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

                                  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, 2001

                                       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        (I.R.S. Employer
    of incorporation or       Industrial Classification     Identification
       organization)                Code Number)                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 5, 2001, 16,015,618 shares of Common Stock, $.01 per share,
were  outstanding.

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


<PAGE>
                           BRIGHAM EXPLORATION COMPANY

                       THIRD QUARTER 2001 FORM 10-Q REPORT

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

                                                                            PAGE
                                                                            ----

                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

            Consolidated Balance Sheets - September 30, 2001
                 and December 31, 2000. . . . . . . . . . . . . . . . . .     1
            Consolidated Statements of Operations - Three and
                 nine months ended September 30, 2001 and 2000. . . . . .     2
            Consolidated Statement of Changes in Stockholders'
                 Equity - Nine months ended September 30, 2001. . . . . .     3
            Consolidated Statements of Cash Flows - Nine months
                 ended September 30, 2001 and 2000. . . . . . . . . . . .     4
            Notes to Consolidated Financial Statements. . . . . . . . . .     5

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

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


                           PART II - OTHER INFORMATION

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

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


<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,
                                                                                                  2001             2000
                                                                                             ---------------  --------------
<S>                                                                                          <C>              <C>
                                                            ASSETS
Current assets:
  Cash and cash equivalents                                                                  $        7,316   $         837
  Accounts receivable                                                                                13,128           9,277
  Other current assets                                                                                2,011             559
                                                                                             ---------------  --------------
    Total current assets                                                                             22,455          10,673
                                                                                             ---------------  --------------

Oil and gas properties, at cost, net                                                                149,174         129,490
Other property and equipment, at cost, net                                                            1,295           1,341
Drilling advances paid                                                                                    1             960
Deferred loan fees                                                                                    3,309           4,338
Other noncurrent assets                                                                                  96             109
                                                                                             ---------------  --------------
                                                                                             $      176,330   $     146,911
                                                                                             ===============  ==============

                                             LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                                                           $        8,996   $       9,211
  Accrued drilling costs                                                                              2,279             792
  Participant advances received                                                                       1,181             136
  Other current liabilities                                                                           5,553           7,760
                                                                                             ---------------  --------------
    Total current liabilities                                                                        18,009          17,899
                                                                                             ---------------  --------------

Notes payable                                                                                        75,000          75,000
Senior subordinated notes                                                                            16,498           7,000
Other noncurrent liabilities                                                                            253           3,697

Commitments and contingencies

Series A Preferred Stock, mandatorily redeemable, $.01 par value, $20 stated value,
  2,250,000 shares authorized, 1,566,858 and 1,000,000 shares issued and outstanding
  at September 30, 2001 and December 31, 2000, redemption value $20 per share                        15,308           8,558

Stockholders' equity:
  Preferred stock, $.01 par value, 10 million shares authorized, of which 2,250,000 shares
    are designated as Series A                                                                            -               -
  Common stock, $.01 par value, 50 million shares authorized, 17,097,250 and
    17,030,176 shares issued and 16,006,218 and 15,977,544 shares outstanding
    at September 30, 2001 and December 31, 2000, respectively                                           171             170
  Additional paid-in capital                                                                         81,067          78,274
  Unearned stock compensation                                                                          (912)         (1,321)
  Accumulated deficit                                                                               (24,942)        (38,416)
  Treasury stock, at cost; 1,091,032 and 1,052,632 shares at September 30, 2001 and
    December 31, 2000                                                                                (4,098)         (3,950)
  Accumulated other comprehensive income (loss)                                                         (24)              -
                                                                                             ---------------  --------------
    Total stockholders' equity                                                                       51,262          34,757
                                                                                             ---------------  --------------
                                                                                             $      176,330   $     146,911
                                                                                             ===============  ==============

              Oil and gas properties are accounted for using the full cost method.
</TABLE>

                See accompanying notes to the 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,
                                                             ------------------  -------------------
                                                               2001      2000      2001      2000
                                                             --------  --------  --------  ---------
<S>                                                          <C>       <C>       <C>       <C>
Revenues:
  Oil and gas sales                                          $ 8,848   $ 5,362   $26,220   $ 14,502
  Other                                                           23         3       198         52
                                                             --------  --------  --------  ---------
                                                               8,871     5,365    26,418     14,554
                                                             --------  --------  --------  ---------

Costs and expenses:
  Lease operating                                                842       541     2,332      1,502
  Production taxes                                               415       554     1,503      1,253
  General and administrative                                     934       718     2,708      2,166
  Depletion of oil and gas properties                          3,244     2,207     8,903      5,791
  Depreciation and amortization                                  140       147       375        430
                                                             --------  --------  --------  ---------
                                                               5,575     4,167    15,821     11,142
                                                             --------  --------  --------  ---------
  Operating income                                             3,296     1,198    10,597      3,412
                                                             --------  --------  --------  ---------

Other income (expense):
  Interest income                                                 63        24       230         80
  Interest expense, net                                       (1,595)   (3,291)   (5,180)    (9,097)
  Other income (expense)                                       1,842    (3,276)    7,827     (6,266)
                                                             --------  --------  --------  ---------
                                                                 310    (6,543)    2,877    (15,283)
                                                             --------  --------  --------  ---------

Income (loss) before income taxes                              3,606    (5,345)   13,474    (11,871)
Income tax benefit (expense)                                       -         -         -          -
                                                             --------  --------  --------  ---------

Net income (loss)                                              3,606    (5,345)   13,474    (11,871)

Less accretion and dividends on redeemable preferred stock       659         -     1,776          -
                                                             --------  --------  --------  ---------

Net income (loss) available to common stockholders           $ 2,947   $(5,345)  $11,698   $(11,871)
                                                             ========  ========  ========  =========

Net income (loss) per share available
  to common stockholders:
    Basic                                                    $  0.18   $ (0.32)  $  0.73   $  (0.73)
    Diluted                                                  $  0.17   $ (0.32)  $  0.67   $  (0.73)
</TABLE>

        See accompanying notes to the consolidated financial statements.


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

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

                                                                                                            Accumulated
                                                                                                               Other
                                                                                                               Compre-     Total
                                   Common Stock     Additional    Unearned      Accum-      Treasury Stock     hensive     Stock
                                 -----------------   Paid-in       Stock        ulated    ------------------   Income     holders'
                                 Shares   Amounts    Capital    Compensation    Deficit   Shares    Amounts    (Loss)      Equity
                                 -------  --------  ---------  --------------  ---------  -------  ---------  ---------  ---------
<S>                              <C>      <C>       <C>        <C>             <C>        <C>      <C>        <C>        <C>
Balance, December 31, 2000        17,030  $    170  $ 78,274   $      (1,321)  $(38,416)  (1,053)  $ (3,950)  $      -   $ 34,757

