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                                  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 September 30, 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)

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

                            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 November 8, 2002, 16,057,792 shares of Common Stock, $.01 per share, were
outstanding.

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


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

                                   THIRD QUARTER 2002 FORM 10-Q REPORT

                                            TABLE OF CONTENTS
                                            -----------------
                                                                                                         PAGE
                                                                                                         ----
                                      PART I - FINANCIAL INFORMATION
<S>                                                                                                      <C>
ITEM 1.  FINANCIAL STATEMENTS

         Consolidated Balance Sheets - September 30, 2002 and December 31, 2001 . . . . . . . . . . . . .   1
         Consolidated Statements of Operations - Three and nine months ended September 30, 2002 and 2001.   2
         Consolidated Statement of Changes in Stockholders' Equity - Nine months ended September 30, 2002   3
         Consolidated Statements of Cash Flows - Nine months ended September 30, 2002 and 2001. . . . . .   4
         Notes to the Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . .   5

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK . . . . . . . . . . . . . . . . . . .  16

ITEM 4.  DISCLOSURE CONTROLS AND PROCEDURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16


                                       PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17

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

SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19

CERTIFICATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

PART  I.  FINANCIAL  INFORMATION

Item  1.  Financial  Statements

                                             BRIGHAM EXPLORATION COMPANY

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


                                                                                       September 30,    December 31,
                                                                                           2002             2001
                                                                                      ---------------  --------------
<S>                                                                                   <C>              <C>
                                                       ASSETS
Current assets:
  Cash and cash equivalents                                                           $       12,182   $       5,112
  Accounts receivable                                                                         12,100           9,325
  Other current assets                                                                         4,295           2,531
                                                                                      ---------------  --------------
    Total current assets                                                                      28,577          16,968

Oil and natural gas properties, net (full cost method)                                       158,958         151,891
Other property and equipment, net                                                              1,300           1,331
Deferred loan fees                                                                             2,438           3,166
Other noncurrent assets                                                                          512              52
                                                                                      ---------------  --------------
                                                                                      $      191,785   $     173,408
                                                                                      ===============  ==============

                                       LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                                                    $       13,108   $       8,267
  Royalties payable                                                                            6,408             145
  Accrued drilling costs                                                                         972           1,969
  Other current liabilities                                                                    9,189           4,885
                                                                                      ---------------  --------------
    Total current liabilities                                                                 29,677          15,266
                                                                                      ---------------  --------------

Notes payable                                                                                 75,000          75,000
Senior subordinated notes                                                                     21,506          16,721
Other noncurrent liabilities                                                                     353             206

Commitments and contingencies

Series A Preferred Stock, mandatorily redeemable, $.01 par value, $20 stated and
  redemption value, 2,250,000 shares authorized, 1,730,238 and 1,630,692 shares
  issued and outstanding at September 30, 2002 and December 31, 2001, respectively            18,778          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, 17,175,379 and
    17,127,650 shares issued and 16,052,492 and 16,016,113 shares outstanding
    at September 30, 2002 and December 31, 2001, respectively                                    172             171
  Additional paid-in capital                                                                  78,962          80,466
  Unearned stock compensation                                                                   (285)           (494)
  Accumulated other comprehensive income (loss)                                               (3,327)            351
  Accumulated deficit                                                                        (24,845)        (26,728)
  Treasury stock, at cost, 1,122,887 and 1,111,537 shares at September 30, 2002
    and December 31, 2001, respectively                                                       (4,206)         (4,165)
                                                                                      ---------------  --------------
       Total stockholders' equity                                                             46,471          49,601
                                                                                      ---------------  --------------
                                                                                      $      191,785   $     173,408
                                                                                      ===============  ==============
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.


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

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


                                                                   Three Months Ended          Nine Months Ended
                                                                      September 30,              September 30,
                                                                ------------------------  ------------------------
                                                                    2002         2001         2002        2001
                                                                -----------  -----------  -----------  -----------
<S>                                                             <C>          <C>          <C>          <C>
Revenues:
  Oil and natural gas sales                                     $    9,434   $    8,848   $   24,637   $   26,220
  Other                                                                 15           23           42          198
                                                                -----------  -----------  -----------  -----------
                                                                     9,449        8,871       24,679       26,418
                                                                -----------  -----------  -----------  -----------

Costs and expenses:
  Lease operating                                                      761          842        2,428        2,332
  Production taxes                                                     475          415        1,327        1,503
  General and administrative                                         1,099          934        3,781        2,708
  Depletion of oil and natural gas properties                        3,587        3,244       10,118        8,903
  Depreciation and amortization                                        103          140          307          375
                                                                -----------  -----------  -----------  -----------
                                                                     6,025        5,575       17,961       15,821
                                                                -----------  -----------  -----------  -----------
  Operating income                                                   3,424        3,296        6,718       10,597
                                                                -----------  -----------  -----------  -----------

Other income (expense):
  Interest income                                                       12           63          105          230
  Interest expense, net                                             (1,614)      (1,595)      (4,684)      (5,180)
  Other income (expense)                                               (87)       1,842         (256)       7,827
                                                                -----------  -----------  -----------  -----------
                                                                    (1,689)         310       (4,835)       2,877
                                                                -----------  -----------  -----------  -----------

Income before income taxes                                           1,735        3,606        1,883       13,474
Income taxes                                                             -            -            -            -
                                                                -----------  -----------  -----------  -----------

Net income                                                           1,735        3,606        1,883       13,474

Accretion and dividends on redeemable preferred stock                  746          659        2,165        1,776
                                                                -----------  -----------  -----------  -----------

Net income (loss) available to common stockholders              $      989   $    2,947   $     (282)  $   11,698
                                                                ===========  ===========  ===========  ===========

Net income (loss) per share available to common stockholders:
  Basic                                                         $     0.06   $     0.18   $    (0.02)  $     0.73
  Diluted                                                       $     0.06   $     0.17   $    (0.02)  $     0.67
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.


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

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


                                                                                  Accumulated
                                  Common    Stock    Additional    Unearned          Other
                                 ------------------   Paid-in       Stock        Comprehensive    Accumulated    Treasury
                                  Shares   Amounts    Capital    Compensation    Income (Loss)      Deficit       Stock
                                 --------  --------  ---------  --------------  ---------------  -------------  ----------
<S>                              <C>       <C>       <C>        <C>             <C>              <C>            <C>
Balance, December 31, 2001        17,128   $    171  $ 80,466   $        (494)  $          351   $    (26,728)  $  (4,165)

Exercise of employee
  stock options                       47          1       112               -                -              -           -
Expiration of employee
  stock options                        -          -       (46)              -                -              -           -
Forfeitures of employee
  restricted stock                     -          -        (1)             15                -              -         (41)
Revision of terms of
  employee stock options               -          -       596               -                -              -           -
Dividends on Series A
  mandatorily redeemable
  preferred stock                      -          -    (1,991)              -                -              -           -
Accretion on Series A
  mandatorily redeemable
  preferred stock                      -          -      (174)              -                -              -           -
Amortization of unearned
  stock compensation                   -          -         -             194                -              -           -
Net income                             -          -         -               -                -          1,883           -
Other comprehensive loss:
  Unrealized losses on cash
    flow hedges                        -          -         -               -           (3,784)             -           -
  Losses on ineffective portion
    of cash flow hedges                -          -         -               -              106              -           -
Comprehensive loss
                                 --------  --------  ---------  --------------  ---------------  -------------  ----------
Balance, September 30, 2002       17,175   $    172  $ 78,962   $        (285)  $       (3,327)  $    (24,845)  $  (4,206)
                                 ========  ========  =========  ==============  ===============  =============  ==========

