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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 (AMENDMENT NO. )

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
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

Tom Brown, Inc.
- --------------------------------------------------------------------------------
(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:

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(2) Aggregate number of securities to which transaction applies:

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(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):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[ ] 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:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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[LOGO]

TOM BROWN, INC.
555 SEVENTEENTH STREET, SUITE 1850
DENVER, COLORADO 80202
(303) 260-5000

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 18, 2000

Dear Stockholder:

On behalf of the Board of Directors, you are cordially invited to attend the
2000 Annual Meeting of Stockholders of Tom Brown, Inc., a Delaware corporation
(the "Company"), to be held in the Moulin Rouge Room located on the first floor
of the Hyatt Regency Hotel, 1750 Welton Street, Denver, Colorado at 9:00 a.m.,
Mountain Time, on Thursday, May 18, 2000, for the following purposes:

o To elect nine directors, by vote of the holders of Common Stock and the
holder of Preferred Stock; and

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

The Board of Directors has fixed the close of business on March 28, 2000 as
the record date for determining stockholders entitled to notice of and to vote
at the meeting. Only stockholders of record at the close of business on that
date are entitled to notice of and to vote at the meeting and any adjournment or
postponement thereof. A list of stockholders entitled to vote at the meeting
will be available at the Company's offices in Denver, Colorado for a period of
at least ten days prior to the meeting for examination during ordinary business
hours by any stockholder for any purpose germane to the meeting.

Your vote is important regardless of the number of shares you may own. The
Company urges you to date, sign and promptly return your proxy so that your
shares may be voted in accordance with your wishes and in order that the
presence of a quorum may be assured. The prompt return of your signed proxy will
aid the Company in reducing the expense of additional proxy solicitation. The
giving of such proxy does not affect your right to vote in person in the event
you attend the meeting.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ BRUCE R. DEBOER
BRUCE R. DEBOER
Secretary
April 10, 2000

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TOM BROWN, INC.
555 SEVENTEENTH STREET, SUITE 1850
DENVER, COLORADO 80202
(303) 260-5000

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

MAY 18, 2000

PROXY SOLICITATION

This statement is furnished in connection with the solicitation by the Board
of Directors of Tom Brown, Inc., a Delaware corporation (the "Company"), of
proxies to be voted at the Company's Annual Meeting of Stockholders to be held
in the Moulin Rouge Room located on the first floor of the Hyatt Regency Hotel,
1750 Welton Street, Denver, Colorado at 9:00 a.m., Mountain Time, on May 18,
2000, or at any adjournment or postponement thereof (the "Annual Meeting"). This
Proxy Statement and form of proxy included herewith are first being sent to
stockholders on or about April 10, 2000.

If the enclosed proxy is properly executed and returned, the shares
represented by the proxy will be voted at the Annual Meeting. If a stockholder
indicates in the proxy a choice with respect to any matter to be acted upon, the
shares will be voted in accordance with such choice. If no choice is indicated,
the shares will be voted "FOR" the director nominees. A stockholder giving a
proxy may revoke it by giving written notice of revocation to the Secretary of
the Company at any time before it is voted, by executing another valid proxy
bearing a later date and delivering such proxy to the Secretary of the Company
prior to or at the Annual Meeting, or by attending the Annual Meeting and voting
in person.

PERSONS MAKING THE SOLICITATION

This proxy is solicited on behalf of the Board of Directors of the Company
(the "Board of Directors"). The initial solicitation will be by mail. The total
expense of solicitation will be borne by the Company and will include
reimbursement paid to brokerage firms and others for their expenses in
forwarding solicitation material regarding the Annual Meeting to beneficial
owners of the Company's stock. Further solicitation of proxies may be made by
mail, telephone or oral communication with some stockholders of the Company
following the original solicitation. All such further solicitation will be made
by the Board of Directors or consultants currently retained by the Company or
employees of the Company, who will not be additionally compensated therefor, or
by the Company's transfer agent in which case the cost will be borne by the
Company.

STOCKHOLDERS ENTITLED TO VOTE

Stockholders of record at the close of business on March 28, 2000 (the
"Record Date") will be entitled to vote at the Annual Meeting. As of the Record
Date, there were issued and outstanding 35,324,324 shares of common stock, $.10
par value per share ("Common Stock"), and 1,000,000 shares of preferred stock
designated as $1.75 Convertible Preferred Stock, Series A ("Preferred Stock").
Each share of Common Stock entitles its owner to one vote. Each share of
Preferred Stock entitles its owner to a number of votes per share equivalent to
the number of shares of Common Stock issuable upon conversion of the Preferred
Stock, or 1.666 votes for each share of Preferred Stock, based on the conversion
ratio of the Preferred Stock on the Record Date. The Preferred Stock is entitled
to vote on all matters upon which holders of the Common Stock have the right to
vote, together with the holders of the outstanding shares of Common Stock as if
a part of that class. Cumulative voting is not authorized.

The holders of a majority of the issued and outstanding shares of Common
Stock entitled to vote, whether present in person or represented by proxy,
constitute a quorum at the Annual Meeting. Abstentions and broker non-votes are
counted for purposes of determining the presence or absence of a quorum for the
transaction of business. A broker non-vote occurs when a nominee holding shares
of the Company's Common Stock for a beneficial owner does not vote on a
particular proposal because the nominee does not have discretionary voting power
with respect to that item and has not received instructions from the beneficial
owner. Abstentions are counted in tabulations of the votes cast on proposals
presented to stockholders, whereas broker non-votes are not counted for purposes
of determining whether a proposal has been approved.

Assuming the presence of a quorum, the affirmative vote of the holders of a
majority of the shares of Common Stock and Preferred Stock voting together as a
class and represented in person or by proxy at the Annual Meeting is required
for the election of the Board of Directors' nine nominees for director.

The proxy confers discretionary authority on the persons named therein to
vote with respect to the election of any person as a director where the nominee
is unable to serve and matters incident to the conduct of the Annual Meeting,
including matters of which the Company did not receive notice until after
February 16, 2000.

