What a dreary way to end a miserable season.

A franchise record 12 penalties, including 10 in the first half.

Three more interceptions by quarterback Kerry Collins, followed by his benching and then his slipping out of Ericsson Stadium in silence.

The Carolina Panthers never looked ready to beat the underdog St. Louis Rams on Saturday, and didn't, losing 30-18 to finish with a 7-9 record.

One year after winning the NFC West championship, the Panthers are in danger of finishing third in the division. If the Atlanta Falcons beat Arizona today, they'll finish second, ahead of Carolina.

``I think everybody feels pretty bad,'' said reserve quarterback Steve Beuerlein, whose play in relief of Collins was one of the Panthers' few bright spots. ``I'd use a stronger word if I could, but my wife would kill me.

``It's just been a down year all the way around. . . . It's going to turn people's stomachs in here for a while.''

The loss left the Panthers with a 2-6 record at home. Their victories came over Oakland, one of the league's worst teams, and Atlanta on a day when the Falcons started rookie Tony Graziani at quarterback in place of injured starter Chris Chandler.

Saturday was Carolina's last chance to make something memorable happen at Ericsson, to at least end the season with a .500 record.

The chances of that happening never looked good.

The Panthers' first play from scrimmage was a false start penalty against offensive lineman Matt Elliott, the first of three he had in the game.

The Rams drove 71 yards for a touchdown on their first possession -- their first and only opening-drive TD of the season.

It quickly became obvious to the St. Louis players that the Panthers were ripe to be beat, that they were facing a team that was nothing like the one that made a magical run to the NFC Championship Game last season.

``Last year I felt like they were a hungrier team,'' said Rams linebacker Roman Phifer, a Charlotte native. ``This is a totally different team.''

Collins had hoped to end his season with a strong performance to give him momentum heading into next year. Instead, he spent another day listening to fans boo him and chant ``Beuerlein! Beuerlein!''

His first half play was atrocious. He completed 7-of-19 passes for 69 yards and two interceptions.

At halftime, with Carolina trailing 16-0, offensive coordinator Joe Pendry strongly challenged the offense, according to guard Greg Skrepenak.

Collins responded by driving the offense 63 yards for a touchdown, culminating with his 35-yard touchdown pass to rookie receiver Rae Carruth and his two-point pass completion to Muhsin Muhammad.

That pulled Carolina within 23-8 -- the Rams had scored on their opening second-half possession -- and that was as close as Collins could get the Panthers.

He threw his third interception late in the second quarter, overthrowing Ernie Mills and getting picked off by Rams safety Keith Lyle at the Panthers' 48.

It would be his last play of the game. Coach Dom Capers ordered Beuerlein to start warming up and sent him into the lineup when the Panthers got the ball again.

Collins wasn't around to comment on his performance or his benching after the game. He refused to speak to reporters, dressing quickly in the locker room before leaving the stadium.

With Beuerlein under center, the offense came to life. He drove the Panthers 78 yards for a touchdown and a two-point conversion on his first possession.

Then he took over at the 1-yard line and led Carolina all the way to the Rams' 1 before turning the ball over on downs -- a 98-yard nonscoring drive.

``It seemed like when Beuerlein came in the game, their tempo picked up,'' said Phifer.

If you think that was an understatement, check out what Rams coach Dick Vermeil had to say about the Panthers' overall performance: ``They were a little bit banged up, but they rallied back.''

The Panthers were definitely hurting. They opened the game with tight end Wesley Walls, cornerback Eric Davis, right tackle Norberto Davidds-Garrido and defensive end Shawn King sidelined by injuries. Earlier in the first quarter, linebacker Lamar Lathon was added to the list when he re-injured his sore left knee.

But none of the players or Capers used that as an excuse. They acknowledged Saturday was the latest underachieving day in an underachieving season.

The Rams had the ball for more than eight minutes longer than the Panthers. They rolled up 147 yards rushing, including 112 by Jerald Moore.

``This game leaves me with a feeling of emptiness,'' said center Frank Garcia.

The Panthers now will spend the offseason looking back at a 7-9 record, the same as they had in their 1995 expansion season.

In that first year, it was a sign of success. This year, it's a sign of failure.