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

                                  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 June 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  August  2, 2002, 16,061,242 shares of Common Stock, $.01 per share,
were  outstanding.

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

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

                                                                                                       PAGE
                                                                                                       ----
                                      PART I - FINANCIAL INFORMATION

<S>         <C>                                                                                         <C>
ITEM 1.     FINANCIAL STATEMENTS

            Consolidated Balance Sheets - June 30, 2002 and December 31, 2001 . . . . . . . . . . . . .  1
            Consolidated Statements of Operations - Three and six months ended June 30, 2002 and 2001 .  2
            Consolidated Statement of Changes in Stockholders' Equity - Six months ended June 30, 2002.  3
            Consolidated Statements of Cash Flows - Six months ended June 30, 2002 and 2001 . . . . . .  4
            Notes to 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


                                        PART II - OTHER INFORMATION

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

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS . . . . . . . . . . . . . . . . . . . . 17

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

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


<PAGE>
PART  I.  FINANCIAL  INFORMATION

Item  1.  Financial  Statements

<TABLE>
<CAPTION>
                                           BRIGHAM EXPLORATION COMPANY

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


                                                                                       June 30,    December 31,
                                                                                         2002          2001
                                                                                      ----------  --------------
                                              ASSETS
<S>                                                                                   <C>         <C>
Current assets:
  Cash and cash equivalents                                                           $   5,700   $       5,112
  Accounts receivable                                                                    11,981           9,325
  Other current assets                                                                    3,601           2,531
                                                                                      ----------  --------------
    Total current assets                                                                 21,282          16,968

Oil and natural gas properties, net (full cost method)                                  158,314         151,891
Other property and equipment, net                                                         1,344           1,331
Deferred loan fees                                                                        2,741           3,166
Other noncurrent assets                                                                     580              52
                                                                                      ----------  --------------
                                                                                      $ 184,261   $     173,408
                                                                                      ==========  ==============

                               LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                                                    $  12,408   $       8,267
  Royalties payable                                                                       1,359             145
  Accrued drilling costs                                                                  2,458           1,969
  Other current liabilities                                                               6,710           4,885
                                                                                      ----------  --------------
    Total current liabilities                                                            22,935          15,266
                                                                                      ----------  --------------

Notes payable                                                                            75,000          75,000
Senior subordinated notes                                                                21,218          16,721
Other noncurrent liabilities                                                                367             206

Commitments and contingencies

Series A Preferred Stock, mandatorily redeemable, $.01 par value, $20 stated and
  redemption value, 2,250,000 shares authorized, 1,696,034 and 1,630,692 shares
  issued and outstanding at June 30, 2002 and December 31, 2001, respectively            18,033          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, 17,172,579 and
    17,127,650 shares issued and 16,061,042 and 16,016,113 shares outstanding
    at June 30, 2002 and December 31, 2001, respectively                                    172             171
  Additional paid-in capital                                                             79,703          80,466
  Unearned stock compensation                                                              (379)           (494)
  Accumulated other comprehensive income (loss)                                          (2,043)            351
  Accumulated deficit                                                                   (26,580)        (26,728)
  Treasury stock, at cost; 1,111,537 shares at June 30, 2002 and December 31, 2001       (4,165)         (4,165)
                                                                                      ----------  --------------
    Total stockholders' equity                                                           46,708          49,601
                                                                                      ----------  --------------
                                                                                      $ 184,261   $     173,408
                                                                                      ==========  ==============
<FN>
     The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>


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

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


                                                                   Three Months Ended        Six Months Ended
                                                                          June 30,               June 30,
                                                                ------------------------  ----------------------
                                                                    2002         2001        2002        2001
                                                                ------------  ----------  ----------  ----------
<S>                                                             <C>           <C>         <C>         <C>
Revenues:
  Oil and natural gas sales                                     $     8,769   $  10,467   $  15,203   $  17,372
  Other                                                                  17          37          27         175
                                                                ------------  ----------  ----------  ----------
                                                                      8,786      10,504      15,230      17,547
                                                                ------------  ----------  ----------  ----------

Costs and expenses:
  Lease operating                                                       796         784       1,667       1,490
  Production taxes                                                      499         622         852       1,088
  General and administrative                                          1,718         957       2,682       1,774
  Depletion of oil and natural gas properties                         3,394       3,182       6,531       5,659
  Depreciation and amortization                                         101          83         204         235
                                                                ------------  ----------  ----------  ----------
                                                                      6,508       5,628      11,936      10,246
                                                                ------------  ----------  ----------  ----------
  Operating income                                                    2,278       4,876       3,294       7,301
                                                                ------------  ----------  ----------  ----------

Other income (expense):
  Interest income                                                        74         105          93         167
  Interest expense, net                                              (1,649)     (1,779)     (3,070)     (3,585)
  Other income (expense)                                                 79       5,764        (169)      5,985
                                                                ------------  ----------  ----------  ----------
                                                                     (1,496)      4,090      (3,146)      2,567
                                                                ------------  ----------  ----------  ----------

Income before income taxes                                              782       8,966         148       9,868
Income taxes                                                              -           -           -           -
                                                                ------------  ----------  ----------  ----------

Net income                                                              782       8,966         148       9,868

