================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                    FORM 10-Q

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                  For the quarterly period ended March 31, 2002

                                       OR

             [ ] TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

             For the transition period from __________ to __________

                        Commission File Number: 000-22433

                           BRIGHAM EXPLORATION COMPANY
             (Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>
           DELAWARE                          1311                     75-2692967
<S>                                <C>                           <C>
  (State of other jurisdiction     (Primary Standard Industrial    (I.R.S. Employer
of incorporation or organization)   Classification Code Number)  Identification Number)
</TABLE>

                            6300 BRIDGEPOINT PARKWAY
                             BUILDING TWO, SUITE 500
                               AUSTIN, TEXAS 78730
                                 (512) 427-3300
               (Address, including zip code, and telephone number,
        including area code, of Registrant's principal executive offices)


     Indicate  by  check  mark  whether the registrant (1) has filed all reports
required  to  be  filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding  twelve months (or for such shorter period that the
registrant  was  required to file such reports) and (2) has been subject to such
filing  requirements  for  the  past  90  days.

                                 Yes  X .  No    .
                                     ---      ---

     As  of May 3, 2002, 16,016,113 shares of Common Stock, $.01 per share, were
outstanding.

================================================================================


<PAGE>
<TABLE>
<CAPTION>
                                       BRIGHAM EXPLORATION COMPANY
                                   FIRST QUARTER 2002 FORM 10-Q REPORT

                                            TABLE OF CONTENTS
                                            -----------------


                                                                                                     PAGE
                                                                                                     ----
<S>                                                                                                  <C>

                                     PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

        Consolidated Balance Sheets - March 31, 2002 and December 31, 2001. . . . . . . . . . . . . . .  1
        Consolidated Statements of Operations - Three months ended March 31, 2002 and 2001. . . . . . .  2
        Consolidated Statement of Changes in Stockholders' Equity - Three months ended March 31, 2002 .  3
        Consolidated Statements of Cash Flows  - Three months ended March 31, 2002 and 2001 . . . . . .  4
        Notes to Consolidated Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . .  5

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  9

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. . . . . . . . . . . . . . . . . . . 17


                                      PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

                                              BRIGHAM EXPLORATION COMPANY

                                              CONSOLIDATED BALANCE SHEETS
                                         (in thousands, except per share data)
                                                     (unaudited)


                                                                                          March 31,    December 31,
                                                                                            2002           2001
                                                                                         -----------  --------------
<S>                                                                                      <C>          <C>
                                                       ASSETS
Current assets:
  Cash and cash equivalents                                                              $    7,820   $       5,112
  Accounts receivable                                                                         8,783           9,325
  Other current assets                                                                        2,624           2,531
                                                                                         -----------  --------------
    Total current assets                                                                     19,227          16,968

Oil and natural gas properties, net using the full cost method                              155,383         151,891
Other property and equipment, net                                                             1,337           1,331
Deferred loan fees                                                                            2,990           3,166
Other noncurrent assets                                                                           -              52
                                                                                         -----------  --------------
                                                                                         $  178,937   $     173,408
                                                                                         ===========  ==============

                                        LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                                                       $    8,045   $       8,412
  Accrued drilling costs                                                                      3,870           1,969
  Other current liabilities                                                                   7,365           4,885
                                                                                         -----------  --------------
    Total current liabilities                                                                19,280          15,266
                                                                                         -----------  --------------

Notes payable                                                                                75,000          75,000
Senior subordinated notes                                                                    20,948          16,721
Other noncurrent liabilities                                                                    485             206

Commitments and contingencies

Series A Preferred Stock, mandatorily redeemable, $.01 par value, $20 stated and
  redemption value, 2,250,000 shares authorized, 1,662,863 and 1,630,692 shares
  issued and outstanding at March 31, 2002 and December 31, 2001, respectively               17,312          16,614

Stockholders' equity:
  Preferred stock, $.01 par value, 10 million shares authorized, of which 2,250,000
    are designated as Series A                                                                    -               -
  Common stock, $.01 par value, 50 million shares authorized, 17,127,650 shares issued
    and 16,016,113 shares outstanding at March 31, 2002 and December 31, 2001                   171             171
  Additional paid-in capital                                                                 79,768          80,466
  Unearned stock compensation                                                                  (457)           (494)
  Accumulated other comprehensive income (loss)                                              (2,043)            351
  Accumulated deficit                                                                       (27,362)        (26,728)
  Treasury stock, at cost; 1,111,537 shares at March 31, 2002 and December 31, 2001          (4,165)         (4,165)
                                                                                         -----------  --------------
    Total stockholders' equity                                                               45,912          49,601
                                                                                         -----------  --------------
                                                                                         $  178,937   $     173,408
                                                                                         ===========  ==============

           The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>


                                        1
<PAGE>
<TABLE>
<CAPTION>
                                BRIGHAM EXPLORATION COMPANY

                           CONSOLIDATED STATEMENTS OF OPERATIONS
                           (in thousands, except per share data)
                                       (unaudited)

                                                                Three Months Ended
                                                                     March 31,
                                                                ------------------
                                                                  2002      2001
                                                                --------  --------
<S>                                                             <C>       <C>
Revenues:
  Oil and natural gas sales                                     $ 6,434   $ 6,905
  Other                                                              10       138
                                                                --------  --------
                                                                  6,444     7,043
                                                                --------  --------

Costs and expenses:
  Lease operating                                                   871       706
  Production taxes                                                  353       466
  General and administrative                                        964       817
  Depletion of oil and gas properties                             3,137     2,477
  Depreciation and amortization                                     103       152
                                                                --------  --------
                                                                  5,428     4,618
                                                                --------  --------
  Operating income                                                1,016     2,425
                                                                --------  --------

Other income (expense):
  Interest income                                                    19        62
  Interest expense, net                                          (1,421)   (1,806)
  Other income (expense)                                           (248)      221
                                                                --------  --------
                                                                 (1,650)   (1,523)
                                                                --------  --------

Income (loss) before income taxes                                  (634)      902
Income taxes                                                          -         -
                                                                --------  --------

Net income (loss)                                                  (634)      902

Less accretion and dividends on redeemable preferred stock          698       478
                                                                --------  --------

Net income (loss) available to common stockholders              $(1,332)  $   424
                                                                ========  ========

Net income (loss) per share available to common stockholders:
  Basic                                                         $ (0.08)  $  0.03
  Diluted                                                       $ (0.08)  $  0.02

  The accompanying notes are an integral part of these consolidated financial
                                  statements.
</TABLE>


                                        2
<PAGE>
<TABLE>
<CAPTION>
                                                    BRIGHAM EXPLORATION COMPANY

                                     CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                                          (in thousands)
                                                            (unaudited)


                                                                            Accumulated                          Total
                               Common Stock    Additional     Unearned         Other        Accumu-              Stock-    Compre-
                            ------------------   Paid-in       Stock       Comprehensive     lated    Treasury  holders'   hensive
                             Shares   Amounts    Capital    Compensation   Income (loss)    Deficit    Stock     Equity     Loss
                            --------  --------  ---------  --------------  --------------  ---------  --------  --------  --------
<S>                         <C>       <C>       <C>        <C>             <C>             <C>        <C>       <C>       <C>
Balance, December 31, 2001   17,128   $    171  $ 80,466   $        (494)  $         351   $(26,728)  $(4,165)  $49,601

Dividends on Series A
  mandatorily redeemable
  preferred stock                 -          -      (643)              -               -          -         -      (643)
Accretion on Series A
  mandatorily redeemable
  preferred stock                 -          -       (55)              -               -          -         -       (55)
Amortization of unearned
  stock compensation              -          -         -              37               -          -         -        37
Net loss                          -          -         -               -               -       (634)        -      (634)  $  (634)
Other comprehensive loss:
  Unrealized loss on cash
    flow hedges                   -          -         -               -          (2,394)         -         -    (2,394)   (2,394)
                                                                                                                          --------
Comprehensive loss                                                                                                        $(3,028)
                            --------  --------  ---------  --------------  --------------  ---------  --------  --------  ========

Balance, March 31, 2002      17,128   $    171  $ 79,768   $        (457)  $      (2,043)  $(27,362)  $(4,165)  $45,912
                            ========  ========  =========  ==============  ==============  =========  ========  ========