ELECTION OF DIRECTORS

THE BOARD OF DIRECTORS

Directors of the Company are elected annually by the stockholders to serve
until the next annual meeting of stockholders and until their successors are
duly elected and qualified. The number of directors is established from time to
time by resolution of the Board of Directors. The current authorized number of
directors is nine, which includes one director nominee designated by Union Oil
Company of California ("Unocal"), the beneficial owner of 5.8 million shares of
the Company's Common Stock, pursuant to that certain Stock Ownership and
Registration Rights Agreement between Unocal and the Company dated June 29, 1999
(the "Stock Rights Agreement").

DIRECTOR NOMINEES FOR HOLDERS OF COMMON STOCK AND PREFERRED STOCK

The nominees, other than the Company's President, Mr. Lightner, and Unocal's
designee, Mr. Butler, were elected directors of the Company at the last annual
meeting of stockholders. The Board of Directors is recommending that the nine
nominees be elected to hold office until the 2001 annual meeting of stockholders
and until their respective successors have been duly elected and qualified. If
any nominee becomes unavailable for any reason, a substitute nominee may be
proposed by the Board of Directors and the shares represented by proxy will be
voted for such substitute nominee, unless the Board of Directors elects to
reduce the number of directors. The nominees listed below have consented to
being nominated and to serve if elected. THE BOARD OF DIRECTORS RECOMMENDS
VOTING "FOR" THE ELECTION OF THE FOLLOWING NOMINEES FOR THE BOARD OF DIRECTORS:

POSITION WITH COMPANY DIRECTOR
NOMINEE AGE AND PRINCIPAL OCCUPATION SINCE
------- --- ------------------------ --------

Donald L. Evans....... 53 Chairman of the Board of Directors and 1980
Chief Executive Officer of the Company;
Director of TMBR/Sharp Drilling, Inc.

Thomas C. Brown....... 73 Director of the Company; Chairman of the 1968
Board of Directors and Chief Executive
Officer of TMBR/Sharp Drilling, Inc.

Kenneth B. Butler..... 46 Director of the Company; Vice President 2000
of Spirit Energy 76, a business unit of
Union Oil Company of California

David M. Carmichael... 61 Director of the Company; formerly 1996

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Chairman of the Board, Chief Executive
Officer and President of
American Oil and Gas Corporation

Henry Groppe.......... 74 Director of the Company; partner in oil 1989
and gas consulting firm of Groppe, Long
& Littell

Edward W. LeBaron, Jr. 70 Director of the Company; Consultant to 1968
Lynx Technology Group; partner in
LeBaron Ranches L.P.

James D. Lightner..... 47 Director and President of the Company 2000

James B. Wallace...... 71 Director of the Company; Partner in 1992
Brownlie, Wallace, Armstrong and Bander
Exploration

Robert H. Whilden, Jr. 64 Director of the Company; former Partner 1989
in the law firm of Vinson & Elkins L.L.P.;
general counsel of BMC Software, Inc.

OTHER INFORMATION ABOUT THE BOARD OF DIRECTORS

The Board of Directors formed an Executive Committee on March 15, 2000 that
has responsibility, as necessary or advisable from time-to-time, for the
oversight and management of the business of the Company. The Executive Committee
is comprised of Messrs. Evans, Lightner and Wallace.

The Board of Directors has an Audit Committee that has the responsibility of
recommending employment of the Company's independent auditors, reviewing with
management and the independent auditors the Company's financial statements,
basic accounting and financial policies and practices, audit scope and adequacy
of internal control systems. The Audit Committee is composed of directors who
are not salaried employees of the Company. The Audit Committee held one meeting
during 1999. The members of the Audit Committee in 1999 were Messrs. LeBaron,
McKenzie and Wallace. Mr. McKenzie, a designee of the former holder of Preferred
Stock, resigned on July 31, 1999 and was replaced by Mr. David A. Johnson, the
initial designee of Unocal, who resigned January 5, 2000. Mr. Johnson's
replacement, Mr. Butler, currently serves on the Audit Committee with Messrs.
LeBaron and Wallace.

The Board of Directors has a Compensation Committee that reviews and
recommends to the Board of Directors the compensation and promotion of officers
of the Company, the terms of any proposed employee benefit arrangements and the
making of awards under such arrangements. The Compensation Committee held one
meeting and took action by unanimous written consent on two occasions during
1999. The members of the Compensation Committee in 1999 were Messrs. Carmichael,
Groppe and Whilden.

The Board of Directors held four meetings during 1999 and action was also
taken by unanimous written consent on four occasions. No Director participated
in fewer than 75% of the total number of meetings of the Board of Directors or
committees of which he is a member.

The Company does not have a standing nominating committee. The review of
director nominee recommendations is made by the Board of Directors.

Except for the rights of Unocal to designate one director nominee pursuant
to the terms of the Stock Rights Agreement, there are no arrangements or
understandings between any nominee and any other person pursuant to which any
nominee was selected.

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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of the Record Date
with respect to the Common Stock beneficially owned by (i) each person or group
known to the Company to be the beneficial owner of more than five percent (5%)
of the outstanding Common Stock, (ii) each director and each executive officer
named in the Summary Compensation Table, and (iii) all directors and executive
officers as a group.