Accretion and dividends on redeemable preferred stock                   721         639       1,419       1,117
                                                                ------------  ----------  ----------  ----------

Net income (loss) available to common stockholders              $        61   $   8,327   $  (1,271)  $   8,751
                                                                ============  ==========  ==========  ==========

Net income (loss) per share available to common stockholders:
  Basic                                                         $      0.00   $    0.52   $   (0.08)  $    0.55
  Diluted                                                       $      0.00   $    0.46   $   (0.08)  $    0.51

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


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

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


                                                                                Accumulated
                               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                  45          1          106               -                -              -           -
Expiration of employee
  stock options                   -          -          (46)              -                -              -           -
Revision of terms of
  employee stock options          -          -          596               -                -              -           -
Dividends on Series A
  mandatorily redeemable
  preferred stock                 -          -       (1,307)              -                -              -           -
Accretion on Series A
  mandatorily redeemable
  preferred stock                 -          -         (112)              -                -              -           -
Amortization of unearned
  stock compensation              -          -            -             115                -              -           -
Net income                        -          -            -               -                -            148           -
Other comprehensive loss:
  Unrealized loss on cash
    flow hedges                   -          -            -               -           (2,394)             -           -
Comprehensive loss
                            --------  --------  ------------  --------------  ---------------  -------------  ----------

Balance, June 30, 2002       17,173   $    172  $    79,703   $        (379)  $       (2,043)  $    (26,580)  $  (4,165)
                            ========  ========  ============  ==============  ===============  =============  ==========



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

Exercise of employee
  stock options                        107
Expiration of employee
  stock options                        (46)
Revision of terms of
  employee stock options               596
Dividends on Series A
  mandatorily redeemable
  preferred stock                   (1,307)
Accretion on Series A
  mandatorily redeemable
  preferred stock                     (112)
Amortization of unearned
  stock compensation                   115
Net income                             148   $          148
Other comprehensive loss:
  Unrealized loss on cash
    flow hedges                     (2,394)          (2,394)
                                             ---------------
Comprehensive loss                           $       (2,246)
                            ---------------  ===============

Balance, June 30, 2002      $       46,708
                            ===============

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


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

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


                                                                                    Six Months Ended
                                                                                        June 30,
                                                                                 ----------------------
                                                                                    2002        2001
                                                                                 ----------  ----------
<S>                                                                              <C>         <C>
Cash flows from operating activities:
  Net income                                                                     $     148   $   9,868
  Adjustments to reconcile net income to cash provided by operating activities:
    Depletion of oil and natural gas properties                                      6,531       5,659
    Depreciation and amortization                                                      204         235
    Interest paid through the issuance of additional senior subordinated notes         497         278
    Amortization of deferred loan fee and debt issuance costs                          585         686
    Market value adjustment for derivative instruments                                (384)     (7,028)
    Stock option compensation expense                                                  596           -
    Changes in working capital and other items:
      Accounts receivable                                                           (2,656)     (4,029)
      Other current assets                                                          (1,371)       (889)
      Accounts payable                                                               4,141      (1,554)
      Royalties payable                                                              1,214         (35)
      Other current liabilities                                                        548       3,334
      Other                                                                              3          (6)
                                                                                 ----------  ----------
        Net cash provided by operating activities                                   10,056       6,519
                                                                                 ----------  ----------

Cash flows from investing activities:
  Additions to oil and natural gas properties                                      (13,047)    (18,559)
  Proceeds from sale of assets                                                         617           -
  Additions to other property and equipment                                           (183)       (127)
  Increase (decrease) in drilling advances paid                                       (580)        723
                                                                                 ----------  ----------
        Net cash used by investing activities                                      (13,193)    (17,963)
                                                                                 ----------  ----------

Cash flows from financing activities:
  Proceeds from exercise of employee stock options                                     107          70
  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                                      (22)        (69)
  Deferred loan fees paid                                                             (360)          -
                                                                                 ----------  ----------
        Net cash provided by financing activities                                    3,725      18,839
                                                                                 ----------  ----------

Net increase in cash and cash equivalents                                              588       7,395
Cash and cash equivalents, beginning of period                                       5,112         837
                                                                                 ----------  ----------
Cash and cash equivalents, end of period                                         $   5,700   $   8,232
                                                                                 ==========  ==========

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


                                        4
<PAGE>
                           BRIGHAM EXPLORATION COMPANY

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)


1.   ORGANIZATION  AND  NATURE  OF  OPERATIONS

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

2.   BASIS  OF  PRESENTATION

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

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

3.   COMMITMENTS  AND  CONTINGENCIES

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

     On  November  20,  2001,  Brigham  filed a lawsuit in the District Court of
Travis County, Texas against Steve Massey Company, Inc. ("Massey") for breach of
contract.  The  Petition  claims  Massey  furnished defective casing to Brigham,
which  ultimately  led to the casing failure of the Palmer "347" No. 5 well (the
"Palmer #5") and the loss of the Palmer #5 as a producing well. Brigham believes
the  amount  of  damages incurred due to the loss of the Palmer #5 may exceed $5
million.  Massey  joined  as  additional defendants to the lawsuit other parties
that  had  responsibility for the manufacture, importation or fabrication of the
casing  for its use in the Palmer #5. The case is currently in discovery 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.