                 The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>


                                        3
<PAGE>
<TABLE>
<CAPTION>
                                        BRIGHAM EXPLORATION COMPANY

                                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                                               (in thousands)
                                                (unaudited)

                                                                                         Three Months Ended
                                                                                             March 31,
                                                                                         ------------------
                                                                                           2002      2001
                                                                                         --------  --------
<S>                                                                                      <C>       <C>
Cash flows from operating activities:
  Net income (loss)                                                                      $  (634)  $   902
  Adjustments to reconcile net income (loss) to cash provided by operating activities:
    Depletion of oil and gas properties                                                    3,137     2,477
    Depreciation and amortization                                                            103       152
    Interest paid through the issuance of additional senior subordinated notes               227        75
    Amortization of deferred loan fee and debt issuance costs                                286       343
    Market value adjustment for derivative instruments                                       251      (221)
    Changes in working capital and other items:
      Accounts receivable                                                                    742    (3,586)
      Other current assets                                                                  (394)       (4)
      Accounts payable                                                                      (367)      838
      Participant advances received                                                          588       164
      Other current liabilities                                                               81       111
      Other noncurrent assets                                                                  2         9
      Other noncurrent liabilities                                                             9        (8)
                                                                                         --------  --------
        Net cash provided by operating activities                                          4,031     1,252
                                                                                         --------  --------

Cash flows from investing activities:
  Additions to oil and natural gas properties                                             (4,909)   (9,223)
  Additions to other property and equipment                                                  (91)      (80)
  Decrease in drilling advances paid                                                           -       385
                                                                                         --------  --------
        Net cash used by investing activities                                             (5,000)   (8,918)
                                                                                         --------  --------

Cash flows from financing activities:
  Proceeds from exercise of employee stock options                                             -        57
  Proceeds from issuance of preferred stock and warrants, net                                  -     9,838
  Proceeds from issuance of senior subordinated notes                                      4,000     9,000
  Principal payments on capital lease obligations                                            (13)      (37)
  Deferred loan fees paid                                                                   (310)        -
                                                                                         --------  --------
        Net cash provided by financing activities                                          3,677    18,858
                                                                                         --------  --------

Net increase in cash and cash equivalents                                                  2,708    11,192
Cash and cash equivalents, beginning of period                                             5,112       837
                                                                                         --------  --------
Cash and cash equivalents, end of period                                                 $ 7,820   $12,029
                                                                                         ========  ========

        The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>


                                        4
<PAGE>
                           BRIGHAM EXPLORATION COMPANY

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)


1.   ORGANIZATION AND NATURE OF OPERATIONS

     Brigham  Exploration  Company ("Brigham"), a Delaware corporation formed on
February  25,  1997,  explores and develops onshore domestic oil and natural gas
properties  using  3-D  seismic imaging and other advanced technologies. Brigham
focuses  its  exploration  and  development  of  onshore  oil  and  natural  gas
properties primarily in the Anadarko Basin, the Texas Gulf Coast and West Texas.

2.   BASIS OF PRESENTATION

     The  accompanying  financial statements include the accounts of Brigham and
its  wholly-owned  subsidiaries,  and  its  proportionate  share  of  assets,
liabilities  and  income  and  expenses  of  the  limited  partnerships in which
Brigham,  or  any  of  its  subsidiaries,  has  a  participating  interest.  All
significant  intercompany  accounts  and  transactions  have  been  eliminated.

     The  accompanying  consolidated  financial statements are unaudited, and in
the opinion of management, reflect all adjustments that are necessary for a fair
presentation of the financial position and results of operations for the periods
presented.  All  such  adjustments  are  of  a  normal and recurring nature. The
results  of  operations for the periods presented are not necessarily indicative
of  the  results  to be expected for the entire year. The unaudited consolidated
financial  statements  should  be read in conjunction with Brigham's 2001 Annual
Report  on  Form 10-K pursuant to Section 13 or 15(d) of the Securities Exchange
Act  of  1934.

3.   COMMITMENTS AND CONTINGENCIES

     Brigham is, from time to time, party to certain lawsuits and claims arising
in  the  ordinary  course  of business. While the outcome of lawsuits and claims
cannot  be predicted with certainty, management does not expect these matters to
have  a  materially  adverse  effect  on  the  financial  condition,  results of
operations  or  cash  flows  of  Brigham.

     On  November  20,  2001,  Brigham  filed a lawsuit in the District Court of
Travis County, Texas against Steve Massey Company, Inc. ("Massey") for breach of
contract.  The  Petition  claims  Massey  furnished defective casing to Brigham,
which  ultimately  led to the casing failure of the Palmer "347" No. 5 well (the
"Palmer #5") and the loss of the Palmer #5 as a producing well. Brigham believes
the  amount  of  damages incurred due to the loss of the Palmer #5 may exceed $5
million.  Massey  joined  as  additional defendants to the lawsuit other parties
that  had  responsibility for the manufacture, importation or fabrication of the
casing for its use in the Palmer #5. The case is currently in discovery. A trial
has not been set. Brigham believes a trial will not take place before the second
quarter  of  2003.

     On  February  20, 2002, Massey filed an Original Petition to Foreclose Lien
in  Brooks County, Texas. Massey's Petition claims Brigham breached its contract
for  failure  to  pay for the casing it furnished Brigham for the Palmer #5 (and
that Brigham's claim is defective, forming the basis of the lawsuit described in
the  paragraph  above).  Massey's Petition claims Brigham owes Massey a total of
$445,819.  Brigham  recently  filed a Motion to Transfer Venue to Travis County,
Texas,  to  join  this case with Brigham's suit against Massey pending in Travis
County. In addition, Brigham has asked for a Plea in Abatement to place the case
on  hold until the Travis County suit has been resolved. If Massey is successful
in  its  Brooks  County  case, Massey would have the right to foreclose its lien
against the well, associated equipment and Brigham's leasehold interest. At this
point  in  time,  Brigham cannot predict the outcome of either the Travis County
case  or  the  Brooks  County  case.

     On  June 1, 2001, Leonel Garcia, a landowner in Brooks County, Texas, filed
suit  against  Brigham,  claiming  Brigham  transported  natural  gas  under his
property through an existing pipeline, without his consent. Brigham is now using
an  alternate  pipeline.  Mr. Garcia was claiming $1.2 million in actual damages
and  $3 million in exemplary damages. The parties have entered into a settlement
agreement. The impact on Brigham's financial condition, results of operation and
cash  flow  is  not  material.


                                        5
<PAGE>
                           BRIGHAM EXPLORATION COMPANY

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)


4.   NET INCOME (LOSS) PER SHARE

     Basic  earnings per common share are computed by dividing net income (loss)
available to common stockholders by the weighted average number of common shares
outstanding  for  the  period.  The computation of diluted net income (loss) per
share  reflects  the  potential dilution that could occur if securities or other
contracts  to  issue  common  stock  were exercised for or converted into common
stock  or  resulted in the issuance of common stock that would then share in the
earnings  of  Brigham.  The  number  of common shares equivalents outstanding is
computed  using  the  treasury  stock  method.

     The following table reconciles the numerators and denominators of the basic
and  diluted  earnings  per  common  share  computations  for  net income (loss)
available  to  common stockholders for the three months ended March 31, 2002 and
2001:

<TABLE>
<CAPTION>
                                                                     Three months ended
                                                                          March 31,
                                                                     -----------------
                                                                       2002     2001
                                                                     --------  -------
<S>                                                                  <C>       <C>
Basic Earnings per Share:
  Income (loss) available to common stockholders                     $(1,332)  $   424
                                                                     ========  =======

  Weighed average common shares outstanding                           16,016    15,983
                                                                     ========  =======

  Basic Earnings per Share                                           $ (0.08)  $  0.03
                                                                     ========  =======

Diluted Earnings per Share:
  Income (loss) available to common stockholders                     $(1,332)  $   424
  Plus amortization of compensation expense on stock options               -         4
                                                                     --------  -------

  Adjusted income (loss) available to common stockholders - diluted  $(1,332)  $   428
                                                                     ========  =======

  Weighted average common shares outstanding                          16,016    15,983
  Effect of potentially dilutive securities:
    Warrants                                                               -     1,320
    Stock options                                                          -       585
                                                                     --------  -------
  Potentially dilutive common shares                                       -     1,905
                                                                     --------  -------

  Adjusted weighted average common shares outstanding - diluted       16,016    17,888
                                                                     ========  =======

  Diluted Earnings per Share                                         $ (0.08)  $  0.02
                                                                     ========  =======
</TABLE>

     At  March  31, 2002 and 2001, options and warrants to purchase 18.9 million
and 14.3 million shares of common stock, respectively, were outstanding but were
not  included  in the computation of diluted income (loss) per share because the
effects  would  have  been  antidilutive.