NUMBER OF PERCENT
SHARES BENEFICIALLY OF
NAME OF BENEFICIAL OWNER OWNED(1) CLASS
- ------------------------ ------------------- -------

(a) Five Percent (5%) Holders:

Unocal Corporation ........................................ 5,800,000(2) 16.4%
2141 Rosecrans Avenue
El Segundo, California 90245

Steinberg Asset Management Company, Inc. .................. 3,729,839(3) 10.6%
12 East 49th Street
New York, New York 10017

Compression, Inc. ......................................... 3,247,100(4) 9.2%
Two West Second Street
Tulsa, Oklahoma 74103

State Farm Mutual Automobile Insurance Company ............ 2,602,654(5) 7.4%
One State Farm Plaza
Bloomington, Illinois 61710

Franklin Resources, Inc. .................................. 2,180,200(6) 6.2%
777 Mariners Island Blvd
San Mateo, California 94403

(b) Directors and Named Executive Officers:

Donald L. Evans .............................................. 937,570(7) 2.7%
William R. Granberry ......................................... 200,667(15) *
Thomas W. Dyk ................................................ 149,834(8) *
Peter R. Scherer ............................................. 142,843(9) *
Thomas C. Brown .............................................. 136,562(10) *
Henry Groppe ................................................. 91,234(11) *
Edward W. LeBaron, Jr ........................................ 83,594(12) *
Robert H. Whilden, Jr ........................................ 70,334(13) *
James B. Wallace ............................................. 67,934(14) *
James D. Lightner ............................................ 50,000(15) *
David M. Carmichael .......................................... 0 0
Kenneth B. Butler ............................................ 0 0
Daniel G. Blanchard .......................................... 0 0

- ----------
* Does not exceed one percent (1%) of the class.

(1) Unless otherwise indicated, all shares of Common Stock are held directly
with sole voting and dispositive powers. Beneficial ownership in respect of
stock options includes shares that may be acquired within sixty (60) days
of the Record Date.

(2) As reported in Amendment No. 1 to Schedule 13D dated November 15, 1999,
filed jointly by Unocal Corporation ("Unocal Corp."), Union Oil Company of
California ("Unocal"), Chicago Carbon Company ("CCC"), Lemont Carbon, Inc.
("Lemont"), Midwest 76, Inc. ("Midwest 76"), and Midwest Natural Gas
Pipeline Company ("Midwest"), all such entities report shared voting and
dispositive powers with respect to

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5,800,000 shares. CCC is a general partnership comprised of Lemont, Midwest
76 and Midwest and each of such partners is a subsidiary of Unocal which is
itself a subsidiary of Unocal Corp.

(3) As reported in Amendment No. 6 to Schedule 13G dated February 8, 2000,
filed jointly by Steinberg Asset Management Company, Inc. ("SAMC"), Michael
A. Steinberg & Company, Inc. ("S&C"), and Michael A. Steinberg ("MAS"),
SAMC has sole voting power with respect to 2,146,500 shares and sole
dispositive power with respect to 3,584,839 shares; S&C has sole
dispositive power with respect to 57,300 shares; and MAS has sole voting
and dispositive powers with respect to 87,700 shares. MAS may be deemed to
have beneficial ownership of the shares owned by all of the reporting
entities.

(4) As reported in Amendment No. 5 to Schedule 13D dated November 19, 1999,
Compression, Inc. has sole voting and dispositive power with respect to
3,247,100 shares. Charles Schusterman, through a partnership known as CS
Holding Associates, beneficially owns Samson Investment Company which owns
Compression, Inc.

(5) As reported in Amendment No. 21 to Schedule 13G dated February 4, 2000,
State Farm Mutual Automobile Insurance Company has sole voting and
dispositive power with respect to 2,600,000 shares and State Farm
Investment Management Corp. has shared voting and dispositive power with
respect to 2,654 shares.

(6) As reported in Amendment No. 1 to Schedule 13G dated February 2, 2000,
filed jointly by Franklin Resources, Inc. ("FRI"), Charles B. Johnson
("CGJ"), Rupert H. Johnson, Jr. ("RHJ"), and Franklin Advisers, Inc.
("FAI"), FAI has sole voting and dispositive powers with respect to
2,141,700 shares. Franklin Management, Inc. has sole dispositive powers
with respect to 38,500 shares. CGJ and RHJ are principal shareholders of
FRI and may be deemed to be beneficial owners of the shares reported.

(7) Includes 937,334 shares issuable upon the exercise of stock options and 236
shares allocated to Mr. Evans' KSOP Plan account.

(8) Includes 147,334 shares issuable upon the exercise of stock options and
2,500 shares held in Mr. Dyk's KSOP Plan account.

(9) Includes 135,667 shares issuable upon the exercise of stock options and
2,094 shares allocated to Mr. Scherer's KSOP Plan account.

(10) Includes (i) 55,334 shares issuable upon the exercise of stock options,
(ii) 5,253 shares allocated to Mr. Brown's KSOP Plan account, and (iii) 975
shares held in the name of Mr. Brown's wife.

(11) Includes 55,334 shares issuable upon the exercise of stock options and
9,000 shares held by children of Mr. Groppe, the beneficial ownership of
which is disclaimed by Mr. Groppe.

(12) Includes 55,334 shares issuable upon the exercise of stock options.

(13) Includes 45,334 shares issuable upon the exercise of stock options.

(14) Includes 60,334 shares issuable upon the exercise of stock options.

(15) All of such shares are issuable upon the exercise of stock options.

(16) Includes 1,869,182 shares issuable upon the exercise of stock options.

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EXECUTIVE COMPENSATION

COMPENSATION PHILOSOPHY AND POLICIES

The Compensation Committee of the Board of Directors is responsible for
setting and administering the policies which govern both annual cash
compensation and incentive programs for the Company's executive officers. The
Compensation Committee is currently composed of three directors, none of whom
are employed by the Company or any of its subsidiaries. Following review and
approval of executive compensation by the Compensation Committee, all
recommendations of the Compensation Committee are submitted to the full Board of
Directors for approval.