Exercise of employee stock
  options                             67         1       179               -          -        -          -          -        180
Forfeitures of employee stock
  options                              -         -      (116)             31          -        -          -          -        (85)
Forfeitures of restricted stock        -         -         6             121          -      (38)      (148)         -        (21)
Issuance of warrants                   -         -     4,500               -          -        -          -          -      4,500
Dividends on mandatorily
  redeemable Series A
  Preferred Stock                      -         -    (1,702)              -          -        -          -          -     (1,702)
Accretion on mandatorily
  redeemable Series A
  Preferred Stock                      -         -       (74)              -          -        -          -          -        (74)
Amortization of unearned
  stock compensation                   -         -         -             257          -        -          -          -        257
Net income                             -         -         -               -     13,474        -          -          -     13,474
Other comprehensive
  income (loss):
    Cumulative effect (loss) on
       the adoption of FAS 133         -         -         -               -          -        -          -    (11,800)   (11,800)
    Change in fair value of
       cash flow hedges                -         -         -               -          -        -          -     11,776     11,776
Comprehensive loss
                                 -------  --------  ---------  --------------  ---------  -------  ---------  ---------  ---------
Balance, September 30, 2001       17,097  $    171  $ 81,067   $        (912)  $(24,942)  (1,091)  $ (4,098)  $    (24)  $ 51,262
                                 =======  ========  =========  ==============  =========  =======  =========  =========  =========


                                  Compre-
                                  hensive
                                  Income
                                  (Loss)
                                 ---------
<S>                              <C>
Balance, December 31, 2000

Exercise of employee stock
  options
Forfeitures of employee stock
  options
Forfeitures of restricted stock
Issuance of warrants
Dividends on mandatorily
  redeemable Series A
  Preferred Stock
Accretion on mandatorily
  redeemable Series A
  Preferred Stock
Amortization of unearned
  stock compensation
Net income                       $ 13,474
Other comprehensive
  income (loss):
    Cumulative effect (loss) on
       the adoption of FAS 133    (11,800)
    Change in fair value of
       cash flow hedges            11,776
                                 ---------
Comprehensive loss               $ 13,450
                                 =========
Balance, September 30, 2001
</TABLE>

        See accompanying notes to the consolidated financial statements.


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

                                                    CONSOLIDATED
                                              STATEMENTS OF CASH FLOWS
                                                   (in thousands)
                                                     (unaudited)
                                                                                                  Nine Months Ended
                                                                                                    September 30,
                                                                                                --------------------
                                                                                                  2001       2000
                                                                                                ---------  ---------
<S>                                                                                             <C>        <C>
Cash flows from operating activities:
  Net income (loss)                                                                             $ 13,474   $(11,871)
  Adjustments to reconcile net income (loss) to cash provided (used) by operating activities:
    Depletion of oil and gas properties                                                            8,903      5,791
    Depreciation and amortization                                                                    375        430
    Interest paid through the issuance of additional senior subordinated notes                       498      4,575
    Amortization of deferred loan fee and debt issuance costs                                      1,029        987
    Amortization of discount on senior subordinated notes                                              -        673
    Amortization of deferred loss on derivative instruments                                            -        280
    Market value adjustment for derivative instruments                                            (9,217)     5,683
    Changes in working capital and other items:
      Accounts receivable                                                                         (3,851)    (3,323)
      Other current assets                                                                        (1,452)      (243)
      Accounts payable                                                                              (215)    (7,550)
      Participant advances received                                                                1,045         99
      Other current liabilities                                                                    3,286        179
      Other noncurrent assets                                                                         13        (58)
      Other noncurrent liabilities                                                                   (23)     2,214
                                                                                                ---------  ---------
        Net cash provided (used) by operating activities                                          13,865     (2,134)
                                                                                                ---------  ---------

Cash flows from investing activities:
  Additions to oil and natural gas properties                                                    (27,020)   (19,024)
  Additions to other property and equipment                                                         (257)       (83)
  Decrease in drilling advances paid                                                                 959         19
                                                                                                ---------  ---------
        Net cash used by investing activities                                                    (26,318)   (19,088)
                                                                                                ---------  ---------

Cash flows from financing activities:
  Proceeds from issuance of common stock                                                               -      4,202
  Proceeds from exercise of employee stock options                                                   180          -
  Proceeds from issuance of preferred stock and warrants, net                                      9,838          -
  Proceeds from issuance of senior subordinated notes and warrants                                     -        260
  Increase in notes payable                                                                        9,000     15,000
  Principal payments on notes payable                                                                  -       (354)
  Principal payments on capital lease obligations                                                    (86)      (168)
  Deferred loan fees paid                                                                              -       (400)
                                                                                                ---------  ---------
        Net cash provided by financing activities                                                 18,932     18,540
                                                                                                ---------  ---------

Net increase (decrease) in cash and cash equivalents                                               6,479     (2,682)
Cash and cash equivalents, beginning of period                                                       837      2,742
                                                                                                ---------  ---------
Cash and cash equivalents, end of period                                                        $  7,316   $     60
                                                                                                =========  =========
</TABLE>

        See accompanying notes to the 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  2000  Annual  Report on Form 10-K pursuant to
     Section  13  or  15(d)  of  the  Securities  Exchange  Act  of  1934.

3.   PRIVATE  PLACEMENT  OF  PREFERRED  STOCK

     In  March  2001,  Brigham  issued  500,000 additional shares of mandatorily
     redeemable  Series A Preferred Stock and 2,105,263 additional warrants (the
     "Additional  Series A Warrants") to purchase Brigham's common stock for $10
     million.

     The  Additional  Series  A  Warrants  have a term of ten years, an exercise
     price  of $4.75 per share and must be exercised, if Brigham so requires, in
     the event that the market price of Brigham's common stock averages at least
     150%  of  the  exercise price ($7.125 per share) for 60 consecutive trading
     days.  The  exercise  price  of the Additional Series A Warrants is payable
     either  in  cash  or  in  shares  of  Series  A  Preferred Stock, valued at
     liquidation  value  plus accrued dividends. If Brigham requires exercise of
     the  Additional  Series  A  Warrants,  proceeds  will  be  used to fund the
     redemption of a similar value of then outstanding Series A Preferred Stock.
     The  Additional Series A Warrants were valued at approximately $4.5 million
     using  the  Black-Scholes  valuation  model and were recorded as additional
     paid-in  capital.

4.   NET  INCOME  (LOSS)  PER  SHARE

     Basic earnings per common share ("EPS") are computed by dividing net income
     (loss)  available  to common stockholders by the weighted average number of
     common  shares  outstanding  for  the  period.  Diluted  EPS  reflects  the
     potential  dilution  that  could  occur if securities were exercised for or
     converted  into  common  stock.


