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

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

                                    FORM 10-Q

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


                  For the quarterly period ended March 31, 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 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 May 10, 2001, 15,992,518 shares of Common Stock, $.01 per share, were
outstanding.

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


<PAGE>
<TABLE>
<CAPTION>
                           BRIGHAM EXPLORATION COMPANY
                       FIRST QUARTER 2001 FORM 10-Q REPORT

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

                                                                                           PAGE
                                                                                           ----
                         PART I - FINANCIAL INFORMATION

ITEM 1.   FINANCIAL  STATEMENTS
<S>       <C>                                                                              <C>
          Condensed Consolidated Balance Sheets - March 31, 2001 and December 31, 2000 . . . 1
          Condensed Consolidated Statements of Operations - Three months ended
              March  31,  2001  and  2000 . . . . . . . . . . . . . . . . . . . . . . . . . .2
          Condensed Consolidated Statements of Changes in Stockholders' Equity - Three
              months  ended  March  31,  2001 . . . . . . . . . . . . . . . . . . . . . . . .3
          Condensed Consolidated Statement of Cash Flows - Three months ended
              March  31,  2001  and  2000 . . . . . . . . . . . . . . . . . . . . . . . . . .4
          Notes  to  Condensed  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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16


                           PART II - OTHER INFORMATION

ITEM 2.   CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS . . . . . . . . . . . . . . . . . 17

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

ITEM 6.   EXHIBITS  AND  REPORTS  ON  FORM  8-K . . . . . . . . . . . . . . . . . . . . . . 17

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


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

Item  1.  Financial  Statements

                                                BRIGHAM EXPLORATION COMPANY

                                                  CONDENSED CONSOLIDATED
                                                      BALANCE SHEETS
                                                      (in thousands)
                                                       (unaudited)


                                                                                                March 31,    December 31,
                                                                                                  2001           2000
                                                                                               -----------  --------------
                                                         ASSETS
<S>                                                                                            <C>          <C>
Current assets:
  Cash and cash equivalents                                                                    $   12,029   $         837
  Accounts receivable                                                                              12,863           9,277
  Other current assets                                                                                563             559
                                                                                               -----------  --------------
    Total current assets                                                                           25,455          10,673
                                                                                               -----------  --------------

Oil and gas properties, at cost, net                                                              137,665         129,490
Other property and equipment, at cost, net                                                          1,311           1,341
Drilling advances paid                                                                                575             960
Deferred loan fees                                                                                  3,995           4,338
Other noncurrent assets                                                                               100             109
                                                                                               -----------  --------------
                                                                                               $  169,101   $     146,911
                                                                                               ===========  ==============

                                          LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                                                             $   10,049   $       9,211
  Accrued drilling costs                                                                            2,175             792
  Participant advances received                                                                       300             136
  Other current liabilities                                                                        11,063           7,760
                                                                                               -----------  --------------
    Total current liabilities                                                                      23,587          17,899
                                                                                               -----------  --------------

Notes payable                                                                                      75,000          75,000
Senior subordinated notes                                                                          16,075           7,000
Other noncurrent liabilities                                                                        2,025           3,697

Commitments and contingencies

Series A Preferred Stock, mandatorily redeemable, $.01 par value, $20 stated value,
  2,250,000 shares authorized, 1,513,334 and 1,000,000 shares issued and outstanding
  at March 31, 2001 and December 31, 2000, redemption value $20 per share                          14,183           8,558

Stockholders' equity:
  Preferred stock, $.01 par value, 10 million shares authorized, none issued and outstanding            -               -
  Common stock, $.01 par value, 50 million shares authorized, 17,045,150 and
    17,030,176 shares issued at March 31, 2001 and December 31, 2000, respectively                    170             170
  Additional paid-in capital                                                                       82,353          78,274
  Unearned stock compensation                                                                      (1,233)         (1,321)
  Accumulated deficit                                                                             (37,514)        (38,416)
  Treasury stock, at cost; 1,052,632 shares at March 31, 2001 and December 31, 2000                (3,950)         (3,950)
  Accumulated other comprehensive income (loss)                                                    (1,595)              -
                                                                                               -----------  --------------
    Total stockholders' equity                                                                     38,231          34,757
                                                                                               -----------  --------------
                                                                                               $  169,101   $     146,911
                                                                                               ===========  ==============
</TABLE>

      Oil and gas properties are accounted for using the full cost method.


   See accompanying notes to the condensed consolidated financial statements.