With respect to 1999 compensation, the Compensation Committee has not
adopted a structured salary, stock option or other incentive compensation
program but does utilize performance factors as described below to assist in the
determination of compensation. The Compensation Committee maintains the
philosophy that compensation of its executive officers should be balanced
between a fair and reasonable cash compensation and incentives linked to the
Company's overall operating performance. To achieve this balance, executives
have, in addition to their salaries and cash bonuses, been awarded stock options
that reward executives through the creation of stockholder value. The
Compensation Committee takes into account that corporate performance, especially
in the oil and gas industry, is often cyclical and that the Company's
performance in any given year, whether favorable or unfavorable, may not
necessarily be representative of immediate past results or future performance.
Consequently, the Compensation Committee examines and recommends executive
compensation levels based on certain factors compared over a period of several
consecutive years, rather than applying such factors on an isolated or
"snapshot" basis at the time compensation levels are recommended by the
Compensation Committee to the full Board of Directors. In this regard, and
partly due to the peculiarities of financial accounting requirements for oil and
gas companies, the Compensation Committee emphasizes performance factors such as
growth in the Company's proved oil and gas reserves, increases in volumes of oil
and gas sold by the Company, oil and gas finding costs and operating costs, and
the achievement by management of specific goals set by the Board of Directors
from time to time; however, the Compensation Committee has not established any
specific performance levels which would automatically result in increases in
compensation, nor does the Compensation Committee assign absolute weights or
rankings to factors considered by it, but instead makes a subjective
determination based upon a consideration of all of such factors. The
Compensation Committee has utilized from time to time various compensation
survey reports as prepared for the oil and gas industry by consultants such as
William M. Mercer, Incorporated, KPMG Peat Marwick LLP, Effective Compensation
Inc. and W. T. Haigh and Associates when analyzing current compensation amounts
for executive officers and employees.

In addition to the factors described above, in the case of Mr. Evans, the
Chief Executive Officer, the Compensation Committee also considers and takes
into account Mr. Evans' ability to maintain and strengthen the Company's
relationships with the investment community, generate employee confidence and
morale, and demonstrate other leadership qualities. Under Mr. Evans' leadership
and managerial capabilities, the Company reported total revenues of
approximately $215 million for the year ended December 31, 1999, as compared to
total revenues of $131 million for 1998. The Company's oil and gas sales
improved from $78 million in 1998 to $104 million in 1999. The Company also
reported a 13% increase in natural gas production in 1999 as compared to 1998
and an increase of reserves from 406 BCFE in 1998 to 524 BCFE in 1999. Based
upon this outstanding performance in 1999, the Compensation Committee approved a
cash bonus to Mr. Evans of $275,000. Mr. Evans' base salary was increased in
1999 by 15%. The Compensation Committee believes the salary paid to Mr. Evans
for 1999 is appropriate and consistent with the Compensation Committee's
objective of recommending compensation levels and components based on factors
compared over a period of several years and, at the same time, more closely
approximate competition levels. The Compensation Committee believes that the
current mix between the cash and equity incentive opportunities presently in
place for Mr. Evans and the other executive officers of the Company is adequate
to motivate and retain them.

Section 162(m) of the Code precludes a publicly held corporation from
taking a deduction for compensation in excess of $1 million for its chief
executive officer or any of its four other highest-paid officers, unless
compensation is awarded under plans meeting a number of requirements based upon
objective performance standards and advance stockholder approval. Although the
Compensation Committee has not established a policy with respect to qualifying

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compensation paid to its executive officers under section 162(m), the
Compensation Committee will continue to assess the implications of section
162(m) on executive compensation and determine what action, if any, will be
appropriate.

The foregoing report is made by the Compensation Committee of the Company's
Board of Directors. The members of the Compensation Committee throughout 1999
were Messrs. Carmichael, Groppe and Whilden.

SUMMARY OF ANNUAL COMPENSATION

The following table sets forth compensation paid by the Company to its Chief
Executive Officer and other highly compensated executive officers for fiscal
years 1997, 1998 and 1999.

SUMMARY COMPENSATION TABLE

LONG TERM
ANNUAL COMPENSATION
COMPENSATION ------------
NAME AND --------------------- OPTIONS ALL OTHER
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) AWARDED (#) COMPENSATION ($)
------------------ ---- ---------- --------- ----------- ----------------

D. L. Evans 1999 355,698 275,000 50,000 40,342(1)
Chairman and CEO 1998 325,204 0 300,000 41,642(1)
1997 302,130 162,500 0 40,698(1)

J. D. Lightner 1999(2) 166,671 140,000 300,000 100,496(3)
President

W. R. Granberry 1999(4) 120,000 0 0 247,875(5)
President and COO 1998 240,200 0 50,000 7,867(5)
1997 220,000 84,000 0 9,121(5)

T.W. Dyk 1999 203,424 150,000 125,000 8,425(7)
EVP and COO 1998(6) 131,238 0 125,000 5,839(7)

D.G. Blanchard 1999(8) 80,174 54,000 100,000 586(9)
VP and CFO

D. C. Button 1999(10) 61,664 0 0 220,774(12)
EVP and CFO 1998(11) 61,350 0 175,000 165,161(12)

P. R. Scherer 1999 158,245 80,000 15,000 8,172(13)
EVP 1998 142,702 0 25,000 8,967(13)
1997 131,250 41,250 0 7,683(13)

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

(1) Such amounts for 1999, 1998 and 1997, respectively, include (i) allocations
of $6,675, $6,667 and 6,333 to Mr. Evans' KSOP Plan account, (ii) awards of
$0, $1,250 and $800 under the wellness physical fitness program, (iii)
$4,954, $4,646 and $4,321 attributable to the Company's payment for the
term portion of a split dollar life insurance policy on behalf of Mr.
Evans, and (iv) the remaining $28,713, $29,079 and $29,244 represents the
net present value of the interest savings on the whole life portion of the
Policy for a period of ten years computed at an annual interest savings
rate of 8% per annum.

(2) Mr. Lightner became President of the Company on May 3, 1999 at an annual
salary of $250,000.

(3) Such amount includes a signing bonus of $100,000 and an award of $496 under
the wellness/physical fitness program.

(4) Mr. Granberry resigned as Chief Operating Officer on February 17, 1999 and
as President on May 3, 1999.

(5) Such amounts for 1999, 1998 and 1997, respectively, include (i) allocations
of $6,675, $6667 and $6,070 to Mr. Granberry's KSOP Plan account and (ii)
awards of $0, $1,200 and $750 under the wellness/physical fitness

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program. In 1997, the amount also includes reimbursement of moving expenses
of $2,301. In 1999, the amount also includes reimbursement of tax advisory
services of $1,200 and separation pay of $240,000.