                                        5
<PAGE>
                           BRIGHAM EXPLORATION COMPANY

                            NOTES TO THE CONSOLIDATED
                              FINANCIAL STATEMENTS
                                   (unaudited)



     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,  2001  and  2000:

<TABLE>
<CAPTION>
                                                           Three Months Ended  Nine Months Ended
                                                              September 30,       September 30,
                                                            -----------------  ------------------
                                                             2001      2000     2001      2000
                                                            -------  --------  -------  ---------
<S>                                                         <C>      <C>       <C>      <C>
Basic EPS:
  Income (loss) available to common stockholders            $ 2,947  $(5,345)  $11,698  $(11,871)
                                                            =======  ========  =======  =========
  Common shares outstanding                                  15,984   16,713    15,983    16,237
                                                            =======  ========  =======  =========
  Basic EPS                                                 $  0.18  $ (0.32)  $  0.73  $  (0.73)
                                                            =======  ========  =======  =========
Diluted EPS:
  Income (loss) available to common stockholders - basic    $ 2,947  $(5,345)  $11,698  $(11,871)

  Effect of assumed conversions:
    Amortization of compensation expense on stock options         2        -        11         -
                                                            -------  --------  -------  ---------
  Income (loss) available to common stockholders - diluted  $ 2,949  $(5,345)  $11,709  $(11,871)
                                                            =======  ========  =======  =========

  Common shares outstanding                                  15,984   16,713    15,983    16,237

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

  Adjusted common shares outstanding - diluted               17,036   16,713    17,469    16,237
                                                            =======  ========  =======  =========
  Diluted EPS                                               $  0.17  $ (0.32)  $  0.67  $  (0.73)
                                                            =======  ========  =======  =========
</TABLE>

     At  September  30,  2001  and  2000,  options and warrants to purchase 14.3
     million  and  9.9  million  shares  of  common  stock,  respectively,  were
     outstanding but were not included in the computation of diluted EPS because
     the  effects  would  have  been  antidilutive.

5.   DERIVATIVE  INSTRUMENTS

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

     On  January  1,  2001,  Brigham  adopted  Statement of Financial Accounting
     Standards  No.  133,  "Accounting  for  Derivative  Instruments and Hedging
     Activities"  ("FAS  133")  which  establishes  accounting  and  reporting
     standards  for  derivative  instruments  and  for  hedging  activities.  In
     accordance  with  FAS  133,  all derivative instruments are recorded on the
     balance  sheet  at  fair value and changes in the fair value of derivatives
     are recorded each period in current earnings or other comprehensive income,
     depending  on  whether  a  derivative  is  designated  as  part  of a hedge
     transaction  and,  if  it  is,  depending on the type of hedge transaction.
     Brigham's hedge contracts consist primarily of cash flow hedge transactions
     in  which  Brigham  is  hedging  the  variability  of cash flows related to
     forecasted  transactions.  Changes  in  the  fair value of these derivative
     instruments  are  reported in other comprehensive income and are recognized


                                        6
<PAGE>
                           BRIGHAM EXPLORATION COMPANY

                            NOTES TO THE CONSOLIDATED
                              FINANCIAL STATEMENTS
                                   (unaudited)



     as  earnings  in  the  periods  in  which  earnings  are  impacted  by  the
     variability  of  the cash flows of the hedged item. The ineffective portion
     of  all  hedges  is  recognized  in  current  period  earnings.

     On  January  1,  2001,  Brigham  recorded  a  net  of tax cumulative effect
     adjustment  of  $(11.8)  million  to  other  comprehensive income (loss) to
     recognize  the  fair  value  (liability) of all derivative instruments that
     qualify  for  hedge accounting treatment in accordance with FAS 133. In the
     three  and  nine months ended September 30, 2001, Brigham recognized losses
     of  $28,000  and  $8.2 million, respectively, from hedging contracts, which
     were  recorded  as  a reduction of oil and gas sales, and $60,000 and $11.8
     million, respectively, of gains related to changes in the fair value, which
     were  recorded  as a reduction of the liability with a corresponding offset
     recorded  in  other  comprehensive  income.

     Derivative  instruments  that  do  not  qualify  as  hedging  contracts are
     recorded  at  fair  value on the balance sheet. At each balance sheet date,
     the  value  of  these derivative instruments is adjusted to reflect current
     fair  value  and  any  gains  or  losses  are recognized as other income or
     expense.  At  September  30,  2001 and December 31, 2000, the fair value of
     these derivative instruments included in other liabilities was $833,000 and
     $10.1  million,  respectively. In the three and nine months ended September
     30,  2001,  Brigham recognized $2.2 million and $9.2 million, respectively,
     in non-cash gains related to changes in the fair values of these derivative
     contracts  and  $347,000  and  $1.4  million,  respectively, in cash losses
     related  to  the  cash  settlement  payments  made  by  the  Company to the
     counterparty.

     The  following  tables  summarize Brigham's outstanding oil and natural gas
     derivative  instruments  as  of  September  30,  2001:

<TABLE>
<CAPTION>
NATURAL GAS DERIVATIVE CONTRACTS
                                                        2001                    2002
                                                ---------------------  ----------------------
                                                            AVERAGE                 AVERAGE
                                                CONTRACT    CONTRACT    CONTRACT    CONTRACT
                      PRICING      CONTRACT      VOLUMES     PRICE      VOLUMES      PRICE
                       BASIS         TERM        (MMBTU)   ($/MMBTU)    (MMBTU)    ($/MMBTU)
                      --------  --------------  ---------  ----------  ----------  ----------
<S>                   <C>       <C>             <C>        <C>         <C>         <C>
Fixed Price Cap         ANR     October 2001 -    920,000  $     2.63   1,810,000  $     2.63
                      Oklahoma    June 2002

Fixed Price Floor       ANR     October 2001 -    230,000  $     1.80           -           -
                      Oklahoma  December 2001


CRUDE OIL DERIVATIVE CONTRACTS
                                                        2001                    2002
                                                ---------------------  ----------------------
                                                            AVERAGE                 AVERAGE
                                                CONTRACT    CONTRACT    CONTRACT    CONTRACT
                      PRICING      CONTRACT      VOLUMES     PRICE      VOLUMES      PRICE
                       BASIS         TERM         (BBLS)    ($/BBLS)     (BBLS)     ($/BBLS)
                      --------  --------------  ---------  ----------  ----------  ----------
Fixed Price Cap       NYMEX     October 2001 -     18,400  $    25.25           -           -
                                December 2001

Fixed Price Floor     NYMEX     October 2001 -     18,400  $    16.10           -           -
                                December 2001
</TABLE>


                                        7
<PAGE>
                           BRIGHAM EXPLORATION COMPANY

                            NOTES TO THE CONSOLIDATED
                              FINANCIAL STATEMENTS
                                   (unaudited)



In  October  2001,  Brigham  entered  into  three  natural  gas fixed price swap
agreements  whereby  Brigham  exchanged  a  floating  market  price  for a fixed
contract  price  of  $2.80 per MMBtu for 2,500 MMBtu per day for the period from
January 2002 to June 2002, $2.90 per MMBtu on 2,500 MMBtu per day for the period
from  January  2002 to December 2002, and $3.00 per MMBtu on 2,500 MMBtu per day
for  the  period  from  January  2002 to June 2003. These derivative instruments
qualify  for  hedge  accounting in accordance with FAS 133 and will be accounted
for  as  cash  flow  hedges.