5.   DERIVATIVE INSTRUMENTS

     Brigham  utilizes various commodity swap and option contracts to (i) reduce
the  effects  of  volatility  in  price  changes  on  the  oil  and  natural gas
commodities it produces and sells, (ii) support its capital budgeting plans, and
(iii)  lock-in  prices  to  protect  the  economics  related  to certain capital
projects.

     At  March  31,  2002,  the  fair  value  of  hedging  contracts included in
accumulated  other  comprehensive  loss  and other liabilities was approximately
$2.0  million  of  which approximately $270,000 was classified as noncurrent. In


                                        6
<PAGE>
                           BRIGHAM EXPLORATION COMPANY

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)


the  three  months  ended  March  31,  2002  and  2001, Brigham recognized gains
(losses)  of  $289,000  and  $(6.6)  million  which were recorded as an increase
(reduction)  of  oil  and  natural  gas  sales.

     Derivative  instruments not qualifying as hedging contracts are recorded at
fair  value  on  the  balance  sheet.  At  each balance sheet date, the value of
derivatives  not  qualifying as hedging contracts is adjusted to reflect current
fair value and any gains or losses are recognized as other income or expense. At
March  31,  2002,  the fair value of these derivatives included in other current
liabilities  was  $635,000.  In  the three months ended March 31, 2002 and 2001,
Brigham  recognized  $(251,000)  and  $221,000,  respectively, in non-cash gains
(losses)  related  to  changes in the fair values of these derivative contracts.
There  were  no cash settlement payments made by Brigham to the counterparty for
the  three  months  ended  March  31,  2002  and  2001.

     The  following  tables  summarize Brigham's outstanding oil and natural gas
derivative  instruments  as  of  March  31,  2002:

<TABLE>
<CAPTION>
OIL CONTRACTS
                                              2002                 2003
                                       --------------------  -----------------
                                        VOLUMES   CONTRACT   VOLUMES  CONTRACT
FIXED PRICE    PRICING    REMAINING     HEDGED     PRICE     HEDGED    PRICE
SWAPS           BASIS   CONTRACT TERM   (BBLS)    ($/BBL)    (BBLS)   ($/BBL)
-------------  -------  -------------  --------  ----------  -------  --------
<S>            <C>      <C>            <C>       <C>         <C>      <C>

  Contract #1  NYMEX    07/02 - 09/02    46,000  $    25.06        -         -
  Contract #2  NYMEX    10/02 - 12/02    23,000  $    24.50        -         -
  Contract #3  NYMEX    01/03 - 03/03         -           -   22,500  $  23.92
  Contract #4  NYMEX    04/03 - 06/03         -           -   22,750  $  23.50
  Contract #5  NYMEX    07/03 - 09/03         -           -   23,000  $  23.15
  Contract #6  NYMEX    10/03 - 12/03         -           -   23,000  $  22.90

</TABLE>

<TABLE>
<CAPTION>
                                                  2002                        2003
                                       ---------------------------  -------------------------
                                                      PRICE                       PRICE
                                       VOLUMES  ------------------  VOLUMES  ----------------
              PRICING     REMAINING     HEDGED    FLOOR    CEILING  HEDGED    FLOOR   CEILING
COLLARS        BASIS   CONTRACT  TERM   (BBLS)   ($/BBL)    (BBLS)  ($/BBL)  ($/BBL)  ($/BBL)
------------  -------  --------------  -------  ---------  -------  -------  -------  -------
<S>           <C>      <C>             <C>      <C>        <C>      <C>      <C>      <C>

  Collar # 1  NYMEX     04/02 - 06/02   22,750  $   18.00  $ 21.95        -        -        -
  Collar # 2  NYMEX     04/02 - 12/02   68,750  $   18.00  $ 22.35        -        -        -
  Collar # 3  NYMEX     04/02 - 06/03   68,750  $   18.00  $ 22.56   45,250  $ 18.00  $ 22.56
</TABLE>


                                        7
<PAGE>
<TABLE>
<CAPTION>
                           BRIGHAM EXPLORATION COMPANY

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)


NATURAL GAS CONTRACTS
                                                 2002                 2003
                                          --------------------  --------------------
                                          VOLUMES   CONTRACT    VOLUMES    CONTRACT
FIXED PRICE      PRICING     REMAINING     HEDGED     PRICE      HEDGED     PRICE
SWAPS             BASIS    CONTRACT TERM  (MMBTU)   ($/MMBTU)   (MMBTU)   ($/MMBTU)
---------------  --------  -------------  --------  ----------  --------  ----------
<S>              <C>       <C>            <C>       <C>         <C>       <C>

  Contract #1    NYMEX     04/02 - 06/02   227,500  $    2.800         -           -
  Contract #2    NYMEX     04/02 - 12/02   687,500  $    2.900         -           -
  Contract #3    NYMEX     04/02 - 06/03   687,500  $    3.000   452,500  $    3.000
  Contract #4    NYMEX     07/02 - 09/02   230,000  $    3.200         -           -
  Contract #5    NYMEX     10/02 - 12/02    92,000  $    3.455         -           -
  Contract #6    NYMEX     01/03 - 03/03         -           -   225,000  $    3.700
  Contract #7    NYMEX     04/03 - 06/03         -           -    91,000  $    3.400
  Contract #8    NYMEX     07/03 - 09/03         -           -   230,000  $    3.450
  Contract #9    NYMEX     10/03 - 12/03         -           -    92,000  $    3.670

FIXED PRICE CAP  ANR       04/02 - 06/02   910,000  $    2.566         -           -
                 Oklahoma
</TABLE>


     In  April  2002,  Brigham  entered  into  six  natural gas fixed price swap
agreements  whereby  Brigham  exchanged  a  floating  market  price  for a fixed
contract  price  of  $3.56 per MMBtu for 2,500 MMBtu per day for the period from
July  2002  through  September 2002, $3.755 per MMBtu on 2,500 MMBtu per day for
the  period  from  October 2002 through December 2002, $3.895 per MMBtu on 2,500
MMBtu  per  day  for the period from January 2003 through March 2003, $3.515 per
MMBtu  on  2,500 MMBtu per day for the period from April 2003 through June 2003,
$3.555  per  MMBtu  on 2,500 MMBtu per day for the period from July 2003 through
September  2003, and $3.755 per MMBtu on 2,500 MMBtu per day for the period from
October  2003  through  December  2003. These derivative instruments qualify for
hedge  accounting  and  will  be  designated  as  cash  flow  hedges.

6.   RECENT ACCOUNTING PRONOUNCEMENTS

     In  June 2001, the Financial Accounting Standards Board issued Statement of
Financial  Standards  No. 143, "Asset Retirement Obligations" ("SFAS 143") which
establishes  accounting  requirements for retirement obligations associated with
tangible  long-lived  assets  including the timing of the liability recognition,
initial  measurement  of  the  liability, allocation of asset retirement cost to
expense,  subsequent  measurement  of  the  liability  and  financial  statement
disclosures.  SFAS  143 requires that an asset retirement cost be capitalized as
part  of  the cost of the related long-lived asset and subsequently allocated to
expense  using a systematic, rational method. Brigham plans to adopt SFAS 143 no
later  than  January  1,  2003, as required. The transition adjustment resulting
from  the  adoption  will  be  reported  as  a  cumulative effect of a change in
accounting  principle.  At  this  time,  Brigham  cannot reasonably estimate the
effect  of  the  adoption  of  SFAS  143  on  its financial position, results of
operations  or  cash  flows.