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

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

                                                                   Three Months Ended
                                                                       March 31,
                                                                   ------------------
                                                                     2001      2000
                                                                   --------  --------
<S>                                                                <C>       <C>
Revenues:
  Oil and gas sales                                                $ 6,905   $ 4,505
  Other                                                                138        33
                                                                   --------  --------
                                                                     7,043     4,538
                                                                   --------  --------

Costs and expenses:
  Lease operating                                                      706       459
  Production taxes                                                     466       304
  General and administrative                                           817       740
  Depletion of oil and gas properties                                2,477     1,764
  Depreciation and amortization                                        110       123
  Amortization of stock compensation                                    42        12
                                                                   --------  --------
                                                                     4,618     3,402
                                                                   --------  --------
  Operating income                                                   2,425     1,136
                                                                   --------  --------

Other income (expense):
  Interest income                                                       62        37
  Interest expense, net                                             (1,806)   (2,775)
  Other income (expense)                                               221      (596)
                                                                   --------  --------
                                                                    (1,523)   (3,334)
                                                                   --------  --------

Income (loss) before income taxes                                      902    (2,198)
Income tax benefit (expense)                                             -         -
                                                                   --------  --------

Net income (loss)                                                      902    (2,198)

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

Net income (loss) attributable to common stockholders              $   424   $(2,198)
                                                                   ========  ========

Net income (loss) per share attributable to common stockholders:
  Basic                                                            $  0.03   $ (0.14)
  Diluted                                                          $  0.02   $ (0.14)
</TABLE>

   See accompanying notes to the condensed consolidated financial statements.


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

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

                                                                                                         Accumulated
                                                                                                           Other
                                                                                                           Compre-
                                    Common Stock   Additional   Unearned     Accum-     Treasury Stock     hensive     Total
                                  ---------------   Paid-in      Stock       ulated    -----------------   Income   Stockholders'
                                  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                             15        -        57             -          -        -         -          -         57
Issuance of warrants                   -        -     4,500             -          -        -         -          -      4,500
Dividends on mandatorily
  redeemable Series A
  Preferred Stock                      -        -      (457)            -          -        -         -          -       (457)
Accretion on mandatorily
  redeemable Series A
  Preferred Stock                      -        -       (21)            -          -        -         -          -        (21)
Amortization of unearned
  stock compensation                   -        -         -            88          -        -         -          -         88
Net income                             -        -         -             -        902        -         -          -        902
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                -        -         -             -          -        -         -     10,205     10,205
Comprehensive loss
                                  ------  -------  ---------  ------------  ---------  -------  --------  ---------  ---------
Balance, March 31, 2001           17,045  $   170  $ 82,353   $    (1,233)  $(37,514)  (1,053)  $(3,950)  $ (1,595)  $ 38,231
                                  ======  =======  =========  ============  =========  =======  ========  =========  =========

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

Exercise of employee stock
  options
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                        $    902
Other comprehensive
  income (loss):
    Cumulative effect (loss) on
       the adoption of FAS 133     (11,800)
    Change in fair value of
       cash flow hedges             10,205
                                  ---------
Comprehensive loss                $   (693)
                                  =========
Balance, March 31, 2001
</TABLE>

   See accompanying notes to the condensed consolidated financial statements.


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

                                              CONDENSED CONSOLIDATED
                                             STATEMENTS OF CASH FLOWS
                                                  (in thousands)
                                                    (unaudited)
                                                                                                Three Months Ended
                                                                                                    March 31,
                                                                                                ------------------
                                                                                                  2001      2000
                                                                                                --------  --------
<S>                                                                                             <C>       <C>
Cash flows from operating activities:
  Net income (loss)                                                                             $   902   $(2,198)
  Adjustments to reconcile net income (loss) to cash provided (used) by operating activities:
    Depletion of oil and gas properties                                                           2,477     1,764
    Depreciation and amortization                                                                   110       123
    Amortization of stock compensation                                                               42        12
    Interest paid through the issuance of additional senior subordinated notes                       75     1,477
    Amortization of deferred loan fee and debt issuance costs                                       343       391
    Amortization of discount on senior subordinated notes                                             -       180
    Amortization of deferred loss on derivative instruments                                           -       280
    Market value adjustment for derivative instruments                                             (221)      443
    Changes in working capital and other items:
      Increase in accounts receivable                                                            (3,586)     (221)
      Increase in other current assets                                                               (4)      (90)
      Increase (decrease) in accounts payable                                                       838    (6,433)
      Increase in participant advances received                                                     164     1,127
      Increase in other current liabilities                                                         111       138
      Decrease in other noncurrent assets                                                             9        43
      Decrease in other noncurrent liabilities                                                       (8)       (8)
                                                                                                --------  --------
        Net cash provided (used) by operating activities                                          1,252    (2,972)
                                                                                                --------  --------

Cash flows from investing activities:
  Additions to oil and natural gas properties                                                    (9,223)   (3,738)
  Additions to other property and equipment                                                         (80)       (9)
  (Increase) decrease in drilling advances paid                                                     385      (410)
                                                                                                --------  --------
        Net cash used by investing activities                                                    (8,918)   (4,157)
                                                                                                --------  --------

Cash flows from financing activities:
  Proceeds from issuance of common stock                                                              -     4,205
  Proceeds from exercise of employee stock options                                                   57         -
  Proceeds from issuance of preferred stock and warrants, net                                     9,838         -
  Proceeds from issuance of senior subordinated notes and warrants                                9,000       260
  Increase in notes payable                                                                           -     2,000
  Principal payments on capital lease obligations                                                   (37)      (58)
  Deferred loan fees paid                                                                             -      (361)
                                                                                                --------  --------
        Net cash provided by financing activities                                                18,858     6,046
                                                                                                --------  --------

Net increase (decrease) in cash and cash equivalents                                             11,192    (1,083)
Cash and cash equivalents, beginning of period                                                      837     2,742
                                                                                                --------  --------
Cash and cash equivalents, end of period                                                        $12,029   $ 1,659
                                                                                                ========  ========
</TABLE>

   See accompanying notes to the condensed consolidated financial statements.


