Mr. Thomas H. Gose include
916,601 shares owned directly.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT

Section 16(a) of the `34 Act requires that the Company's directors,
executive officers, and persons who own more than ten percent (10%) of the
Common Stock file initial reports of ownership and reports of changes in
ownership of Common Stock with the Securities and Exchange Commission ("SEC").
Officers, directors, and stockholders who own more than ten percent (10%) of the
Common Stock are required by the SEC to furnish the Company with copies of all
Section 16(a) reports they file. The company is required to report in this Proxy
Statement any failure of its directors and officers and beneficial owners of
more than ten percent (10%) of the Company's common stock to file by the
relevant due date any of these reports during the Company's fiscal year. To the
Company's knowledge, based on a review of such available reports, the Company
believes that all Section 16(a) filing requirements applicable to its officers,
directors, and ten percent (10%) stockholders during 2001 were complied with. In
April 2002, the Company became aware of inadvertent clerical oversights in the
reporting of two transactions occurring in 1997 and 1998, resulting in two late
filings as to Form 4's for its Director, Robert L. Foree, Jr. Both transactions
were incorporated and will be filed with the SEC on Form 4 in May, 2002.

EXECUTIVE OFFICERS

The Executive Officers of the Company serve at the discretion of the
Board of Directors and are chosen annually by the Board at its first meeting
following the Annual Meeting of Shareholders. The following table sets forth the
names and ages of the Executive Officers of the Company and all positions held
with the Company.

NAME AGE TITLE
- ---- --- -----

James E. Sigmon (1) 53 President and Chief Executive Officer
Director

Roberto R. Thomae (2) 51 Chief Financial Officer
Secretary/Treasurer,
Vice-President-Finance

Richard A. Sartor (3) 49 Controller

(1) Mr. Sigmon has served as the Company's President since February 1985
and from July 1984 to October 1984. He has been a Director of the
Company since July 1984. Mr. Sigmon also served as a Director of the
Company's former subsidiary, ExproFuels, Inc. from 1994 through
November 1998. As an engineer, Mr. Sigmon has been active for 30 years
in the exploration and development of oil and gas properties. Prior to
joining the Company, he served in the management of a private oil and
gas exploration company active in drilling wells in South Texas. He
received a Bachelor of Science in Electrical Engineering degree from
the University of Texas at Arlington in 1971.

(2) Mr. Thomae has served as Secretary/Treasurer of the Company since March
1997 and Chief Financial Officer and Vice President-Finance since
September 1996. From September 1995 through September 1996 he was a
consultant to the Company in a financial management capacity. From 1989
through 1995 Mr. Thomae was self-employed as a management consultant
primarily involved in the development of domestic and international oil
and gas exploration projects and the marketing of refined products. He
received a Bachelor of Business Administration degree in accounting,
with honors, from the University of Texas at Austin in 1974.

(3) Mr. Sartor has served as Controller of the Company since April 1997. A
Certified Public Accountant since 1980, Mr. Sartor operated a private
practice from 1989 through March 1997. Mr. Sartor received a Master of
Business Administration degree from the University of Texas at San
Antonio in 1990 and a Bachelor of Business Administration degree from
the University of Texas at Austin in 1974.

EXECUTIVE COMPENSATION

REPORT OF THE COMPENSATION COMMITTEE AND THE BOARD OF DIRECTORS

The following report of the Board of Directors and the performance
graph that appears immediately after such report shall not be deemed to be
soliciting material or to be filed with the SEC under the Securities Act of 1933
or the Securities Exchange Act of 1934 or incorporated by reference in any
document so filed.

BOARD COMPENSATION REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee of the Board of Directors reviews and
approves the payment of compensation to all employees of the Company or its
subsidiaries. The Committee was expanded to four members, all being outside
directors, with the May 2000 appointment of Alan L. Edgar. In addition, the
Committee approves all incentive compensation plans including, without
limitation, bonus plans, stock option plans and key employee compensation
agreements. The Committee administers the Company's 1985 Amended and Restated
Stock Option Plan (the "1985 Plan"). The Committee also administers stock
options granted under the 1995 Flexible Incentive Plan. The executive
compensation policies and practices are designed to provide competitive levels
of compensation that integrate pay with the Company's annual and long-term
performance goals. Compensation of the executive officers of the Company is
primarily comprised of base salary, long-term equity incentives, and
miscellaneous other fringe benefits.