                                        8
<PAGE>
ITEM  2.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF FINANCIAL CONDITION AND
             RESULTS  OF  OPERATIONS

RESULTS  OF  OPERATIONS

Comparison of the three month periods ended March 31, 2002 and 2001

     Production. Net equivalent production volumes for the first three months of
2002  increased  10% to 2.3 Bcfe (25.3 MMcfe per day) compared to 2.1 Bcfe (22.9
MMcfe  per  day) for the first three months of 2001. This increase is the result
of  additional  production  related  to wells completed during late 2001 and the
first  quarter  of  2002 and is offset partly by the natural decline of existing
production.  Natural  gas  production  represented  59%  of  total  equivalent
production  volumes  in  the  first quarter of 2002 compared to 78% in the first
quarter  of 2001. Natural gas production declined 17% from 1,610 MMcf (17.9 MMcf
per  day)  in the first quarter of 2001 to 1,344 MMcf (14.9 MMcf per day) in the
first  quarter  of  2002. Oil production increased 104% to 155 MBbls (1,720 Bbls
per  day)  in  the first quarter of 2002 from 76 MBbls (841 Bbls per day) in the
first  quarter  of  2001.

     Revenue  from  the  sale  of oil and natural gas. Oil and natural gas sales
declined  7%  from  $6.9 million in the first quarter of 2001 to $6.4 million in
the  first quarter of 2002. A 15% decrease in Brigham's average equivalent sales
price  received  for natural gas and oil was partially offset by $1.3 million in
revenue  related  to  increased  production  volumes.

     Brigham's  average  realized  sales  price  for  natural  gas for the first
quarter  of 2002 was 18% lower than the average realized sales price for natural
gas  in  the  first  quarter of 2001. Total revenue from the sale of natural gas
decreased  33%  to  $3.3  million  in the first quarter of 2002 compared to $4.9
million  in  the  first quarter of 2001. Cash settlements on natural gas hedging
contracts  of $339,000 ($0.25 per Mcf) positively impacted Brigham's revenue and
average  realized  natural gas sales price in the first quarter of 2002 compared
to  a  negative  impact  of  $6.6 million ($4.08 per Mcf) in cash settlements on
natural  gas  hedging  contracts  in  2001.

     The  average realized sales price for oil decreased 25% from $26.74 per Bbl
in  the  first  quarter  of  2001 to $19.93 per Bbl for the same period in 2002.
Higher  oil  production  volumes  for  the  first quarter 2002 resulted in a 52%
increase  in  revenue  from  the sale of oil to $3.1 million for the first three
months  of  2002  compared  to  $2.0  million  for the same time period in 2001.
Revenues  from  the  sale  of oil and Brigham's average realized oil sales price
were  negatively  affected  by  hedging losses of $50,000 ($0.32 per Bbl) in the
first quarter of 2002 and hedging losses of $75,000 ($1.00 per Bbl) for the same
period  in  2001.

     Other  revenue.  Other  revenue  decreased  93%  from $138,000 in the first
quarter  of  2001  to  $10,000  in  the  first quarter of 2002. This decrease is
primarily  due  to other revenue for the first quarter 2001 included retroactive
billings  for  natural  gas  pipeline  transportation  revenue.

     Lease  operating  expenses.  Lease  operating  expenses  increased 23% from
$706,000  in the first quarter of 2001 to $871,000 in the first quarter of 2002,
and,  on  a per unit of equivalent production basis increased 12% from $0.34 per
Mcfe  to  $0.38 per Mcfe. The increase in lease operating expenses was primarily
due to an increase in the number of producing wells in the first quarter of 2002
as  compared  with  the  same  period  in  2001. The increase in lease operating
expenses  per unit in the first quarter of 2002 relative to the first quarter of
2001 was primarily due to higher than normal maintenance and workover expense on
certain  Brigham  operated  wells.

     Production taxes. Production taxes decreased 24% from $466,000 in the first
quarter  of  2001  to  $353,000  in  the first quarter of 2002. This decrease is
primarily  related  to  production tax refunds on wells that qualify for reduced
severance  tax rates and a 59% decrease in the average equivalent price received
for  natural gas and oil before the effects of hedging gains and losses, both of
which  were partially offset by an increase in production volumes. On a per unit
of  equivalent  production basis, production taxes for the first three months of
2002  decreased by 30% to $0.16 per Mcfe compared to $0.23 per Mcfe for the same
time  period  in  2001.


                                        9
<PAGE>
     General  and  administrative  expenses. General and administrative expenses
increased  18%  from  $817,000  in  the first quarter of 2001 to $964,000 in the
first quarter of 2002. This increase was primarily due to an increase in payroll
and employee benefit and office expenses. On a per unit of equivalent production
basis,  general  and administrative expenses increased by 5% from $0.40 per Mcfe
in  the  first  quarter  of 2001 to $0.42 per Mcfe in the first quarter of 2002.

     Depletion  of  oil and natural gas properties. Depletion of oil and natural
gas  properties  increased 24% from $2.5 million in the first quarter of 2001 to
$3.1  million  in  first  quarter  of  2002.  Of  this  increase,  $289,000  was
attributable to higher production volumes and $371,000 was due to an increase in
the  depletion  rate  per  unit  of  equivalent  production.  On  a  per unit of
equivalent production basis, depletion expense increased 15% from $1.20 per Mcfe
in the first quarter of 2001 to $1.38 per Mcfe in the first quarter of 2002. The
increase  in  the  depletion rate per unit of equivalent production is primarily
due  to  an  increase  in the estimated cost required to fully develop Brigham's
Home  Run  Field.

     Interest  expense.  Interest  expense  decreased from $1.8 million in first
quarter  of  2001 to $1.4 million in the first quarter of 2002. This decrease is
due  to  lower  interest  rates  on outstanding debt borrowings during the first
quarter  of  2002 as compared to the same period for 2001. The average effective
interest  rate  on Brigham's total outstanding indebtedness decreased from 10.9%
in  the first quarter of 2001 to 7.4% in the first quarter of 2002. The decrease
in  Brigham's  average effective interest is primarily the result of lower LIBOR
rates  for  the  first quarter of 2002 as compared to the first quarter of 2001.
Brigham's  weighted  average outstanding debt balance for the first three months
of  2002  was $94.2 million compared to $88.3 million for the first three months
of  2001.  Interest  expense for the first quarter 2002 included (i) $227,000 in
interest  expense  that was paid in kind through the issuance of additional debt
in  lieu  of  cash,  and  (ii)  $286,000  of  non-cash  charges  related  to the
amortization  of  deferred  loan  fees.  Interest  expense  is  reflected net of
capitalized  interest  of  $572,000  and  $300,000 in the first quarter 2001 and
2002,  respectively.

     Other  income  (expense). Other income (expense) decreased from $221,000 in
income  for  the  first  quarter  of  2001  to $248,000 in expense for the first
quarter of 2002. Brigham recognizes other income or expense primarily related to
the  change  in  the fair market value and the related cash flows of certain oil
and  natural  gas  derivative contracts that do not qualify for hedge accounting
treatment.  Other  income  (expense)  in  the  first  quarter  of 2001 consisted
entirely  of  $221,000  of  non-cash  income  related to the changes in the fair
market  values  of  these  derivative  contracts during the period. Other income
(expense)  in  the  first  quarter  of  2002  consisted primarily of $251,000 of
non-cash  expense  related  to the change in the fair market value of derivative
contracts  during  the  period.


                                       10
<PAGE>
LIQUIDITY  AND  CAPITAL  RESOURCES

     Brigham's  primary  sources  of capital have been credit facility and other
debt  borrowings, public and private equity financings, the sale of interests in
projects  and  properties  and  funds generated by operations. Brigham's primary
capital  requirements are 3-D seismic acquisition, processing and interpretation
costs,  land  acquisition  costs  and  drilling  expenditures.

