================================================================================
                                  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, 2000

                                       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)

<TABLE>
<S>                                      <C>                                   <C>
            Delaware                                 1311                            75-2692967
  (State of other jurisdiction           (Primary Standard Industrial             (I.R.S. Employer
of incorporation or organization)         Classification Code Number)          Identification Number)
</TABLE>

                            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 15, 2000, 16,712,908 shares of Common Stock, $.01 per share, were
  outstanding.


================================================================================
<PAGE>



                           Brigham Exploration Company

                       First Quarter 2000 Form 10-Q Report

                                TABLE OF CONTENTS

                                                                            Page
                         PART I - FINANCIAL INFORMATION

ITEM 1.  UNAUDITED FINANCIAL STATEMENTS

         Condensed Consolidated Financial Statements of Brigham Exploration
           Company
             Balance Sheets - December 31, 1999 and March 31, 2000........... 1
             Statements of Operations - Three months ended
               March 31, 1999 and 2000........................................2
             Statements of Cash Flows - Three months ended
               March 31, 1999 and 2000........................................3
             Statement of Changes in Stockholders' Equity -
               Three months ended March 31, 2000..............................4
             Notes to Condensed Consolidated Financial Statements.............5

         Condensed Financial Statements of Certain Brigham Exploration
           Company Subsidiaries
             Balance Sheets - March 31, 2000..................................8
             Balance Sheets - December 31, 1999...............................9
             Statements of Operations - Three months ended March 31, 2000....10
             Statements of Operations - Three months ended March 31, 1999....11
             Statements of Cash Flows - Three months ended March 31, 2000....12
             Statements of Cash Flows - Three months ended March 31, 1999....13
             Statements of Changes in Equity - Three months ended
             March 31, 2000..................................................14
             Notes to Condensed Financial Statements.........................15

         As all significant Brigham Exploration Company subsidiaries fully
         and unconditionally guarantee the Senior Subordinated Secured
         Notes and the Company has no significant assets other than its
         investments in its subsidiaries, the consolidated financial
         statements are substantially the same as the financial statements
         of the subsidiary guarantors and separate financial statements
         have been omitted as they would not be meaningful to investors.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
         OPERATIONS AND FINANCIAL CONDITION..................................18

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES
         ABOUT MARKET RISK...................................................26

                      PART II - OTHER INFORMATION

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS...........................27

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K....................................28

SIGNATURES...................................................................29


<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEM 1.      UNAUDITED FINANCIAL STATEMENTS

                           BRIGHAM EXPLORATION COMPANY
                             CONDENSED CONSOLIDATED
                                 BALANCE SHEETS
                                 (in thousands)

<TABLE>
<CAPTION>
                                                             December 31,             March 31,
                                                                1999                   2000
                                                           ---------------      ----------------
                                                                                      (unaudited)
                                     ASSETS
<S>                                                        <C>                   <C>
Current assets:
     Cash and cash equivalents                             $         2,742       $         1,659
     Accounts receivable                                             4,945                 5,166
     Other current assets                                              577                   387
                                                           ---------------      ----------------
        Total current assets                                         8,264                 7,212
                                                           ---------------      ----------------

Natural gas and oil properties, at cost, net                       112,066               114,675
Other property and equipment, at cost, net                           1,686                 1,572
Drilling advances paid                                                  23                   433
Deferred loan fees                                                   3,481                 3,449
Other noncurrent assets                                                163                   120
                                                           ---------------      ----------------
                                                           $       125,683       $       127,461
                                                          ================      ================

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Accounts payable                                      $        14,851       $         8,418
     Accrued drilling costs                                            541                 1,161
     Participant advances received                                     850                 1,977
     Other current liabilities                                       1,502                 1,976
                                                           ---------------      ----------------
        Total current liabilities                                   17,744                13,532
                                                           ---------------      ----------------

Notes payable                                                       56,000                58,000
Senior subordinated notes, net                                      41,341                42,898
Other noncurrent liabilities                                         1,600                 1,741

Commitments and contingencies

Stockholders' equity:
     Preferred stock, $.01 par value, 10 million shares
        authorized, none issued and outstanding                          -                     -
     Common stock, $.01 par value, 30 million shares
        authorized, 14,517,786 and 16,712,908 issued and
        outstanding at December 31, 1999 and March 31, 2000,
        respective1y                                                   145                   167
     Additional paid-in capital                                     64,171                68,591
     Unearned stock compensation                                      (290)                 (242)
     Accumulated deficit                                           (55,028)              (57,226)
                                                           ----------------      ----------------
        Total stockholders' equity                                   8,998                11,290
                                                           ----------------      ----------------
                                                           $       125,683       $       127,461
                                                           ================      ================
</TABLE>


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

        See accompanying notes to the consolidated financial statements.

                                        1
<PAGE>


                           BRIGHAM EXPLORATION COMPANY

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

<TABLE>
<CAPTION>
                                                                        Three Months
                                                                      Ended March 31,
                                                           -------------------------------------
                                                               1999                  2000
                                                           ---------------      ----------------
<S>                                                        <C>                  <C>
Revenues:
     Natural gas and oil sales                             $        3,191       $         4,505
     Workstation revenue                                               90                    33
                                                           ---------------      ----------------
                                                                    3,281                 4,538
                                                           ---------------      ----------------
Costs and expenses:
     Lease operating                                                  535                   459
     Production taxes                                                 169                   304
     General and administrative                                       918                   740
     Depletion of natural gas and oil properties                    1,361                 1,764
     Depreciation and amortization                                    127                   123
     Amortization of stock compensation                                58                    12
                                                           ---------------      ----------------
                                                                    3,168                 3,402
                                                           ---------------      ----------------
        Operating income                                              113                 1,136
                                                           ---------------      ----------------