                                        4
<PAGE>
                           BRIGHAM EXPLORATION COMPANY

                             NOTES TO THE CONDENSED
                        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 condensed 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 condensed 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 to
     purchase  Brigham's  common  stock (the "Additional Series A Warrants") 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.


                                        5
<PAGE>
                           BRIGHAM EXPLORATION COMPANY

                             NOTES TO THE CONDENSED
                        CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)


4.   NET  INCOME  (LOSS)  PER  SHARE

     Basic earnings per common share ("EPS") are computed by dividing net income
     (loss)  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.

     The following table reconciles the numerators and denominators of the basic
     and  diluted  earning  per  common share computations for net income (loss)
     available  to common stockholders for the three months ended March 31, 2001
     and  2000:

<TABLE>
<CAPTION>
                                                                    Three months ended
                                                                        March 31,
                                                                     -----------------
                                                                      2001      2000
                                                                     -------  --------
<S>                                                                  <C>      <C>
Basic EPS:
  Income (loss) available to common stockholders                     $   424  $(2,198)
                                                                     =======  ========

  Weighed average common shares outstanding                           15,983   15,279
                                                                     =======  ========

  Basic EPS                                                          $  0.03  $ (0.14)
                                                                     =======  ========

Diluted EPS:
  Income (loss) available to common stockholders                     $   424  $(2,198)
  Plus amortization of compensation expense on stock options               4        -
                                                                     -------  --------

  Adjusted income (loss) available to common stockholders - diluted  $   428  $(2,198)
                                                                     =======  ========

  Weighted average common shares outstanding                          15,983   15,279
  Effect of potentially dilutive securities:
    Warrants                                                           1,320        -
    Stock options                                                        585        -
                                                                     -------  --------
  Potentially dilutive common shares                                   1,905        -

  Adjusted weighted average common shares outstanding - diluted       17,888   15,279
                                                                     =======  ========

  Diluted EPS                                                        $  0.02  $ (0.14)
                                                                     =======  ========
</TABLE>

     At  March  31, 2001 and 2000, options and warrants to purchase 14.3 million
     and  8.0 million shares of common stock, respectively, were outstanding but
     were  not  included  in  the computation of diluted income (loss) per share
     because  the  effects  would  have  been  anitdilutive.


                                        6
<PAGE>
                           BRIGHAM EXPLORATION COMPANY

                             NOTES TO THE CONDENSED
                        CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)


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
     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
     first  quarter  of  2001,  Brigham  recognized  losses of $6.6 million from
     hedging  contracts, which was recorded as a reduction of oil and gas sales,
     and  $10.2 million of gains related to changes in the fair value, which was
     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  March 31, 2001 and December 31, 2000, the fair value of these
     derivative  instruments  included in other liabilities was $9.8 million and
     $10.1  million,  respectively.  In  the  first  quarter  of  2001,  Brigham
     recognized $221,000 in non-cash gains related to changes in the fair values
     of  these  derivative  contracts.


                                        7
<PAGE>
                           BRIGHAM EXPLORATION COMPANY

                             NOTES TO THE CONDENSED
                        CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)


     The  following  tables  summarize Brigham's outstanding oil and natural gas
     derivative  instruments  as  of  March  31,  2001:

<TABLE>
<CAPTION>
NATURAL GAS DERIVATIVE CONTRACTS                           2001                   2002
                                                  ----------------------  ----------------------
                                                               AVERAGE                 AVERAGE
                                                   VOLUMES     CONTRACT    VOLUMES     CONTRACT
                                      MONTHLY       HEDGED      PRICE       HEDGED      PRICE
                    PRICING BASIS  CONTRACT TERM   (MMBTU)    ($/MMBTU)    (MMBTU)    ($/MMBTU)
                    -------------  -------------  ----------  ----------  ----------  ----------
<S>                 <C>            <C>            <C>         <C>         <C>         <C>
Fixed Price Swaps:

  Contract #1       ANR            April 2001        150,000  $   2.0650          --          --
                    Oklahoma

  Contract #2       Houston        April 2001        150,000  $   2.1500          --          --
                    Ship Channel

  Contract #3       TETCO          April 2001        150,000  $   2.0575          --          --
                    South Texas

Fixed Price Cap     ANR            May 2001 -      2,450,000  $   2.5498   1,810,000  $   2.6326
                    Oklahoma       June 2002

Fixed Price Floor   ANR            May 2001 -        765,000  $   1.8000          --          --
                    Oklahoma       December 2001
</TABLE>