     The  following  table  summarizes Brigham's contractual cash obligations at
March  31,  2002  and  the  effect  such obligations are expected to have on its
liquidity  and  cash  flow  in  future  periods:

<TABLE>
<CAPTION>
                                                            PAYMENTS DUE BY YEAR
                                                            --------------------
                                        TOTAL      REMAINDER
CONTRACTUAL OBLIGATIONS:             OUTSTANDING    OF 2002    2003 - 2004   2005 - 2006   THEREAFTER
-----------------------------------  ------------  ----------  ------------  ------------  -----------
                                                              (IN THOUSANDS)
<S>                                  <C>           <C>         <C>           <C>           <C>

Senior Credit Facility(1) . . . . .  $     75,000  $        -  $     75,000  $          -  $         -
Subordinated Notes Facility(2). . .        20,948           -             -        20,948            -
Capital Leases. . . . . . . . . . .            17          17             -             -            -
Non-cancelable Operating Leases . .         4,616         652         1,762         1,762          440
                                     ------------  ----------  ------------  ------------  -----------

Total Contractual Cash Obligations.  $    100,581  $      669  $     76,762  $     22,710  $       440
                                     ============  ==========  ============  ============  ===========

<FN>
---------------
(1)  The $75 million shown as scheduled for payment in 2003 represents the March
     31,  2002  balance  outstanding  on the Senior Credit Facility. The Company
     expects  to renew as this Senior Credit Facility comes due. See "-Liquidity
     and  Capital  Resources-Senior  Credit  Facility"

(2)  Through  November  2002, up to 50% of Brigham's interest payment obligation
     on  its  Subordinated  Notes  Facility  can be satisfied by payment-in-kind
     ("PIK")  through the issuance of additional SCI Notes to Shell Capital Inc.
     in  lieu  of  cash.  See  "-Liquidity  and  Capital  Resources  Refinancing
     Transactions-Subordinated  Notes  Facility"
</TABLE>

     Senior  Credit  Facility

     In  January  1998,  Brigham  entered  into a revolving credit agreement (as
amended,  the "Senior Credit Facility"), which provided for an initial borrowing
availability  of  $75  million.  The Senior Credit Facility was amended in March
1999  to  reduce  the  borrowing availability, extend the date of borrowing base
redetermination,  modify certain financial covenants, include certain additional
covenants  that place restrictions on Brigham's ability to incur certain capital
expenditures,  and  to  increase  the  interest  rate on outstanding borrowings.

     As  a  result  of  the  completion  of  the majority of Brigham's strategic
initiatives  to  improve its capital resources, including its June 1999 property
divestitures  and the application of the net sales proceeds to reduce borrowings
outstanding  under  the  Senior  Credit Facility, Brigham and its senior lenders
entered  into  an  amendment  to  the  Senior Credit Facility in July 1999. This
amendment  provided  Brigham  with  borrowing  availability  of  $56 million. As
consideration  for  this  amendment,  in  July 1999 Brigham issued to its senior
lenders  warrants to purchase an aggregate of 1,000,000 shares of Brigham common
stock  at  an  exercise price of $2.25 per share. The warrants have a seven-year
term from the date of issuance and are exercisable at the holders' option at any
time.  An  estimated  value  of $1.2 million was attributed to these warrants by
Brigham  and  was  recognized  as  additional  deferred  loan  fees that will be
amortized and included in interest expense over the remaining period to maturity
of  the  Senior  Credit  Facility.

     In  February  2000,  Brigham  entered  into  an amended and restated Senior
Credit  Facility  with  its existing senior lenders and a new senior lender. The
Senior  Credit  Facility  was  further  amended in October 2000. The amended and
restated  Senior  Credit Facility provides Brigham with $75 million in borrowing


                                       11
<PAGE>
availability  for  a  three-year  term.  In  December 2001, Brigham extended the
maturity  of  the  amended  and  restated  Senior Credit Facility by one year to
December  31,  2003.

     As  a  result  of  the  February 2000 amendments, $30 million of the Senior
Credit Facility held by one of the lenders is convertible into shares of Brigham
common  stock (the "Convertible Notes") in the following amounts and prices: (i)
$10  million  is convertible at $3.90 per share, (ii) $10 million is convertible
at  $6.00  per share and (iii) $10 million is convertible at $8.00 per share. As
of  March  31, 2002, Brigham had $75 million in borrowings outstanding under the
Senior  Credit  Facility,  of  which  the  Convertible  Notes  were $30 million.

     In connection with Brigham's refinancing of its subordinated notes due 2003
(see  "-Subordinated  Notes"  and  "-Refinancing Transactions") in October 2000,
Brigham  entered  into  an  amendment  to the Senior Credit Facility that, among
other things, permitted the issuance of new subordinated notes and new preferred
stock  to  provide funding for the repurchase of the subordinated notes due 2003
and  equity  interests in Brigham held by the Enron Affiliates. In addition, the
minimum  interest  coverage ratio test of the Senior Credit Facility was amended
to  reflect  Brigham's  expected cash flow and interest expense beginning in the
fourth  quarter  of 2000 subsequent to the Refinancing Transactions, and Brigham
conditionally  waived  certain  rights to force conversion of the portion of the
borrowings  under  the  Senior Credit Facility that are convertible at $3.90 per
share.

     If  the Senior Credit Facility is repaid at maturity or is prepaid prior to
maturity  without  payment  of  cash  premiums, the warrants to purchase Brigham
common  stock issued to the new participant in the Senior Credit Facility become
exercisable.  Further,  to  the  extent  Brigham  chooses  to  prepay any of the
Convertible  Notes  without the warrants becoming exercisable, and also assuming
the  lender  chooses  not  to  convert to equity upon notice of such prepayment,
Brigham  will  be  required  to  a  pay  a  premium  above the face value of the
Convertible  Notes  to the lender. Such premium amounts would range from 150% to
110%,  depending  upon  the  timing of the prepayment. Such prepayment, however,
would  require  prior  approval  of  the  original  lenders to the Senior Credit
Facility. In addition, certain financial covenants of the Senior Credit Facility
were  amended  or  added  in  the  July  1999,  February  2000  and October 2000
amendments.  In  connection  with the February 2000 amendment, Brigham reset the
price  of  the  warrants  previously  issued  to  its existing senior lenders to
purchase  one  million  shares  of  Brigham  common  stock from the then current
exercise  price  of  $2.25  per  share  to  $2.02  per  share.

     Principal  outstanding  under the Senior Credit Facility is due at maturity
on  December  31,  2003,  with  interest  due  monthly for base rate tranches or
periodically  as  LIBOR tranches mature. The annual interest rate for borrowings
under  the Senior Credit Facility is either the lender's base rate or LIBOR plus
3.00%,  at  Brigham's option. The interest rate on the Senior Credit facility at
March  31,  2002  was  4.9%.  Obligations  under  the Senior Credit Facility are
secured  by  substantially  all  of Brigham's oil and natural gas properties and
other  tangible  assets.

     The  Senior  Credit  Facility  has  certain  financial covenants, including
current  and  interest  coverage ratios. Brigham and its senior lenders effected
the  amendments  to the Senior Credit Facility described above in part to enable
Brigham  to  comply  with  certain  financial  covenants  of  the  Senior Credit
Facility,  including  the  minimum current ratio minimum interest coverage ratio
and  the  limitation  on  capital  expenditures  related  to  seismic  and  land
activities.  Should Brigham be unable to comply with certain of the financial or
other  covenants,  its  senior  lenders  may be unwilling to waive compliance or
amend  the covenants in the future. In such instance, Brigham's liquidity may be
adversely  affected,  which  could  in turn have an adverse impact on its future
financial position and results of operations. At March 31, 2002 and for the year
then  ended,  Brigham  was  in  compliance  with  the  covenants.

     Subordinated  Notes

     In August 1998, Brigham issued $50 million of debt and equity securities to
affiliates  of  Enron  Corp. The securities issued by Brigham in connection with
this  financing  transaction included: (i) $40 million of subordinated notes due
2003,  (ii)  warrants  to purchase an aggregate of one million shares of Brigham
common  stock  at  a  price  of  $10.45 per share, and (iii) 1,052,632 shares of
Brigham  common  stock  at  a  price  of  $9.50  per  share.


                                       12
<PAGE>
     As  described  below,  Brigham repurchased the subordinated notes due 2003,
together  with all equity interests in Brigham held by the Enron Affiliates, for
$20  million  in  cash  in  November  2000.  (see  "-Refinancing  Transactions")

Refinancing  Transactions

     On  October 31, 2000 and November 1, 2000, Brigham entered into a series of
financing  agreements  to  provide  funding  (i)  to repurchase all the debt and
equity  securities  in  Brigham  held  by affiliates of Enron North America at a
substantial discount, and (ii) to continue and expand Brigham's planned drilling
program.