Other income (expense):
     Interest income                                                   24                    37
     Interest expense, net                                         (2,081)               (2,775)
     Other expense                                                      -                  (596)
                                                           ---------------      ----------------
                                                                   (2,057)               (3,334)
                                                           ---------------      ----------------

Net loss before income taxes                                       (1,944)               (2,198)

Income tax expense                                                      -                     -
                                                           ---------------      ----------------
     Net loss                                              $       (1,944)      $        (2,198)
                                                           ===============      ================

Net loss per share:
     Basic/Diluted                                         $        (0.15)      $         (0.14)

Weighted average common shares outstanding:

     Basic/Diluted                                                 13,317                15,279
</TABLE>

        See accompanying notes to the consolidated financial statements.


                                       2
<PAGE>


                           BRIGHAM EXPLORATION COMPANY

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

<TABLE>
<CAPTION>
                                                                                              Three Months
                                                                                            Ended March 31,
                                                                                     ---------------------------
                                                                                        1999           2000
                                                                                     ------------   ------------
<S>                                                                                  <C>            <C>
Cash flows from operating activities:
     Net loss                                                                        $    (1,944)   $    (2,198)
     Adjustments to reconcile net loss to cash provided by operating activities:
        Depletion of natural gas and oil properties                                        1,361          1,764
        Depreciation and amortization                                                        127            123
        Amortization of stock compensation                                                    58             12
        Interest paid through issuance of additional senior subordinated notes             1,300          1,477
        Amortization of deferred loan fees and debt issuance costs                           262            391
        Amortization of discount on senior subordinated notes                                 92            180
        Amortization of deferred loss on derivatives instruments                               -            280
        Market value adjustment for derivatives instruments                                    -            443
        Changes in working capital and other items:
            (Increase) decrease in accounts receivable                                     3,339           (221)
            (Increase) decrease in other current assets                                       33            (90)
            Increase (decrease) in accounts payable                                        2,543         (6,433)
            Increase (decrease) in participant advances received                            (103)         1,127
            Increase (decrease) in other current liabilities                                (150)           138
            Other noncurrent assets                                                         (169)            43
            Other noncurrent liabilities                                                  (1,649)            (8)
                                                                                     ------------   ------------
            Net cash provided (used) by operating activities                               5,100         (2,972)
                                                                                     ------------   ------------

Cash flows from investing activities:
     Additions to natural gas and oil properties                                         (10,195)        (3,738)
     Proceeds from sale of natural gas and oil properties                                 10,000              -
     Additions to other property and equipment                                               (15)            (9)
     Increase in drilling advances paid                                                      (80)          (410)
                                                                                     ------------   ------------
            Net cash used by investing activities                                           (290)        (4,157)
                                                                                     ------------   ------------

Cash flows from financing activities:
     Proceeds from issuance of common stock                                                    -          4,205
     Proceeds from issuance of warrants                                                        -            260
     Increase in notes payable                                                                 -          2,000
     Principal payments on capital lease obligations                                         (63)           (58)
     Deferred loan fees paid                                                                (298)          (361)
                                                                                     ------------   ------------
            Net cash provided (used) by financing activities                                (361)         6,046
                                                                                     ------------   ------------

Net increase (decrease) in cash and cash equivalents                                       4,449         (1,083)
Cash and cash equivalents, beginning of period                                             2,569          2,742
                                                                                     ------------   ------------
Cash and cash equivalents, end of period                                             $     7,018    $     1,659
                                                                                     ============   ============

Supplemental disclosure of cash flow information:

     Cash paid during the period for interest                                        $     1,174    $       762
                                                                                     ============   ============
Supplemental disclosure of noncash investing and financing activities:

     Capital lease asset additions                                                   $        51    $         -
                                                                                     ============   ============
     Decrease in accounts payable and other noncurrent liabilities in
        exchange for issuance of common stock                                        $     3,510    $         -
                                                                                     ============   ============
     Increase in accounts payable for deferred loan fees to be paid
        in future periods                                                            $       450    $         -
                                                                                     ============   ============
</TABLE>


        See accompanying notes to the consolidated financial statements.

                                       3
<PAGE>


                           BRIGHAM EXPLORATION COMPANY

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

<TABLE>
<CAPTION>
                                                             Additional        Unearned
                                     Common Stock              Paid-in           Stock      Accumulated
                           ---------------------------
                                 Shares       Amounts        Capital        Compensation      Deficit        Total
                           ----------------  ---------   --------------  ------------  -----------------  -----------------

<S>                             <C>          <C>         <C>             <C>           <C>            <C>
Balance, December 31, 1999      14,517,786   $    145    $      64,171   $      (290)  $    (55,028)  $        8,998

Net loss                                 -          -                -             -         (2,198)          (2,198)
Issuance of  common stock        2,195,122         22            4,183             -              -            4,205
Forfeiture of stock options              -          -              (23)            -              -              (23)
Issuance of warrants                     -          -              260             -              -              260
Amortization of unearned
    stock compensation                   -          -                -            48              -               48
                           ----------------  ---------   --------------  ------------  -------------    -------------
Balance,
    March 31, 2000              16,712,908   $    167    $      68,591   $      (242)  $    (57,226)    $     11,290
                           ================  =========   ==============  ============  =============    =============
</TABLE>


        See accompanying notes to the 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 (the "Company") is a Delaware corporation
       formed on February 25, 1997 for the purpose of exchanging its common
       stock for the common stock of Brigham, Inc. and the partnership interests
       of Brigham Oil & Gas, L.P. The Company explores and develops onshore
       domestic natural gas and oil properties using 3-D seismic imaging and
       other advanced technologies. The Company focuses its exploration and
       development of natural gas and oil properties primarily in West Texas,
       the Anadarko Basin and the onshore Gulf Coast.