(6) Mr. Dyk became Executive Vice President of the Company on April 16, 1998 at
an annual salary of $185,000. On February 17, 1999, Mr. Dyk added the title
of Chief Operating Officer.

(7) Such amounts for 1999 and 1998, respectively, include (i) allocations of
$6,675 and $5,272 to Mr. Dyk's KSOP Plan account and (ii) awards of $1,750
and $567 under the wellness/physical fitness program.

(8) Mr. Blanchard became an officer of the Company on August 3, 1999 at an
annual salary of $185,000.

(9) An award of $586 under the wellness/physical fitness program.

(10) Mr. Button resigned from the Company on May 1, 1999.

(11) Mr. Button became an officer of the Company on September 2, 1998.

(12) Such amounts for 1999 and 1998, respectively, include: (i) allocations of
$6,692 and $6,578 to Mr. Button's KSOP Plan account, (ii) reimbursement of
moving expenses of $29,082 and $8,508. In 1998, the amount also includes an
award of $75 under the wellness/physical fitness program and a signing
bonus of $150,000. In 1999, the amount also includes separation pay of
$185,000.

(13) Such amounts for 1999, 1998 and 1997, respectively, include (i) allocations
of $6,322, $6,667 and $6,333 to Mr. Scherer's KSOP Plan account, and (ii)
awards of $1,850, $2,300 and $1,350 under the wellness/physical fitness
program.

STOCK OPTION GRANTS

1999 OPTION GRANTS

INDIVIDUAL GRANTS
------------------------------------------------------ POTENTIAL REALIZABLE
NUMBER OF PERCENT OF VALUE AT ASSUMED
SECURITIES TOTAL OPTIONS EXERCISE ANNUAL RATES OF STOCK
UNDERLYING GRANTED TO OR BASE PRICE APPRECIATION FOR
OPTIONS EMPLOYEES IN PRICE EXPIRATION OPTION TERM (1)
NAME GRANTED (#) FISCAL YEAR ($/SH) DATE 5%($) 10%($)
---- ----------- ----------- ------ ---------- --------- ---------

D.L. Evans......... 50,000 4.2 13.875 5/19/09 436,296 1,105,659

J.D. Lightner...... 300,000 24.9 13.50 5/03/09 1,829,670 3,722,724
W. R. Granberry.... 0 0 N/A N/A N/A N/A
T. W. Dyk.......... 125,000 10.4 12.6875 3/18/09 1,090,739 2,764,147
D.G. Blanchard..... 100,000 8.3 13.625 7/26/09 856,869 2,171,474

D. C. Button....... 0 0 N/A N/A N/A N/A
P. R. Scherer...... 15,000 1.2 13.875 5/19/09 130,889 331,698

- ----------------
(1) These amounts are calculated based on the indicated annual rates of
appreciation and annual compounding from the date of grant to the end of
the option term. Actual gains, if any, on stock option exercises are
dependent on the future performance of the Common Stock and overall stock
market conditions. There is no assurance that the amounts reflected in this
table will be achieved.

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OPTION EXERCISES AND HOLDINGS

AGGREGATED OPTION EXERCISES IN 1999

AND 1999 YEAR-END OPTION VALUES

SHARES VALUE OF UNEXERCISED
ACQUIRED NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS
ON VALUE OPTIONS ON 12/31/99 (#) ON 12/31/99 ($)(1)
EXERCISE REALIZED -------------------------- -----------------------------
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------- -------- ----------- ------------- ----------- -------------

D.L. Evans.......... -- -- 870,667 229,333 2,081,250 0

J. D. Lightner...... -- -- 0 300,000 N/A 0

W.R. Granberry...... -- -- 200,667 0 87,500 N/A

T. W. Dyk........... -- -- 80,667 169,333 0 0

D. G. Blanchard..... -- -- 0 100,000 N/A 0

D. C. Button........ 87,500 290,188(2) 0 0 N/A N/A

P. R. Scherer....... 5,000 41,250(3) 130,667 34,333 232,550 0

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(1) Value of in-the-money options is equal to the fair market value of a share
of Common Stock at fiscal year-end of $13.375 (based on the last sale price
of the Common Stock), less the exercise price.

(2) The value realized is the actual amount of sale proceeds less the exercise
price.

(3) The value realized is equal to the fair market value of a share of Common
Stock on the date of exercise of $12.25 (based on the last sale price of
the Common Stock), less the exercise price.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL
ARRANGEMENTS

The Company has an employment agreement with Mr. Evans which expires on
December 31, 2001. The agreement provides for a severance payment upon Mr.
Evans' resignation from employment, preceded by either (i) the assignment of Mr.
Evans without his consent to any duties inconsistent with his position, duties,
responsibilities or status with the Company or a reduction of his duties or
responsibilities for reasons other than good cause; (ii) any failure of the
Company or its stockholders, as the case may be, to re-elect Mr. Evans to the
offices of Chief Executive Officer and Director or his removal from any such
office for reasons other than good cause; or (iii) any breach by the Company (or
any successor) of any of the provisions of the agreement or any failure by the
Company to carry out any of its obligations under the agreement for reasons
other than good cause. The severance benefit payment is an amount equal to Mr.
Evans' then existing annual base pay (or an amount equal to his base pay for the
balance of the term of the agreement if less than one year). If a dispute arises
regarding the termination of Mr. Evans or the interpretation or enforcement of
the agreement, all legal fees and expenses incurred by Mr. Evans in contesting
or disputing any such termination or seeking to obtain or enforce any right or
benefit provided for in the agreement will be paid by the Company, to the extent
Mr. Evans prevails. An amendment to this agreement provides Mr. Evans with the
option of electing the benefits of the employment agreement or the Severance
Agreement described below. The Company has entered into an employment agreement
with Mr. Lightner which expires on April 30, 2002 and is similar in its material
terms to Mr. Evans' agreement.