<TABLE>
<CAPTION>
CRUDE OIL DERIVATIVE CONTRACTS                          2001                 2002
                                                 --------------------  -------------------
                                                            AVERAGE               AVERAGE
                                                 VOLUMES    CONTRACT   VOLUMES   CONTRACT
                                     MONTHLY      HEDGED     PRICE      HEDGED     PRICE
                   PRICING BASIS  CONTRACT TERM   (BBLS)    ($/BBL)     (BBLS)    ($/BBL)
                   -------------  -------------  --------  ----------  --------  ---------
<S>                <C>            <C>            <C>       <C>         <C>       <C>
Fixed Price Cap    NYMEX          April 2001 -     73,600  $    25.93        --         --
                                  December 2001
Fixed Price Floor  NYMEX          April 2001 -     73,600  $    17.05        --         --
                                  December 2001
</TABLE>


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

RESULTS  OF  OPERATIONS

Comparison  of  the  three  month  periods  ended  March  31,  2001  and  2000

     Oil  and  natural  gas  sales. Oil and natural gas sales increased 53% from
$4.5  million  in the first quarter of 2000 to $6.9 million in the first quarter
of  2001.  Of this net increase, $1.7 million was attributable to a 14% increase
in  the average realized equivalent oil and natural gas sales price and $661,000
was  attributable  to  a  35% increase in net equivalent production volumes. Net
natural  gas production volumes increased 71% from 940 MMcf in the first quarter
of  2000  to  1,610  MMcf  in  the  first  quarter  of  2001.  This increase was
principally  due  to the completion of wells drilled over the past twelve months
and  recompletion  and  workover  projects performed on certain producing wells,
offset  in  part  by  natural production decline. The average price received for
natural  gas  increased  57%  from $1.93 per Mcf in the first quarter of 2000 to
$3.03  per  Mcf  in the first quarter of 2001. Included in these realized prices
was  natural gas hedging losses of $514,000 ($0.55 per Mcf) in the first quarter
of  2000  and  natural gas hedging losses of $6.6 million ($4.08 per Mcf) in the
first quarter of 2001. Net oil production volumes decreased 24% from 99 MBbls in
the  first  quarter  of  2000  to  76  MBbls  in the first quarter of 2001. This
decrease  was  principally  due  to  natural  production  decline  coupled  with
Brigham's  emphasis on drilling natural gas wells during the past twelve months.
The average price received for oil decreased 2% from $27.16 per Bbl in the first
quarter  of  2000  to  $26.74  per Bbl in the first quarter of 2001. Oil hedging
losses reduced realized average oil prices received by $2,000 ($0.02 per Bbl) in
the first quarter of 2000 and by $75,000 ($1.00 per Bbl) in the first quarter of
2001.

     Other  revenue.  Other  revenue  increased  318%  from $33,000 in the first
quarter  of  2000  to $138,000 in the first quarter of 2001. The increase in the
first  quarter  2001  is  primarily  attributable to higher natural gas pipeline
transportation  revenue  offset  in  part  by lower workstation revenue due to a
reduction  in  the  volume  of  3-D  seismic interpretation activity billable to
industry  participants  as  compared  with  the  prior  year  period.

     Lease  operating  expenses.  Lease  operating  expenses  increased 54% from
$459,000  for  the  first  quarter  of 2000 to $706,000 for the first quarter of
2001,  and,  on a per unit of production basis, lease operating expenses for the
same  periods  increased 13% from $0.30 per Mcfe to $0.34 per Mcfe. The 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 in the first quarter of 2001
relative to the first quarter of 2000 was primarily due to unusual non-recurring
maintenance  and  workovers  on  certain wells during the first quarter of 2001.

     Production  taxes.  Production taxes increased 53% from $304,000 ($0.20 per
Mcfe)  for  the first quarter of 2000 to $466,000 ($0.23 per Mcfe) for the first
quarter  of  2001,  primarily  as a result of (i) a 101% increase in the average
equivalent  price  received  for natural gas and oil sales before the effects of
hedging  gains  and losses, and (ii) a 35% increase in net equivalent production
volumes,  each  of which was offset by the recording of a $455,000 reimbursement
of  previously  incurred  production taxes related to certain wells that qualify
for  severance  tax refunds. Of the $455,000 total production tax reimbursements
recorded  in  the  first  quarter  of 2001, $211,000 related to volumes produced
during the first quarter of 2001 and $244,000 related to volumes produced during
prior  periods  in  1999  and  2000.

     General  and  administrative  expenses. General and administrative expenses
increased  10%  from  $740,000 for the first quarter of 2000 to $817,000 for the
first  quarter  of  2001  primarily  due to higher employee payroll and benefits
expenses. On a per unit of production basis, general and administrative expenses
decreased  from  $0.48  per Mcfe for the first quarter of 2000 to $0.40 per Mcfe
for  the  first quarter of 2001 as increased production volumes more than offset
higher  aggregate  general  and  administrative  expenses.