2.     BASIS OF PRESENTATION

       The accompanying financial statements include the accounts of the Company
       and its wholly-owned subsidiaries, and its proportionate share of assets,
       liabilities and income and expenses of the limited partnerships in which
       the Company, 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 the Company's
       1999 Annual Report on Form 10-K pursuant to Section 13 or 15(d) of the
       Securities Exchange Act of 1934.

3.     AMENDMENT TO REVOLVING CREDIT FACILITY AND SENIOR SUBORDINATED NOTES

       In February 2000, the Company entered into an amended and restated Credit
       Facility with its existing lenders and a new lender. This amended and
       restated Credit Facility provides the Company with $70 million in
       borrowing availability for a three-year term. If the Company exceeds
       certain asset value and interest coverage tests in the second or third
       quarters of 2000, the total borrowing availability under the Credit
       Facility will increase to $75 million. The Credit Facility includes a
       provision whereby certain amounts, not to exceed $30 million of the
       outstanding borrowings, are convertible into shares of the Company's
       common stock (the "Convertible Notes") to the extent total borrowings
       under the Credit Facility exceed $45 million. As of March 31, 2000, the
       Company had $58 million in borrowings outstanding under the Credit
       Facility, of which the Convertible Notes approximate $15 million (the
       minimum under the Credit Facility). The Credit Facility provides that the
       Convertible Notes will be convertible as follows: (i) the first $10
       million of borrowings is convertible at $3.90 per share, (ii) the second
       $10 million is convertible at $6.00 per share, and (iii) the final $10
       million is convertible at $8.00 per share. The Convertible Notes could
       result in a beneficial conversion feature based on the relationship
       between the Company's stock price at the time of a borrowing and the
       strike price of the relative portion of the convertible debt. The value
       assigned to the beneficial conversion feature would be recorded as a
       component of interest expense to the extent the Convertible Notes are
       immediately convertible. Due to the fact that the strike price of the
       Convertible Notes at February 17, 2000 was in excess of the market price
       of the Company's common stock at that date, no beneficial conversion
       feature was recorded. If the Credit Facility is repaid at maturity or is
       prepaid prior to maturity without payments of cash premiums, the warrants
       issued to the new participant in the Credit Facility to purchase Brigham
       common stock become exercisable. Further, to the extent the Company
       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, the Company will be required to
       pay a premium above the face value of the Convertible Notes to the
       lender. Such premium amounts would range from 150% to 110%, depending on
       the timing of the prepayment. Such prepayment, however, would require the

                                        5


<PAGE>


                           BRIGHAM EXPLORATION COMPANY

                             NOTES TO THE CONDENSED
                        CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

       prior approval of the original lenders to the Credit Facility. In
       addition, certain financial covenants of the Credit Facility were amended
       or added. In connection with this most recent amendment, the Company
       reset the price of the warrants previously issued to its existing senior
       lenders to purchase one million shares of the Company's common stock from
       an exercise price of $2.25 per share to $2.02 per share.

       In February 2000, the indenture governing the Notes was amended. In this
       amendment, the holders of the Notes waived the minimum consolidated
       interest coverage ratio covenant through June 30, 2000, and adjusted
       subsequent levels under this test. In addition, the amendment provides
       the Company with an extension of its right to pay interest through the
       issuance of additional Notes in lieu of cash (or "in kind") through the
       third quarter of 2000 and potentially through the fourth quarter of 2000
       if certain conditions are met. In exchange for granting these amendments,
       the Company (i) reset the price of the warrants previously issued to the
       holders of the Notes to purchase one million shares of the Company's
       common stock from an exercise price of $3.50 per share to $2.43 per
       share, and (ii) granted to the holders of the Notes a term overriding
       royalty interest that provides for the limited right to receive 4%, or 3%
       if certain conditions are met, of the Company's net production revenue to
       reduce any outstanding Notes issued as interest paid in kind. As payments
       are made pursuant to the term overriding royalty interest, they will be
       recorded by the Company as a reduction of the balance payable pursuant to
       the Notes.

       The modification of these agreements did not result in any material
       adjustment to debt issuance costs.

4.     ISSUANCE OF COMMON STOCK

       In February 2000, the Company entered into an agreement to issue
       2,195,122 shares of common stock and 731,707 warrants to purchase the
       Company's common stock for total net proceeds of $4.2 million in a
       private placement to a group of institutional investors led by affiliates
       of two members of the Company's board of directors. The equity sale
       consisted of units that included one share of common stock and one-third
       of a warrant to purchase the Company's common stock at an exercise price
       of $2.5625 per share with a three-year term.

5.     HEDGING ACTIVITIES

       In March 2000, the Company entered into new fixed price cap and fixed
       price floor hedging contracts with a counterparty for certain future oil
       and natural gas production. Under the terms of the fixed price cap
       contracts, for any month where the average index price (NYMEX) is greater
       than the strike price per the contract, the Company is required to pay to
       the counterparty the absolute value of that difference times the
       production volumes covered under the contract. If the average index price
       is less than the strike price for a given month, no settlement is
       required. Under the terms of the fixed price floor contracts, for any
       month where the average index price (NYMEX or ANR - Oklahoma) is less
       than the strike price per the contract, the counterparty is required to
       pay to the Company the absolute value of that difference times the
       production volumes covered under the contract. If the average index price
       is greater than the strike price for a given month, no settlement is
       required. Additionally in March 2000, the Company effectively modified
       its existing fixed price swap contracts so that a portion of the volumes
       were associated with new index prices (Houston Ship Channel and TETCO
       South Texas).