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.


                                        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 six months ended June 30,
2002  and  2001:

<TABLE>
<CAPTION>
                                                                       Three Months Ended      Six Months Ended
                                                                            June 30,               June 30,
                                                                     ----------------------  ---------------------
                                                                        2002        2001        2002       2001
                                                                     ----------  ----------  ----------  ---------
<S>                                                                  <C>         <C>         <C>         <C>
BASIC EARNINGS PER SHARE:
  Income (loss) available to common stockholders                     $       61  $    8,327  $  (1,271)  $   8,751
                                                                     ==========  ==========  ==========  =========

  Common shares outstanding                                              16,038      15,983     16,027      15,983
                                                                     ==========  ==========  ==========  =========

  Basic earnings per share                                           $     0.00  $     0.52  $   (0.08)  $    0.55
                                                                     ==========  ==========  ==========  =========

DILUTED EARNINGS PER SHARE:
  Income (loss) available to common stockholders                     $       61  $    8,327  $  (1,271)  $   8,751

  Adjustments for assumed conversions:
    Amortization of compensation expense on stock options                     -           4          -          10
    Interest on convertible debt                                              -           -          -         464
    Dividends on mandatorily redeemable preferred stock                       -         399          -         793
                                                                     ----------  ----------  ----------  ---------
                                                                              -         403          -       1,267

  Adjusted income (loss) available to common stockholders - diluted  $       61  $    8,730  $  (1,271)  $  10,018
                                                                     ==========  ==========  ==========  =========

  Common shares outstanding                                              16,038      15,983     16,027      15,983

  Effect of dilutive securities:
    Warrants                                                              1,227       2,521          -       3,349
    Stock options                                                           288         331          -         402
                                                                     ----------  ----------  ----------  ---------
  Potentially dilutive common shares                                      1,515       2,852          -       3,751
                                                                     ----------  ----------  ----------  ---------

  Adjusted common shares outstanding - diluted                           17,553      18,835     16,027      19,734
                                                                     ==========  ==========  ==========  =========

  Diluted earnings per share                                         $     0.00  $     0.46  $   (0.08)  $    0.51
                                                                     ==========  ==========  ==========  =========
</TABLE>


      Options  and  warrants  to  purchase  14.8  million shares and 7.7 million
shares  of  common stock were outstanding but not included in the calculation of
diluted  earnings  (loss) per share for the three months ended June 30, 2002 and
2001, respectively, and options and warrants to purchase 19.0 million shares and
5.1  million  shares  of  common  stock were outstanding but not included in the
calculation  of  diluted earnings (loss) per share for the six months ended June
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.

     At  June  30,  2002,  the  fair  value  of  hedging  contracts  included in
accumulated  other  comprehensive  loss  and other liabilities was approximately
$2.0  million  of  which approximately $160,000 was classified as noncurrent. In
the  three  months  ended  June  30, 2002 and 2001, Brigham recognized losses of
$592,000  and  $1.5 million, respectively, which were recorded as a reduction of
oil  and  natural  gas  sales.  In  the six months ended June 30, 2002 and 2001,
Brigham recognized losses of $303,000 and $8.1 million, respectively, which were
recorded  as  a  reduction  of  oil  and  natural  gas  sales.


                                        6
<PAGE>
                           BRIGHAM EXPLORATION COMPANY

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)


     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.
During  the  three  months ended June 30, 2002, Brigham's derivative instruments
not qualifying as a hedging contract expired. In the three months ended June 30,
2002  and  2001,  Brigham recognized $635,000 and $6.8 million, respectively, in
non-cash  gains  related  to  changes  in  the  fair  values of these derivative
contracts and $559,000 and $1.0 million, respectively, in cash losses related to
cash  settlement payments made by Brigham to the counterparty. In the six months
ended  June  30,  2002  and  2001, Brigham recognized $384,000 and $7.0 million,
respectively,  in  non-cash gains related to changes in the fair values of these
derivative contracts and $559,000 and $1.0 million, respectively, in cash losses
related  to  cash  settlement  payments  made  by  Brigham  to the counterparty.

     The  following  tables  summarize Brigham's outstanding oil and natural gas
derivative  instruments  as  of  June  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    07/02 - 09/02    46,000  $    25.06         -           -

 Contract #2  NYMEX    10/02 - 12/02    23,000  $    24.50         -           -

 Contract #3  NYMEX    01/03 - 03/03         -           -    22,500  $    23.92

 Contract #4  NYMEX    04/03 - 06/03         -           -    22,750  $    23.50

 Contract #5  NYMEX    07/03 - 09/03         -           -    23,000  $    23.15

 Contract #6  NYMEX    10/03 - 12/03         -           -    23,000  $    22.90
</TABLE>


<TABLE>
<CAPTION>
                                                2002                           2003
                                    -----------------------------  -----------------------------
                                                     PRICE                         PRICE
                                    VOLUMES   -------------------  VOLUMES   -------------------
            PRICING    REMAINING     HEDGED    FLOOR     CEILING    HEDGED    FLOOR     CEILING
COLLARS      BASIS   CONTRACT TERM   (BBLS)   ($/BBL)    ($/BBL)    (BBLS)   ($/BBL)    ($/BBL)
----------  -------  -------------  --------  --------  ---------  --------  --------  ---------
<S>         <C>      <C>            <C>       <C>       <C>        <C>       <C>       <C>
 Collar #1  NYMEX    07/02 - 12/02    46,000  $  18.00  $   22.35         -         -          -
 Collar #2  NYMEX    07/02 - 06/03    46,000  $  18.00  $   22.56    45,250  $  18.00  $   22.56
</TABLE>