COMPENSATION PHILOSOPHY AND OBJECTIVES

BASE SALARY: The base salaries of the executive officers are
established at levels deemed appropriate to attract and retain qualified
executives who are instrumental in helping the Company achieve its business
objectives. In establishing salaries, the Compensation Committee considers the
recommendations of management, the amount and degree of responsibilities of the
executive officers, the salaries of others similarly situated within the
Company, the recent performance in the executive's areas of responsibility, and
any changes in the cost-of-living. The Company also considers the
competitiveness of the entire compensation package in determining the level of
salaries. The salaries of the executive officers are reviewed annually and
reflect the performances of the past year. As a result, the salaries received in
2001 reflected the individual performances in 2000 for officers with the Company
during that year.

STOCK OPTION PLAN: The 1985 Plan and the 1995 Flexible Incentive Plan
were designed to align the long-term interests of key employees with
shareholders. The Plans currently set aside up to 400,000 and 1,700,000 shares,
respectively, of the Company's Common Stock to be available to be offered to
employees of the Company as a long-term incentive. The exercise price of such
options may not be less than 100% of the fair market value per share of the
Common Stock on the date of the grant. The number of options granted to any
individual is dependent on the individuals' level of responsibility and ability
to influence the performance of the Company. Existing options under the 1985
Plan are being administered by the Compensation Committee while no new options
may be granted under the terms of the 1985 Plan. The Compensation Committee
administers the 1995 Flexible Incentive Plan.

FRINGE BENEFITS: From time to time, the Company makes available to key
employees and executives certain other fringe benefits. The Company may provide
club memberships, tickets to sporting or cultural events, tickets to community
events, etc. To the extent that such items are taxable to the individual they
are considered to be part of the individual's compensation package.

EXECUTIVE COMPENSATION

In March, 2001, the compensation of Mr. James E. Sigmon, the Chief
Executive Officer ("CEO"), was increased to $210,000 per year from the previous
$175,000 per year subject to terms specified in an employment agreement with the
Company, as amended in 1994. The Compensation Committee evaluates the CEO's
contribution to the Company's long-term financial and non-financial objectives.
In addition, the Committee evaluates the performance of the CEO based upon a
variety of factors including the Company's earnings per share, enhancement of
asset values and quality and the extent to which business plan goals are met or
exceeded. The Committee does not assign relative weights to any of the foregoing
factors, but instead makes a subjective determination based upon a consideration
of all such factors. During 1998, the CEO was awarded non-qualified incentive
stock options to purchase 600,000 shares at 110% of current market price at date
of grant, under the terms of the 1995 Flexible Incentive Plan. The stock options
vest and are exercisable in specified amounts upon the Company's common stock
attaining the following price levels: 200,000 shares at $5.00, 100,000 shares at
$7.50, 100,000 shares at $10.00, 100,000 shares at $12.50 and 100,000 shares at
$15.00. During 1996, The Board of Directors granted to the CEO a one percent
(1%) overriding royalty interest, effective September 1, 1996, under all oil and
gas leases that the Company has acquired or acquires while the CEO continues to
serve in that capacity, proportionately reduced to the Company's interest in
such leases.

In summary, based on the performance of the Company during the past
several years, and in light of their efforts put forth directing the Company,
the Compensation Committee and the Board have determined that the compensation
paid to the CEO, as described in the Summary Compensation Table below, as well
as compensation paid to other Company officers, serve the best interests of the
Company's Shareholders and continue to emphasize programs that they believe
positively affect Shareholder value. This report is submitted by:

THE EXPLORATION COMPANY COMPENSATION COMMITTEE 2001 MEMBERS
Michael J. Pint, Stephen M. Gose, Jr., Robert L. Foree, Jr., Alan L. Edgar.

THE EXPLORATION COMPANY BOARD OF DIRECTORS 2001 MEMBERS
Stephen M. Gose, Jr., James E. Sigmon, Michael J. Pint, Robert L. Foree, Jr.,
Alan L. Edgar, Thomas H. Gose.