                                        9
<PAGE>
     Depletion  of oil  and natural gas properties. Depletion of oil and natural
properties increased 40% from $1.8 million ($1.15 per Mcfe) in the first quarter
of  2000  to $2.5 million ($1.20 per Mcfe) in the first quarter of 2001. Of this
increase,  $636,000  was due to higher production volumes and $77,000 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
first  quarter  of 2001 as compared with estimated amounts for the first quarter
of  2000.

     Net  interest expense. Net interest expense decreased 35% from $2.8 million
in  the first quarter of 2000 to $1.8 million in the first quarter of 2001. This
decrease  was  due  to  a lower average debt balance and lower interest rates on
outstanding  borrowings  in  the  first  quarter of 2001 compared with the first
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 $103.5 million in the first
quarter  of  2000  to  $88.3  million  in the first quarter of 2001. The average
effective  annual  interest  rate  on  borrowings  outstanding  during the first
quarter  of  2000 was 13.1% compared to 10.9% for the first quarter of 2001. Net
interest  expense  is  reflected  net  of  capitalized  interest of $642,000 and
$572,000  in  the  first quarter 2000 and 2001, respectively. See "Liquidity and
Capital  Resources  -  Credit  Facility;  -  Subordinated  Notes".

     Other  income  (expense). Other income (expense) increased $817,000 from an
expense  of  $596,000  in the first quarter of 2000 to income of $221,000 in the
first  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.  In  the  first  quarter  of  2000,  other income (expense) consisted
primarily  of  (i)  $443,000  of non-cash expenses related to the changes in the
fair  market  values  of  these derivative contracts during the period, and (ii)
$148,000  of  expenses  related  to  cash settlements incurred during the period
pursuant  to  these  derivative  contracts.  In the first quarter of 2001, other
income  (expense)  consisted  entirely of $221,000 of non-cash income related to
the  changes  in the fair market values of these derivative contracts during the
period.

LIQUIDITY  AND  CAPITAL  RESOURCES

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

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. As
of  March  31,  2001  and  May  10,  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.


                                        10
<PAGE>
     If  the Senior Credit Facility is repaid at maturity or is prepaid prior to
maturity  without  payment  of  cash  premiums, the warrants to purchase Brigham
common  stock issued to the new participant in the Senior Credit Facility become
exercisable.  Further,  to  the  extent  Brigham  chooses  to  prepay any of the
Convertible  Notes  without the warrants becoming exercisable, and also assuming
the  lender  chooses  not  to  convert to equity upon notice of such prepayment,
Brigham  will  be  required  to  a  pay  a  premium  above the face value of the
Convertible  Notes  to the lender. Such premium amounts would range from 150% to
110%,  depending  upon  the  timing of the prepayment. Such prepayment, however,
would  require  prior  approval  of  the  original  lenders to the Senior Credit
Facility. In addition, certain financial covenants of the Senior Credit Facility
were  amended  or  added  in  the  July  1999,  February  2000  and October 2000
amendments.  In  connection  with the February 2000 amendment, Brigham reset the
price  of  the  warrants  previously  issued  to  its existing senior lenders to
purchase  one  million  shares  of  Brigham  common  stock from the then current
exercise  price  of  $2.25  per  share  to  $2.02  per  share.

     Principal  outstanding  under the Senior Credit Facility is due at maturity
on  December  31,  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 May 10, 2001, Brigham had $75 million in borrowings
outstanding  under  the Senior Credit Facility, which bear interest at an annual
rate  of  approximately  7.5%.

     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
March  31,  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.


                                        11
<PAGE>
     Subordinated  Notes  Facility.  The  $20  million of new subordinated notes
issued to Shell Capital Inc. (the "SCI Notes") bear interest at 10.75% per annum
and  have  no  principal  repayment  obligations until maturity in 2005. The SCI
Notes  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
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 March 31, 2001 and May 10, 2001, Brigham
had $16 million 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  March  31, 2001 and May 10, 2001, Brigham had $30.3
million  and  $30.7  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


                                        12
<PAGE>
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
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 "New CSFB
Warrants")  to  affiliates  of  CSFB in a private placement transaction. The New
CSFB  Warrants  to  purchase  an aggregate of 2,105,263 shares of Brigham common
stock have a term of ten years, an exercise price of $4.75 per share and must be
exercised, if Brigham so requires, in the event that 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 New CSFB
Warrants  is  payable  either  in cash or in shares of Series A Preferred Stock,
valued at liquidation value plus accrued dividends. If Brigham requires exercise
of  the  New  CSFB Warrants, proceeds from the exercise of the New CSFB Warrants
will  be  used  to  fund  the  redemption of a similar value of then outstanding
Series  A  Preferred  Stock.  For  financial  reporting  purposes,  the New CSFB
Warrants  were  valued  at  approximately  $4.5  million using the Black-Scholes
valuation  model  and were recorded as additional paid-in capital in March 2001.

Cash  Flow  Analysis

     Cash  Flows  from  Operating  Activities.  Cash flows provided by operating
activities  were $1.2 million in the first three months of 2001, which consisted
of  $3.7  million  in  net  operating  cash flow (net cash provided by operating
activities  before  changes  in operating assets and liabilities) and a net $2.5
million  used  for  working  capital  items. This compares to cash flows used by
operating  activities  of  $3.0 million in the first three months of 2000, which
consisted of $2.5 million in net operating cash flow and a net $5.4 million used
for  working  capital  items.