                                        7
<PAGE>
                           BRIGHAM EXPLORATION COMPANY

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)


<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          07/02 - 12/02   460,000  $    2.900         -           -
 Contract #2           NYMEX          07/02 - 06/03   460,000  $    3.000   452,500  $    3.000
 Contract #3           NYMEX          07/02 - 09/02   230,000  $    3.200         -           -
 Contract #4           NYMEX          10/02 - 12/02    92,000  $    3.455         -           -
 Contract #5           NYMEX          01/03 - 03/03         -           -   225,000  $    3.700
 Contract #6           NYMEX          04/03 - 06/03         -           -    91,000  $    3.400
 Contract #7           NYMEX          07/03 - 09/03         -           -   230,000  $    3.450
 Contract #8           NYMEX          10/03 - 12/03         -           -    92,000  $    3.670
 Contract #9           NYMEX          07/02 - 09/02   230,000  $    3.560         -           -
 Contract #10          NYMEX          10/02 - 12/02   230,000  $    3.755         -           -
 Contract #11          NYMEX          01/03 - 03/03         -           -   225,000  $    3.895
 Contract #12          NYMEX          04/03 - 06/03         -           -   227,500  $    3.515
 Contract #13          NYMEX          07/03 - 09/03         -           -   230,000  $    3.555
 Contract #14          NYMEX          09/03 - 12/03         -           -   230,000  $    3.755
</TABLE>


     In  July  2002,  Brigham  entered  into  five  crude  oil  fixed price swap
agreements  whereby  Brigham  exchanged  a  floating  market  price  for a fixed
contract  price  of  $25.39  per  Bbl  for  325 Blbs per day for the period from
October  2002  through December 2002, $24.79 per Bbl on 300 Bbls per day for the
period  from January 2003 through March 2003, $24.30 per Bbl on 200 Bbls per day
for the period from April 2003 through June 2003, $23.89 per Bbl on 250 Bbls per
day  for the period from July 2003 through September 2003, and $23.59 per Bbl on
200  Bbls  per day for the period from October 2003 through December 2003. These
derivative  instruments  qualify  for hedge accounting and will be designated as
cash  flow  hedges.

6.     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


                                        8
<PAGE>
                           BRIGHAM EXPLORATION COMPANY

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)


recognition,  initial  measurement  of  the  liability,  allocation  of  asset
retirement  cost  to  expense,  subsequent  measurement  of  the  liability  and
financial statement disclosures. SFAS 143 requires that an asset retirement cost
be  capitalized  as  part  of  the  cost  of  the  related  long-lived asset and
subsequently  allocated  to expense using a systematic, rational method. Brigham
plans  to  adopt  SFAS  143  no  later  than  January  1, 2003, as required. The
transition  adjustment  resulting  from  the  adoption  will  be  reported  as a
cumulative  effect  of  a  change in accounting principle. At this time, Brigham
cannot  reasonably  estimate  the  effect  of  the  adoption  of SFAS 143 on its
financial  position,  results  of  operations  or  cash  flows.

     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  June  30,  2002  and  2001

Production.  Our  net  equivalent  production volumes for the three months ended
June  30,  2002  were  2,460  MMcfe (27.3 Mmcfe per day) compared to 2,652 MMcfe
(29.5  Mmcfe  per  day)  for  the  same  period  during 2001. The decline in our
production for the three-month period is primarily due to the natural decline of
existing  production.  Production  of  natural  gas represented 61% of our total
production for the three months ended June 30, 2002 compared to 70% for the same
period  in  2001. Natural gas production declined 20% from 1,867 MMcf (20.7 MMcf
per  day)  in  the  second quarter 2001 to 1,499 MMcf (16.7 MMcf per day) in the
second quarter of 2002. Oil production for the second quarter 2002 increased 22%
to 160 MBbls (1,778 Bbls per day) compared to 131 MBbls (1,453 Bbls per day) for
the  same  time  period  during  2001.

Revenue  from the sale of oil and natural gas. Oil and natural gas sales for the
second quarter 2002 were $8.8 million. This represents a decline of $1.7 million
from  prior year second quarter sales, of which $1.1 million is related to a 10%
decline  in  our  equivalent  realized  price  and  $626,000 is related to lower
production.

Total  revenue from the sale of natural gas for the second quarter 2002 declined
$2.1  million  from  the  second  quarter last year to $4.9 million. Our average
realized  sales  price for natural gas for the second quarter 2002 was $3.30 per
Mcf  or  13%  lower than our average realized sales price for natural gas in the
second  quarter  last year. Cash settlements on natural gas hedging contracts of
$321,000  ($0.21  per  Mcf)  negatively  impacted  our  revenue from the sale of
natural  gas  and  our  average  realized natural gas sales price for the second
quarter  of  2002.  Cash  settlements  on  natural gas hedging contracts of $1.4
million ($0.77 per Mcf) negatively impacted our revenue from the sale of natural
gas  and  our  average  sales  price  during  the  second  quarter  of  2001.