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The Company has entered into Severance Agreements with certain officers of
the Company (including the named executive officers) regarding compensation upon
termination of employment for reasons other than cause, death, disability or
retirement due to any of the following events: (i) a change in control of 20% of
the Company's securities, (ii) an acquisition of over 50% of the Company's
assets, (iii) a change in the composition of a majority of the board of
directors, (iv) failure of more than one of management's director nominees to be
elected and (v) a merger or sale of assets of the Company in which the Company
does not survive. The term of the agreements is through December 2003 with
automatic annual extensions thereafter. The agreements provide that eligible
officers shall receive a multiple of their annual base salary plus bonus and
continuation of medical insurance benefits for a time period equal to such
multiple. The multiple for Messrs. Evans and Lightner is 2.5 and the multiple
for Messrs. Dyk, Blanchard and Scherer is 2.

The Company's 1989 Stock Option Plan, 1993 Stock Option Plan and 1999
Long-Term Incentive Plan contain "change of control" provisions which are
applicable to all holders of options granted under the plans, including the
named executive officers. The change of control provisions in such plans, which
are substantially identical, generally provide that if (i) the Company is not
the surviving entity in any merger, consolidation or other reorganization (or
survives only as a subsidiary of an entity other than a previously wholly-owned
subsidiary of the Company), (ii) the Company sells, leases or exchanges all or
substantially all of its assets to any other person or entity (other than a
wholly-owned subsidiary of the Company), (iii) the Company is to be dissolved
and liquidated, (iv) any person or group acquires ownership or control of more
than 50% of the outstanding shares of the Company's voting stock, or (v) in
connection with a contested election of directors, the persons who were
directors of the Company before such election cease to constitute a majority of
the Board (each such event constituting a "Corporate Change"), then (a) ten days
after the approval by the stockholders of the Company of such merger,
consolidation, reorganization, sale, lease or exchange of assets or dissolution
or such election of directors or (b) thirty days after a change of control of
the type described in clause (iv), the Compensation Committee shall effect one
or more of the following alternatives: (1) accelerate the time at which options
then outstanding may be exercised so that such options may be exercised in full
for a limited period of time on or before a specified date (before or after a
Corporate Change) fixed by the Compensation Committee, after which specified
date all unexercised options and all rights of optionees shall terminate, (2)
require the mandatory surrender to the Company by selected optionees of some or
all of the outstanding options held by such optionees (irrespective of whether
such options are then exercisable under the provisions of the plan) as of the
date, before or after a Corporate Change, specified by the Compensation
Committee, in which event the Compensation Committee shall thereupon cancel such
options and the Company shall pay to each optionee an amount of cash per share
equal to the excess, if any, of the "Change of Control Value" of the shares
subject to such option over the exercise prices under such options for such
shares, (3) make such adjustments to options then outstanding as the
Compensation Committee deems appropriate to reflect the Corporate Change, or (4)
provide that thereafter upon any exercise of an option theretofore granted the
optionee shall be entitled to purchase under such option, in lieu of the number
of shares of stock then covered by such option the number and class of shares of
stock or other securities or property to which the optionee would have been
entitled pursuant to the terms of the agreement of merger, consolidation or sale
of assets and dissolution if, immediately prior to such merger, consolidation or
sale of assets and dissolution the optionee had been the holder of record of the
number of shares of stock then covered by such option. The "Change of Control
Value" is an amount equal to, whichever is applicable, (i) the per share price
offered to stockholders of the Company in any merger, consolidation,
reorganization, sale of assets or dissolution transaction, (ii) the price per
share offered to stockholders of the Company in any tender offer or exchange
offer whereby a Corporate Change takes place, or (iii) if such Corporate Change
occurs other than pursuant to a tender or exchange offer, the fair market value
per share of the shares into which such options being surrendered are
exercisable, as determined by the Compensation Committee as of the date
determined by the Compensation Committee to be the date of cancellation and
surrender of such options. If the consideration offered to stockholders of the
Company in any transaction consists of anything other than cash, the
Compensation Committee shall determine the fair cash equivalent of the portion
of the consideration offered which is other than cash.

PERFORMANCE GRAPH

The following performance graph compares the annual cumulative total
stockholder shareowner return on the Common Stock with the cumulative total
return of the S&P Composite -- 600 Stock Index and the S&P Energy

10
13

Composite 500 Index for the period of five fiscal years commencing December 31,
1994 and ending December 31, 1999. The table assumes that the value of an
investment in the Common Stock and each Index was $100 on December 31, 1994 and
that all dividends were reinvested. The stock price performance shown on the
graph below is not necessarily indicative of future price performance.

MEASUREMENT PERIOD SMALLCAP ENERGY
(FISCAL YEAR COVERED) TOM BROWN, INC. 600 INDEX 500 INDEX
--------------------- --------------- --------- ---------

1994 100.00 100.00 100.00
1995 127.17 129.96 130.77
1996 181.52 157.67 164.47
1997 167.39 198.01 206.00
1998 87.23 195.42 207.10
1999 116.30 219.66 246.45

11
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COMPENSATION OF DIRECTORS

Directors who are not employees of the Company or stockholder designees are
entitled, at their option, to receive a fee of $3,000 per physical meeting or
participate in an unfunded non-qualified deferred compensation arrangement.
Under the deferred compensation arrangement which was implemented in July 1995,
a participating director defers the director's fee that would otherwise be
payable to him until the earlier of (i) his separation from the Board of
Directors, or (ii) the date ending on the fifth anniversary of such director's
participation in the arrangement. The deferred fees are then used by the Company
to purchase and make premium payments on a life insurance policy naming the
Company as beneficiary and covering the life of the director. Upon the
retirement or death of the participating director, such director or his
designated beneficiary is entitled to receive an annual retirement or survivor
benefit for a period of ten years. During 1999, Messrs. LeBaron and Wallace
elected to participate in the deferred compensation arrangement and the Company
paid insurance premiums under the deferred compensation arrangement in the
amount of approximately $12,000 for each of them. For the year ended December
31, 1999, the Company paid director's fees in the amount of $12,000 to each of
Messrs. Groppe and Whilden and $6,000 to Mr. Carmichael. The Company reimburses
its directors for actual expenses incurred in attending meetings of the Board of
Directors.