                                      Total
                                  Stockholders'    Comprehensive
                                     Equity            Loss
                                 ---------------  ---------------
<S>                              <C>              <C>
Balance, December 31, 2001       $       49,601

Exercise of employee
  stock options                             113
Expiration of employee
  stock options                             (46)
Forfeitures of employee
  restricted stock                          (27)
Revision of terms of
  employee stock options                    596
Dividends on Series A
  mandatorily redeemable
  preferred stock                        (1,991)
Accretion on Series A
  mandatorily redeemable
  preferred stock                          (174)
Amortization of unearned
  stock compensation                        194
Net income                                1,883   $        1,883
Other comprehensive loss:
  Unrealized losses on cash
    flow hedges                          (3,784)          (3,784)
  Losses on ineffective portion
    of cash flow hedges                     106              106
                                 ---------------  ---------------
Comprehensive loss                                       $(1,795)
                                                  ===============
Balance, September 30, 2002      $       46,471
                                 ===============
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.


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

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

                                                                                    Nine Months Ended
                                                                                       September 30,
                                                                                 ------------------------
                                                                                     2002         2001
                                                                                 -----------  -----------
<S>                                                                              <C>          <C>
Cash flows from operating activities:
  Net income                                                                     $    1,883   $   13,474
  Adjustments to reconcile net income to cash provided by operating activities:
    Depletion of oil and natural gas properties                                      10,118        8,903
    Depreciation and amortization                                                       307          375
    Interest paid through the issuance of additional senior subordinated notes          785          498
    Amortization of deferred loan fee and debt issuance costs                           888        1,029
    Market value and other adjustments for derivative instruments                      (278)      (9,217)
    Stock option compensation expense                                                   596            -
    Changes in working capital and other items:
      Accounts receivable                                                            (2,775)      (3,851)
      Other current assets                                                           (2,065)      (1,452)
      Accounts payable                                                                4,841          162
      Royalties payable                                                               6,263         (377)
      Other current liabilities                                                       1,637        4,331
      Other                                                                              (5)         (10)
                                                                                 -----------  -----------
        Net cash provided by operating activities                                    22,195       13,865
                                                                                 -----------  -----------

Cash flows from investing activities:
  Additions to oil and natural gas properties                                       (18,737)     (27,020)
  Proceeds from sale of assets                                                          617            -
  Additions to other property and equipment                                            (218)        (257)
  Increase (decrease) in drilling advances paid                                        (512)         959
                                                                                 -----------  -----------
        Net cash used by investing activities                                       (18,850)     (26,318)
                                                                                 -----------  -----------

Cash flows from financing activities:
  Proceeds from exercise of employee stock options                                      113          180
  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                                       (28)         (86)
  Deferred loan fees paid                                                              (360)           -
                                                                                 -----------  -----------
        Net cash provided by financing activities                                     3,725       18,932
                                                                                 -----------  -----------

Net increase in cash and cash equivalents                                             7,070        6,479
Cash and cash equivalents, beginning of period                                        5,112          837
                                                                                 -----------  -----------
Cash and cash equivalents, end of period                                         $   12,182   $    7,316
                                                                                 ===========  ===========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.


                                        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 and the
trial  has  been  set  for  May  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's  Motion  to  Transfer  Venue  to  Travis County, Texas, was
recently  granted.  Once  transfer  is  completed, Brigham will file a motion to
consolidate  Massey's claim with Brigham's suit against Massey pending in Travis
County.  If  Massey  is  successful in its claim, 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  its  Travis  County  case  or  Massey's  claim.

     On  July  11,  2002,  there  was  an  accidental  death of an employee of a
contractor on a Brigham well. The United States Department of Labor Occupational
Safety  &  Health  Administration  is currently investigating the accident. That
investigation  could result in a fine assessed against Brigham, although at this
point  in  time,  Brigham  cannot  predict the outcome of that investigation. On
October  8, 2002, a wrongful death action was filed against Brigham and three of
its  contractors  in connection with this accidental death. Although no specific
amounts  are  asked for in this action, plaintiffs seek both actual and punitive
damages. At this point in time, Brigham cannot predict the outcome of this case.


                                        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 and nine months ended September
30,  2002  and  2001:

<TABLE>
<CAPTION>
                                                                      Three Months Ended     Nine Months Ended
                                                                         September 30,         September 30,
                                                                     --------------------  ---------------------
                                                                        2002       2001       2002       2001
                                                                     ---------  ---------  ----------  ---------
<S>                                                                  <C>        <C>        <C>         <C>
BASIC EARNINGS PER SHARE:
  Income (loss) available to common stockholders                     $     989  $   2,947  $    (282)  $  11,698
                                                                     =========  =========  ==========  =========

  Common shares outstanding                                             16,057     15,984     16,037      15,983
                                                                     =========  =========  ==========  =========

  Basic earnings per share                                           $    0.06  $    0.18  $   (0.02)  $    0.73
                                                                     =========  =========  ==========  =========

DILUTED EARNINGS PER SHARE:
  Income (loss) available to common stockholders                     $     989  $   2,947  $    (282)  $  11,698

  Adjustments for assumed conversions:
    Amortization of compensation expense on stock options                    4          2          -          11
                                                                     ---------  ---------  ----------  ---------

  Adjusted income (loss) available to common stockholders - diluted  $     993  $   2,949  $    (282)  $  11,709
                                                                     =========  =========  ==========  =========

  Common shares outstanding                                             16,057     15,984     16,037      15,983

  Effect of dilutive securities:
    Warrants                                                               947        788          -       1,071
    Stock options                                                          333        264          -         415
                                                                     ---------  ---------  ----------  ---------
  Potentially dilutive common shares                                     1,280      1,052          -       1,486
                                                                     ---------  ---------  ----------  ---------

  Adjusted common shares outstanding - diluted                          17,337     17,036     16,037      17,469
                                                                     =========  =========  ==========  =========

  Diluted earnings per share                                         $    0.06  $    0.17  $   (0.02)  $    0.67
                                                                     =========  =========  ==========  =========
</TABLE>

     Options  and  warrants  to  purchase  14.5  million shares and 14.7 million
shares  of  common stock were outstanding but not included in the calculation of
diluted  earnings (loss) per share for the three months ended September 30, 2002
and 2001, respectively, and options and warrants to purchase 19.1 million shares
and 14.3 million shares of common stock were outstanding but not included in the
calculation  of  diluted  earnings  (loss)  per  share for the nine months ended
September  30,  2002 and 2001, respectively, because the effects would have been
anti-dilutive.

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.


                                        6
<PAGE>
                           BRIGHAM EXPLORATION COMPANY

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)


     At  September  30,  2002,  the  fair  value  of cash flow hedging contracts
included  in other liabilities was $3.4 million of which $154,000 was classified
as  noncurrent.  In  the three months ended September 30, 2002 and 2001, Brigham
recognized  cash  settlement losses of $501,000 and $28,000, respectively, which
were  recorded  as  reductions  of oil and natural gas sales. In the nine months
ended  September 30, 2002 and 2001, Brigham recognized cash settlement losses of
$804,000  and  $8.2  million, respectively, which were recorded as reductions of
oil  and  natural  gas  sales. For the three and nine months ended September 30,
2002,  other  income  (expense)  included  $106,000  of non-cash losses from the
ineffective  portion  of  the cash flow hedges. During the three and nine months
ended  September 30, 2001, there was no ineffective portion of the losses on the
cash  flow  hedges.  Based on market prices at September 30, 2002, approximately
$3.2  million  of  the  balance in accumulated other comprehensive income (loss)
would  be  expected  to  transfer  to  earnings  during  the  next  12  months.