     Financing  and Repurchase Transactions.  Brigham raised an aggregate of $40
million  in these financing transactions through the issuance of (i) $20 million
in new subordinated notes and warrants to purchase Brigham common stock to Shell
Capital Inc., and (ii) $20 million in new mandatorily redeemable preferred stock
and  warrants  to  purchase  Brigham common stock to affiliates of Credit Suisse
First Boston (USA), Inc. (the "CSFB Affiliates"). With a portion of the proceeds
from  these  two  financing  transactions,  Brigham  purchased  all of the Enron
Affiliates'  interests  in  Brigham,  which  included  (i)  $51.2  million  of
outstanding  subordinated  notes  due  2003  and  associated  accrued  interest
obligations,  (ii)  warrants  to  purchase one million shares of common stock at
$2.43  per  share, and (iii) 1,052,632 shares of common stock (collectively, the
"Enron  Securities"), for total cash consideration of $20 million. The remaining
approximate  $17.5  million  in  net  capital  availability  raised  from  these
financing  transactions,  after  the  repurchase of the Enron Securities and the
payment  of  fees  and  expenses,  was available for Brigham to fund its planned
drilling  program.

     Subordinated  Notes  Facility.  The  $20  million of new subordinated notes
issued to Shell Capital Inc. (the "SCI Notes") bear interest at 10.75% per annum
and  have  no  principal  repayment  obligations until maturity in 2005. The SCI
Notes  will be issued pursuant to a multi-draw facility (the "Subordinated Notes
Facility") at borrowing increments of at least $1 million, and such funds cannot
be  redrawn  once  they  have been repaid. At Brigham's option, up to 50% of the
interest  payments  on the SCI Notes during the first two years can be satisfied
by  payment-in-kind ("PIK") through the issuance of additional SCI Notes in lieu
of  cash.  The  SCI  Notes  are  secured obligations ranking junior to Brigham's
existing  $75  million  Senior  Credit  Facility. The SCI Notes have a five-year
maturity, are redeemable at Brigham's option for face value at anytime, and have
certain  financial and other covenants. The warrants to purchase an aggregate of
1,250,000  shares of Brigham common stock issued to Shell Capital Inc. (the "SCI
Warrants")  have a term of seven years, an exercise price of $3.00 per share and
a  cashless exercise feature. For financial reporting purposes, the SCI Warrants
were  valued  using the Black-Scholes valuation model and the estimated value of
$2.9 million was recorded as deferred loan costs that will be amortized over the
five-year  term  of  the  SCI  Notes.  During  the first quarter of 2002 Brigham
exercised  its  option  to  PIK  50%  of  the interest payments on the SCI Notes
resulting  in  the  issuance of an additional $227,000 in SCI Notes. As of March
31,  2002,  Brigham  had  $20.9  million  of  borrowings  outstanding  under the
Subordinated  Notes  Facility  and  no  additional  borrowing  capacity.

     The  SCI  Notes  contain  various  restrictive  covenants  and  compliance
requirements,  which  include  minimum  current  ratio, interest coverage ratio,
limitations  on capital expenditures related to seismic and land activities, and
various  other  financial  covenants.  At  March  31, 2002 and for the year then
ended,  Brigham  was  in  compliance  with  the  covenants.

          Series  A  Preferred  Stock.  See  "-Liquidity  and  Capital
Resources-Equity  Placements-Series  A  Preferred  Stock"

Sales of Interests in Projects and Oil and Natural Gas Properties

     Duke  Project  Financing.  In February 1999, Brigham entered into a project
financing arrangement with Duke Energy Financial Services, Inc. ("Duke") to fund
the  continued  exploration  of  five  Anadarko  Basin  projects  covered  by
approximately  200  square  miles  of 3-D seismic data acquired in 1998. In this
transaction, Brigham conveyed 100% of its working interest (land and seismic) in
these  project  areas  to  a  newly  formed  limited  liability  company  (the


                                       13
<PAGE>
"Brigham-Duke LLC") for total consideration of $10 million. Brigham entered into
this  project  financing arrangement to enable it to recoup substantially all of
its  pre-seismic  land  and  seismic  data  acquisition  costs incurred in these
project  areas  and to provide the capital to fund the drilling of the first six
wells  within  these  projects.  Brigham  served  as  the managing member of the
Brigham-Duke LLC with a 1% interest, and Duke was the sole remaining member with
a 99% interest. Pursuant to the terms of the Brigham-Duke LLC agreement, Brigham
paid  100%  of  the  drilling  and completion costs for all wells drilled by the
Brigham-Duke  LLC  within  the  designated  project  areas in exchange for a 70%
working  interest in the wells (and their allocable drilling and spacing units),
with  the  remaining  30%  working  interest  remaining in the Brigham-Duke LLC,
subject in each instance to proportionate reduction by any ownership rights held
by third parties. Upon 100% project payout, Brigham had the right to back-in for
80%  of  the  Brigham-Duke  LLC's  working interest in all of the then producing
wells  (and  their  allocable  drilling  and  spacing  units)  and a 94% working
interest  in  any wells (and their allocable drilling and spacing units) drilled
after  payout  within  the designated project areas governed by the Brigham-Duke
LLC  agreement,  thereby  increasing Brigham's effective working interest in the
Brigham-Duke  LLC  wells  from  70%  to 94%. In February 2001, Duke, as majority
member  of  the Brigham-Duke LLC, elected to dissolve the Brigham-Duke LLC. As a
result  of  the  dissolution  of the Brigham-Duke LLC, the remaining undeveloped
land  and seismic data in the Brigham-Duke LLC project areas was unconditionally
owned  by  Duke.  In  December  2001,  Brigham recorded a loss of $94,000 on its
investment  in  the  Brigham-Duke  LLC.

Equity  Placements

     Private  Placement  of Common Stock.  On February 22, 2000, Brigham entered
into an agreement to issue 2,195,122 shares of common stock and 731,707 warrants
to  purchase  common  stock for total consideration of $4.5 million in a private
placement to a group of institutional investors led by affiliates of two members
of Brigham's board of directors. The equity sale consisted of units that include
one share of common stock priced at $2.0525 per share and one-third of a warrant
to  purchase Brigham common stock at an exercise price of $2.5625 per share with
a  three-year  term.  Pricing  of this private equity placement was based on the
average  market price of Brigham common stock during a twenty trading day period
prior  to  issuance. Net proceeds from this equity placement were used to fund a
portion of Brigham's capital expenditures and working capital obligations during
2000.  Warrants  associated with this transaction will expire February 22, 2003.

     Series  A Preferred Stock.  On November 1, 2000, $20 million of mandatorily
redeemable  preferred  stock  (the  "Series  A  Preferred  Stock") was issued to
affiliates  of Credit Suisse First Boston (USA), Inc., which bear dividends at a
rate  of  6%  per annum if paid in cash and 8% per annum if paid-in-kind through
the  issuance  of  additional  Series  A  Preferred  Stock  in  lieu of cash. At
Brigham's  option, up to 100% of the dividend payments on the Series A Preferred
Stock  during  the  first  five  years (expiring November 2005) can be satisfied
through  the  issuance  of  PIK  dividends.  The  Series A Preferred Stock has a
ten-year  maturity  and is redeemable at Brigham's option at 100% or 101% of par
value  (depending  upon  certain  conditions)  at  anytime  prior  to  maturity.
Warrants,  to  purchase an aggregate of 6,666,667 shares of Brigham common stock
were  also issued to the CSFB Affiliates (the "Series A Warrants"), which have a
term  of  ten years, an exercise price of $3.00 per share and must be exercised,
if  Brigham  so  requires,  in  the event that Brigham common stock trades at or
above $5.00 per share for 60 consecutive trading days. The exercise price of the
Series  A  Warrants is payable either in cash or in shares of Series A Preferred
Stock,  valued  at liquidation value plus accrued dividends. If Brigham requires
exercise  of  the  Series A Warrants, proceeds from the exercise of the Series A
Warrants  will  be  used  to  fund  the  redemption  of  a similar value of then
outstanding  Series  A  Preferred  Stock.