Comparative Performance Graph. The following graph compares the
performance of the Company's common stock for the five-year period commencing
December 31, 1996 to (i) the NASDAQ market composite index ("NASDAQ-US") and
(ii) NASDAQ exploration and production companies comprised of approximately 39
active companies which trade on either the NASDAQ National Market System or the
NASDAQ Small-Cap Market. The graph assumes that a $100 investment was made in
the Company's common stock and each index on December 31, 1996, and that all
dividends were reinvested. Also included are the respective investment returns
based upon the stock and index values as of the end of each year during such
five-year period. The information was provided by the Center for Research in
Security Prices ("CRSP") of The University of Chicago Graduate School of
Business. The index of exploration and production companies used includes all
available NASDAQ stocks under SIC codes 1310-19 (companies engaged in oil and
gas exploration and production operations) actively traded on NASDAQ during the
comparative term. The list of comparative companies is available to shareholders
directly from CRSP or may be obtained at no cost from the Company by writing the
Company or telephoning (210) 496-5300 and requesting the information.

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN

COMPANY MARKET PEER
DATE INDEX INDEX INDEX
---- ----- ----- -----

12/31/96 100 100 100

12/31/97 36 122 95

12/31/98 18 173 46

12/31/99 35 321 48

12/29/00 53 193 99

12/31/01 39 153 74

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. There are
no interlocks between the members of the Board of Directors and other
corporations nor any material transactions between the Company and such members.

SUMMARY COMPENSATION INFORMATION. The following table contains certain
information for each of the calendar and fiscal years and the 4 month transition
period ended as indicated with respect to the chief executive officer and those
executive officers of the Company as to whom the total annual salary and bonuses
exceed $100,000:

SUMMARY COMPENSATION TABLE

Name and Other Annual All Other
Principal Position Year Salary Bonuses Compensation Compensation
- ------------------ ---- ------ ------- ------------- ------------

James E. Sigmon 12/31/01 $ 201,250 $ 8,750 (1) $ 204,715 $ 592
President & CEO 12/31/00 175,000 14,583 (1) 174,181 402
12/31/99(2) 57,899 -0- (1) 52,600 -0-
8/31/99 150,000 -0- (1) 56,678 419

Roberto R Thomae 12/31/01 111,250 4,792 -0- 237
CFO & Secretary/ 12/31/00 100,000 8,333 -0- 161
Treasurer 12/31/99(2) 33,499 -0- -0- -0-

(1) Represents income from overriding royalty interests.
(2) Represents four-month transition period for respective officer.

OPTION GRANTS IN LAST FISCAL YEAR

% of Total Options Grant
# Options Granted to Employees Exercise Price Expiration Date
Name Granted in Fiscal Year per Share Date Value (1)
---- ------- -------------- --------- ---- -----

Roberto R. Thomae 50,000 24% $2.96 2011 $90,996
CFO & Secr/Treas

(1) The fair value for all options granted, whether vested or not, was
estimated at the date of grant using the Black-Scholes option pricing model
with the following weighted-average assumption: risk-free interest rate of
6.48%; dividend yield of 0%; volatility factors of the expected market
price of the Company's common stock of 1.21 and a weighted-average expected
life of the option of five years.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR

Number of Unexercised Value of Unexercised
# Shares Value Options/SARs Options/SARs
Name Exercised Realized Exercisable Unexercisable Exercisable Unexercisable (1)
--------- --------- ---------- ----------- ------------- ------------ -------------

James E. Sigmon (2) - $ - 100,000 600,000 $ - $ -
Roberto R. Thomae - - 125,000 50,000 28,500 -

(1) Value of unexercised options calculated as the difference in the stock
price at period end and the option price.

(2) 100,000 of Mr. Sigmon's unexercised options were exercisable as of December
31, 2001, and the remaining 600,000 options vest and are exercisable in
specified amounts upon the Company's common stock attaining the following
price levels: 200,000 shares at $5.00; 100,000 shares at $7.50; 100,000
shares at $10.00; 100,000 shares at $12.50; and 100,000 shares at $15.00.

EMPLOYMENT AGREEMENT. During fiscal 2001 the Company amended an
employment agreement with its President, Mr. James E. Sigmon, which set his
salary at a minimum of $210,000 annually. During fiscal 2000, Mr. Sigmon's
salary was $175,000. In 1996, under the terms of the employment agreement, Mr.
Sigmon was granted a one percent (1%) overriding royalty interest in all oil and
gas leases acquired by the Company during his term as President, proportionately
reduced to the Company's interest in such leases. Mr. Sigmon's Employment
Agreement is terminable upon ninety days notice but his right to the overriding
royalty interest is vested and cannot be terminated.

PROPOSAL II - RATIFY APPOINTMENT OF INDEPENDENT AUDITORS

The Board of Directors has appointed Akin, Doherty, Klein & Feuge, P.C.
("Akin Doherty") as independent certified public accountants for the Company for
calendar year 2002. Akin Doherty has acted in the same capacity since 1995.