     The  following  tables  summarize Brigham's outstanding oil and natural gas
cash  flow  hedging  contracts  as  of  September  30,  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    10/02 - 12/02    23,000  $    24.50        -         -

Contract #2    NYMEX    01/03 - 03/03         -           -   22,500  $  23.92

Contract #3    NYMEX    04/03 - 06/03         -           -   22,750  $  23.50

Contract #4    NYMEX    07/03 - 09/03         -           -   23,000  $  23.15

Contract #5    NYMEX    10/03 - 12/03         -           -   23,000  $  22.90

Contract #6    NYMEX    10/02 - 12/02    29,900  $    25.39        -         -

Contract #7    NYMEX    01/03 - 03/03         -           -   27,000  $  24.79

Contract #8    NYMEX    04/03 - 06/03         -           -   18,200  $  24.30

Contract #9    NYMEX    07/03 - 09/03         -           -   23,000  $  23.89

Contract #10   NYMEX    10/03 - 12/03         -           -   18,400  $  23.59

Contract #11   NYMEX    10/02 - 12/02    27,600  $    29.28        -         -

Contract #12   NYMEX    01/03 - 03/03         -           -   18,000  $  27.74

Contract #13   NYMEX    04/03 - 06/03         -           -    9,100  $  26.20

Contract #14   NYMEX    07/03 - 09/03         -           -    9,200  $  25.00
</TABLE>


                                        7
<PAGE>
                           BRIGHAM EXPLORATION COMPANY

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

<TABLE>
<CAPTION>

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

Collar #1   NYMEX     10/02 -12/02   23,000  $  18.00  $   22.35        -         -          -

Collar #2   NYMEX    10/02 - 06/03   23,000  $  18.00  $   22.56   45,250  $  18.00  $   22.56

</TABLE>
<TABLE>
<CAPTION>
NATURAL  GAS  CONTRACTS
                                                    2002                  2003
                                            --------------------  --------------------
                                            VOLUMES    CONTRACT    VOLUMES   CONTRACT
FIXED PRICE     REMAINING       HEDGED       PRICE      HEDGED     PRICE
SWAPS         PRICING BASIS  CONTRACT TERM  (MMBTU)   ($/MMBTU)   (MMBTU)   ($/MMBTU)
------------  -------------  -------------  --------  ----------  --------  ----------
<S>           <C>            <C>            <C>       <C>         <C>       <C>
Contract #1   NYMEX          10/02 - 12/02   230,000  $    2.900         -           -

Contract #2   NYMEX          10/02 - 06/03   230,000  $    3.000   452,500  $    3.000

Contract #3   NYMEX          10/02 - 12/02    92,000  $    3.455         -           -

Contract #4.  NYMEX          01/03 - 03/03         -           -   225,000  $    3.700

Contract #5.  NYMEX          04/03 - 06/03         -           -    91,000  $    3.400

Contract #6.  NYMEX          07/03 - 09/03         -           -   230,000  $    3.450

Contract #7.  NYMEX          10/03 - 12/03         -           -    92,000  $    3.670

Contract #8.  NYMEX          10/02 - 12/02   230,000  $    3.755         -           -

Contract #9.  NYMEX          01/03 - 03/03         -           -   225,000  $    3.895

Contract #10  NYMEX          04/03 - 06/03         -           -   227,500  $    3.515

Contract #11  NYMEX          07/03 - 09/03         -           -   230,000  $    3.555

Contract #12  NYMEX          09/03 - 12/03         -           -   230,000  $    3.755

Contract #13  NYMEX          10/02 - 12/02   299,000  $    3.780         -           -

Contract #14  NYMEX          01/03 - 03/03         -           -   157,500  $    4.060

Contract #15  NYMEX          04/03 - 06/03         -           -    45,500  $    3.790
</TABLE>

     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. As
of  July  1,  2002,  Brigham's  derivative instruments not qualifying as hedging
contracts  had  expired.  In the three months ended September 30, 2002 and 2001,
Brigham  did  not  recognize  any  non-cash  or  cash gains or losses related to
changes  in  the  fair  values of these derivative contracts. In the nine months
ended September 30, 2002 and 2001, Brigham recognized $384,000 and $9.2 million,
respectively,  in  non-cash gains related to changes in the fair values of these
derivative contracts and $559,000 and $1.4 million, respectively, in cash losses
related  to  cash  settlement  payments  made  by  Brigham  to the counterparty.


                                        8
<PAGE>
                           BRIGHAM EXPLORATION COMPANY

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)


6.   EMPLOYEE STOCK OPTIONS

     In  May  2002,  Brigham  accelerated  the vesting of certain employee stock
options  and  extended the time limitation for exercising certain employee stock
options  following  termination  of  employment. These revisions resulted in the
immediate  recognition  of  stock compensation cost as measured at the effective
date  of  the  changes.  Accordingly,  a  non-cash  charge  to  general  and
administrative  expense in the amount of $596,000 was recorded during the second
quarter  of  2002.

7.   RECENT ACCOUNTING PRONOUNCEMENTS

     In  June  2001,  the  Financial  Accounting Standards Board ("FASB") 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. Brigham is currently
evaluating  the  effect  of  the adoption of SFAS 143 on its financial position,
results  of  operations  or  cash  flows.

     In  April  2002,  the FASB issued Statement of Financial Standards No. 145,
"Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No.
13  and  Technical Corrections" ("SFAS 145") which is effective for fiscal years
beginning  after  May  15, 2002. Prior to the adoption of the provisions of SFAS
145,  gains  or  losses  on the early extinguishment of debt were required to be
classified  as  extraordinary  gains  or losses, net of associated income taxes,
below  the  determination of income or loss from continuing operations. SFAS 145
changes  this  accounting  (except  in  the  case of events or transactions of a
highly unusual and infrequent nature) and requires that gains or losses from the
early  extinguishment of debt be classified as components of income or loss from
continuing  operations. Brigham will adopt the provisions of SFAS 145 on January
1,  2003.  The  adoption of the provisions of SFAS 145 is not expected to affect
Brigham's  future  financial  position  or  liquidity.  When  Brigham adopts the
provisions  of  SFAS  145, gains or losses from the early extinguishment of debt
recognized  in the consolidated statements of operations for prior years will be
reclassified  to  other  revenues  or  other  expense  and  included  in  the
determination  of the income (loss) from continuing operations of those periods.

     In  July  2002,  the  FASB  issued Statement of Financial Standard No. 146,
"Accounting  for Costs Associated with Exit or Disposal Activities" ("SFAS 146")
which  requires  companies  to  recognize costs associated with exit or disposal
activities  when  they  are incurred rather than at the date of commitment to an
exit  or  disposal  plan.  Examples  of  costs covered by SFAS 146 include lease
termination  costs and certain employee severance costs that are associated with
a  restructuring,  discontinued  operations, or other exit or disposal activity.
SFAS 146 replaces Emerging Task Force Issue No. 94-3, "Liability Recognition for
Certain  Employee  Termination  Benefits  and  Other  Costs  to Exit an Activity
(including  Certain  Costs Incurred in a Restructuring)". The provisions of SFAS
146  are  effective  for  exit  and disposal activities that are initiated after
December  31,  2002.  Brigham  will  account  for  exit  or  disposal activities
initiated after December 31, 2002 in accordance with the provisions of SFAS 146.