     Cash  Flows  from  Investing  Activities.  Cash  flows  used  by  investing
activities  were $8.9 million in the first three months of 2001 as compared with
$4.2  million  used  by  investing activities in the first three months of 2000.
Capital  expenditures  increased  $5.5  million, or 147%, to $9.2 million in the
first three months of 2001 compared to $3.7 million for the comparable period in
2000.

     Cash  Flows  from  Financing  Activities.  Cash flows provided by financing
activities were $18.9 million in the first three months of 2001 as compared with
cash  flows  provided by financing activities of $6.0 million in the first three
months of 2000. The cash flows provided by financing activities during the first
three  months  of  2001 resulted primarily from $9.0 million in borrowings under
the  Subordinated  Notes  Facility  and  the  March 2001 placement of additional
Series  A  Preferred  Stock and warrants that generated proceeds of $9.8 million
after  transaction  expenses.  The  cash  flows provided by financing activities
during  the  first  three  months of 2000 resulted primarily from a $2.0 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.


                                        13
<PAGE>
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 planned 2001 capital expenditure budget is estimated to
be  $32 million, which includes approximately $22 million for drilling projects,
$4  million  for  acreage  leasing  and  G&G  activities,  and  $6  million  for
capitalized overhead and interest costs. Brigham's planned 2001 drilling program
consists  of  a  balanced  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.
Approximately  34%  of  budgeted  2001  drilling  expenditures  are targeted for
exploratory  prospects,  52% for development locations and the remaining 14% for
development locations that are contingent upon drilling success during the year.
In addition, over 80% of Brigham's budgeted drilling expenditures are focused in
five  project  areas in the Springer and Hunton trends of the Anadarko Basin and
the  Vicksburg  and Frio trends of the Texas Gulf Coast. 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  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  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.


                                        14
<PAGE>
     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  March  31,  2001:

<TABLE>
<CAPTION>
NATURAL GAS DERIVATIVE CONTRACTS                          2001                    2002
                                                  ----------------------  ----------------------
                                                               AVERAGE                 AVERAGE
                                                   VOLUMES     CONTRACT    VOLUMES     CONTRACT
                                      MONTHLY       HEDGED      PRICE       HEDGED      PRICE
                    PRICING BASIS  CONTRACT TERM   (MMBTU)    ($/MMBTU)    (MMBTU)    ($/MMBTU)
                    -------------  -------------  ----------  ----------  ----------  ----------
<S>                 <C>            <C>            <C>         <C>         <C>         <C>
Fixed Price Swaps:
Contract #1         ANR            April 2001        150,000  $   2.0650          --          --
                    Oklahoma
Contract #2         Houston        April 2001        150,000  $   2.1500          --          --
                    Ship Channel
Contract #3         TETCO          April 2001        150,000  $   2.0575          --          --
                    South Texas
Fixed Price Cap     ANR            May 2001 -      2,450,000  $   2.5498   1,810,000  $   2.6326
                    Oklahoma       June 2002
Fixed Price Floor   ANR            May 2001 -        765,000  $   1.8000          --          --
                    Oklahoma       December 2001
</TABLE>


<TABLE>
<CAPTION>
CRUDE OIL DERIVATIVE CONTRACTS                          2001                 2002
                                                 --------------------  -------------------
                                                            AVERAGE               AVERAGE
                                                 VOLUMES    CONTRACT   VOLUMES   CONTRACT
                                     MONTHLY      HEDGED     PRICE      HEDGED     PRICE
                   PRICING BASIS  CONTRACT TERM   (BBLS)    ($/BBL)     (BBLS)    ($/BBL)
                   -------------  -------------  --------  ----------  --------  ---------
<S>                <C>            <C>            <C>       <C>         <C>       <C>
Fixed Price Cap    NYMEX          April 2001 -     73,600  $    25.93        --         --
                                  December 2001
Fixed Price Floor  NYMEX          April 2001 -     73,600  $    17.05        --         --
                                  December 2001
</TABLE>


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


                                        15
<PAGE>
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 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 gas prices, availability of sufficient capital resources
to  Brigham  and  its  project  participants,  government  regulations and other
factors  set  forth  among the risk factors noted below or in the description of
Brigham's  business  in  Item  1 of this report. All subsequent oral and written
forward  looking  statements  attributable  to  Brigham or persons acting on its
behalf  are  expressly  qualified  in  their  entirety by these factors. Brigham
assumes  no  obligation  to  update  any  of  these  statements.


ITEM  3.     QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

     In  Part  II,  Item  7A  of  Brigham's  Form 10-K report for the year ended
December  31, 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  March 31, 2001. There were no material changes during the first
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's  2000  Form  10-K  report.