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

RESULTS  OF  OPERATIONS

Comparison of the three-month periods ended September 30, 2001 and 2000

     Oil  and  natural  gas  sales. Oil and natural gas sales increased 65% from
$5.4 million for the third quarter of 2000 to $8.8 million for the third quarter
of  2001.  Of this net increase, $1.1 million was attributable to a 16% increase
in  the  average  realized  equivalent  oil and natural gas sales price and $2.3
million  was  attributable  to a 42% increase in production volumes. Natural gas
production  volumes  increased 41% from 1,270 MMcf for the third quarter of 2000
to  1,790  MMcf for the third quarter of 2001. This increase was principally due
to  the  completion  of  wells drilled during 2001 and recompletion and workover
projects  performed  on  certain producing wells. The average realized price for
natural  gas  increased  53% from $1.99 per Mcf for the third quarter of 2000 to
$3.05  per Mcf for the third quarter of 2001. Natural gas hedging losses reduced
natural  gas  revenues  by $2.9 million ($2.27 per Mcf) for the third quarter of
2000.  Oil  production volumes increased 45% from 92 MBbls for the third quarter
of  2000  to  134  MBbls  for  the  third  quarter  of  2001.  This increase was
principally  due to the completion of wells drilled during 2001 and recompletion
and workover projects performed on certain producing wells. The average realized
price for oil decreased 18% from $30.62 per Bbl for the third quarter of 2000 to
$25.26  per  Bbl for the third quarter of 2001. Oil hedging reduced oil revenues
by  $28,000  ($.21  per Bbl) and $38,000 ($.41 per Bbl) for the third quarter of
2001 and  2000,  respectively.

     Lease  operating  expenses.  Lease  operating  expenses  increased 56% from
$541,000  for  the  third  quarter  of 2000 to $842,000 for the third quarter of
2001,  and,  on a per unit of production basis, lease operating expenses for the
same  period increased 7% from $0.30 per Mcfe to $0.32 per Mcfe. The increase in
lease  operating  expenses  for  third  quarter  of  2001 is primarily due to an
increase  in  the  number  of producing wells and an increase in well repair and
maintenance  cost.

     Production  taxes.  Production  taxes  decreased  25% from $554,000 for the
third quarter of 2000 to $415,000 for the third quarter of 2001.On a per unit of
production  basis, production taxes for the same period decreased 47% from $0.30
per  Mcfe  to  $0.16  per  Mcfe  primarily  as a result of a 25% decrease in the
average  pre-hedge  equivalent  price  for  oil  and  natural  gas sales and the
recording  of a $53,000 refund of production taxes related to certain wells that
qualify  for  reduced  production  tax  rates.

     General  and  administrative  expenses. General and administrative expenses
increased  30%  from  $718,000 for the third quarter of 2000 to $934,000 for the
third  quarter  of  2001  primarily  due to higher employee payroll and benefits
expenses. On a per unit of production basis, general and administrative expenses
decreased 8% from $0.39 per Mcfe for the third quarter of 2000 to $0.36 per Mcfe
for  the  third quarter of 2001 as increased production volumes more than offset
higher  aggregate  general  and  administrative  expenses.

     Depletion  of  oil and natural gas properties. Depletion of oil and natural
properties  increased  47%  from  $2.2  million  ($1.21  per Mcfe) for the third
quarter  of 2000 to $3.2 million ($1.25 per Mcfe) for the third quarter of 2001.
Of  this increase, $964,000 was due to higher production volumes and $73,000 was
due to an increase in the depletion rate per unit of production. The increase in
the  per  unit depletion rate resulted primarily from the estimated additions of
proved  oil  and natural gas reserves at higher average capital costs during the
third  quarter  of 2001 as compared with estimated amounts for the third quarter
of  2000.

     Net  interest expense. Net interest expense decreased 52% from $3.3 million
for  the  third  quarter  of 2000 to $1.6 million for the third quarter of 2001.
This  decrease  was due to a lower average debt balance and lower interest rates
on  outstanding  borrowings  for the third quarter of 2001 compared to the third
quarter  of  2000.  These  reductions  were  principally  due  to Brigham's debt
refinancing  transactions  that were completed during the fourth quarter of 2000
(see "Liquidity and Capital Resources - Refinancing Transactions"). The weighted
average  outstanding  debt  balance  decreased from $101.2 million for the third
quarter  of  2000  to  $91.4  million for the third quarter of 2001. The average
effective  annual  interest  rate  on  borrowings  outstanding  during the third
quarter  of  2000  was 12.8% compared to 9.0% for the third quarter of 2001. Net
interest  expense  is  reflected  net  of  capitalized  interest of $718,000 and
$492,000  for  the third quarter 2000 and 2001, respectively. See "Liquidity and
Capital  Resources  -  Credit  Facility;  -  Subordinated  Notes".


                                        9
<PAGE>
     Other  income (expense). Other income (expense) increased $5.1 million from
an  expense  of  $3.3  million  for  the third quarter of 2000 to income of $1.8
million  for  the  third  quarter  of  2001.  Brigham recognizes other income or
expense  associated  with changes in the fair market values and the related cash
flows  of  certain  oil and natural gas derivative contracts that do not qualify
for  hedge  accounting  treatment.  For  the third quarter of 2000, other income
(expense)  included  $3.3 million of non-cash expenses related to the changes in
the  fair  market values of these derivative contracts. For the third quarter of
2001,  other  income  (expense)  included  (i)  $2.2  million of non-cash income
related  to the changes in the fair market values of these derivative contracts,
and  (ii)  $347,000  of expenses related to cash settlements incurred during the
period  pursuant  to  these  derivative  contracts.

Comparison of the nine-month periods ended September 30, 2001 and 2000

     Oil  and  natural  gas  sales. Oil and natural gas sales increased 81% from
$14.5  million  for the first nine months of 2000 to $26.2 million for the first
nine  months  of  2001. Of this net increase, $6.0 million was attributable to a
22%  increase in the average realized equivalent oil and natural gas sales price
and  $5.7  million  was  attributable to a 48% increase in equivalent production
volumes.  Natural  gas  production volumes increased 62% from 3,257 MMcf for the
first nine months of 2000 to 5,266 MMcf for the first nine months of 2001.  This
increase  was principally due to the completion of wells drilled during 2001 and
recompletion  and  workover  projects  performed on certain producing wells. The
average realized price  for natural gas increased 67% from $1.97 per Mcf for the
first  nine  months  of 2000 to $3.30 per Mcf for the first nine months of 2001.
Included  in  these  realized prices are $8.0 million ($1.52 per Mcf) in natural
gas  hedging  losses  for the first nine months of 2001, and $5.1 million ($1.58
per  Mcf)  in  natural gas hedging losses for the first nine months of 2000. Oil
production  volumes  increased  21%  from 281 MBbls for the first nine months of
2000  to  341  MBbls  for  the  first  nine  months  of  2001. This increase was
principally  due to the completion of wells drilled during 2001 and recompletion
and workover projects performed on certain producing wells. The average realized
price  for  oil  decreased from $28.79 per Bbl for the first nine months of 2000
to  $25.91 per Bbl for the first nine months of 2001. Oil hedging losses reduced
oil revenues for the first nine months of 2001 by $153,000 ($.45 per Bbl) versus
a  reduction  of  $40,000  ($.14  per  Bbl)  for  the first nine months of 2000.