                                        9
<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  September  30,  2002  and 2001

Production.  Our  net  equivalent  production volumes for the three months ended
September 30, 2002 were 2,599 MMcfe (28.9 MMcfe per day) compared to 2,596 MMcfe
(28.8 MMcfe per day) for the same period of 2001. The increase in our production
for  the three-month period is due to the completion of wells drilled during the
second  and  third  quarters  of  2002  and  was partially offset by the natural
decline  of  existing production. For the three months ended September 30, 2002,
production  of  natural  gas represented 56% of our total production compared to
69%  for the same period of 2001. Natural gas production declined 18% from 1,790
MMcf  (19.9 MMcf per day) in the third quarter 2001 to 1,463 MMcf (16.3 MMcf per
day)  for  the  third  quarter  2002.  Oil production for the third quarter 2002
increased  41%  to  189  MBbls (2,104 Bbls per day) compared to 134 MBbls (1,493
Bbls  per  day)  for  the  same  period  of  2001.

Revenue from the sale of oil and natural gas.  Our revenues from the sale of oil
and  natural gas for the third quarter 2002 were $9.4 million and increased over
third quarter 2001 revenue by $586,000. Increased production volumes represented
$394,000  of  this increase and a 6% increase in our average equivalent realized
sales  price  for  oil  and  natural  gas  represents  the  remaining  increase.

Total  revenues  from  the  sale  of  oil  for  the third quarter 2002 were $4.7
million.  Revenues  from  the  sale  of  oil in the third quarter 2002 were $1.3
million  higher  than revenues from the sale of oil in the same quarter of 2001.
Our  average  realized sales price for oil for the third quarter 2002 was $24.85
per  Bbl  or 2% lower than our average realized sales price for oil in the third
quarter  of  2001.  Revenues  from  the sale of oil and our average realized oil
sales  price  were  negatively affected by hedging losses of $414,000 ($2.18 per
Bbl) in the third quarter 2002 and hedging losses of $28,000 ($0.21 per Bbl) for
the  same  period  of  2001.

Total  revenue  from the sale of natural gas for the third quarter 2002 was $4.7
million. Revenues from the sale of natural gas in the third quarter of 2002 were
$726,000  lower  than  revenue from the sale of natural gas in the third quarter
2001.  Our  average  realized  sales price for natural gas for the third quarter
2002  was  $3.23  per Mcf or 6% higher than our average realized sales price for
natural  gas  in the third quarter 2001. Cash settlements on natural gas hedging
contracts  of  $87,000  ($0.06 per Mcf) negatively impacted our revenue from the
sale  of  natural  gas  and our average realized natural gas sales price for the
third  quarter  of  2002.  There were no cash settlements on natural gas hedging
contracts  during  the  third  quarter  2001.

Lease  operating  expenses.  Lease operating expenses for the third quarter were
$761,000, or 10% lower than lease operating expenses for the third quarter 2001.
Lease operating expenses on a per unit of equivalent production basis were $0.29
per  Mcfe,  down  9%  from  $0.32  per  Mcfe  for the third quarter of 2001. The
decrease  in  lease  operating  expenses was primarily due a decrease in expense
workovers  and  repairs  and  maintenance.

Production  taxes.  Production taxes for the third quarter 2002 increased 14% to
$475,000  compared  to  $415,000  in the third quarter of 2001. This increase is
primarily  due  to  a  12% increase in the average pre-hedge equivalent price we
received  for oil and natural gas. On a per unit of equivalent production basis,
production  taxes  for  the  third quarter of 2002 increased by 13% to $0.18 per
Mcfe  compared  to  $0.16  per  Mcfe  for  the  same  period  of  2001.

General and administrative expenses. General and administrative expenses for the
third  quarter  of  2002  were  $1.1  million  compared to $934,000 in the third
quarter  of  2001.  This  increase  was primarily due to an increase in employee
benefit  costs,  office  rent  and  other  expenses. On a per unit of equivalent
production  basis,  general and administrative expenses increased from $0.36 per
Mcfe  in  the  third  quarter  of 2001 to $0.42 per Mcfe in the third quarter of
2002.

Depletion  of  oil and natural gas properties.  Depletion of oil and natural gas
properties  for the third quarter 2002 was $3.6 million compared to $3.2 million
for  the third quarter of last year. Approximately $337,000 of this increase was
the  result  of  an  increase in our depletion rate. On a per unit of equivalent
production  basis,  depletion  expense  increased 10% from $1.25 per Mcfe in the
third  quarter  of  2001  to  $1.38  per  Mcfe in the third 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 our Home Run
Field.


                                       10
<PAGE>
Interest  expense.  Interest  expense  for  the  third  quarter  2002  remained
unchanged  from  the  third  quarter  2001 at $1.6 million. The weighted average
interest  rate on our outstanding indebtedness during the third quarter 2002 was
7.4%  compared to 9.0% for third quarter 2001. This decrease is primarily due to
a  decrease  in  LIBOR  for  the  third quarter of 2002 as compared to the third
quarter  of  2001.  Our  weighted average outstanding debt balance for the third
quarter  2002  was  $96.4  million compared to $91.4 million for the same period
last  year. Interest expense for the third quarter 2002 included (i) $288,000 of
interest  expense  that was paid in kind through the issuance of additional debt
in  lieu  of  cash,  and  (ii)  $303,000  of  non-cash  charges  related  to the
amortization  of  deferred  loan  fees.  Interest  expense  is  reflected net of
capitalized  interest  of  $492,000  and  $205,000 in the third quarter 2001 and
2002,  respectively.

Other  income  (expense).  Other  expense for the third quarter 2002 was $87,000
compared  to other income of $1.8 million during the third quarter last year. We
recognize  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 and for
the  ineffective  portion  of cash flow hedging contracts. For the third quarter
2001, other income (expense) includes $2.2 million of non-cash income related to
the  change  in  the  fair  market  values of these derivative contracts and was
partially offset by $347,000 of cash expense related to cash settlement of these
derivative  contracts.  Other  income  (expense)  for  the third quarter of 2002
included $106,000 of non-cash expense related to the ineffective portion of cash
flow  hedging  contracts  and  did  not include income or expense related to the
change  in  the  fair market value and the related cash flows of certain oil and
natural  gas  derivative contracts as all of our existing derivative instruments
qualified  as  hedging  contracts.

Comparison  of  the  nine-month  periods  ended  September  30,  2002  and  2001

Production.  Our  net  equivalent  production  volumes for the nine months ended
September 30, 2002 were 7,332 MMcfe (27.2 MMcfe per day) compared to 7,311 (27.1
Mcfe per day) for the same period of 2001. Production of natural gas represented
59%  of  our  total  equivalent  production  volumes  for  the nine months ended
September  30,  2002,  compared  to 72% for the same period of 2001. Natural gas
production  declined 18% from 5,266 MMcf (19.5 MMcf per day) for the nine months
of  2001  to  4,307  MMcf (16.0 MMcf per day) for first nine months of 2002. Oil
production  for first nine months of 2002 increased 48% to 504 MBbls (1,867 Bbls
per day) compared to 341 MBbls (1,262 Bbls per day) for the same period of 2001.