                                        6


<PAGE>


                           BRIGHAM EXPLORATION COMPANY

                             NOTES TO THE CONDENSED
                        CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

 The new contracts are summarized as follows:

<TABLE>
<CAPTION>
                             Daily                                                               Average
                            Volumes                                     Total Volumes Hedged     Fixed
                                                                        --------------------
                            Hedged         Monthly Term         2000          2001           Contract Price
                            ------         ------------         ----          ----           --------------

        Fixed Price Cap:
<S>                          <C>          <C>                  <C>           <C>                <C>
           Contract #1        600          July 2000 -         110,400          -                $31.75
                             Bbls          December 2000        Bbls                             per Bbl

           Contract #2        400         January 2001 -          -          72,400              $26.60
                             Bbls            June 2001                        Bbls               per Bbl

           Contract #3        200           June 2001 -           -          36,800              $25.25
                             Bbls          December 2001                      Bbls               per Bbl

       Fixed Price Floor:

           Contract #4        600          March 2000 -        183,600          -                $18.00
                             Bbls          December 2000        Bbls                             per Bbl

           Contract #5        400         January 2001 -          -          72,400              $18.00
                             Bbls            June 2001                        Bbls               per Bbl

           Contract #6        200           July 2001 -           -          36,800              $16.10
                             Bbls          December 2001                      Bbls               per Bbl

           Contract #7       5,000          May 2001 -            -          305,000              $1.80
                             MMBtu           June 2001                        MMBtu             per MMBtu

           Contract #8       2,500          July 2001 -           -          460,000              $1.80
                             MMBtu         December 2001                      MMBtu             per MMBtu
</TABLE>

                                        7

<PAGE>

                    BRIGHAM EXPLORATION COMPANY SUBSIDIARIES

                            CONDENSED BALANCE SHEETS
                              AS OF MARCH 31, 2000
                                 (in thousands)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                    BRIGHAM                            BRIGHAM         BRIGHAM
                                                                     OIL &           BRIGHAM,          HOLDINGS        HOLDINGS
                                                                   GAS, L.P.           INC.             I, LLC         II, LLC

                                     ASSETS

Current assets:
<S>                                                             <C>                <C>              <C>             <C>
     Cash and cash equivalents                                  $        1,646     $       1,656    $         3     $          4
     Accounts receivable                                                 5,166             5,166              -                -
     Other current assets                                                  387               387              -                -
                                                                --------------    --------------   ------------    -------------
        Total current assets                                             7,199             7,209              3                4
                                                                --------------    --------------   ------------    -------------

Natural gas and oil properties, at cost, net                           114,675           114,675              -                -
Other property and equipment, at cost, net                               1,572             1,572              -                -
Investment in subsidiaries
     and intercompany advances                                             190                27          3,046           50,079
Drilling advances paid                                                     433               433              -                -
Deferred loan fees                                                       2,085             2,085              -                -
Other noncurrent assets                                                    120               120              -                -
                                                                --------------    --------------   ------------    -------------
                                                                $      126,274     $     126,121    $     3,049     $     50,083
                                                                ==============    ==============   ============    =============

                             LIABILITIES AND EQUITY

Current liabilities:
     Accounts payable                                           $        8,418     $       8,418    $         -     $          -
     Accrued drilling costs                                              1,161             1,161              -                -
     Participant advances received                                       1,977             1,977              -                -
     Other current liabilities                                           1,784             1,784              -                -
                                                                --------------    --------------   ------------    -------------
        Total current liabilities                                       13,340            13,340              -                -
                                                                --------------    --------------   ------------    -------------

Notes payable                                                           58,000            58,000              -                -
Other noncurrent liabilities                                             1,741             1,741              -                -
Intercompany accounts payable                                            1,773             1,642              -            1,799
Intercompany notes payable                                              46,936            46,936              -           46,936

Commitments and contingencies

Minority interest                                                            -             3,072              -                -

Equity
     Partners' capital                                                   4,484                 -          3,049            1,348
     Common stock, $1.00 par value, 1,000
        shares authorized, issued and
        outstanding                                                          -                 1              -                -
     Additional paid-in capital                                              -            19,238              -                -
     Accumulated deficit                                                     -           (17,849)             -                -
                                                                --------------    --------------   ------------    -------------
        Total equity                                                     4,484             1,390          3,049            1,348
                                                                --------------    --------------   ------------    -------------
                                                                $      126,274     $     126,121    $     3,049     $     50,083
                                                                ==============    ==============   ============    =============
</TABLE>


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

         See accompanying notes to the condensed financial statements.