Pursuant to the Company's arrangement with Mr. Brown, the Company pays Mr.
Brown a consulting fee in the amount of $6,355 per month. During 1999, the
Company paid $76,260 to Mr. Brown under such arrangement.

Directors who are employees of the Company and the director designated by
Unocal receive no compensation for service on the Board of Directors or its
committees.

STOCK OPTION PARTICIPATION OF DIRECTORS

All non-employee directors of the Company are eligible to participate in
the Company's stock option plans. On May 19, 1999, each of Messrs. Brown,
LeBaron, Groppe, Wallace and Whilden was granted an option to purchase 10,000
shares of Common Stock at an exercise price of $13.875 per share, the fair
market value of the stock on the date of grant. The options expire ten years
from the date of grant and are exercisable in three equal annual increments,
commencing May 19, 2000. On July 19, 1999, Mr. Carmichael was granted an option
to purchase 25,000 shares of Common Stock at an exercise price of $14.375 per
share, the fair market value of the stock on the date of grant. This ten-year
option is exercisable in three equal installments commencing July 20, 2000.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Mr. Evans, the Chairman of the Board of Directors and Chief Executive
Officer of the Company, serves on the Board of Directors and compensation
committee of TMBR/Sharp Drilling, Inc. ("TMBR"). Mr. Brown, the Chairman of the
Board of Directors of TMBR, is a Director of the Company. As of March 28, 2000,
Messrs. Brown and Evans beneficially owned approximately 11.2% and less than 1%,
respectively, of the outstanding common stock of TMBR. See "Certain
Relationships and Related Transactions".

Mr. Whilden, a partner in the law firm of Vinson & Elkins, Houston, Texas
through the end of 1999, is a director of the Company and a member of the
Compensation Committee. Mr. Groppe, a partner in the oil and gas consulting firm
of Groppe, Long & Littell, Houston, Texas, is a director of the Company and is
also a member of the Compensation Committee. The Company retains the services of
Vinson & Elkins and Groppe, Long & Littell from time to time.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The C. V. Lyman Testamentary Trust (the "Trust") owns working interests in
certain oil and gas properties in which the Company also owns working interests
and serves as operator. Mr. Brown, a director of the Company, was a co-trustee
of the Trust until mid-1999. As a result of its ownership interest in the
properties, the Trust has at various times been indebted to the Company. During
1999, the Company billed the Trust approximately $569,000 for the Trust's
proportionate share of costs and expenses attributable to its ownership of
working interests in such oil

12
15

and gas properties. The largest amount owed by the Trust to the Company at any
one time during 1999 was approximately $100,000 and, at December 31, 1999, the
Trust was indebted to the Company in the amount of approximately $69,000, which
was paid in full in January 2000. Payments to the Company are due after monthly
billings by the Company on the same basis as all other working interest owners,
and the Trust's participation in the oil and gas properties is on the same basis
as all other participants.

During 1999, the Company billed Wind River -- Pavillion, Ltd., a Texas
limited partnership (the "Partnership"), approximately $4.2 million for the
Partnership's proportionate share of lease operating, exploration, development
and related expenses associated with the Partnership's ownership of working
interests in oil and gas leases located in Fremont County, Wyoming. The Company
is the sole general partner of the Partnership and also serves as operator of
all of the leases owned by the Partnership. State Farm Mutual Automobile
Insurance Company ("State Farm") is the sole limited partner of the Partnership
and the holder of 2,602,654 shares of the Company's Common Stock. Revenues and
costs (excluding capital costs) of the Partnership are allocated 20% to the
Company and 80% to State Farm before payout (defined as recovery of all of State
Farm's costs plus a specified rate of return), increasing to 75% (including
capital costs) to the Company after payout. The largest amount owed by the
Partnership to the Company at any one time during 1999 was approximately $1.1
million and the Partnership owed the Company approximately $790,000 at December
31, 1999, which was paid in full by February 2000. Payments to the Company are
due after monthly billings by the Company on the same basis as all other working
interest owners, and the Partnership's participation in the leases is on the
same basis as all other participants.

Brownlie, Wallace, Armstrong and Bander Exploration ("BWAB"), a
partnership, owns interests in options to purchase working interests in oil and
gas leases located in Wyoming, and in which the Company also owns interests and
acts as operator. Mr. Wallace, a director of the Company, is a partner in BWAB.
As a result of its ownership interest in the option, and oil and gas leases
acquired by the Company pursuant to such options, BWAB has at various times been
indebted to the Company. During 1999, the Company billed BWAB approximately
$668,000 for BWAB's proportionate share of costs associated with the acquisition
of leases under option as well as exploration and development costs. The largest
amount owed by BWAB to the Company at any one time during 1999 was approximately
$139,000 and BWAB was indebted to the Company in the approximate amount of
$233,000 at December 31, 1999, which was paid in full by February 2000. Payments
to the Company are due after monthly billings by the Company on the same basis
as all other interest owners, and BWAB's participation in the option and
underlying leases is on the same basis as all other participants.

Wildhorse Energy Partners LLC, a Delaware limited liability company
("Wildhorse"), provides gas gathering, processing, marketing, field and storage
services to the Company and third parties. Wildhorse, which is owned 55% by
Kinder Morgan, Inc. ("KMI") and 45% by the Company, is managed by KMI under the
direction of an operating team consisting of two representatives appointed by
the Company and two representatives appointed by KMI. During the first three
fiscal quarters of 1999, KMI held in excess of 5% of the Company's voting
securities. During 1999, the Company made capital contributions to Wildhorse of
approximately $2.3 million.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires, among other
things, that the Company's directors and officers file with the SEC, at
specified times, reports of beneficial ownership and changes in beneficial
ownership of the Company's Common Stock and other equity securities. Based
solely on a review of copies of such reports furnished to the Company, or
written representations that no Forms 5 were required, the Company believes that
all Section 16(a) filing requirements for its directors and officers for the
fiscal year ending December 31, 1999 have been complied with in a timely manner,
except that a Form 4 covering one transaction for Mr. Carmichael was filed 23
days late.