Revenue from the sale of oil and natural gas.  Oil and natural gas sales for the
first nine months 2002 decreased $1.6 million from the first nine months of 2001
to  $24.6  million. A 6% decrease in our average equivalent realized sales price
for  oil  and  natural  gas  represented  $2.7  million  of this decline and was
partially  offset  by $1.1 million increase due to increased production volumes.

Total  revenues  from  the sale of oil for the first three quarters of 2002 were
$11.6  million.  Revenues from the sale of oil for the first nine months of 2002
were $2.8 million higher than revenue from the sale of oil during the first nine
months  of  2001.  Our  average  realized sales price for oil for the first nine
months  of 2002 was $23.04 per Bbl and 11% lower than our average realized sales
price for oil in the same period last year. Revenue from the sale of oil and our
average  realized  sales price for oil was negatively impacted by hedging losses
of $735,000 ($1.46 per Bbl) in the first nine months of 2002 and $153,000 ($0.45
per  Bbl)  in  the  first  nine  months  of  2001.

Total  revenue from the sale of natural gas for the first three quarters of 2002
was  $13.0  million.  Revenues  from  the sale of natural gas for the first nine
months of 2002 were $4.4 million lower than revenue from the sale of natural gas
in the same period of 2001. Our average realized sales price for natural gas for
the  first  nine  months of 2002 was $3.02 per Mcf and 8% lower than our average
realized  sales price for natural gas in the same time period last year. Revenue
from  the  sale  of natural gas and our average realized natural gas sales price
was  negatively impacted by cash settlements on natural gas hedging contracts of
$69,000 ($0.02 per Mcf) in the first nine months of 2002 and $8.0 million ($1.52
per  Mcf)  in  the  first  nine  months  of  2001.

Lease operating expenses.  Lease operating expenses for the first nine months of
2002  were $2.4 million and 4% higher than lease operating expenses for the same
period of 2001. The increase in lease operating expenses was primarily due to an
increase in the number of producing wells during nine months of 2002 as compared
with  the  same  period  of  2001.  Lease  operating  expenses  on a per unit of
equivalent  production basis for the nine months of 2002 were $0.33 per Mcfe, up
3%  from  $0.32  per  Mcfe  for  the  same  period  of  2001.


                                       11
<PAGE>
Production  taxes.  Production taxes for the first nine months of 2002 decreased
12%  to  $1.3  million  from $1.5 million for the first nine months of 2001. The
decrease  is primarily due to a 26% decrease in the average pre-hedge equivalent
price  received  for oil and natural gas. On a per unit of equivalent production
basis,  production  taxes  for the first nine months of 2002 were $0.18 per Mcfe
compared  to  $0.21  per  Mcfe  for  the  same  period  in  2001.

General  and  administrative  expenses.  General and administrative expenses for
the first nine months of 2002 were $3.8 million compared to $2.7 million for the
first  nine  months  of 2001. Of the increase, $596,000 is related to a non-cash
stock  option  compensation  expense. The remainder of the increase is primarily
due  to  an increase in payroll, employee benefits and office rent expense. On a
per  unit  of  equivalent  production basis, general and administrative expenses
increased  from  $0.37  per  Mcfe for the first nine months of 2001 to $0.52 per
Mcfe  for  the  first  nine  months  of 2002. Of the increase, $0.08 per Mcfe is
related  to  the  non-cash  stock  compensation  charge.

Depletion  of  oil and natural gas properties.  Depletion of oil and natural gas
properties  for  the  nine  months  of  2002  was $10.1 million compared to $8.9
million  for  the  same  period  last  year.  Approximately  $1.2 million of the
increase  resulted  from  an  increase  in  our depletion rate. On a per unit of
equivalent production basis, depletion expense increased 13% from $1.22 per Mcfe
for  the  nine months of 2001 to $1.38 per Mcfe for the same period 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 our Home Run
Field.

Interest  expense.  Interest  expense for the first nine months of 2002 was $4.7
million  and  10% lower than interest expense for the first nine months of 2001.
The  decline  in  interest  expense  is primarily due to lower interest rates on
outstanding debt borrowings for the first nine months of 2002 as compared to the
same  period  of  2001. The decline related to lower interest rates is partially
offset  by  an  increase  in  outstanding debt for the first nine months of 2002
compared to the first nine months of 2001. The weighted average interest rate on
our  outstanding  indebtedness  during  the  first  nine months of 2002 was 7.4%
versus 9.8% for the first nine months of 2001. This decrease is primarily due to
lower  LIBOR  for  the  first  nine months of 2002 as compared to the first nine
months of 2001. Our weighted average outstanding debt balance for the first nine
months  of  2002 was $95.6 million compared to $90.3 million for the same period
last  year.  Interest  expense  for  the  first nine months of 2002 included (i)
$785,000  of  interest  expense  that  was  paid in kind through the issuance of
additional  debt  in lieu of cash, and (ii) $888,000 of non-cash charges related
to  the amortization of deferred loan fees. Interest expense is reflected net of
capitalized  interest  of $1.5 million and $655,000 for the first nine months of
2001  and  2002,  respectively.

Other  income  (expense).  Other  expense  for the first nine months of 2002 was
$256,000  compared  to other income of $7.8 million for the nine months of 2001.
We recognize 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 and for
the  ineffective  portion of cash flow hedging contracts. For the nine months of
2002, other income (expense) included $384,000 of non-cash income related to the
changes  in  the  fair  market values of these derivative contracts, $559,000 of
cash expense related to cash settlements pursuant to these derivative contracts,
and  $106,000  non-cash  expense related to the ineffective portion of cash flow
hedging  contracts.  Other  income  (expense)  for the first nine months of 2001
included  $9.2  million  of  non-cash  income related to the changes in the fair
market  values  of  these  derivative contracts and was partially offset by $1.4
million  of  cash  expense  related  to  the cash settlement of these derivative
contracts.  As  of  July  1,  2002,  all  of our existing derivative instruments
qualify  as  hedging  contracts.

LIQUIDITY  AND  CAPITAL  RESOURCES

2002  Capital  Expenditure  Program

Our  current  total  net  capital  spending budget for 2002 is $26.9 million. We
spent  $17.4  million in total net capital during the first nine months of 2002.
Total  net  capital  spending  for  the  first nine months of 2002 was partially
offset  by  $1.9  million from insurance reimbursements for costs related to the
loss  of  surface control on the Burkhart #1. For the remainder of 2002, we plan
to  spend  approximately  $9.5 million. Spending will be funded by our cash flow
and  current  cash  balance. Estimated capital expenditures for the remainder of
2002  represent  an increase of approximately 13% from our original 2002 budget.
This  increase  is primarily attributable to a forecasted increase in production


                                       12
<PAGE>
volumes, currently forecasted oil and natural gas prices and projected growth in
cash  flows.  The  final  determination  with  respect to drilling the currently
budgeted  wells  may  depend  on  a  number  of factors including the following:

     -    the  results of exploration efforts and the review and analysis of our
          3-D  seismic  data,
     -    the  availability  of  sufficient  capital  resources  by us and other
          participants  for  drilling  prospects,
     -    economic  and  industry  conditions at the time of drilling, including
          prevailing  and  anticipated  prices  for  natural gas and oil and the
          availability  of  drilling  equipment,
     -    the  availability  of  leases  on  reasonable  terms for the potential
          drilling  locations,  and
     -    the  availability  of  more  economically  attractive  prospects.