                                        8
<PAGE>

                    BRIGHAM EXPLORATION COMPANY SUBSIDIARIES

                            CONDENSED BALANCE SHEETS
                             AS OF DECEMBER 31, 1999
                                 (in thousands)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                    BRIGHAM                            BRIGHAM         BRIGHAM
                                                                     OIL &           BRIGHAM,          HOLDINGS        HOLDINGS
                                                                   GAS, L.P.           INC.             I, LLC         II, LLC

                                     ASSETS
<S>                                                             <C>                <C>              <C>             <C>
Current assets:
     Cash and cash equivalents                                  $        2,718     $       2,736    $         6     $          6
     Accounts receivable                                                 4,945             4,945              -                -
     Other current assets                                                  577               577              -                -
                                                                ---------------    --------------   ------------    -------------
        Total current assets                                             8,240             8,258              6                6
                                                                ---------------    --------------   ------------    -------------

Natural gas and oil properties, at cost, net                           112,066           112,066              -                -
Other property and equipment, at cost, net                               1,686             1,686              -                -
Investment in subsidiaries
     and intercompany advances                                             130                26          1,299           47,802
Drilling advances paid                                                      23                23              -                -
Deferred loan fees                                                       2,108             2,108              -                -
Other noncurrent assets                                                    164               164              -                -
                                                                ---------------    --------------   ------------    -------------
                                                                $      124,417     $     124,331    $     1,305     $     47,808
                                                                ===============    ==============   ============    =============

                             LIABILITIES AND EQUITY

Current liabilities:
     Accounts payable                                           $       14,851     $      14,851    $         -     $          -
     Accrued drilling costs                                                541               541              -                -
     Participant advances received                                         850               850              -                -
     Other current liabilities                                           1,429             1,429              -                -
                                                                ---------------    --------------   ------------    -------------
        Total current liabilities                                       17,671            17,671              -                -
                                                                ---------------    --------------   ------------    -------------

Notes payable                                                           56,000            56,000              -                -
Other noncurrent liabilities                                             1,600             1,600              -                -
Intercompany accounts payable                                            1,752             1,687              -            1,779
Intercompany notes payable                                              45,459            45,459              -           45,459

Commitments and contingencies

Minority interest                                                            -             1,325              -                -

Equity
     Partners' capital                                                   1,935                 -          1,305              570
     Common stock, $1.00 par value, 1,000
        shares authorized, issued and
        outstanding                                                          -                 1              -                -
     Additional paid-in capital                                              -            17,832              -                -
     Accumulated deficit                                                     -           (17,244)             -                -
                                                                ---------------    --------------   ------------    -------------
        Total equity                                                     1,935               589          1,305              570
                                                                ---------------    --------------   ------------    -------------
                                                                $      124,417     $     124,331    $     1,305     $     47,808
                                                                ===============    ==============   ============    =============
</TABLE>


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

         See accompanying notes to the condensed financial statements.

                                        9

<PAGE>


                    BRIGHAM EXPLORATION COMPANY SUBSIDIARIES

                       CONDENSED STATEMENTS OF OPERATIONS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2000
                                 (in thousands)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                  BRIGHAM                        BRIGHAM        BRIGHAM
                                                                   OIL &        BRIGHAM,        HOLDINGS        HOLDINGS
                                                                 GAS, L.P.        INC.           I, LLC         II, LLC

<S>                                                            <C>             <C>            <C>            <C>
Revenues:
     Natural gas and oil sales                                 $     4,505     $    4,505     $         -    $         -
     Workstation revenue                                                33             33               -              -
                                                               ------------    -----------    ------------   ------------
                                                                     4,538          4,538               -              -
                                                               ------------    -----------    ------------   ------------
Costs and expenses:
     Lease operating                                                   459            459               -              -
     Production taxes                                                  304            304               -              -
     General and administrative                                        735            737               2              2
     Depletion of natural gas and oil properties                     1,764          1,764               -              -
     Depreciation and amortization                                     123            123               -              -
     Amortization of stock compensation                                 12             12               -              -
                                                               ------------    -----------    ------------   ------------
                                                                     3,397          3,399               2              2
                                                               ------------    -----------    ------------   ------------
        Operating income (loss)                                      1,141          1,139              (2)            (2)
                                                               ------------    -----------    ------------   ------------

Other income (expense):
     Interest income                                                    37             37               -              -
     Interest expense, net                                          (1,000)        (1,000)              -              -
     Interest expense - intercompany                                (1,497)        (1,497)              -         (1,497)
     Other expense                                                    (596)          (596)              -              -
                                                               ------------    -----------    ------------   ------------
                                                                    (3,056)        (3,056)              -         (1,497)
                                                               ------------    -----------    ------------   ------------

Minority interest in net loss                                            -         (1,312)              -              -
                                                               ------------    -----------    ------------   ------------
Net loss before income taxes                                        (1,915)          (605)             (2)        (1,499)

Income tax benefit                                                       -              -               -              -
Equity in net income (loss) of investee                                  -              -          (1,312)           913
                                                               ------------    -----------    ------------   ------------
     Net loss                                                  $    (1,915)    $     (605)    $    (1,314)   $      (586)
                                                               ============    ===========    ============   ============
</TABLE>


          See accompanying notes to the condensed financial statements.

                                       10
<PAGE>


                    BRIGHAM EXPLORATION COMPANY SUBSIDIARIES

                       CONDENSED STATEMENTS OF OPERATIONS
                    FOR THE THREE MONTHS ENDED MARCH 31, 1999
                                 (in thousands)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                              BRIGHAM                        BRIGHAM        BRIGHAM
                                                               OIL &        BRIGHAM,        HOLDINGS        HOLDINGS
                                                              GAS, L.P.       INC.           I, LLC         II, LLC

<S>                                                        <C>             <C>            <C>            <C>
Revenues:
     Natural gas and oil sales                             $     3,191     $     3,191    $         -    $         -
     Workstation revenue                                            90              90              -              -
                                                           -----------     -----------    -----------    -----------
                                                                 3,281           3,281              -              -
                                                           -----------     -----------    -----------    -----------
Costs and expenses:
     Lease operating                                               535             535              -              -
     Production taxes                                              169             169              -              -
     General and administrative                                    918             918              -              -
     Depletion of natural gas and oil properties                 1,361           1,361              -              -
     Depreciation and amortization                                 127             127              -              -
     Amortization of stock compensation                             58              58              -              -
                                                           -----------     -----------    -----------    -----------
                                                                 3,168           3,168              -              -
                                                           -----------     -----------    -----------    -----------
        Operating income                                           113             113              -              -
                                                           -----------     -----------    -----------    -----------