     Lease  operating expenses. Lease operating expenses increased 55% from $1.5
million  for  the  first  nine months of 2000 to $2.3 million for the first nine
months  of 2001 and, on a per unit of production basis, lease operating expenses
for  the  same  periods  increased  7% from $.30 per Mcfe to $.32 per Mcfe.  The
overall increase in lease operating expenses was primarily due to an increase in
the  number  of  producing  wells as compared with the same period in 2000.  The
increase in lease operating expenses per unit of production volume for the first
nine  months of 2001 relative to the first nine months of 2000 was primarily due
to increased well maintenance and repair cost for the first nine months of 2001.

     Production  taxes.  Production  taxes increased 20% from $1.3 million ($.25
per  Mcfe) for the first nine months of 2000 to $1.5 million ($.21 per Mcfe) for
the  first  nine  months of 2001, primarily as a result of (i) a 18% increase in
the  average  equivalent price received for oil and natural gas sales before the
effects  of  hedging gains and losses, and (ii) a 48% increase in net equivalent
production  volumes,  each  of  which  was offset by the recording of a $762,000
reimbursement  of  production  taxes  related  to certain wells that qualify for
production  tax  refunds.  Of  the  $762,000 total production tax reimbursements
recorded for the first nine months of 2001, $427,000 related to volumes produced
during  the  first  nine months of 2001 and $335,000 related to volumes produced
during  prior  periods  in  1999  and  2000.

     General  and  administrative  expenses. General and administrative expenses
increased  25%  from  $2.2  million  for  the  first nine months of 2000 to $2.7
million  for  the  first  nine  months  of 2001 primarily due to higher employee
payroll  and  benefits  expenses. On a per unit of production basis, general and
administrative  decreased  16%  from $0.44 per Mcfe for the first nine months of
2000 to $0.37 per Mcfe for the first nine months of 2001 as increased production
volumes  more  than offset higher aggregate general and administrative expenses.

     Depletion  of  oil and natural gas properties. Depletion of oil and natural
gas  properties  increased  54% from $5.8 million ($1.17 per Mcfe) for the first
nine  months  of 2000 to $8.9 million ($1.22 per Mcfe) for the first nine months
of 2001. Of this increase, $2.9 million was due to higher production volumes and
$247,000  was  due  to an increase in the depletion rate per unit of production.
The  increase  in  the  per  unit  depletion  rate was principally the result of
estimated  additions  of  proved  natural gas and oil reserves at higher average
capital  costs  during  the first nine months of 2001 as compared with estimated
amounts  for  the  first  nine  months  of  2000.

     Net  interest expense. Net interest expense decreased 43% from $9.1 million
for  the  first nine months of 2000 to $5.2 million for the first nine months of
2001.  This  decrease was due to a lower average debt balance and lower interest


                                       10
<PAGE>
rates  on  outstanding  borrowings during the first nine months of 2001 compared
with the same period in 2000. These reductions were principally due to Brigham's
debt  refinancing  transactions that were completed during the fourth quarter of
2000  (see  "Liquidity  and  Capital Resources - Refinancing Transactions"). The
weighted  average outstanding debt balance decreased from $104.5 million for the
first  nine  months of 2000 to $90.3 million for the first nine months 2001. The
average  effective  annual  interest  rate  on borrowings outstanding during the
first  nine  months of 2000 was 13.0% compared to 9.8% for the first nine months
of  2001.  Net interest expense is reflected net of capitalized interest of $2.0
million  and  $1.5  million  for  the  first  nine  months  of  2000  and  2001,
respectively.  See  "Liquidity  and  Capital  Resources  -  Credit  Facility;  -
Subordinated  Notes".

     Other income (expense). Other income (expense) increased $14.1 million from
an expense of $6.3 million for the nine months of 2000 to income of $7.8 million
for  the  first  nine months of 2001. Brigham recognizes other income or expense
associated  with changes in the fair market values and the related cash flows of
certain  oil  and natural gas derivative contracts that do not qualify for hedge
accounting  treatment. For the first nine months of 2000, other income (expense)
included  (i)  $5.7  million  of non-cash expenses related to the changes in the
fair  market values of these derivative contracts, and (ii) $620,000 of expenses
related  to  cash  settlements  incurred  during  the  period  pursuant to these
derivative  contracts. For the first nine months of 2001, other income (expense)
included  (i) $9.2 million of non-cash income related to the changes in the fair
market  values  of these derivative contracts, and (ii) $1.4 million of expenses
related  to  cash  settlements  incurred  during  the  period  pursuant to these
derivative  contracts.

LIQUIDITY  AND  CAPITAL  RESOURCES

     Brigham's primary sources of capital are its Senior Credit Facility and its
Subordinated  Notes  Facility, public and private equity financings, the sale of
interests  in  projects  and  properties  and  funds  generated  by  operations.
Brigham's  primary  capital requirements are 3-D seismic acquisition, processing
and  interpretation  costs,  land  acquisition  costs and drilling expenditures.

Credit  Facility

     In  January  1998,  Brigham  entered  into a revolving credit agreement (as
amended,  the "Senior Credit Facility"), which provided for an initial borrowing
availability  of  $75  million.  The Senior Credit Facility was amended in March
1999, July 1999, February 2000 and October 2000. The amended and restated Senior
Credit  Facility provides Brigham with $75 million in borrowing availability for
a  three-year  term  that  expires  on  December  31,  2002.

     As  a  result  of  the  February 2000 amendments, $30 million of the Senior
Credit Facility held by one of the lenders is convertible into shares of Brigham
common  stock (the "Convertible Notes") in the following amounts and prices: (i)
$10  million  is convertible at $3.90 per share, (ii) $10 million is convertible
at  $6.00  per share and (iii) $10 million is convertible at $8.00 per share. At
September  30,  2001 and November 5, 2001, Brigham had $75 million in borrowings
outstanding under the Senior Credit Facility, of which the Convertible Notes are
$30  million.

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

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


                                       11
<PAGE>
price  of  the  warrants  previously  issued  to  its existing senior lenders to
purchase  one  million  shares  of  Brigham  common  stock from the then current
exercise  price  of  $2.25  per  share  to  $2.02  per  share.

     Principal  outstanding  under the Senior Credit Facility is due at maturity
on  December  31,  2002,  with  interest  due  monthly for base rate tranches or
periodically  as  LIBOR tranches mature. The annual interest rate for borrowings
under  the Senior Credit Facility is either the lender's base rate or LIBOR plus
3.00%,  at  Brigham's  option.  Obligations under the Senior Credit Facility are
secured  by  substantially  all  of Brigham's oil and natural gas properties and
other  tangible  assets.  At  November  5,  2001,  Brigham  had  $75  million in
borrowings  outstanding under the Senior Credit Facility, which bear interest at
an  annual  rate  of  approximately  5.4%.

     The  Senior  Credit  Facility  has  certain  financial covenants, including
current  and  interest  coverage  ratios,  (as  defined). Brigham and its senior
lenders effected the amendments to the Senior Credit Facility described above in
part  to enable Brigham to comply with certain financial covenants of the Senior
Credit  Facility,  including  the  minimum  current  ratio (as defined), minimum
interest coverage ratio (as defined), and the limitation on capital expenditures
related  to seismic and land activities. Should Brigham be unable to comply with
certain of the financial or other covenants, its senior lenders may be unwilling
to  waive  compliance  or  amend  the covenants in the future. In such instance,
Brigham's  liquidity  may  be  adversely  affected,  which could in turn have an
adverse  impact  on  its future financial position and results of operations. At
September  30,  2001,  Brigham  was  in compliance with its financial covenants.