There  can  be  no assurance that the budgeted wells will, if drilled, encounter
reservoirs  of  commercial  quantities  of  oil  or  natural  gas.

Senior  Credit  Facility

Interest  expense  on  our senior credit facility for the third quarter 2002 was
$1.1  million.  This  includes  $130,000  of  non-cash  charges  related  to the
amortization  of  deferred  loan  fees.  Accrued interest expense for our senior
credit  facility  at  September  30,  2002  was  $27,000.

Interest expense on our senior credit facility for the first nine months of 2002
was  $3.1  million.  This  includes  $387,000 of non-cash charges related to the
amortization  of  deferred  loan  fees.  The  interest rate on our senior credit
facility on November 8, 2002 was 4.81%. We were in compliance with our covenants
at  September  30,  2002.

Subordinated  Notes  Facility

We  borrowed an additional $4.0 million under our subordinated notes facility in
March  2002.  Total debt outstanding pursuant to our subordinated notes facility
on  September  30,  2002  was  $21.5 million. Approximately $1.5 million of this
outstanding  balance  is subordinated notes that were issued to satisfy interest
obligations  on  our subordinated notes facility. We have no remaining borrowing
availability  under  our  subordinated  notes  facility.

Interest  expense  on our subordinated notes facility for the third quarter 2002
was  $753,000.  This  includes  $172,000  of  non-cash  charges  related  to the
amortization  of deferred loan fees. During the third quarter 2002, we exercised
our option to satisfy 50% of the interest payment obligation on our subordinated
notes  facility through the issuance of additional subordinated notes in lieu of
cash by issuing approximately $288,000 of additional subordinated notes. Accrued
interest  expense  for our subordinated notes facility at September 30, 2002 was
$386,000.

Interest expense on our subordinated notes facility for the first nine months of
2002 was $2.2 million. This includes $501,000 of non-cash charges related to the
amortization of deferred loan fees. For the first nine months of 2002, we issued
approximately  $785,000  in  additional subordinated notes to satisfy 50% of the
interest  obligations  on  our  senior  subordinated  notes facility. We were in
compliance  with  our  covenants  at  September  30,  2002.

Series  A  Preferred  Stock

Dividends and accretion on our Series A Preferred Stock for the third quarter of
2002  were  $746,000.  This  includes $62,000 of non-cash charges related to the
accretion  of  the  preferred  stock  and  $684,000  of  dividends  that  were
paid-in-kind  through  the  issuance  of  additional  Series  A Preferred Stock.
Dividends  and  accretion  on  our  Series A Preferred Stock for the first three
quarters  of  2002 were $2.2 million. This includes $174,000 of non-cash charges
related  to  the  accretion of the preferred stock and $2.0 million of dividends
that  were  paid  in  kind through the issuance of additional Series A Preferred
Stock.

The  liquidation  value of our outstanding Series A Preferred Stock at September
30,  2002  was  $34.6  million.  Approximately  $4.6 million of this outstanding
balance  represents  additional  Series  A Preferred Stock issued to satisfy our
dividend  payments.


                                       13
<PAGE>
Cash  Flow  Analysis

Cash  Flows  from  Operating  Activities.  Cash  flows  provided  by  operating
activities  for  the  first  nine  months of 2002 were $22.2 million compared to
$13.9  million  for the first nine months of 2001. The increased cash flows from
operating  activities  for  2002  is primarily due to a $7.9 million increase in
cash  from  working  capital  for  the  first  nine months of 2002 versus a cash
decrease  of  $1.2  million from working capital during the first nine months of
2001.  This  increase  was  partially offset by a $763,000 decrease in operating
cash  flow  before  changes in working capital for the first nine months of 2002
when  compared  to the first nine months of 2001. The decrease in operating cash
flow  before changes in working capital is primarily the result of a 6% decrease
in  our  average  equivalent realized sales price for oil and natural gas and an
18%  increase  in our cash general and administrative expense for the first nine
months  of  2002. These increases were partially offset by a 12% decrease in our
production  taxes  for  the  first  nine  months  of  2002.

Cash  Flows  from Investing Activities.  Cash flows used by investing activities
for  the  first nine months of 2002 were $18.9 million compared to $26.3 for the
first nine months of 2001. The decrease in cash used by investing activities for
2002  is  primarily  due  to  lower  capital  expenditures  for  exploration and
development activities during the first nine months of 2002 and $617,000 in cash
proceeds  from  the  sale  of  assets  during  the  first  nine  months of 2002.

Cash  Flows  from  Financing  Activities.  Cash  flows  provided  by  financing
activities for the first nine months of 2002 were $3.7 million compared to $18.9
million  during the first nine months of 2001. This decrease is primarily due to
the  borrowings  under  our  subordinated  notes  facility  and  the  financing
transaction  that  we completed during the first nine months of 2001. During the
first  nine  months  of  2001,  we borrowed an additional $9.0 million under our
subordinated  notes  facility  compared to an additional $4.0 million during the
first  nine months of 2002. We also issued Series A Preferred Stock and warrants
that  resulted  in  net proceeds of $9.8 million during the first nine months of
2001.

OTHER  MATTERS

Derivative  Instruments

Total  natural  gas  sold  subject to swap arrangements was 920,000 MMBtu in the
third  quarter of 2002. None of the natural gas we sold during the third quarter
2001  was  subject  to  swap  arrangements. We sold 920,000 MMBtu of natural gas
subject  to  a floor contract during the third quarter of 2001. We accounted for
these transactions as hedging activities and, accordingly, adjusted the price we
received  for  natural  gas production during the period the hedged transactions
occurred.  Adjustments  to  the  price  we  received for natural gas under these
hedging  arrangements  resulted in a decrease in natural gas revenues of $87,000
in the third quarter of 2002. There were no adjustments to the price we received
for  natural  gas  during  the  third  quarter  of  2001.

For  the  first  nine  months  of  2002,  total natural gas sold subject to swap
arrangements  was  2,277,500  MMBtu compared to 1,800,000 MMBtu during the first
nine  months  of  2001.  We  also sold 535,000 MMBtu subject to a floor contract
during  the  first  nine  months of 2001. We 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 we received for natural gas under these hedging arrangements resulted
in a decrease in natural gas revenues of $69,000 during the first nine months of
2002  and  a  decrease  in natural gas revenues of $8.0 million during the first
nine  months  of  2001.

During  the  third quarter of 2002, 46,000 Bbls of oil sold were subject to swap
arrangements  and  46,000  Bbls of oil sold were subject to collars. No oil sold
during  the  third  quarter  of 2001 was subject to swap arrangements and 18,400
Bbls  of  oil  sold  was  subject  to  collars.  We  also  accounted  for  these
transactions  as  hedging  activities  and,  as  a result, our oil revenues were
reduced  by  $414,000  in  the  third  quarter  of 2002 and $28,000 in the third
quarter  of  2001.

During  the  first  nine months of 2002, 46,000 Bbls of oil sold were subject to
swap  arrangements  and  159,000  Bbls sold were subject to collars. No oil sold
during the first nine months of 2001 was subject to swap arrangements and 91,000
Bbls  were sold subject to collars. As a result of these hedging activities, our
oil  revenues  for the first nine months of 2002 were reduced by $735,000 and by
$153,000  for  the  same  period  of  2001.