Other income (expense):
     Interest income                                                24              24              -              -
     Interest expense, net                                      (1,315)         (1,315)             -              -
     Interest expense - intercompany                              (581)           (581)             -         (1,317)
                                                           -----------     -----------    -----------    -----------
                                                                (1,872)         (1,872)             -         (1,317)
                                                           -----------     -----------    -----------    -----------

Minority interest in net loss                                        -          (1,205)             -              -

                                                           -----------     -----------    -----------    -----------
Net loss before income taxes                                    (1,759)           (554)             -         (1,317)

Income tax benefit                                                   -               -              -              -
Equity in net income (loss) of investee                              -               -         (1,205)           780
                                                           -----------     -----------    -----------    -----------
     Net loss                                              $    (1,759)    $      (554)   $    (1,205)   $      (537)
                                                           ===========     ===========    ===========    ===========
</TABLE>

          See accompanying notes to the condensed financial statements.

                                       11
<PAGE>

                    BRIGHAM EXPLORATION COMPANY SUBSIDIARIES

                       CONDENSED STATEMENTS OF CASH FLOWS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2000
                                 (in thousands)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                         BRIGHAM                   BRIGHAM      BRIGHAM
                                                                          OIL &       BRIGHAM,    HOLDINGS     HOLDINGS
                                                                        GAS, L.P.       INC.       I, LLC       II, LLC

<S>                                                                     <C>          <C>          <C>          <C>
Cash flows from operating activities:
     Net loss                                                           $   (1,915)  $     (605)  $  (1,314)   $    (586)
     Adjustments to reconcile net loss to cash
     provided by operating activities:
       Depletion of natural gas and oil properties                           1,764        1,764           -            -
       Depreciation and amortization                                           123          123           -            -
       Amortization of stock compensation                                       12           12           -            -
       Amortization of deferred loan fees and debt issuance costs              292          292           -            -
       Amortization of deferred loss on derivatives instruments                280          280           -            -
       Market value adjustment for derivatives instruments                     443          443           -            -
       Minority interest in net loss                                             -       (1,312)          -            -
       Equity in net (income) loss of investee                                   -            -       1,312         (913)
       Changes in working capital and other items:
         Increase in accounts receivable                                      (221)        (221)          -            -
         Increase in other current assets                                      (90)         (90)          -            -
         Decrease in accounts payable                                       (6,433)      (6,433)          -            -
         Increase in participant advances received                           1,127        1,127           -            -
         Increase in other current liabilities                                  92           92           -            -
         Increase (decrease) in intercompany accounts payable                   21          (45)          -           20
         Other noncurrent assets                                                43           43           -            -
         Other noncurrent liabilities                                           (8)          (8)          -            -
                                                                        -----------  -----------  ----------   ----------
                                                                            (4,470)      (4,538)         (2)      (1,479)
                                                                        -----------  -----------  ----------   ----------
Cash flows from investing activities:
     Additions to natural gas and oil properties                            (3,738)      (3,738)          -            -
     Additions to other property and equipment                                  (9)          (9)          -            -
     Investment in subsidiaries and intercompany advances                    4,405        4,465          (1)           -
     Increase in drilling advances paid                                       (410)        (410)          -            -
                                                                        -----------  -----------  ----------   ----------
                                                                               248          308          (1)           -
                                                                        -----------  -----------  ----------   ----------
Cash flows from financing activities:
     Increase in notes payable                                               2,000        2,000           -            -
     Increase in intercompany notes payable                                  1,477        1,477           -        1,477
     Principal payments on capital lease obligations                           (58)         (58)          -            -
     Deferred loan fees paid                                                  (269)        (269)          -            -
                                                                        -----------  -----------  ----------   ----------
                                                                             3,150        3,150           -        1,477
                                                                        -----------  -----------  ----------   ----------

Net decrease in cash and cash equivalents                                   (1,072)      (1,080)         (3)          (2)
Cash and cash equivalents, beginning of year                                 2,718        2,736           6            6
                                                                        -----------  -----------  ----------   ----------
Cash and cash equivalents, end of period                                $    1,646   $    1,656   $       3    $       4
                                                                        ===========  ===========  ==========   ==========

Supplemental disclosure of cash flow information:
     Cash paid during the year for interest                             $      761   $      761   $       -    $       -
Supplemental disclosure of cash flow information:
     Intercompany capital contributions                                 $        -   $    1,406   $   3,058    $   1,364
</TABLE>

         See accompanying notes to the condensed financial statements.

                                       12

<PAGE>

                    BRIGHAM EXPLORATION COMPANY SUBSIDIARIES

                       CONDENSED STATEMENTS OF CASH FLOWS
                    FOR THE THREE MONTHS ENDED MARCH 31, 1999
                                 (in thousands)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                         BRIGHAM                   BRIGHAM      BRIGHAM
                                                                          OIL &       BRIGHAM,    HOLDINGS     HOLDINGS
                                                                        GAS, L.P.       INC.       I, LLC       II, LLC

