Exhibit
10.1

1997 INCENTIVE PLAN    of    BRIGHAM EXPLORATION COMPANY  (As Amended through March 6, 2001)

1.Plan.This 1997 Incentive Plan of Brigham Exploration Company (the "Plan") was adopted by the Board
of Directors of Brigham Exploration Company (the "Company") to reward certain key employees of the Company and its consolidated subsidiaries by enabling them to acquire shares of Common Stock, par
value $.01 per share, of the Company and/or to be compensated for individual performances.

2.Objectives.The Plan is designed to attract and retain key employees of the Company and its
Subsidiaries (as hereinafter defined), to encourage the sense of proprietorship of such employees and to stimulate the active interest of such persons in the development and financial success of the
Company and its Subsidiaries. These objectives are to be accomplished by making Awards (as hereinafter defined) under this Plan and thereby providing Participants (as hereinafter defined) with a
proprietary interest in the growth and performance of the Company and its Subsidiaries.

3.Definitions.As used herein, the terms set forth below shall have the following respective meanings:

"Authorized
Officer" means the Chairman of the Board or the Chief Executive Officer of the Company (or any other senior officer of the Company to whom either of them shall delegate
the authority to execute any Award Agreement).

"Award"
means the grant of any Option, SAR, Stock Award, Cash Award or Performance Award, whether granted singly, in combination or in tandem, to a Participant pursuant to such
applicable terms, conditions and limitations as the Committee may establish in order to fulfill the objectives of the Plan.

"Award
Agreement" means a written agreement between the Company and a Participant setting forth the terms, conditions and limitations applicable to an Award.

"Board"
means the Board of Directors of the Company.

"Cash
Award" means an award denominated in cash.

"Code"
means the Internal Revenue Code of 1986, as amended from time to time.

"Committee"
means such committee of the Board as is designated by the Board to administer the Plan.

"Common
Stock" means the Common Stock, par value $.01 per share, of the Company.

"Company"
means Brigham Exploration Company, a Delaware corporation.

"Dividend
Equivalents" means, with respect to shares of Restricted Stock that are to be issued at the end of the Restriction Period, an amount equal to all dividends and other
distributions (or the economic equivalent thereof) that are payable to stockholders of record during the Restriction Period on a like number of shares of Common Stock.

"Effective
Date" has the meaning set forth in paragraph 18 hereof.

"Employee"
means an employee of the Company or any of its Subsidiaries.

"Fair
Market Value" of a share of Common Stock means, as of a particular date, (i) if shares of Common Stock are listed on a national securities exchange, the mean between the
highest and lowest sales price per share of Common Stock on the consolidated transaction reporting system for the

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principal national securities exchange on which shares of Common Stock are listed on that date, or, if there shall have been no such sale so reported on that date, on the last preceding date on which
such a sale was so reported, (ii) if shares of Common Stock are not so listed but are quoted on the Nasdaq National Market, the mean between the highest and lowest sales price per share of
Common Stock reported by the Nasdaq National Market on that date, or, if there shall have been no such sale so reported on that date, on the last preceding date on which such a sale was so reported,
(iii) if the Common Stock is not so listed or quoted, the mean between the closing bid and asked price on that date, or, if there are no quotations available for such date, on the last
preceding date on which such quotations shall be available, as reported by the Nasdaq National Market, or, if not reported by the Nasdaq National Market, by the National Quotation Bureau Incorporated
or (iv) if shares of Common Stock are not publicly traded, the most recent value determined in good faith by the Committee for such purpose.

"Incentive
Option" means an Option that is intended to comply with the requirements set forth in Section 422 of the Code.

"Nonqualified
Stock Option" means an Option that is not an Incentive Option.

"Option"
means a right to purchase a specified number of shares of Common Stock at a specified price.

"Participant"
means an Employee to whom an Award has been made under this Plan.

"Performance
Award" means an award made pursuant to this Plan to a Participant that is subject to the attainment of one or more Performance Goals.

"Performance
Goal" means a standard established by the Committee to determine in whole or in part whether a Performance Award shall be earned.

"Restricted
Stock" means any Common Stock that is restricted or subject to forfeiture provisions.

"Restriction
Period" means a period of time beginning as of the date upon which an Award of Restricted Stock is made pursuant to this Plan and ending as of the date upon which the
Common Stock subject to such Award is no longer restricted or subject to forfeiture provisions.

"SAR"
means a right to receive a payment, in cash or Common Stock, equal to the excess of the Fair Market Value or other specified valuation of a specified number of shares of Common
Stock on the date the right is exercised over a specified strike price, in each case, as determined by the Committee.