                                       14
<PAGE>
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. Our
derivative  instruments that did not qualify as hedging contracts expired at the
end  of  the  second  quarter 2002. During the third quarter 2001, we recognized
$2.2  million  in  non-cash  gains  related  to  changes  in  the fair values of
derivative  contracts  and  $347,000  in  cash losses related to cash settlement
payments made by us to our counterparty. For the nine months ended September 30,
2002  and  2001,  we  recognized  $384,000  and  $9.2  million, respectively, in
non-cash  gains  related  to  changes  in  the  fair  values of these derivative
contracts and $599,000 and $1.4 million, respectively, in cash losses related to
cash  settlement  payments  made  by  us  to  our  counterparty.

See  Note  5  to the Consolidated Financial Statements for information regarding
our  outstanding  crude  oil  and  natural  gas  derivative  contracts.

Effects  of  Inflation  and  Changes  in  Prices

Our  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  we are required to bear for operations. Inflation has had a minimal
effect  on  us.

Environmental  and  Other  Regulatory  Matters

Our 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  we  believe  we are in substantial compliance with all applicable laws
and regulations, the requirements imposed by laws and regulations are frequently
changed  and  subject to interpretation, and we cannot predict the ultimate cost
of  compliance  with  these  requirements or their effect on our operations. Any
suspensions,  terminations  or inability to meet applicable bonding requirements
could  materially  adversely  affect  our  financial  condition  and operations.
Although  significant  expenditures  may be required to comply with governmental
laws and regulations applicable to us, compliance has not had a material adverse
effect  on  our earnings or competitive position.  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. Brigham is currently evaluating the effect of the adoption
of  SFAS  143  on  its  financial position, results of operations or cash flows.

In  April  2002,  the  FASB  issued  Statement  of  Financial Standards No. 145,
"Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No.
13  and  Technical Corrections" ("SFAS 145") which is effective for fiscal years
beginning  after  May  15, 2002. Prior to the adoption of the provisions of SFAS
145,  gains  or  losses  on the early extinguishment of debt were required to be
classified  as  extraordinary  gains  or losses, net of associated income taxes,
below  the  determination of income or loss from continuing operations. SFAS 145
changes  this  accounting  (except  in  the  case of events or transactions of a
highly unusual and infrequent nature) and requires that gains or losses from the
early  extinguishment of debt be classified as components of income or loss from
continuing  operations. Brigham will adopt the provisions of SFAS 145 on January
1,  2003.  The  adoption of the provisions of SFAS 145 is not expected to affect
Brigham's  future  financial  position  or  liquidity.  When  Brigham adopts the
provisions  of  SFAS  145, gains or losses from the early extinguishment of debt
recognized  in the consolidated statements of operations for prior years will be
reclassified  to  other  revenues  or  other  expense  and  included  in  the
determination  of the income (loss) from continuing operations of those periods.


                                       15
<PAGE>
In  July  2002,  the  FASB  issued  Statement  of  Financial  Standard  No. 146,
"Accounting  for Costs Associated with Exit or Disposal Activities" ("SFAS 146")
which  requires  companies  to  recognize costs associated with exit or disposal
activities  when  they  are incurred rather than at the date of commitment to an
exit  or  disposal  plan.  Examples  of  costs covered by SFAS 146 include lease
termination  costs and certain employee severance costs that are associated with
a  restructuring,  discontinued  operations, or other exit or disposal activity.
SFAS 146 replaces Emerging Task Force Issue No. 94-3, "Liability Recognition for
Certain  Employee  Termination  Benefits  and  Other  Costs  to Exit an Activity
(including  Certain  Costs Incurred in a Restructuring)". The provisions of SFAS
146  are  effective  for  exit  and disposal activities that are initiated after
December  31,  2002.  Brigham  will  account  for  exit  or  disposal activities
initiated after December 31, 2002 in accordance with the provisions of SFAS 146.

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  our financial position,
business strategy and other plans and objectives for future operations. Although
we  believe  that the expectations reflected in these forward looking statements
are  reasonable,  there  can  be  no  assurance  that  the  actual  results  or
developments  anticipated  by  us  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  our  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 us and our project participants, government regulations and other factors set
forth  among  the  risk  factors noted in this report, in the description of our
business  in Item 1 of our Form 10-K report for the year ended December 31, 2001
(see page 1 of our 2001 Form 10-K) or in our Management's Discussion Analysis of
Financial Condition in our Form 10-K report for the year ended December 31, 2001
(see  page  29  of  our 2001 Form 10-K). All subsequent oral and written forward
looking  statements  attributable  to  us  or  persons  acting on our behalf are
expressly  qualified in their entirety by these factors. We assume no obligation
to  update  any  of  these  statements.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

In Part II, Item 7A of our Form 10-K report for the year ended December 31, 2001
(see page 54 of Brigham's 2001 Form 10-K), we provide a discussion of our market
risk.  See  Note 5 to the Consolidated Financial Statements regarding our market
risk  associated  with  our  derivative instruments at September 30, 2002. There
were  no  material  changes during the third quarter of 2002 in our exposures to
loss  from  possible  future  changes in the prices of oil and natural gas or in
interest  rates, other than those described in our 2001 Form 10-K report, and in
Note  5  to  the  Consolidated  Financial  Statements  in  this  Form  10-Q.

ITEM 4.  DISCLOSURE CONTROLS AND PROCEDURES

(a)     Evaluation  of disclosure controls and procedures.  Within 90 days prior
to  the  filing  date  of  this Form 10-Q, Brigham's principal executive officer
("CEO") and principal financial officer ("CFO") carried out an evaluation of the
effectiveness  of  Brigham's  disclosure  controls and procedures. Based on this
evaluation,  the  CEO  and  CFO  believe  that Brigham's disclosure controls and
procedures  are  designed to ensure that information required to be disclosed by
Brigham  in  the  reports  it files under the Securities Exchange Act of 1934 is
recorded,  processed,  summarized and reported within the time periods specified
in  the  Securities  and  Exchange  Commission's  rules  and forms and that such
information  is  accumulated and communicated to Brigham's management, including
the  CEO  and  CFO,  as appropriate to allow timely decisions regarding required
disclosure; and that Brigham's disclosure controls and procedures are effective.

(b)     Changes in internal controls.  There have been no significant changes in
Brigham's  internal controls or in other factors that could significantly affect
Brigham's  internal controls subsequent to the evaluation referred to in Item 4.
(a),  above,  nor  have  there  been  any  corrective  actions  with  regard  to
significant  deficiencies  or  material  weaknesses.


                                       16
<PAGE>
                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

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.


                                       17
<PAGE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits:

     None

(b)  Reports  on  Form  8-K:

     We  filed a report on Form 8-K on July 16, 2002 to report the announcements
     on  July  11,  2002  of  the  successful  completion  our  Providence Field
     confirmation well and West Texas Fusselman discovery. The Form 8-K included
     a  copy  of  the  press  release  that  provided  this  announcement.

     We  filed  a  report  on  Form  8-K  on  August  12,  2002,  to  report the
     announcement  on  August  5, 2002 of our operational results for the second
     quarter  of  2002  and  to report the announcement on August 6, 2002 of our
     financial  results for the second quarter of 2002.  The Form 8-K included a
     copy  of  the  press  releases  that  provided  these  announcements.

     We  filed a report on Form 8-K on August 22, 2002 submitting certifications
     dated  August  14,  2002  by  our  chief  executive  officer  and our chief
     financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     in  correspondence  to  the  SEC accompanying Brigham's quarterly report on
     Form  10-Q  for  the  quarter  ended  June  30,  2002.