                                        16
<PAGE>
                           PART II - OTHER INFORMATION


ITEM  2.     CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS

     On  March 5, 2001, Brigham sold to affiliates of Credit Suisse First Boston
(USA),  Inc.  an aggregate of 500,000 shares of its Series A Preferred Stock and
warrants to purchase an aggregate of 2,105,263 shares of Brigham common stock at
an  exercise price of $4.75 per share, for a cash purchase price of $10 million.
Terms of the warrants are described below under "Item 2. Management's Discussion
and  Analysis  of Financial Condition and Results of Operations -- Liquidity and
Capital  Resources  --  Equity  Placements."  The sales of these securities were
made  in  reliance  upon  the  exemption from the registration provisions of the
Securities  Act  of  1933,  as  amended,  provided  by  Section 4(2) thereof for
transactions  not  involving  a  public  offering.

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

     A  special  meeting  of  stockholders  of  Brigham  was held at on Tuesday,
January  9,  2001,  at  Brigham's offices at 6300 Bridge Point Parkway, Building
Two,  Suite  500,  Austin, Texas.  Out of a total of 15,977,544 shares of common
stock  of  Brigham  outstanding  and  entitled  to  vote, 11,772,482 shares were
present  in  person  or by proxy.  The matters voted upon and the voting results
were  as  follows:

     1.  Proposal  to  approve  and ratify the warrants issued by the Company in
     November  2000  to  affiliates  of  Credit  Suisse First Boston (USA), Inc.
     (formerly  named  Donaldson,  Lufkin  & Jenrette, Inc.), and to approve any
     future  adjustments  to the exercise price of such warrants pursuant to the
     terms  of  such warrants. 9,502,321 shares were voted for the proposal, and
     5,400  shares  were  voted  against  or  withheld.  There  were  2,264,761
     abstentions  or  "broker non-votes," which had no effect on the vote on the
     proposal.

     2.  Amendment  to  Brigham's  Certificate  of  Incorporation  to  effect  a
     one-for-three  reverse  stock  split of all issued shares of Brigham common
     stock,  subject to the discretion of the Board of Directors to delay filing
     the  amendment  or  not to file the amendment. 11,659,040 shares were voted
     for  the  proposal, and 80,600 shares were voted against or withheld. There
     were  32,842  abstentions  or  "broker  non-votes," which had the effect of
     votes  against  the  proposal.


                                        17
<PAGE>
ITEM 6.    EXHIBITS  AND  REPORTS  ON  FORM  8-K

     (a)  Exhibits:

          4.2     --     Certificate of Amendment of Certificate of Designations
                         of  Series A Preferred Stock (Par Value $.01 Per Share)
                         of  Brigham  Exploration  Company,  filed March 2, 2001
                         (filed  as  Exhibit 4.2.1 to Brigham's Annual Report on
                         Form  10-K  for the year ended December 31, 2000 (filed
                         March 23, 2001), and incorporated herein by reference).
          10.1    --     Securities Purchase Agreement dated as of March 5, 2001
                         among  Brigham Exploration Company, DLJ MB Funding III,
                         Inc.,  DLJ  Merchant  Banking Partners III, LP, DLJ ESC
                         II,  LP  and  DLJ  Offshore  Partners III, CV (filed as
                         Exhibit  10.70  to Brigham's Annual Report on Form 10-K
                         for  the  year ended December 31, 2000 (filed March 23,
                         2001),  and  incorporated  herein  by  reference).
          10.2    --     First Amendment to Registration Rights Agreement, dated
                         March  5,  2001,  by  and  among  Brigham  Exploration
                         Company,  DLJMB Funding III, Inc., DLJ Merchant Banking
                         Partners  III,  LP,  DLJ  ESC  II,  LP and DLJ Offshore
                         Partners  III,  CV (filed as Exhibit 10.71 to Brigham's
                         Annual  Report on Form 10-K for the year ended December
                         31,  2000  (filed  March  23,  2001),  and incorporated
                         herein  by  reference).
          10.3    --     Warrant  Certificate  dated  as of March 5, 2001 by and
                         between  Brigham  Exploration Company and DLJMB Funding
                         III,  Inc.  (filed as Exhibit 10.72 to Brigham's Annual
                         Report  on  Form  10-K  for the year ended December 31,
                         2000 (filed March 23, 2001), and incorporated herein by
                         reference).
          10.4    --     Warrant  Certificate  dated  as of March 5, 2001 by and
                         between  Brigham Exploration Company and DLJ ESC II, LP
                         (filed  as  Exhibit 10.73 to Brigham's Annual Report on
                         Form  10-K  for the year ended December 31, 2000 (filed
                         March 23, 2001), and incorporated herein by reference).
          10.5    --     Warrant  Certificate dated  as  of March 5, 2001 by and
                         between  Brigham  Exploration  Company and DLJ Merchant
                         Banking  Partners  III,  LP  (filed as Exhibit 10.74 to
                         Brigham's Annual Report on Form 10-K for the year ended
                         December  31,  2000  (filed  March  23,  2001),  and
                         incorporated  herein  by  reference).
          10.6    --     Warrant  Certificate  dated  as of March 5, 2001 by and
                         between  Brigham  Exploration  Company and DLJ Offshore
                         Partners  III,  CV (filed as Exhibit 10.75 to Brigham's
                         Annual  Report on Form 10-K for the year ended December
                         31,  2000  (filed  March  23,  2001),  and incorporated
                         herein  by  reference).
          10.7    --     Stockholders Voting Agreement dated as of March 5, 2001
                         by and among Brigham Exploration Company, DLJMB Funding
                         III,  Inc.,  DLJ Merchant Banking Partners III, LP, DLJ
                         ESC  II,  LP, DLJ Offshore Partners III, CV and certain
                         shareholders  of  Brigham Exploration Company (filed as
                         Exhibit  10.76  to Brigham's Annual Report on Form 10-K
                         for  the  year ended December 31, 2000 (filed March 23,
                         2001),  and  incorporated  herein  by  reference).