<S>                                                                     <C>          <C>          <C>          <C>
Cash flows from operating activities:
     Net loss                                                           $   (1,759)  $     (554)  $  (1,205)   $    (537)
     Adjustments to reconcile net loss to cash
      provided by operating activities:
       Depletion of natural gas and oil properties                           1,361        1,361           -            -
       Depreciation and amortization                                           127          127           -            -
       Amortization of stock compensation                                       58           58           -            -
       Amortization of deferred loan fees and debt issuance costs              168          168           -            -
       Minority interest in net loss                                             -       (1,205)          -            -
       Equity in net (income) loss of investee                                   -            -       1,205         (780)
       Changes in working capital and other items:
         Decrease in accounts receivable                                     3,339        3,339           -            -
         Decrease in prepaid expenses                                           33           33           -            -
         Increase in accounts payable                                        2,543        2,543           -            -
         Decrease in participant advances received                            (103)        (103)          -            -
         Decrease in other current liabilities                                (167)        (167)          -            -
         Increase in intercompany accounts payable                              17           18           -           17
         Other noncurrent assets                                              (169)        (169)          -            -
         Other noncurrent liabilities                                       (1,649)      (1,649)          -            -
                                                                        ----------  -----------  ----------   ----------
                                                                             3,799        3,800           -       (1,300)
                                                                        ----------  -----------  ----------   ----------
Cash flows from investing activities:
     Additions to natural gas and oil properties                           (10,195)     (10,195)          -            -
     Proceeds from sale of natural gas and oil properties                   10,000       10,000           -            -
     Additions to other property and equipment                                 (15)         (15)          -            -
     Increase in drilling advances paid                                        (79)         (79)          -            -
                                                                        ----------  -----------  ----------   ----------
                                                                              (289)        (289)          -            -
                                                                        ----------  -----------  ----------   ----------
Cash flows from financing activities:
     Increase in intercompany notes payable                                  1,300        1,300           -        1,300
     Principal payments on capital lease obligations                           (63)         (63)          -            -
     Deferred loan fees paid                                                  (298)        (298)          -            -
                                                                        ----------  -----------  ----------   ----------
                                                                               939          939           -        1,300
                                                                        ----------  -----------  ----------   ----------

Net increase in cash and cash equivalents                                    4,449        4,450           -            -

Cash and cash equivalents, beginning of year                                 2,549        2,563           5            6
                                                                        ----------  -----------  ----------   ----------
Cash and cash equivalents, end of year                                  $    6,998   $    7,013   $       5    $       6
                                                                        ==========  ===========  ==========   ==========

Supplemental disclosure of cash flow information:
     Cash paid during the year for interest                             $    1,343   $    1,343   $       -    $       -

Supplemental disclosure of noncash investing and financing activities:
     Capital lease asset additions                                      $       51   $       51   $       -    $       -
     Increase in accounts payable for deferred loan fees to be
       paid in future periods                                           $      450   $      450   $       -    $       -
     Capital contributions received in exchange for accounts
       payable and other noncurrent liabilities                         $    3,510   $        -   $       -    $       -
     Intercompany capital contributions                                 $        -   $    1,106   $   2,404    $   1,071
</TABLE>


          See accompanying notes to the condensed financial statements.

                                       13

<PAGE>


                    BRIGHAM EXPLORATION COMPANY SUBSIDIARIES

                    CONDENSED STATEMENTS OF CHANGES IN EQUITY
                          (in thousands, except shares)
                                   (unaudited)


<TABLE>
<CAPTION>
                                                                                 Retained
                                            Common Stock         Additional      Earnings/
                                         ---------------------    Paid-in       Accumulated     Partners'
                                         Shares      Amounts      Capital         Deficit        Capital         Total
                                        --------    --------  -------------   -------------  -------------  ------------

BRIGHAM OIL & GAS, L.P.
     Balance,
<S>                                        <C>      <C>        <C>             <C>            <C>            <C>
       December 31, 1999                       -    $      -   $          -    $          -   $      1,935   $     1,935
     Capital contribution                      -           -              -               -          4,464         4,464
     Net loss                                  -           -              -               -         (1,915)       (1,915)
                                         -------   ---------  -------------   -------------  -------------  ------------
     Balance,
       March 31, 2000                          -    $      -   $          -    $          -   $      4,421   $     4,421
                                         =======   =========  =============   =============  =============  ============

BRIGHAM INC.
     Balance,
       December 31, 1999                   1,000    $      1   $     17,832    $    (17,244)  $          -   $       589
     Capital contribution                      -           -          1,406               -              -         1,406
     Net loss                                  -           -              -            (605)             -          (605)
                                         -------   ---------  -------------   -------------  -------------  ------------
     Balance,
       March 31, 2000                      1,000    $      1   $     19,238    $    (17,849)  $          -   $     1,390
                                         =======   =========  =============   =============  =============  ============

BRIGHAM HOLDING I, LLC
     Balance,
       December 31, 1999                       -    $      -   $          -    $          -   $      1,305   $     1,305
     Capital contribution                      -           -              -               -          3,058         3,058
     Net loss                                  -           -              -               -         (1,314)       (1,314)
                                         -------   ---------  -------------   -------------  -------------  ------------
     Balance,
       March 31, 2000                          -    $      -   $          -    $          -   $      3,049   $     3,049
                                         =======   =========  =============   =============  =============  ============

BRIGHAM HOLDINGS II, LLC
     Balance,
       December 31, 1999                       -    $      -   $          -    $          -   $        570   $       570
     Capital contribution                      -           -              -               -          1,364         1,364
     Net loss                                  -           -              -               -           (586)         (586)
                                         -------   ---------  -------------   -------------  -------------  ------------
     Balance,
       March 31, 2000                          -    $      -   $          -    $          -   $      1,348   $     1,348
                                         =======   =========  =============   =============  =============  ============
</TABLE>

         See accompanying notes to the condensed financial statements.