                                       18
<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  November  13,  2002.

                                              BRIGHAM  EXPLORATION  COMPANY


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



                                              By:  /s/  EUGENE  B  SHEPHERD, JR.
                                                   -----------------------------
                                              Eugene  B.  Shepherd,  Jr.
                                              Senior Vice President and Chief
                                              Financial  Officer


                                       19
<PAGE>
                           BRIGHAM EXPLORATION COMPANY

                                 CERTIFICATIONS

I,  Ben  M.  Brigham,  certify  that:

1.   I have reviewed this  quarterly  report on Form 10-Q of Brigham Exploration
Company  ("Brigham"):

2.   Based  on my knowledge, this  quarterly report does not contain  any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements made, in light of circumstances under which such statements were
made,  not  misleading  with  respect  to  the  period covered by this quarterly
report;

3.   Based  on  my  knowledge,  the  financial statements, and  other  financial
information  included  in  this quarterly report, fairly present in all material
respects  the  financial  condition,  results  of  operations  and cash flows of
Brigham  as  of,  and  for,  the  periods  presented  in  this quarterly report;

4.   Brigham's other certifying  officer  and I are responsible for establishing
and  maintaining  disclosure controls and procedures (as defined in Exchange Act
Rules  13a-14  and  15d-14)  for  Brigham  and  we  have:

     a)  designed  such  disclosure  controls  and  procedures  to  ensure  that
     material  information  relating  to  Brigham,  including  its  consolidated
     subsidiaries,  is  made  known  to  us  by  others  within  those entities,
     particularly  during  the  period  in  which this quarterly report is being
     prepared;

     b)  evaluated  the  effectiveness  of  Brigham's  disclosure  controls  and
     procedures  as  of  a  date within 90 days prior to the filing date of this
     quarterly  report  (the  "Evaluation  Date");  and

     c)  presented  in  this  quarterly  report  our  conclusions  about  the
     effectiveness  of  the  disclosure  controls  and  procedures  based on our
     evaluation  as  of  the  Evaluation  Date;

5.   Brigham's  other  certifying  officer  and  I  have disclosed, based on our
most  recent  evaluation,  to  Brigham's  auditors  and  the  audit committee of
Brigham's  board  of  directors (or persons performing the equivalent function):

     a)  all  significant  deficiencies  in  the design or operation of internal
     controls which could adversely affect Brigham's ability to record, process,
     summarize  and  report  financial  data  and  have identified for Brigham's
     auditors  any  material  weaknesses  in  internal  controls;  and

     b)  any  fraud,  whether or not material, that involves management or other
     employees  who  have a significant role in Brigham's internal controls; and

6.   Brigham's other  certifying  officer and I have indicated in this quarterly
report  whether or not there were significant changes in internal controls or in
other  factors  that  could significantly affect internal controls subsequent to
the  date  of  our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.

November  13,  2002


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


                                       20
<PAGE>
                           BRIGHAM EXPLORATION COMPANY

                                 CERTIFICATIONS

I,  Eugene  B.  Shepherd,  Jr.,  certify  that:

1.   I have reviewed  this quarterly  report on Form 10-Q of Brigham Exploration
Company  ("Brigham"):

2.   Based  on my  knowledge, this  quarterly report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements made, in light of circumstances under which such statements were
made,  not  misleading  with  respect  to
 the  period  covered  by  this  quarterly  report;

3.   Based  on  my  knowledge,  the  financial statements, and  other financial
information  included  in  this quarterly report, fairly present in all material
respects  the  financial  condition,  results  of  operations  and cash flows of
Brigham  as  of,  and  for,  the  periods  presented  in  this quarterly report;

4.   Brigham's  other  certifying officer and I are responsible for establishing
and  maintaining  disclosure controls and procedures (as defined in Exchange Act
Rules  13a-14  and  15d-14)  for  Brigham  and  we  have:

     a)  designed  such  disclosure  controls  and  procedures  to  ensure  that
     material  information  relating  to  Brigham,  including  its  consolidated
     subsidiaries,  is  made  known  to  us  by  others  within  those entities,
     particularly  during  the  period  in  which this quarterly report is being
     prepared;

     b)  evaluated  the  effectiveness  of  Brigham's  disclosure  controls  and
     procedures  as  of  a  date within 90 days prior to the filing date of this
     quarterly  report  (the  "Evaluation  Date");  and

     c)  presented  in  this  quarterly  report  our  conclusions  about  the
     effectiveness  of  the  disclosure  controls  and  procedures  based on our
     evaluation  as  of  the  Evaluation  Date;

5.   Brigham's  other  certifying  officer  and I  have  disclosed, based on our
most  recent  evaluation,  to  Brigham's  auditors  and  the  audit committee of
Brigham's  board  of  directors (or persons performing the equivalent function):

     a)  all  significant  deficiencies  in  the design or operation of internal
     controls which could adversely affect Brigham's ability to record, process,
     summarize  and  report  financial  data  and  have identified for Brigham's
     auditors  any  material  weaknesses  in  internal  controls;  and

     b)  any  fraud,  whether or not material, that involves management or other
     employees  who  have a significant role in Brigham's internal controls; and

6.   Brigham's  other  certifying officer and I have indicated in this quarterly
report  whether or not there were significant changes in internal controls or in
other  factors  that  could significantly affect internal controls subsequent to
the  date  of  our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.


November  13, 2002


                                     /s/  EUGENE  B  SHEPHERD,  JR.
                                     ------------------------------
                                     Eugene  B.  Shepherd,  Jr.
                                     Senior  Vice  President  and  Chief
                                     Financial  Officer


                                       21
<PAGE>

                            CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)


In  connection  with  this  quarterly report on Form 10-Q of Brigham Exploration
Company  ("Brigham") for the period ending September 30, 2002 (the "Report"), I,
Ben  M. Brigham, President, Chief Executive Officer and Chairman of the Board of
Brigham,  certify  that  to  my  knowledge:

     1.   The  Report  fully  complies with the requirements of Section 13(a) or
          15(d)  of  the  Securities  Exchange  Act  of  1934  (15 U.S.C. 78m or
          78o(d));  and

     2.   The  information  contained  in  the  Report  fairly  presents, in all
          material  respects,  the financial condition and results of operations
          of  Brigham.


Dated:  November  13,  2002            /s/  BEN  M.  BRIGHAM
                                       ------------------------------
                                       Ben  M.  Brigham,
                                       President,  Chief  Executive  Officer
                                       and  Chairman  of  the  Board


                                       22
<PAGE>

                            CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)


In  connection  with  this  quarterly report on Form 10-Q of Brigham Exploration
Company  ("Brigham") for the period ending September 30, 2002 (the "Report"), I,
Eugene  B.  Shepherd,  Jr., Senior Vice President and Chief Financial Officer of
Brigham,  certify  that  to  my  knowledge:

     1.   The  Report  fully  complies with the requirements of Section 13(a) or
          15(d)  of  the  Securities  Exchange  Act  of  1934  (15 U.S.C. 78m or
          78o(d));  and

     2.   The  information  contained  in  the  Report  fairly  presents, in all
          material  respects,  the financial condition and results of operations
          of  Brigham.


Dated:  November  13,  2002            /s/  EUGENE  B  SHEPHERD,  JR.
                                       ------------------------------
                                       Eugene  B.  Shepherd,  Jr.
                                       Senior  Vice  President
                                       and  Chief  Financial  Officer


                                       23
<PAGE>