Subordinated  Notes

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

     As  described  below,  Brigham repurchased the subordinated notes due 2003,
together  with  all  equity interests in Brigham held by the affiliates of Enron
Corp.,  for  $20  million  in  cash  in  November  2000  (see  "  Refinancing
Transactions").

Refinancing  Transactions

     On  October 31, 2000 and November 1, 2000, Brigham entered into a series of
financing  agreements  to  provide  funding  (i)  to repurchase all the debt and
equity  securities in Brigham held by affiliates of Enron Corp. at a substantial
discount,  and  (ii)  to  continue and expand Brigham's planned drilling program
into  2001.

     Financing  and  Repurchase Transactions. Brigham raised an aggregate of $40
million  in these financing transactions through the issuance of (i) $20 million
in new subordinated notes and warrants to purchase Brigham common stock to Shell
Capital Inc., and (ii) $20 million in new mandatorily redeemable preferred stock
and  warrants  to  purchase  Brigham common stock to affiliates of Credit Suisse
First Boston (USA), Inc. (the "CSFB Affiliates"). With a portion of the proceeds
from these two financing transactions, Brigham purchased all of the interests in
Brigham  held  by affiliates of Enron Corp., which included (i) $51.2 million of
outstanding  subordinated  notes  due  2003  and  associated  accrued  interest
obligations,  (ii)  warrants  to  purchase one million shares of common stock at
$2.43  per  share, and (iii) 1,052,632 shares of common stock (collectively, the
"Enron  Securities"), for total cash consideration of $20 million. The remaining
approximate  $17.5  million  in  net  capital  availability  raised  from  these
financing  transactions,  after  the  repurchase of the Enron Securities and the
payment  of  fees  and  expenses,  was available for Brigham to fund its planned
drilling  program  into  2001.

     Subordinated  Notes  Facility.  The  $20  million of new subordinated notes
issued  to  Shell  Capital Inc. (the "SCI Notes") bear an interest of 10.75% per
annum  and  have  no principal repayment obligations until maturity in 2005. The
SCI  Notes are issued pursuant to a multi-draw facility (the "Subordinated Notes
Facility") at borrowing increments of at least $1 million, and such funds cannot
be  redrawn  once  they  have been repaid. At Brigham's option, up to 50% of the
interest  payments  on the SCI Notes during the first two years can be satisfied
by  payment-in-kind ("PIK") through the issuance of additional SCI Notes in lieu
of  cash.  The  SCI  Notes  are  secured obligations ranking junior to Brigham's
existing  $75  million  Senior  Credit  Facility. The SCI Notes have a five-year
maturity, are redeemable at Brigham's option for face value at anytime, and have
certain  financial and other covenants. The warrants to purchase an aggregate of
1,250,000  shares of Brigham common stock issued to Shell Capital Inc. (the "SCI
Warrants")  have a term of seven years, an exercise price of $3.00 per share and


                                       12
<PAGE>
a  cashless exercise feature. For financial reporting purposes, the SCI Warrants
were  valued  using the Black-Scholes valuation model and the estimated value of
$2.9 million was recorded as deferred loan costs that will be amortized over the
five-year  term of the SCI Notes. As of September 30, 2001 and November 5, 2001,
Brigham  had  $16.5  million  and  $16.7  million,  respectively,  of borrowings
outstanding  under  the  Subordinated  Notes  Facility.

     Series  A  Preferred  Stock.  The  $20  million  of  mandatorily redeemable
preferred  stock  (the "Series A Preferred Stock") issued to the CSFB Affiliates
bears  dividends  at  a rate of 6% per annum if paid in cash and 8% per annum if
paid-in-kind through the issuance of additional Series A Preferred Stock in lieu
of  cash. At Brigham's option, up to 100% of the dividend payments on the Series
A  Preferred  Stock  during  the  first  five years can be satisfied through the
issuance  of PIK dividends. The Series A Preferred Stock has a ten-year maturity
and  is  redeemable  at Brigham's option at 100% or 101% of par value (depending
upon certain conditions) at any time prior to maturity. The warrants to purchase
an  aggregate  of  6,666,667  shares  of Brigham common stock issued to the CSFB
Affiliates (the "Series A Warrants") have a term of ten years, an exercise price
of  $3.00  per share and must be exercised, if Brigham so requires, in the event
that  Brigham common stock trades at or above $5.00 per share for 60 consecutive
trading  days.  The exercise price of the Series A Warrants is payable either in
cash  or in shares of Series A Preferred Stock, valued at liquidation value plus
accrued  dividends.  If  Brigham  requires  exercise  of  the Series A Warrants,
proceeds  from  the  exercise  of the Series A Warrants will be used to fund the
redemption  of a similar value of then outstanding Series A Preferred Stock. For
financial reporting purposes, the Series A Warrants were valued at $11.5 million
using  the Black-Scholes valuation model and were recorded as additional paid-in
capital  in  the  year  ended  December  31,  2000. Pursuant to the terms of the
securities  purchase  agreement related to the Series A Preferred Stock, Brigham
agreed  to nominate one representative of one of the CSFB Affiliates to serve as
a member of Brigham's board of directors so long as the CSFB Affiliates or their
affiliates  own  at least 10% of the Series A Preferred Stock issued in November
2000,  or  at  least  5%  of  the  outstanding  shares  of Brigham common stock.

     In March 2001, Brigham sold an additional $10 million of Series A Preferred
Stock  to  affiliates  of  CSFB  (see  "  Equity Placements Private Placement of
Preferred  Stock").  As  of September 30, 2001 and November 5, 2001, Brigham had
$31.3  million  and $32.0 million (liquidation value), respectively, of Series A
Preferred  Stock  outstanding.