Our  average  realized  sales  price  for oil for the second quarter of 2002 was
$23.90  per  Bbl.  This  represents  an  8% decline from $26.09 per Bbl realized
during the second quarter of 2001. Revenues from the sale of oil and our average
realized  oil sales price were negatively affected by hedging losses of $271,000
($1.69  per  Bbl)  in  the  second quarter of 2002 and hedging losses of $50,000
($0.38  per  Bbl)  for  the  same  period  in  2001.

Lease  operating expenses.  Lease operating expenses for the second quarter were
$796,000,  or  2% higher than lease operating expenses for the second quarter of
2001. Lease operating expenses on a per unit of equivalent production basis were
$0.32  per  Mcfe,  up 7% from $0.30 per Mcfe for the second quarter of 2001. The
increase  in  lease  operating  expenses was primarily due to an increase in the
number  of  producing  wells  in the second quarter of 2002 as compared with the
same  period  in  2001. The increase in lease operating expenses per unit in the
second  quarter of 2002 relative to the second quarter of 2001 was primarily due
to  higher  maintenance  and  workover  expense  on  certain  wells.

Production taxes.  Production taxes for the second quarter 2002 decreased 20% to
$499,000  compared  to  $622,000 in the second quarter of 2001. This decrease is
primarily  due  to lower severance tax rates on certain wells, a 16% decrease in
the  average  pre-hedge  equivalent  price  received for oil and natural gas and
lower production. On a per unit of equivalent production basis, production taxes
for the second quarter of 2002 decreased 13% to $0.20 per Mcfe compared to $0.23
per  Mcfe  for  the  same  time  period  in  2001.

General  and  administrative  expenses.  General and administrative expenses for
the  second quarter of 2002 were $1.7 million compared to $957,000 in the second
quarter  of  2001.  Of  the  increase, $596,000 was the result of non-cash stock
option  compensation expense. The remainder of the increase was primarily due to
an  increase in payroll, employee benefits and public company expenses. On a per
unit  of  equivalent  production  basis,  general  and  administrative  expenses
increased from $0.36 per Mcfe in the second quarter of 2001 to $0.70 per Mcfe in
the  second  quarter  of 2002. Of the increase, $0.24 per Mcfe was the result of
the  non-cash  stock  compensation  charge.

Depletion  of  oil and natural gas properties.  Depletion of oil and natural gas
properties for the second quarter 2002 was $3.4 million compared to $3.2 million
for  the second quarter of last year. Approximately $477,000 of this increase is
the  result  of  an increase in our depletion rate and was partially offset by a


                                       10
<PAGE>
decrease resulting from lower production. On a per unit of equivalent production
basis, depletion expense increased 15% from $1.20 per Mcfe in the second quarter
of  2001  to  $1.38  per Mcfe in the second 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.

Interest expense.  Interest expense for the second quarter 2002 was $1.6 million
compared to $1.8 million for the second quarter of 2001. This decrease is due to
lower interest rates on outstanding debt borrowings during the second quarter of
2002  as  compared  to  the  same period for 2001 and was partially offset by an
increase  in  outstanding  debt  for  the second quarter 2002 compared to second
quarter 2001. The weighted average interest rate on our outstanding indebtedness
during  the  second quarter 2002 was 7.5% compared to 9.7% for second quarter of
2001.  This  decrease  is  primarily  due  to a decrease in LIBOR for the second
quarter  of 2002 as compared to the second quarter of 2001. Our weighted average
outstanding  debt  balance for second quarter 2002 was $96.1 million compared to
$91.2  million  for  the  same period last year. Interest expense for the second
quarter  2002  included  (i)  $270,000 of interest expense that was paid in kind
through  the  issuance  of additional debt in lieu of cash, and (ii) $299,000 of
non-cash  charges  related  to  the amortization of deferred loan fees. Interest
expense is reflected net of capitalized interest of $443,000 and $150,000 in the
second  quarter  2001  and  2002,  respectively.

Other  income  (expense).  Other  income for the second quarter 2002 was $79,000
compared to other income of $5.8 million during the second 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. For the
second quarter 2002, other income (expense) includes $635,000 of non-cash income
related  to  the  change in the fair market values of these derivative contracts
and  was partially offset by $559,000 of cash expense related to cash settlement
of  these derivative contracts. Other income (expense) for the second quarter of
2001 includes $6.8 million of non-cash income related to the changes in the fair
market  value  of  these  derivative  contracts and was partially offset by $1.0
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.

Comparison  of  the  six-  month  periods  ended  June  30,  2002  and  2001

Production.  Our net equivalent production volumes for the six months ended June
30,  2002 were 4,733 MMcfe (26.3 Mmcfe per day) compared to 4,716 (26.2 Mcfe per
day)  for the same period during 2001. Production of natural gas represented 60%
of  our  total  equivalent  production volumes for the six months ended June 30,
2002,  compared  to  74%  for  the  same  period in 2001. Natural gas production
declined  18%  from 3,477 MMcf (19.3 MMcf per day) for the first half of 2001 to
2,844  MMcf  (15.8 MMcf per day) for the second half of 2002. Oil production for
first  six  months  of  2002  increased  52%  to  315 MBbls (1,749 Bbls per day)
compared to 206 MBbls (1,147 Bbls per day) for the same time period during 2001.

