UNITED
        STATES
 SECURITIES
        AND EXCHANGE COMMISSION
 Washington,
        D.C. 20549
 
 **FORM
        10**-**Q/A**
 **(Amendment
        No. 1)**
 
 
 x **QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)**
 **OF
        THE SECURITIES EXCHANGE ACT OF 1934**
 
 For
        the
        quarterly period ended September 30, 2005
 
 **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)
 
 **Delaware**
              **1311**
              **75-2692967**(State
                  of other jurisdiction
              (Primary
                  Standard Industrial
              (I.R.S.
                  Employerof
                  incorporation or organization)
              Classification
                  Code Number)
              Identification
                  Number)
 
 **6300
        Bridge Point Parkway, Building 2, Suite 500, Austin, Texas
        78730**
 (Address
        of principal executive offices)
 
 **(512)
        427-3300**
 (Registrant's
        telephone number, including area code)
 
 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  ̈
 Indicate
        by check mark whether the registrant is an accelerated filer (as defined
        in
        Rule 12 b-2 of the Act).
 Yes x  No  ̈
 
 Indicate
        by check mark whether the registrant is a shell company (as defined in
        Rule 12 b-2 of the Act).
 Yes  ̈  No x
 
 Indicate
        the number of shares outstanding of each of the issuer's classes of common
        stock, as of the latest practicable date.
 
 **Class**
              **Outstanding**Common
                  Stock, par value $.01 per share as of November 4, 2005
              42,748,513
  
  
  **Explanatory
        Note**
 
 This
        Amendment No. 1 on Form 10-Q/A for the quarter ended September 30, 2005
        (Amendment No. 1) is filed to correct certain clerical errors contained in
        the
        conformed copies of Exhibits 31.1, 31.2, 32.1 and 32.2 to the original filing.
        The corrected conformed copy of such certifications, each dated November
        4,
        2005, the date of the original filing, are filed as Exhibits 31.1, 31.2,
        32.1 and 32.2 to the Amendment No. 1 on Form 10-Q/A,
        respectively.
 
 Pursuant
        to Rule 12b-15 under the Securities Exchange Act of 1934, as a result of
        this
        Amendment No. 1 on Form 10-Q/A, the certifications pursuant to Section 302
        and
        Section 906 of the Sarbanes-Oxley Act of 2002, filed and furnished,
        respectively, as exhibits to the original filing, have been re-executed and
        re-filed as of the date of this Form 10-Q/A and are included as Exhibits
        31.3,
        31.4, 32.3 and 32.4 hereto.
 
 The
        remainder of the Form 10-Q filed on November 4, 2005 is
        unchanged.
  
  **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 January 20, 2006.
 
 **BRIGHAM
                  EXPLORATION COMPANY**By:
              /s/  BEN
                  M. BRIGHAMBen
                  M. BrighamChief
                  Executive Officer, President and Chairman of the BoardBy:
              /s/  EUGENE
                  B. SHEPHERD, JR.Eugene
                  B. Shepherd, Jr.Executive
                  Vice President and Chief Financial
                  Officer