Sales of Interests in Projects and Oil and Natural Gas Properties

     Duke  Project  Financing.  In February 1999, Brigham entered into a project
financing arrangement with Duke Energy Financial Services, Inc. ("Duke") to fund
the  continued  exploration  of  five  Anadarko  Basin  projects  covered  by
approximately  200  square  miles  of 3-D seismic data acquired in 1998. In this
transaction, Brigham conveyed 100% of its working interest (land and seismic) in
these  project  areas  to  a  newly  formed  limited  liability  company  (the
"Brigham-Duke LLC") for total consideration of $10 million. Brigham entered into
this  project  financing arrangement to enable it to recoup substantially all of
its  pre-seismic  land  and  seismic  data  acquisition  costs incurred in these
project  areas  and to provide the capital to fund the drilling of the first six
wells  within  these  projects.  Brigham  served  as  the managing member of the
Brigham-Duke LLC with a 1% interest, and Duke was the sole remaining member with
a 99% interest. Pursuant to the terms of the Brigham-Duke LLC agreement, Brigham
paid  100%  of  the  drilling  and completion costs for all wells drilled by the
Brigham-Duke  LLC  within  the  designated  project  areas in exchange for a 70%
working  interest in the wells (and their allocable drilling and spacing units),
with  the  remaining  30%  working  interest  remaining in the Brigham-Duke LLC,
subject in each instance to proportionate reduction by any ownership rights held
by third parties. Upon 100% project payout, Brigham had the right to back-in for
80%  of  the  Brigham-Duke  LLC's  working interest in all of the then producing
wells  (and  their  allocable  drilling  and  spacing  units)  and a 94% working
interest  in  any wells (and their allocable drilling and spacing units) drilled
after  payout  within  the designated project areas governed by the Brigham-Duke
LLC  agreement,  thereby  increasing Brigham's effective working interest in the
Brigham-Duke  LLC  wells  from  70%  to 94%. In February 2001, Duke, as majority
member  of  the Brigham-Duke LLC, assumed management of the Brigham-Duke LLC and
initiated  the  process  of  its  dissolution.  As  a  result,  any ownership of
remaining  undeveloped  land  and/or  seismic  data  within the Brigham-Duke LLC
project  areas  will  be  transferred  to  Duke  following  dissolution  of  the
Brigham-Duke  LLC.

Equity  Placements

     Private  Placement  of  Common Stock. On February 22, 2000, Brigham entered
into an agreement to issue 2,195,122 shares of common stock and 731,707 warrants
to  purchase  common  stock for total consideration of $4.5 million in a private
placement to a group of institutional investors led by affiliates of two members


                                       13
<PAGE>
of Brigham's board of directors. The equity sale consisted of units that include
one share of common stock priced at $2.0525 per share and one-third of a warrant
to  purchase Brigham common stock at an exercise price of $2.5625 per share with
a  three-year  term.  Pricing  of this private equity placement was based on the
average  market price of Brigham common stock during a twenty trading day period
prior  to  issuance. Net proceeds from this equity placement were used to fund a
portion of Brigham's capital expenditures and working capital obligations during
2000.

     Private  Placement  of  Preferred Stock. On March 5, 2001, Brigham sold $10
million  of  additional  Series  A Preferred Stock and warrants (the "Additional
Series  A  Warrants")  to affiliates of CSFB in a private placement transaction.
The Additional Series A Warrants to purchase an aggregate of 2,105,263 shares of
Brigham  common  stock  have a term of ten years, an exercise price of $4.75 per
share  and  must  be  exercised,  if  Brigham so requires, in the event that the
market  price  of  Brigham  common  stock  trades  averages at least 150% of the
exercise  price ($7.125 per share) for 60 consecutive trading days. The exercise
price of the Additional Series A Warrants is payable either in cash or in shares
of Series A Preferred Stock, valued at liquidation value plus accrued dividends.
If  Brigham requires exercise of the Additional Series A Warrants, proceeds from
the  exercise  will  be  used  to fund the redemption of a similar value of then
outstanding  Series  A  Preferred  Stock.  For financial reporting purposes, the
Additional Series A Warrants were valued at approximately $4.5 million using the
Black-Scholes valuation model and were recorded as additional paid-in capital in
March  2001.

Cash  Flow  Analysis

     Cash  Flows  from  Operating  Activities.  Cash flows provided by operating
activities  were $13.9 million in the first nine months of 2001, which consisted
of  $15.1  million  in  net  operating cash flow (net cash provided by operating
activities  before  changes  in operating assets and liabilities) and a net $1.2
million  used  for  working  capital  items. This compares to cash flows used by
operating  activities  of  $2.1  million in the first nine months of 2000, which
consisted of $6.5 million in net operating cash flow and a net $8.7 million used
for  working  capital  items.

     Cash  Flows  from  Investing  Activities.  Cash  flows  used  by  investing
activities  were $26.3 million in the first nine months of 2001 as compared with
$19.1  million  used  by  investing  activities in the first nine months of 2000

     Cash  Flows  from  Financing  Activities.  Cash flows provided by financing
activities  were $18.9 million in the first nine months of 2001 as compared with
cash  flows  provided by financing activities of $18.5 million in the first nine
months of 2000. The cash flows provided by financing activities during the first
nine months of 2001 resulted primarily from $9.0 million in borrowings under the
Subordinated  Notes Facility and the March 2001 placement of additional Series A
Preferred  Stock  and  warrants  that  generated  proceeds of $9.8 million after
transaction expenses. The cash flows provided by financing activities during the
first  nine  months  of 2000 resulted primarily from a $15.0 million increase in
borrowings  under  the Senior Credit Facility and the February 2000 placement of
common  stock  and  warrants  that  generated  proceeds  of  $4.5 million before
transaction  expenses.

Capital  Expenditures

     Continuing  its strategy initiated in 1999 to harvest its prior 3-D seismic
project  investments,  Brigham intends to focus substantially all of its efforts
and  available capital resources in 2001 to the drilling and monetization of its
highest  grade  prospects  within  its  over  5,000 square mile inventory of 3-D
seismic  data.  Brigham's  original  2001  capital  budget was approximately $32
million,  which  included  approximately  $22  million for drilling projects, $4
million  for  acreage leasing and G&G activities, and $6 million for capitalized
overhead,  capitalized interest costs and other property and equipment. However,
given  the  success of its drilling program thus far in 2001, an increase in the
number  of wells planned for the year, and higher cost on certain wells, Brigham
now  expects its capital spending to approximate $38 million for 2001. Brigham's
revised  capital  budget  includes $28 million for drilling projects; $4 million
for  land and G&G, and $6 million for capitalized overhead, capitalized interest
costs  and other property and equipment. Brigham's 2001 drilling program remains
balanced  with  a  blend  of  higher  potential exploration tests and lower risk
development  drilling  projects,  driven to a large extent by the development of
several  significant exploratory discoveries completed during 2000 and the first
half  of  2001.  Approximately  48%  of  budgeted 2001 drilling expenditures are
targeted  for  exploratory  prospects  and  the  remaining  52% are budgeted for
development  prospects.  Additionally Brigham continues to focus over 80% of its
budgeted  drilling  expenditures  in five core project areas in the Springer and
Hunton  trends of the Anadarko Basin, the Vicksburg and Frio trends of the Texas
Gulf  Coast  and  West  Texas.  Brigham  intends  to  fund  its budgeted capital
expenditures  through  a  combination  of  cash  flow from operations, available
borrowings  under  its Subordinated Notes Facility and the net proceeds from its
private  placements of Series A Preferred Stock in November 2000 and March 2001.
Additionally,  Brigham  will  continue  to  seek opportunities to supplement its


                                       14
<PAGE>
available  capital  resources  through  selective  sales  of  interests  in
non-producing  assets,  including  interests  in  its  3-D  seismic projects and
promoted  interests  in  future  drilling  prospects  or  locations.

     Due  to  its  active  exploration  and  development activities, Brigham has
experienced  and  expects  to continue to experience substantial working capital
requirements. While Brigham believes that cash flow from operations, cash on its
balance  sheet and borrowings under its Subordinated Notes Facility should allow
it  to  finance  its planned operations through 2001 based on current conditions
and  expectations,  additional  financing  may be required in the future to fund
Brigham's  exploration  and  development  activities.  In  the  event additional
financing  is  not  available,  Brigham  may be required to curtail or delay its
planned  activities.