"Stock
Award" means an award in the form of shares of Common Stock or units denominated in shares of Common Stock.

"Subsidiary"
means (i) in the case of a corporation, any corporation in which the Company directly or indirectly owns shares representing more than 50% of the combined voting
power of the shares of all classes or series of capital stock of such corporation which have the right to vote generally on matters submitted to a vote of the stockholders of such corporation and
(ii) in the case of a partnership or other business entity not organized as a corporation, any such business entity of which the Company directly or indirectly owns more than 50% of the voting,
capital or profits interests (whether in the form of partnership interests, membership interests or otherwise).

4.Eligibility.Key Employees eligible for Awards under this Plan are those who hold positions of
responsibility and whose performance, in the judgment of the Committee, can have a significant effect on the success of the Company and its Subsidiaries.

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5.Common Stock Available for Awards.Subject to the provisions of paragraph 14 hereof, there shall be
available for Awards under this Plan granted wholly or partly in Common Stock (including rights or options that may be exercised for or settled in Common Stock) an aggregate number of shares of Common
Stock equal to (a) thirteen percent of the total number of shares of Common Stock outstanding from time to time, minus (b) the total number of shares of Common Stock subject to
outstanding Awards previously granted to employees of the Company under the Plan. The preceding sentence to the contrary notwithstanding, subject to the provisions of paragraph 14 hereof, the maximum
number of shares of Common Stock available for grant pursuant to Incentive Options under this Plan shall not exceed the lesser of the amount determined in accordance with the preceding sentence or
2,077,335. The number of shares of Common Stock that are the subject of Awards under this Plan, that are forfeited or terminated, expire unexercised, are settled in cash in lieu of Common Stock or in
a manner such that all or some of the shares covered by an Award are not issued to a Participant or are exchanged for Awards that do not involve Common Stock, shall again immediately become available
for Awards hereunder. The Committee may from time to time adopt and observe such procedures concerning the counting of shares against the Plan maximum as it may deem appropriate. The Board and the
appropriate officers of the Company shall from time to time take whatever actions are necessary to file any required documents with governmental authorities, stock
exchanges and transaction reporting systems to ensure that shares of Common Stock are available for issuance pursuant to Awards.

6.Administration.



7.Delegation of Authority.The Committee may delegate to the Chief Executive Officer and to other
senior officers of the Company its duties under this Plan pursuant to such conditions or limitations as the Committee may establish.

8.Awards.The Committee shall determine the type or types of Awards to be made under this Plan and
shall designate from time to time the Employees who are to be the recipients of such Awards. The Committee shall review and consider the recommendations of the President of the Company as to such
Awards. Awards shall become effective only upon and after approval by the Committee. Each

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Award may be embodied in an Award Agreement, which shall contain such terms, conditions and limitations as shall be determined by the Committee in its sole discretion and shall be signed by the
Participant to whom the Award is made and by an Authorized Officer for and on behalf of the Company. Awards may consist of those listed in this paragraph 8 hereof and may be granted singly, in
combination or in tandem. Awards may also be made in combination or in tandem with, in replacement of, or as alternatives to, grants or rights under this Plan or any other employee plan of the Company
or any of its Subsidiaries, including the plan of any acquired entity. Any provision of this Plan to the contrary notwithstanding, the maximum number of shares of Common Stock for which Options and
SARs may be granted under the Plan to any one Employee during a calendar year is 500,000. An Award may provide for the grant or issuance of additional, replacement or alternative Awards upon the
occurrence of specified events, including the exercise of the original Award granted to a Participant. All or part of an Award may be subject to conditions established by the Committee, which may
include, but are not limited to, continuous service with the Company and its Subsidiaries, achievement of specific business objectives, increases in specified indices, attainment of specified growth
rates and other comparable measurements of performance. Upon the termination of employment by a Participant, any unexercised, deferred, unvested or unpaid Awards shall be treated as set forth in the
applicable Award Agreement.



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9.Payment of Awards.