     For  financial  reporting  purposes,  the  Series A Warrants were valued at
$11.5  million  using  the  Black-Scholes  valuation  model and were recorded as
additional  paid-in capital in the year ended December 31, 2000. Pursuant to the
terms  of  the  securities  purchase agreement related to the Series A Preferred
Stock,  Brigham  agreed  to  nominate  one  representative  of  one  of the CSFB
Affiliates  to  serve as a member of Brigham's board of directors so long as the
CSFB  Affiliates  or their affiliates own at least 10% of the Series A Preferred
Stock  issued  in  November  2000,  or  at least 5% of the outstanding shares of
Brigham  common  stock.

     Additional  Series  A  Preferred Stock.  On March 5, 2001, Brigham sold $10
million  of  additional  Series  A  Preferred  Stock and warrants (the "New CSFB
Warrants")  to  the  CSFB  affiliates  in  a  private placement transaction. The
conditions  to  Brigham's  receipt  of  the  proceeds from this transaction were
fulfilled  on  March 22, 2001. The New CSFB Warrants to purchase an aggregate of
2,105,263  shares  of Brigham common stock have a term of ten years, an exercise
price  of  $4.75 per share and must be exercised, if Brigham so requires, in the
event  that  Brigham  common  stock trades at an average of at least 150% of the


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<PAGE>
exercise  price  (currently,  $7.125 per share) for 60 consecutive trading days.
The  exercise  price  of  the  New CSFB Warrants is payable either in cash or in
shares  of  Series  A  Preferred Stock, valued at liquidation value plus accrued
dividends.  If Brigham requires exercise of the New CSFB Warrants, proceeds from
the  exercise  of the New CSFB Warrants will be used to fund the redemption of a
similar  value  of  then  outstanding  Series  A  Preferred Stock. For financial
reporting  purposes,  the  New  CSFB  Warrants were valued at approximately $4.5
million  using the Black-Scholes valuation model and were recorded as additional
paid-in  capital  in  March  2001.

     As  of  March  31, 2002 Brigham had $33.3 million (in Liquidation Value) of
Series  A  Preferred  stock  outstanding.

Cash  Flow  Analysis

     Cash  Flows  from  Operating  Activities.  Cash flows provided by operating
activities  were $4.0 million in the first three months of 2002, which consisted
of  $3.3  million  in  net  operating  cash flow (net cash provided by operating
activities  before  changes  in  operating  assets  and  liabilities)  and a net
$661,000 provided by working capital items. This compares to cash flows provided
by operating activities of $1.3 million in the first three months of 2001, which
consisted  of  $3.7  million  in  net  operating cash flow (net cash provided by
operating  activities  before changes in operating assets and liabilities) and a
net  $2.5  million  used  for  working  capital  items.

     Cash  Flows  from  Investing  Activities.  Cash  flows  used  by  investing
activities  were $5.0 million in the first three months of 2002 as compared with
$8.9  million  used  by  investing activities in the first three months of 2001.
Additions  to  oil  and  gas  properties decreased $4.3 million, or 47%, to $4.9
million  in the first three months of 2002 compared to $9.2 million for the same
period  in  2001.

     Cash  Flows  from  Financing  Activities.  Cash flows provided by financing
activities  were $3.7 million in the first three months of 2002 as compared with
$18.9  million  in  the  first  three months of 2001. The cash flows provided by
financing  activities  during  the first three months of 2002 resulted primarily
from  $4.0  million  in  additional  borrowings  under  the  Subordinated  Notes
Facility.  The  cash  flows  provided  by  financing activities during the first
three  months  of  2001 resulted primarily from $9.0 million in borrowings under
the  Subordinated  Notes  Facility  and  the  March 2001 placement of additional
Series  A  Preferred  Stock and warrants that generated proceeds of $9.8 million
after  transaction  expenses.

Capital  Expenditures

     Brigham's  original capital spending budget for 2002 was $23.7 million. The
majority  of  Brigham's  planned  2002  expenditures will be directed toward the
drilling  of  its prospect inventory in a continued effort to focus resources on
its  primary  objective  of  growing production volumes and cash flow. For 2002,
Brigham  expects  to drill at least 26 wells with an average working interest of
32%.  Capitalizing  on  the  prior  discovery of the Home Run Field, Mills Ranch
Field,  Triple  Crown Field and Providence Field, approximately 80% of Brigham's
2002  drilling expenditures are allocated to development drilling. Spending will
be  funded  by  Brigham's  2002  discretionary cash flow, availability under its
Subordinated  Notes Facility and by its beginning cash balance. Given the recent
improvement  in  natural gas and crude oil prices, Brigham's capital expenditure
plan  for  2002  is  likely  to  exceed  the  Company's  original 2002 budget by
approximately  $5.0  million.  Brigham's  capital expenditure plan is subject to
change  if market conditions shift. In the event that commodity prices decrease,
Brigham  may  be  required  to  curtail or delay some of its planned activities.

OTHER  MATTERS

Derivative  Instruments

     Brigham  believes  that  hedging,  although  not free of risk, allows it to
reduce  its exposure to oil and natural gas sales price fluctuations and thereby
achieve  a  more  predictable  cash  flow.  However,  hedging arrangements, when
utilized,  may  limit  the  benefit to Brigham of increases in the prices of the
hedged  commodity.  Moreover,  Brigham's  hedging  arrangements generally do not
apply  to  all  of its production and thus provide only partial price protection


                                       15
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against  declines  in  commodity  prices. Brigham expects that the amount of its
hedges  will  vary  from  time  to  time.

     Total  natural  gas purchased and sold subject to swap arrangements entered
into  by  Brigham  was  675,000  MMBtu  in the first quarter of 2002 compared to
1,350,000  MMBtu  in  the  first  quarter  of  2001. Brigham accounted for these
transactions as hedging activities and, accordingly, adjusted the price received
for  natural  gas production during the period the hedged transactions occurred.
Adjustments  to the price received for natural gas under these swap arrangements
resulted in an increase in natural gas revenues of $339,000 in the first quarter
of  2002 compared to a decrease in natural gas revenues of $6.6 million in first
quarter  of 2001. In addition, Brigham's oil revenues were reduced by $50,000 in
the  first  quarter of 2002 and $75,000 in the first quarter of 2001 as a result
of  its  crude  oil  collar hedging arrangements outstanding during the year. At
March  31,  2002,  the  fair  value of hedging contracts included in accumulated
other comprehensive loss and other liabilities was approximately $2.0 million of
which  approximately  $270,000  was  classified  as  noncurrent  liabilities.

     In September 1999, Brigham sold call options on a portion of its future oil
and  natural gas production. Brigham applied the proceeds from the sale of these
call  options  to  increase  the effective fixed swap price on its then existing
natural  gas hedging contracts during the months of October 1999 through January
2000  by an average of $0.57 per MMBtu. For accounting purposes, the improvement
in Brigham's fixed natural gas swap price attributable to these transactions was
not reflected in reported revenues. Rather, it was reflected in (i) other income
(expense)  on  the  income  statement, and (ii) amortization of deferred loss on
derivatives  instruments and market value adjustment for derivatives instruments
on  the  cash  flow  statement.

     In March 2000, Brigham purchased put options on a portion of its future oil
and  natural  gas production. These transactions effectively converted a portion
of  its  existing  call  options  into collars, thus providing a hedge to future
changes  in  oil  and  natural  gas  prices.

     Derivative  instruments  that  do  not  qualify  as  hedging  contracts are
recorded  at  fair  value  on the balance sheet. At each balance sheet date, the
value  of  these  derivatives  is adjusted to reflect current fair value and any
gains  or  losses  are recognized as other income or expense. At March 31, 2002,
the  fair  value  of these derivatives included in other current liabilities was
$635,000. For the three months ended March 31, 2002 and 2001, Brigham recognized
$(251,000)  and  $221,000,  respectively,  in non-cash gains (losses) related to
changes  in  the  fair  values of these derivative contracts. There were no cash
settlement  payments  made  by  Brigham to the counterparty for the three months
ended  March  31,  2002  and  2001.

     See  Note  5  to  the  Consolidated  Financial  Statements  for  a schedule
regarding  Brigham's  outstanding natural gas and crude oil derivative contracts
as  of  March  31,  2002.