     (b)  Reports  on  Form  8-K:

     Brigham  filed  a  report  on  Form  8-K on February 2, 2001, to report the
announcements  on  February  1,  2001,  of its quarterly overview of operational
activity  for  the  three  month  period  ending  December  31,  2000, estimated
production  and  cash  flow results for the fourth quarter 2000, and its planned
2001 capital expenditure budget. The Form 8-K included a copy of Brigham's press
release  that  provided  these  announcements.

Brigham filed a report on Form 8-K on March 7, 2001, to report the announcements
on  March  6,  2001, of the sale of $10 million in preferred equity in a private
placement  transaction,  the completion of a high-rate Frio well and development
activities  at  the  Home  Run  Field. 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  May  10,  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
           ---                               -----------

          4.2     --     Certificate of Amendment of Certificate of Designations
                         of  Series A Preferred Stock (Par Value $.01 Per Share)
                         of  Brigham  Exploration  Company,  filed March 2, 2001
                         (filed  as  Exhibit 4.2.1 to Brigham's Annual Report on
                         Form  10-K  for the year ended December 31, 2000 (filed
                         March 23, 2001), and incorporated herein by reference).
          10.1    --     Securities Purchase Agreement dated as of March 5, 2001
                         among  Brigham Exploration Company, DLJ MB Funding III,
                         Inc.,  DLJ  Merchant  Banking Partners III, LP, DLJ ESC
                         II,  LP  and  DLJ  Offshore  Partners III, CV (filed as
                         Exhibit  10.70  to Brigham's Annual Report on Form 10-K
                         for  the  year ended December 31, 2000 (filed March 23,
                         2001),  and  incorporated  herein  by  reference).
          10.2    --     First Amendment to Registration Rights Agreement, dated
                         March  5,  2001,  by  and  among  Brigham  Exploration
                         Company,  DLJMB Funding III, Inc., DLJ Merchant Banking
                         Partners  III,  LP,  DLJ  ESC  II,  LP and DLJ Offshore
                         Partners  III,  CV (filed as Exhibit 10.71 to Brigham's
                         Annual  Report on Form 10-K for the year ended December
                         31,  2000  (filed  March  23,  2001),  and incorporated
                         herein  by  reference).
          10.3    --     Warrant  Certificate  dated  as of March 5, 2001 by and
                         between  Brigham  Exploration Company and DLJMB Funding
                         III,  Inc.  (filed as Exhibit 10.72 to Brigham's Annual
                         Report  on  Form  10-K  for the year ended December 31,
                         2000 (filed March 23, 2001), and incorporated herein by
                         reference).
          10.4    --     Warrant  Certificate  dated  as of March 5, 2001 by and
                         between  Brigham Exploration Company and DLJ ESC II, LP
                         (filed  as  Exhibit 10.73 to Brigham's Annual Report on
                         Form  10-K  for the year ended December 31, 2000 (filed
                         March 23, 2001), and incorporated herein by reference).
          10.5    --     Warrant  Certificate dated  as  of March 5, 2001 by and
                         between  Brigham  Exploration  Company and DLJ Merchant
                         Banking  Partners  III,  LP  (filed as Exhibit 10.74 to
                         Brigham's Annual Report on Form 10-K for the year ended
                         December  31,  2000  (filed  March  23,  2001),  and
                         incorporated  herein  by  reference).
          10.6    --     Warrant  Certificate  dated  as of March 5, 2001 by and
                         between  Brigham  Exploration  Company and DLJ Offshore
                         Partners  III,  CV (filed as Exhibit 10.75 to Brigham's
                         Annual  Report on Form 10-K for the year ended December
                         31,  2000  (filed  March  23,  2001),  and incorporated
                         herein  by  reference).
          10.7    --     Stockholders Voting Agreement dated as of March 5, 2001
                         by and among Brigham Exploration Company, DLJMB Funding
                         III,  Inc.,  DLJ Merchant Banking Partners III, LP, DLJ
                         ESC  II,  LP, DLJ Offshore Partners III, CV and certain
                         shareholders  of  Brigham Exploration Company (filed as
                         Exhibit  10.76  to Brigham's Annual Report on Form 10-K
                         for  the  year ended December 31, 2000 (filed March 23,
                         2001),  and  incorporated  herein  by  reference).


<PAGE>