10.Stock Option Exercise.The price at which shares of Common Stock may be purchased under an Option
shall be paid in full at the time of exercise in cash or, if elected by the optionee and to the extent permitted by the optionee's Award Agreement, the optionee may purchase such shares by means of
tendering Common Stock or surrendering another Award, including Restricted Stock, valued at Fair Market Value on the date of exercise, or any combination thereof. The Committee shall determine
acceptable methods for Participants to tender Common Stock or other Awards. The Committee may provide for procedures to permit the exercise or purchase of such Awards by use of the proceeds to be
received from the sale of Common Stock issuable pursuant to an Award. Unless otherwise provided in
the applicable Award Agreement, in the event shares of Restricted Stock are tendered as consideration for the exercise of an Option, a number of the shares issued upon the exercise of the Option,
equal to the number of shares of Restricted Stock used as consideration therefor, shall be subject to the same restrictions as the Restricted Stock so submitted as well as any additional restrictions
that may be imposed by the Committee. In addition, the Committee, at its sole discretion, may provide for loans, on either a short-term or demand basis, from the Company to a Participant to permit the
payment of the exercise price of an Option.

11.Tax Withholding.The Company shall have the right to deduct applicable taxes from any Award payment
and withhold, at the time of delivery or vesting of cash or shares of Common Stock under this Plan, an appropriate amount of cash or number of shares of Common Stock or a combination thereof for
payment of taxes required by law or to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for withholding of such taxes, including, withholding from
other amounts payable to or with respect to the Participant by the Company. The Committee may also permit withholding to be satisfied by the transfer to the Company of shares of Common Stock
theretofore owned by the holder of the Award with respect to which withholding is required. If shares of Common Stock are used to satisfy tax withholding, such shares shall be valued based on the Fair
Market Value when the tax withholding is required to be made. The

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Committee may provide for loans, on either a short-term or demand basis, from the Company to a Participant to permit the payment of taxes required by law.

12.Amendment, Modification, Suspension or Termination.The Board may amend, modify, suspend or
terminate this Plan for the purpose of meeting or addressing any changes in legal requirements or for any other purpose permitted by law, except that no amendment or alteration that would adversely
affect the rights of any Participant under any Award previously granted to such Participant shall be made without the consent of such Participant.

13.Assignability.The Committee may prescribe and include in applicable Award Agreements restrictions
on transfer. Any attempted assignment of an Award or any other benefit under this Plan in violation of the terms in an Award Agreement pursuant to this paragraph 13 shall be null and void.

14.Adjustments.



15.Restrictions.No Common Stock or other form of payment shall be issued with respect to any Award
unless the Company shall be satisfied based on the advice of its counsel that such issuance will be in compliance with applicable federal and state securities laws. Certificates evidencing shares of
Common Stock delivered under this Plan (to the extent that such shares are so evidenced) may be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under
the rules, regulations and other requirements of the Securities and Exchange Commission, any securities exchange or transaction reporting system upon which the Common Stock is then listed or to which
it is admitted for quotation and any applicable federal or state securities law. The Committee

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may cause a legend or legends to be placed upon such certificates (if any) to make appropriate reference to such restrictions.

16.Unfunded Plan.Insofar as it provides for Awards of cash, Common Stock or rights thereto, this Plan
shall be unfunded. Although bookkeeping accounts may be established with respect to Participants who are entitled to cash, Common Stock or rights thereto under this Plan, any such accounts shall be
used merely as a bookkeeping convenience. The Company shall not be required to segregate any assets that may at any time be represented by cash, Common Stock or rights thereto, nor shall this Plan be
construed as providing for such segregation, nor shall the Company, the Board, the Committee or any
officer or other employee of the Company be deemed to be a trustee of any cash, Common Stock or rights thereto to be granted under this Plan. Any liability or obligation of the Company to any
Participant with respect to an Award of cash, Common Stock or rights thereto under this Plan shall be based solely upon any contractual obligations that may be created by this Plan and any Award
Agreement, and no such liability or obligation of the Company shall be deemed to be secured by any pledge or other encumbrance on any property of the Company. None of the Company, the Board, the
Committee or any other officer or other employee of the Company shall be required to give any security or bond for the performance of any obligation that may be created by this Plan.

17.Governing Law.This Plan and all determinations made and actions taken pursuant hereto, to the
extent not otherwise governed by mandatory provisions of the Code or the securities laws of the United States, shall be governed by and construed in accordance with the laws of the State of Delaware.

18.Effectiveness.This Plan shall be effective as of February 26, 1997, (the "Effective Date"),
the date on which it was approved by the Board of Directors of the Company. Notwithstanding the foregoing, the ability of the Company to issue any Incentive Options under this Plan is expressly
conditioned upon the approval of the Plan by the holders of a majority of shares of Common Stock before the first anniversary of the Effective Date. If the Stockholders of the Company should fail to
so approve this Plan prior to such date, the Company's ability to issue Incentive Options under this Plan shall terminate and cease to be of any further force or effect and any and all grants of
Incentive Options hereunder shall be null and void.

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