Revenue from the sale of oil and natural gas.  Oil and natural gas sales for the
first  two quarters of 2002 were $15.2 million compared to $17.4 million for the
same  period during 2001. A 13% decline in our equivalent price received for oil
and  gas accounted for $2.8 million of the decline for the first two quarters of
2002  and  was  partially offset by an increase of $680,000 related to increased
production  volumes.

Our  average  realized  sales  price for natural gas for the first six months of
2002  was  $2.92  per Mcf or 15% lower than our average realized sales price for
natural  gas  during  the  same  period  of 2001. Total revenue from the sale of
natural  gas  during the first six months of 2002 declined $11.7 million to $8.3
million  when compared to the first six months of last year. Cash settlements on
natural gas hedging contracts of $18,000 ($0.01 per Mcf) positively impacted our
revenue  from the sale of natural gas and our average realized natural gas sales
price  for the first six months of 2002. Cash settlements on natural gas hedging
contracts  of  $8.0 million ($2.30 per Mcf) negatively impacted our revenue from
the  sale  of natural gas and our average sales price during first six months of
2001.

Our  average  realized  sales price for oil for the first six months of 2002 was
$21.95  per  Bbl.  This  represents  a  17% decline from $26.33 per Bbl realized
during  the  first  six  months  of  2001. Revenues from the sale of oil and our
average  realized  oil sales price were negatively affected by hedging losses of
$321,000  ($1.02 per Bbl) during the first six months of 2002 and hedging losses
of  $125,000  ($0.61  per  Bbl)  for  the  same  period  in  2001.

Lease  operating  expenses.  Lease operating expenses for the first two quarters
of  2002  were  $1.7 million or 12% higher than lease operating expenses for the
same  period  of  2001.  Lease  operating  expenses  on a per unit of equivalent
production  basis  for  the  first six months of 2002 were $0.35 per Mcfe, up 9%


                                       11
<PAGE>
from $0.32 per Mcfe 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  first  six  months of 2002 as compared with the same period of 2001. The
increase  in  lease  operating expenses per unit in the first six months of 2002
relative to the first six months of 2001 was primarily due to higher maintenance
and  workover  expense  on  certain  wells.

Production  taxes.  Production  taxes for the first six months of 2002 decreased
22%  to $852,000 compared to $1.1 million for the first six months of 2001. This
decrease  is primarily due to reduced severance tax rates on certain wells and a
39%  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  half  of 2002 were $0.18 per Mcfe compared to $0.23 per Mcfe for the
same  time  period  in  2001.

General  and  administrative  expenses.  General and administrative expenses for
the  first half of 2002 were $2.7 million compared to $1.8 million for the first
half  of 2001. Of the increase, $596,000 was the result of non-cash stock option
compensation  expense.  The  remainder  of  the increase was primarily due to an
increase  in  payroll,  employee  benefits and public company expenses. On a per
unit  of  equivalent  production  basis,  general  and  administrative  expenses
increased from $0.32 per Mcfe for the first six months of 2001 to $0.57 per Mcfe
for  the  first six months of 2002. Of the increase, $0.13 was the result of the
non-cash  stock  compensation  charge.

Depletion  of  oil and natural gas properties.  Depletion of oil and natural gas
properties  for  the  first six months of 2002 was $6.5 million compared to $5.7
million  for  the  same  time  period  last year. Approximately $849,000 of this
increase  resulted  from  an  increase  in  our depletion rate. On a per unit of
equivalent production basis, depletion expense increased 15% from $1.20 per Mcfe
for  the  first  half 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 six months of 2002 was $3.1
million compared to $3.6 million for the same time period of 2001. This decrease
is  due  to lower interest rates on outstanding debt borrowings during the first
half of 2002 as compared to the same period for 2001 and was partially offset by
an  increase  in  outstanding  debt for the first six months of 2002 compared to
second  quarter  2001.  The  weighted  average  interest rate on our outstanding
indebtedness  during  the first six months of 2002 was 7.4% versus 10.3% for the
first  six months of 2001. This decrease is primarily due to lower LIBOR for the
first  six  months  of  2002  as  compared  to the first six months of 2001. Our
weighted  average  outstanding debt balance for the first half of 2002 was $95.2
million  compared  to $87.9 million for the same time period last year. Interest
expense  for  the  first  half of 2002 included (i) $497,000 of interest expense
that  was  paid in kind through the issuance of additional debt in lieu of cash,
and  (ii)  $585,000  of non-cash charges related to the amortization of deferred
loan  fees.  Interest  expense  is reflected net of capitalized interest of $1.0
million  and  $450,000  for the first six months of 2001 and 2002, respectively.