A representative of Akin Doherty is expected to attend the Meeting,
will have the opportunity to make a statement if he decides to do so, and will
be available to answer questions. Although law does not require the submission
of this matter to the shareholders, the Board of Directors will reconsider its
selection of independent accountants if this appointment is not ratified by the
shareholders. Ratification will require the affirmative vote of the majority of
the shares of Common Stock represented at the Meeting.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE
RATIFICATION OF THE AUDITORS.

SHAREHOLDER PROPOSALS FOR 2003 ANNUAL MEETING

It is anticipated that the 2003 Annual Meeting of Shareholders will be
held on May 30, 2003. Proposals of shareholders intended to be presented at the
2003 Annual Meeting must be received in writing by the Secretary of the Company
at its principal offices, 500 North Loop 1604 East, Suite 250, San Antonio,
Texas, 78232, not later than December 31, 2002.

OTHER MATTERS

No other business other than the matters set forth in this Proxy
Statement is expected to come before the meeting, but should any other matters
requiring a vote of shareholders arise, including a question of adjourning the
Meeting, the persons named in the accompanying proxy will vote thereon according
to their best judgment in the interests of the Company. In the event that any of
the nominees for director should withdraw or otherwise become unavailable for
reasons not presently known, the persons named as proxies in the accompanying
proxy will vote or refrain from voting for other persons in their place in what
they consider the best interests of the Company.

The foregoing Notice and Proxy Statement are sent by order of the Board
of Directors.

/s/ Roberto R. Thomae,
Chief Financial Officer
Secretary/Treasurer
Vice President-Finance
April 15, 2002
San Antonio, Texas

STOCKHOLDERS ARE URGED, REGARDLESS OF THE NUMBER OF SHARES OF COMMON
STOCK OWNED, TO VOTE BY TELEPHONE, INTERNET OR TO DATE, SIGN, AND RETURN THE
ENCLOSED PROXY. YOUR COOPERATION IN GIVING THESE MATTERS YOUR IMMEDIATE
ATTENTION AND IN RETURNING YOUR PROXY PROMPTLY IS GREATLY APPRECIATED.

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FRONT SIDE OF PROXY CARD
------------------------

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

THE EXPLORATION COMPANY OF DELAWARE, INC.

Stephen M. Gose, Jr., Michael J. Pint, Robert L. Foree, Jr., Alan L. Edgar,
James E. Sigmon and Thomas H. Gose or any of them, with power of substitution of
each, are hereby authorized to represent the undersigned at the Annual Meeting
of Shareholders of The Exploration Company, to be held at The Petroleum Club of
San Antonio, 8620 North New Braunfels Avenue, San Antonio, Texas, on Friday, May
31, 2002, at 10:00 A.M. and any adjournment thereof, and to vote the number of
shares which the undersigned would be entitled to vote if personally present.

TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS RECOMMENDATION JUST SIGN THE
REVERSE SIDE; NO BOXES NEED TO BE CHECKED.

UNLESS VOTING ELECTRONICALLY OR BY PHONE,
PLEASE MARK, SIGN AND DATE THIS PROXY ON THE REVERSE SIDE

- ----------- ------------
SEE REVERSE SEE REVERSE
SIDE SIDE
- ----------- ------------

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BACK SIDE OF PROXY CARD
-----------------------

[X] Please mark votes as in this example.

This proxy will be voted as you direct below. In the absence of such
direction, it will be voted FOR all of the Directors and FOR each of the
Proposals below.

1. To elect two nominees as Class A Directors:

Nominees: Robert L. Foree, Jr. and Thomas H. Gose

FOR [ ] WITHHELD [ ]

[ ] ---------------------------------------
For all nominees except as noted above

2. Proposal to Ratify the appointment of Akin, Doherty, Klein &
Feuge, P.C. certified public accountants, as independent auditors
for the Company and its subsidiaries for the calendar year ending
December 31, 2002; and

FOR [ ] AGAINST [ ] ABSTAIN [ ]

3. To transact any other business as properly may come before the
meeting or any adjournment thereof.

PLEASE DO NOT FOLD OR MUTILATE THIS CARD.

NOTE: Please sign exactly as name appears. Joint owners should each sign.
Executor, Administrator, or Guardian, please give full title as such. If signer
is a corporation, please sign with the full corporation name by duly authorized
officer or officers.

SIGNATURE:______________________DATE:___________________________