Loss  of  Surface  Control  Event

     On  March  24,  2002,  Brigham  reported  a  loss  of surface control while
drilling  the  Burkhart  #1  in its Providence Field, Matagorda County Texas. On
March  29, 2002, the well bridged off naturally. Brigham is currently drilling a
relief/replacement  well  to  intersect and cement the Burkhart #1 borehole over
the  Middle  Frio  interval that generated the uncontrolled flow. The total cost
cannot  be reasonably estimated at this time; however, Brigham has liability and
well  control  insurance  that  it  believes  will  be  sufficient  to  cover  a
substantial portion of the liabilities to third parties and the cost of drilling
the  replacement  well.

Effects  of  Inflation  and  Changes  in  Prices

     Brigham's results of operations and cash flows are affected by changing oil
and gas prices. If the price of oil and natural gas increases (decreases), there
could  be  a  corresponding  increase  (decrease)  in  revenues  as  well as the
operating  costs  that Brigham is required to bear for operations. Inflation has
had  a  minimal  effect  on  Brigham.


                                       16
<PAGE>
Environmental  and  Other  Regulatory  Matters

     Brigham's  business is subject to certain federal, state and local laws and
regulations  relating to the exploration for and the development, production and
marketing  of  oil and natural gas, as well as environmental and safety matters.
Many  of  these laws and regulations have become more stringent in recent years,
often  imposing  greater liability on a larger number of potentially responsible
parties.  Although  Brigham  believes  it  is in substantial compliance with all
applicable  laws  and  regulations,  the  requirements  imposed  by  laws  and
regulations are frequently changed and subject to interpretation, and Brigham is
unable  to  predict  the  ultimate cost of compliance with these requirements or
their  effect  on  its operations. Any suspensions, terminations or inability to
meet applicable bonding requirements could materially adversely affect Brigham's
financial  condition  and  operations.  Although significant expenditures may be
required to comply with governmental laws and regulations applicable to Brigham,
compliance  has not had a material adverse effect on the earnings or competitive
position of Brigham. Future regulations may add to the cost of, or significantly
limit,  drilling  activity.

New  Accounting  Pronouncements

     In  June 2001, the Financial Accounting Standards Board issued Statement of
Financial  Standards  No. 143, "Asset Retirement Obligations" ("SFAS 143") which
establishes  accounting  requirements for retirement obligations associated with
tangible  long-lived  assets  including the timing of the liability recognition,
initial  measurement  of  the  liability, allocation of asset retirement cost to
expense,  subsequent  measurement  of  the  liability  and  financial  statement
disclosures.  SFAS  143 requires that an asset retirement cost be capitalized as
part  of  the cost of the related long-lived asset and subsequently allocated to
expense  using a systematic, rational method. Brigham plans to adopt SFAS 143 no
later  than  January  1,  2003, as required. The transition adjustment resulting
from  the  adoption  will  be  reported  as  a  cumulative effect of a change in
accounting  principle.  At  this  time,  Brigham  cannot reasonably estimate the
effect  of  the  adoption  of  SFAS  143  on  its financial position, results of
operations  or  cash  flows.

Forward  Looking  Information

     Brigham or its representatives may make forward looking statements, oral or
written,  including  statements  in this report, press releases and filings with
the  SEC,  regarding  estimated  future  net  revenues  from oil and natural gas
reserves  and the present value thereof, planned capital expenditures (including
the  amount and nature thereof), increases in oil and gas production, the number
of  wells  it anticipates drilling during 2002 and Brigham's financial position,
business strategy and other plans and objectives for future operations. Although
Brigham  believes  that  the  expectations  reflected  in  these forward looking
statements  are reasonable, there can be no assurance that the actual results or
developments  anticipated  by Brigham will be realized or, even if substantially
realized,  that  they  will  have  the  expected  effects  on  its  business  or
operations.  Among  the  factors  that  could  cause  actual  results  to differ
materially from Brigham's expectations are general economic conditions, inherent
uncertainties  in  interpreting  engineering  data, operating hazards, delays or
cancellations  of  drilling  operations  for  a variety of reasons, competition,
fluctuations in oil and gas prices, availability of sufficient capital resources
to  Brigham  and  its  project  participants,  government  regulations and other
factors  set  forth  among the risk factors noted below or in the description of
Brigham's  business  in  Item  1 of this report. All subsequent oral and written
forward  looking  statements  attributable  to  Brigham or persons acting on its
behalf  are  expressly  qualified  in  their  entirety by these factors. Brigham
assumes  no  obligation  to  update  any  of  these  statements.


ITEM  3.  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

     In  Part  II,  Item  7A  of  Brigham's  Form 10-K report for the year ended
December  31, 2001 (see page 54 of Brigham's 2001 Form 10-K), Brigham provided a
discussion  of  its  market  risk.  See  Note  5  to  the Consolidated Financial
Statements  regarding  Brigham's  market  risk  associated  with  its derivative
instruments  at  March 31, 2002. There were no material changes during the first
quarter  of  2002 in Brigham's exposures to loss from possible future changes in
the  prices  of  oil  and  natural  gas  or  in interest rates, other than those
described  in Brigham's 2001 Form 10-K report, and in Note 5 to the Consolidated
Financial  Statements  in  this  Form  10-Q.


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<PAGE>
                           PART II - OTHER INFORMATION

Item  1.     Legal  Proceeding

          As  discussed  in  Note  3  of  Notes  to  the  Consolidated Financial
     Statements  included  in Part I. Financial Information, Brigham is party to
     various  legal  actions arising in the ordinary course of business and does
     not expect these matters to have a material adverse effect on its financial
     condition,  results  of  operations  or  cash  flow.


Item  6.     Exhibits  and  Reports  on  Form  8-K


     (a)  Exhibits:

          None.

     (b)  Reports  on  Form  8-K:

          Brigham  filed a report on Form 8-K on January 21, 2002, to report the
     announcements  on  January  16,  2002,  of the successful completion of the
     discovery  well  for  its  Providence Field in Matagorda County, Texas, the
     successful  completion  of  two development wells in Home Run Field and the
     spud of its second development well at Triple Crown Field in Brooks County,
     Texas.  The  Form  8-K  included  a  copy  of  Brigham's press release that
     provided  these  announcements.

          Brigham filed a report on Form 8-K on February 19, 2002, to report the
     announcement  on  February  14,  2002, to disclose its year-end 2001 proved
     reserves  and  announce  its  planned  2002  capital  budget.  The Form 8-K
     included  a  copy  of  Brigham's  press  release  that  provided  these
     announcements.

          Brigham filed a report on Form 8-K on February 19, 2002, to report the
     announcement  on  February  19, 2002, that it began producing to sales from
     the  Providence  field  and  successful  discoveries  in  its Vicksburg and
     Springer  Focus  plays.  The  Form  8-K  included a copy of Brigham's press
     release  that  provided  these  announcements.

          Brigham filed a report on Form 8-K on February 27, 2002, to report the
     announcement  on February 26, 2002, of its financial results for the fiscal
     year  and  quarter ended December 31, 2001. The Form 8-K included a copy of
     Brigham's  press  release  that  provided  these  announcements.

          Brigham  filed a report on Form 8-K/A on March 19, 2002, to report the
     announcement  on February 26, 2002, of its financial results for the fiscal
     year and quarter ended December 31, 2001. The Form 8-K/A included a copy of
     Brigham's  press  release  that  provided  these  announcements.

          Brigham  filed  a  report on Form 8-K on March 28, 2002, to report the
     announcement  on  March  24,  2002,  that Brigham Oil & Gas, L.P. (a wholly
     owned  subsidiary of Brigham Exploration Company) had experienced a loss of
     surface  control  while drilling the Burkhart #1 well near Bay City, and to
     report the announcement on March 25, 2002, to update the public on the well
     control  situation  with  its  Burkart  #1. The Form 8-K included a copy of
     Brigham's  press releases  that  provided  these  announcements.


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<PAGE>
                                   SIGNATURES


     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
Registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  thereunto  duly  authorized  on  May  9,  2002.

                                     BRIGHAM EXPLORATION COMPANY


                                     By:    /s/  BEN M. BRIGHAM
                                          --------------------------------------
                                          Ben M. Brigham
                                          Chief Executive Officer, President and
                                            Chairman of the Board



                                     By:    /s/  CURTIS F. HARRELL
                                          --------------------------------------
                                          Curtis F. Harrell
                                          Executive Vice President and
                                          Chief Financial Officer


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