Other  income  (expense).  Other expense for the first half of 2002 was $169,000
compared  to  other  income of $6.0 million for the first six 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. For the
first  six  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 and was offset by $559,000 of cash expense related to cash settlements
pursuant to these derivative contracts. Other income (expense) for the first six
months  of  2001 included $7.0 million of non-cash income related to the changes
in the fair market values of these derivative contracts and was partially offset
by  $1.0  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 $25.0 million. We
spent  $13.0  million  in  total  net  capital for the first six months of 2002.
Capital  expenditures  include  costs related to the well control event with the
Burkhart  #1.  We  submitted  our  claim  to our insurance company and expect to
receive  a  reimbursement  of  approximately  $2.0 million. For the remainder of
2002,  we  plan to spend approximately $14.0 million. Spending will be funded by
our  discretionary  cash  flow  and  our current cash balance. Estimated capital


                                       12
<PAGE>
expenditures  for  the  remainder of 2002 represent an increase of approximately
16%  from our original 2002 budget. This increase is primarily attributable to a
forecasted  increase in production 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 second quarter of 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  June  30,  2002  was  $49,000.

Interest  expense  on  our senior credit facility for the first half of 2002 was
$2.1  million.  This  includes  $257,000  of  non-cash  charges  related  to the
amortization  of  deferred  loan  fees.  The  interest rate on our senior credit
facility  on July 31, 2002 was 4.8%. We were in compliance with our covenants at
June  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  June  30,  2002  was  $21.2  million.  Approximately  $1.2  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 second quarter of
2002  was  $735,000.  This  includes $169,000 of non-cash charges related to the
amortization of deferred loan fees. During the second 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 $270,000 of additional subordinated notes. Accrued
interest  expense  for  our  subordinated  notes  facility  at June 30, 2002 was
$381,000.

Interest  expense  on our subordinated notes facility for the first half of 2002
was  $1.4  million.  This  includes  $328,000 of non-cash charges related to the
amortization  of deferred loan fees. For the first six months of 2002, we issued
approximately  $497,000  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  June  30,  2002.

Series  A  Preferred  Stock

Dividends  and  accretion on our Series A Preferred Stock for the second quarter
of  2002 were $721,000. This includes $57,000 of non-cash charges related to the
accretion  of  the  preferred  stock  and  $664,000  of  dividends  that  were
paid-in-kind  through  the  issuance  of Series A Preferred Stock. Dividends and
accretion  on  our  Series  A Preferred Stock for the first two quarters of 2002
were  $1.4  million.  This  includes $112,000 of non-cash charges related to the
accretion  of  the  preferred  stock  and  $1.3  million  of dividends that were
paid-in-kind  through  the  issuance  of  Series  A  Preferred  Stock.


                                       13
<PAGE>
The  liquidation  value  of our outstanding Series A Preferred Stock at June 30,
2002  was  $33.9 million. Approximately $3.9 million of this outstanding balance
represents  additional  Series  A Preferred Stock issued to satisfy our dividend
payments.

Cash  Flow  Analysis

Cash  Flows  from  Operating  Activities.  Cash  flows  provided  by  operating
activities  for the first six months of 2002 were $10.0 million compared to $6.5
million  for  the  first  six  months  of  2001.  The  increased cash flows from
operating  activities  for  2002  is primarily due to a $1.9 million increase in
cash  from  working  capital  for  the  first  six  months of 2002 versus a cash
decrease  of  $3.2  million  from working capital during the first six months of
2001.  This  was  partially  offset  by a decrease in operating cash flow before
changes  in  working capital for the first two quarters of 2002 when compared to
the  first  two  quarters  of  2001.

Cash  Flows  from Investing Activities.  Cash flows used by investing activities
for  the  first  six months of 2002 were $13.2 million compared to $18.0 million
for  the  first  six  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 six months of 2002
($13.0  million  during  2002  versus $18.6 million during 2001) and $617,000 in
cash  proceeds  from  the  sale  of  assets during the first six months of 2002.

Cash  Flows  from  Financing  Activities.  Cash  flows  provided  by  financing
activities  for the first six months were $3.7 million compared to $18.8 million
during the first six months of 2001. This decrease is primarily due to increased
borrowings  under  our subordinated notes facility and the financing transaction
that  we  completed  during  the  first six months of 2001. During the first six
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 six
months  of  2002.  We  also issued $10.0 million in Series A Preferred Stock and
warrants  during  the  first  six  months  of  2001.


OTHER  MATTERS

Derivative  Instruments

Total  natural  gas  sold  subject  to  swap arrangements entered into by us was
682,500  MMBtu  in  the  second quarter of 2002 compared to 450,000 MMBtu in the
second  quarter  of 2001. We also sold 305,000 MMbtu subject to a floor contract
during  the  second  quarter  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 received for natural gas under these hedging arrangements resulted in
a decrease in natural gas revenues of $321,000 in the second quarter of 2002 and
a  decrease  in  natural gas revenues of $1.4 million in second quarter of 2001.

For  the  first  six  months  of  2002,  total  natural gas sold subject to swap
arrangements  was  1,357,500  MMBtu compared to 1,800,000 MMBtu during the first
six  months  of  2001.  We  also  sold 305,000 MMbtu subject to a floor contract
during  the  first  six  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 received for natural gas under these hedging arrangements resulted in
an  increase  in natural gas revenues of $18,000 in the first half of 2002 and a
decrease  in  natural  gas  revenues  of $8.0 million in the first half of 2001.