OTHER  MATTERS

Derivative  Instruments

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

     In 1998, Brigham began using natural gas swap arrangements in an attempt to
reduce  its  sensitivity  to  volatile  commodity  prices as its production base
became increasingly weighted toward natural gas. Pursuant to these arrangements,
Brigham  exchanges  a  floating market price for a fixed contract price. Brigham
makes  payments  when  the floating price exceeds the fixed price for a contract
month,  and  Brigham receives payments when the fixed price exceeds the floating
price.  Settlements  of these swaps are based on the difference between regional
market  index  prices  for a contract month and the fixed contract price for the
same  month.

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

     In March 2000, Brigham purchased put options on a portion of its future oil
and  natural  gas production. These transactions effectively converted a portion
of  its  existing  call  options  into collars, thus providing a hedge to future
changes  in  oil  and  natural  gas  prices.  Brigham also entered into costless
collars  on  additional  future  oil  and  natural gas production thus providing
further  protection to Brigham's exposure to potential oil and natural gas price
declines.

     The  following  tables  summarize Brigham's outstanding oil and natural gas
derivative  contracts  as  of  September  30,  2001:

<TABLE>
<CAPTION>
     NATURAL GAS DERIVATIVE CONTRACTS
                                                        2001                   2002
                                                ---------------------  ----------------------
                                                            AVERAGE                 AVERAGE
                                                CONTRACT    CONTRACT    CONTRACT    CONTRACT
                      PRICING      CONTRACT      VOLUMES     PRICE      VOLUMES      PRICE
                       BASIS         TERM        (MMBTU)   ($/MMBTU)    (MMBTU)    ($/MMBTU)
                      --------  --------------  ---------  ----------  ----------  ----------
<S>                   <C>       <C>             <C>        <C>         <C>         <C>
Fixed Price Cap       ANR       October 2001 -    920,000  $     2.63   1,810,000  $     2.63
                      Oklahoma  June 2002

Fixed Price Floor     ANR       October 2001 -    230,000  $     1.80           -           -
                      Oklahoma  December 2001


                                       15
<PAGE>
CRUDE OIL DERIVATIVE  CONTRACTS
                                                        2001                   2002
                                                ---------------------  ----------------------
                                                            AVERAGE                 AVERAGE
                                                CONTRACT    CONTRACT    CONTRACT    CONTRACT
                      PRICING      CONTRACT      VOLUMES     PRICE      VOLUMES      PRICE
                       BASIS        TERM          (BBLS)    ($/BBLS)      (BBLS)    ($/BBLS)
                      --------  --------------  ---------  ----------  ----------  ----------
Fixed Price Cap       NYMEX     October 2001 -     18,400  $    25.25           -           -
                                December 2001

Fixed Price Floor     NYMEX     October 2001 -     18,400  $    16.10           -           -
                                December 2001
</TABLE>

     In  October  2001,  Brigham entered into three natural gas fixed price swap
agreements  whereby  Brigham  exchanged  a  floating  market  price  for a fixed
contract  price  of  $2.80 per MMBtu for 2,500 MMBtu per day for the period from
January 2002 to June 2002, $2.90 per MMBtu on 2,500 MMBtu per day for the period
from  January  2002 to December 2002, and $3.00 per MMBtu on 2,500 MMBtu per day
for  the  period  from  January  2002 to June 2003. These derivative instruments
qualify  for  hedge  accounting in accordance with FAS 133 and will be accounted
for  as  cash  flow  hedges.

Effects of Inflation and Changes in Prices

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

Environmental  and  Other  Regulatory  Matters

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

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 natural gas production, the
number  of  wells  it  anticipates  drilling during 2001 and Brigham's financial
position,  business  strategy  and  other  plans  and  objectives  for  future
operations.  Although  Brigham believes that the expectations reflected in these
forward  looking  statements  are reasonable, there can be no assurance that the
actual  results or developments anticipated by Brigham will be realized or, even
if  substantially  realized,  that  they  will  have the expected effects on its
business  or  operations.  Among  the factors that could cause actual results to
differ  materially  from Brigham's expectations are general economic conditions,
inherent  uncertainties  in  interpreting  engineering  data, operating hazards,
delays  or  cancellations  of  drilling  operations  for  a  variety of reasons,
competition,  fluctuations  in  oil  and  natural  gas  prices,  availability of
sufficient capital resources to Brigham and its project participants, government
regulations and other factors set forth among the risk factors noted below or in
the  description  of Brigham's business in Item 1 of this report. All subsequent
oral  and  written


                                       16
<PAGE>
forward  looking  statements  attributable  to  Brigham or persons acting on its
behalf  are  expressly  qualified  in  their  entirety by these factors. Brigham
assumes  no  obligation  to  update  any  of  these  statements.


ITEM  3.     QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

     In  Part  II,  Item  7A  of  Brigham's  Form 10-K report for the year ended
December  31, 2000 (see page 43 of Brigham's 2000 Form 10-K), Brigham provided a
discussion  of  its  market  risk.  See  Note  6  to  the Consolidated Financial
Statements  regarding  Brigham's  market  risk  associated  with  its derivative
instruments  at  September  30,  2001. There were no material changes during the
second  quarter  of  2001  in  Brigham's  exposures to loss from possible future
changes  in  the  prices of oil and natural gas or in interest rates, other than
those  described  in  Brigham  2000  Form  10-K  report.


                                       17
<PAGE>
                          PART II - OTHER INFORMATION


ITEM  6.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

     (a)  Exhibits:

          None.

     (b)  Reports  on  Form  8-K:

          Brigham  filed  a  report on Form 8-K on August 1, 2001, to report the
     announcement  that  it  will  host  a  conference call on August 9, 2001 to
     discuss  operational  and  financial results for the quarter ended June 30,
     2001.  The  Form  8-K  included  a  copy  of  Brigham's  press release that
     announced  this  conference  call.

          Brigham  filed  a report on Form 8-K on August 10, 2001, to report the
     announcements  on  August 7, 2001, of its quarterly overview of operational
     activity for the quarter ending June 30, 2001; estimated production for the
     second  quarter; drilling statistics; and new discoveries in the Texas Gulf
     Coast,  West  Texas,  and  Anadarko  Basin. The Form 8-K included a copy of
     Brigham's  press  release  that  provided  these  announcements.

          Brigham  filed  a report on Form 8-K on August 14, 2001, to report the
     announcements  on  August 9, 2001, of its financial results for the quarter
     ending  June  30,  2001,  and forecasts and estimates of third quarter 2001
     results.  The  Form  8-K  included  a  copy of Brigham's press release that
     provided  these  announcements.


                                       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  8,  2001.

                                    BRIGHAM EXPLORATION COMPANY


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



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


                                       19
<PAGE>
                                INDEX TO EXHIBITS

   EXHIBIT
     NO.     DESCRIPTION
     ---     -----------

             None


<PAGE>