ACCOUNTANTS

Arthur Andersen LLP has served as the Company's independent auditors since
March 1990, and currently serves the Company as independent auditors. A
representative of Arthur Andersen LLP will be present at the Annual

13
16

Meeting and will have an opportunity to make a statement to the stockholders, if
he desires to do so, and to respond to appropriate questions.

STOCKHOLDER PROPOSALS

In accordance with rules of the SEC, stockholders of the Company may
present proposals to the Company for inclusion in the Company's Proxy Statement
and form of proxy prepared in connection with its next regular annual meeting of
stockholders. Such proposals must be received by the Company no later than
December 8, 2000, in order to be considered for inclusion in the Proxy Statement
for the 2001 annual meeting. Also for the 2001 annual meeting, management
proxies will be permitted to use discretionary voting authority with respect to
any matter submitted at the annual meeting other than under the procedures in
SEC Rule 14a-8 if notice of the matter is not delivered to the Company on or
before February 21, 2001.

OTHER MATTERS

The Board of Directors knows of no matters other than those discussed in
this Proxy Statement that properly may be, or are likely to be, brought before
the meeting. In the event any other matters are properly brought before the
meeting, however, the proxy holders or their substitutes will vote in accordance
with their best judgment on such matters.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ BRUCE R. DEBOER
BRUCE R. DEBOER
Secretary

April 10, 2000

14
17

A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
ENDED DECEMBER 31, 1999, EXCLUSIVE OF EXHIBITS, IS AVAILABLE TO EACH BENEFICIAL
OWNER OF THE COMPANY'S SECURITIES WITHOUT CHARGE UPON WRITTEN REQUEST SETTING
FORTH A GOOD FAITH REPRESENTATION THAT AS OF THE RECORD DATE, SUCH PERSON WAS A
BENEFICIAL OWNER OF THE COMPANY'S SECURITIES ENTITLED TO VOTE AT THE ANNUAL
MEETING, TO: SECRETARY, TOM BROWN, INC., 555 SEVENTEENTH STREET, SUITE 1850,
DENVER, COLORADO 80202.

15
18

PROXY

TOM BROWN, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF THE COMPANY
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 18, 2000

The undersigned hereby appoints Donald L. Evans and James D. Lightner, and
each of them, attorneys and proxies, with power of substitution, and hereby
authorizes them to represent and to vote, as designated below, all shares of
Preferred Stock of TOM BROWN, INC. held of record in the name of the undersigned
as of the close of business on March 28, 2000, at the Annual Meeting of
Stockholders of Tom Brown, Inc., to be held at 9:00 a.m. on May 18, 2000, in the
Hyatt Regency Hotel, 1750 Welton Street, Denver, Colorado, and at all
adjournments or postponements thereof.

THIS PROXY SHALL BE VOTED AS DIRECTED. IN THE ABSENCE OF SPECIFIC DIRECTIONS, IT
SHALL BE VOTED FOR ITEM 1 AND IN ACCORDANCE WITH THE BEST JUDGMENT OF THE
PERSONS NAMED AS PROXIES UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
MEETING.

1. Election of Nine Directors.
NOMINEES: Donald L. Evans, Thomas C. Brown,
Kenneth B. Butler, David M. Carmichael, Henry Groppe, Edward W. LeBaron, Jr.,
James D. Lightner, James B. Wallace and Robert H. Whilden, Jr.

FOR WITHHELD
[ ] [ ]

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

2. To transact such other business as may properly come before the meeting or
any adjournments thereof, all as set forth in the Notice of Annual Meeting
and Proxy Statement dated April 10, 2000, receipt of which is acknowledged.

PLEASE RETURN PROMPTLY IN THE ENCLOSED POSTAGE PAID ENVELOPE.

Please date this Proxy and sign exactly as your name appears on your stock
certificate.

Dated__________________________________, 2000

By:
-------------------------------------------
Name:
-----------------------------------------
Title:
----------------------------------------

PROXY

TOM BROWN, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF THE COMPANY
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 18, 2000

The undersigned hereby appoints Donald L. Evans and James D. Lightner,
and each of them, attorneys and proxies, with power of substitution, and hereby
authorizes them to represent and to vote, as designated on the reverse side of
this proxy, all shares of Common Stock of TOM BROWN, INC. held of record in the
name of the undersigned at the close of business on March 28, 2000, at the
Annual Meeting of Stockholders of Tom Brown, Inc., to be held at 9:00 a.m. on
May 18, 2000, in the Hyatt Regency Hotel, 1750 Welton Street, Denver, Colorado,
and at all adjournments or postponements thereof.

(Continued, and to be signed on reverse side)

[X] Please mark votes as in this example.

1. Election of Nine Directors.

NOMINEES: Donald L. Evans, Thomas C. Brown,
Kenneth B. Butler, David M. Carmichael, Henry Groppe, Edward W. LeBaron, Jr.,
James D. Lightner, James B. Wallace and Robert H. Whilden, Jr.

FOR WITHHELD
[ ] [ ]

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

MARK HERE
FOR ADDRESS [ ]
CHANGE AND
NOTE AT LEFT

PLEASE RETURN PROMPTLY IN THE ENCLOSED POSTAGE PAID ENVELOPE.

Please date this Proxy and sign exactly as your name appears on your stock
certificate. If stock is held jointly, signature should include both names.
Executors, administrators, trustees, guardians and others signing in a
representative capacity should give their full titles.

Dated__________________________________, 2000

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

- --------------------------------------------
Signature of Stockholder