In addition, oil revenues were reduced by $271,000 in the second quarter of 2002
and  $50,000  in  the  second  quarter  of 2001 as a result of crude oil hedging
arrangements  outstanding  during  the period. For the six months ended June 30,
2002, oil revenues were reduced by $321,000 and for the same time period of 2001
oil  revenues  were  reduced  by  $125,000.

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. During the
second  quarter  of  2002,  Brigham's derivative instruments not qualifying as a
hedging  contract  expired.  In  the  three months ended June 30, 2002 and 2001,
Brigham  recognized  $635,000  and $6.8 million, respectively, in non-cash gains


                                       14
<PAGE>
related to changes in the fair values of these derivative contracts and $559,000
and  $1.0  million,  respectively,  in  cash  losses  related to cash settlement
payments  made  by Brigham to the counterparty. In the six months ended June 30,
2002  and  2001,  Brigham recognized $384,000 and $7.0 million, respectively, in
non-cash  gains  related  to  changes  in  the  fair  values of these derivative
contracts and $559,000 and $1.0 million, respectively, in cash losses related to
cash  settlement  payments  made  by  Brigham  to  the  counterparty.

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

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.

New  Accounting  Pronouncements

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

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


                                       15
<PAGE>
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 Brigham's financial position,
business strategy and other plans and objectives for future operations. Although
Brigham  believes  that  the  expectations  reflected  in  these forward looking
statements  are reasonable, there can be no assurance that the actual results or
developments  anticipated  by Brigham will be realized or, even if substantially
realized,  that  they  will  have  the  expected  effects  on  its  business  or
operations.  Among  the  factors  that  could  cause  actual  results  to differ
materially from Brigham's expectations are general economic conditions, inherent
uncertainties  in  interpreting  engineering  data, operating hazards, delays or
cancellations  of  drilling  operations  for  a variety of reasons, competition,
fluctuations in oil and gas prices, availability of sufficient capital resources
to  Brigham  and  its  project  participants,  government  regulations and other
factors  set  forth  among  the  risk  factors  noted  in  this  report,  in the
description of Brigham's business in Item 1 of our Form 10-K report for the year
ended  December  31,  2001  (see  page  1 of Brigham's 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 Brigham's 2001 Form 10-K).
All  subsequent  oral  and  written  forward  looking statements attributable to
Brigham  or  persons  acting  on  its  behalf  are  expressly qualified in their
entirety  by these factors. Brigham assumes no obligation to update any of these
statements.


ITEM  3.     QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

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


                                       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.



ITEM  4.     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

(a)  We  held our Annual Stockholders meeting on Friday, May 17, 2002 in Austin,
     Texas,  at  1  p.m.,  local  time.

(b)  Proxies  were  solicited  by  the Board of Directors of Brigham pursuant to
     Regulation  14A  under  the  Securities Exchange Act of 1934. There were no
     solicitations  in  opposition to the Board of Directors' nominees as listed
     in  the  proxy  statement  and  all  of  such  nominees  were duly elected.

(c)  Out  of  the total of 16,016,113 shares of our common stock outstanding and
     entitled  to  vote,  13,700,629  shares were present in person or by proxy,
     representing  approximately  86%.  The  only  matters  voted  on  by  our
     stockholders,  as fully described in the definitive proxy materials for the
     annual  meeting,  are  set  forth  below.  The  results  were  as  follows:

     1.   To  elect  eight  directors  to  serve  until  Our  Annual  Meeting of
          Stockholders  in  2003.

<TABLE>
<CAPTION>
                                                                     Number of Shares
                                                                 Withholding Authority to
                                       Number of Shares            Vote for Election as
               Nominee          Voting for Election as Director          Director
          --------------------  -------------------------------  ------------------------
<S>                             <C>                              <C>
          Ben M. "Bud" Brigham                       13,425,903                   274,726
          Anne L. Brigham                            13,553,039                   147,590
          Harold D. Carter                           13,553,039                   147,590
          Curtis F. Harrell                          13,425,903                   274,726
          Stephen P. Reynolds                        13,553,039                   147,590
          Steven A. Webster                          13,553,039                   147,590
          R. Graham Whaling                          13,553,039                   147,590
</TABLE>


     2.   To  approve  the  appointment  of  PricewaterhouseCoopers  LLP  as our
          independent  auditors  for  the  year  ending  December  31,  2002.

          For      13,692,564
          Against       2,850
          Abstain       5,215


                                       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 April 1, 2002, to announce that we had
     regained  surface  of  the  Providence Field development well. The Form 8-K
     included  a  copy  of  the press release that provided these announcements.

     We  filed  a  report  on  Form  8-K on April 19, 2002, to announce that our
     management  would  be  presenting  at  the  IPAA  2002 Oil & Gas Investment
     Symposium held in New York on Tuesday April 23, 2002. The Form 8-K included
     a  copy  of  the  press  release  that  provided  these  announcements.

     We  filed  a report on Form 8-K on May 6, 2002, to announce our operational
     and  financial  results for the first quarter 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 June 6, 2002, to announce that Gene
     Shepherd  has  been  named CFO and other executive promotions. The Form 8-K
     included  a  copy  of  the press release that provided these announcements.

     We filed a report on Form 8-K on June 12, 2002, to update the market on the
     Providence  Field  Development.  The  Form 8-K included a copy of the 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  August  14,  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>