                                       14
<PAGE>


                    BRIGHAM EXPLORATION COMPANY SUBSIDIARIES

                   NOTES TO THE CONDENSED FINANCIAL STATEMENTS
                                   (unaudited)

1.     ORGANIZATION AND BACKGROUND

       In August 1998, upon the filing of a registration statement with the SEC,
       Brigham Exploration Company, a Delaware corporation, (the "Company")
       issued $50 million of debt and equity securities to two affiliated
       institutional investors. The financing transaction consisted of the
       issuance of $40 million of senior subordinated secured notes (the
       "Notes"). The Notes are fully and unconditionally guaranteed, on a joint
       and several basis, by each of the Company's directly or indirectly
       wholly-owned subsidiaries which are Brigham Oil & Gas, L.P. (the
       "Partnership"), Brigham Inc., Brigham Holdings I LLC ("Holdings I"), and
       Brigham Holdings II LLC ("Holdings II"). Furthermore, these subsidiaries
       have pledged their respective stock and partnership interests as
       collateral for the Notes. These financial statements include the
       financial statements for the wholly owned subsidiaries whose securities
       and partnership interests comprise substantially all of the collateral
       pledged for the Notes.

       The Partnership explores and develops onshore domestic natural gas and
       oil properties using 3-D seismic imaging and other advanced technologies.
       The Partnership focuses its exploration and development of natural gas
       and oil properties primarily in West Texas, the Anadarko Basin and the
       onshore Gulf Coast. Brigham, Inc. is a Nevada corporation whose only
       asset prior to the Exchange was its less than 1% ownership interest in
       the Partnership. Brigham, Inc. is the managing general partner of the
       Partnership.

       The Company is a Delaware corporation formed on February 25, 1997 for the
       purpose of exchanging its common stock for the common stock of Brigham,
       Inc. and the partnership interests of Brigham Oil & Gas, L.P. Subsequent
       to the Exchange and the Offering, the Company owned a 68.5% interest in
       the Partnership and Brigham, Inc. owned a 31.50% interest in the
       Partnership. Effective January 1, 1998, Brigham, Inc. contributed 30.5%
       of its 31.5% interest in the Partnership to Holdings II, a newly formed
       Nevada LLC and wholly owned subsidiary of Brigham, Inc., whose only asset
       is its investment in the Partnership. Also effective January 1, 1998 the
       Company contributed its 68.5% interest in the Partnership to Brigham
       Holdings I, a newly formed Nevada LLC and wholly owned subsidiary of the
       Company whose only asset is its investment in the Partnership.

2.     BASIS OF PRESENTATION

       The accompanying financial condensed 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 financial statements should
       be read in conjunction with the Company's 1999 Annual Report on Form 10-K
       pursuant to Section 13 or 15(d) of the Securities and Exchange Act of
       1934.

3.     AMENDMENT TO REVOLVING CREDIT FACILITY

       In February 2000, the Partnership entered into an amended and restated
       Credit Facility with its existing lenders and a new lender. This amended
       and restated Credit Facility provides the Partnership with $70 million in
       borrowing availability for a three-year term. If the Company exceeds
       certain asset value and interest coverage tests in the second or third
       quarters of 2000, the total borrowing availability under the Credit
       Facility will increase to $75 million. The Credit Facility includes a
       provision whereby certain amounts, not to exceed $30 million of the
       outstanding borrowings, are convertible into shares of the Company's
       common stock (the "Convertible Notes") to

                                       15


<PAGE>


                    BRIGHAM EXPLORATION COMPANY SUBSIDIARIES

                   NOTES TO THE CONDENSED FINANCIAL STATEMENTS
                                   (unaudited)

       the extent total borrowings under the Credit Facility exceed $45 million.
       As of March 31, 2000, the Company had $58 million in borrowings
       outstanding under the Credit Facility, of which the Convertible Notes
       approximate $15 million (the minimum under the Credit Facility). The
       Credit Facility provides that the Convertible Notes will be convertible
       as follows: (i) the first $10 million of borrowings is convertible at
       $3.90 per share, (ii) the second $10 million is convertible at $6.00 per
       share, and (iii) the final $10 million is convertible at $8.00 per share.
       The Convertible Notes could result in a beneficial conversion feature
       based on the relationship between the Company's stock price at the time
       of a borrowing and the strike price of the relative portion of the
       convertible debt. The value assigned to the beneficial conversion feature
       would be recorded as a component of interest expense to the extent the
       Convertible Notes are immediately convertible. Due to the fact that the
       strike price of the Convertible Notes at February 17, 2000 was in excess
       of the market price of the Company's common stock at that date, no
       beneficial conversion feature was recorded. If the Credit Facility is
       repaid at maturity or is prepaid prior to maturity without payments of
       cash premiums, the warrants issued to the new participant in the Credit
       Facility to purchase Brigham common stock become exercisable. Further, to
       the extent the Partnership 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,
       the Company will be required to pay a premium above the face value of the
       Convertible Notes to the lender. Such premium amounts would range from
       150% to 110%, depending on the timing of the prepayment. Such prepayment,
       however, would require the prior approval of the original lenders to the
       Credit Facility. In addition, certain financial covenants of the Credit
       Facility were amended or added. In connection with this most recent
       amendment, the Partnership reset the price of the warrants previously
       issued to its existing senior lenders to purchase one million shares of
       the Company's common stock from an exercise price of $2.25 per share to
       $2.02 per share.

       The modification of this agreement did not result in any material
       adjustment to debt issuance costs.

4.     HEDGING ACTIVITIES

       In March 2000, the Partnership entered into new fixed price cap and fixed
       price floor hedging contracts with a counterparty for certain future oil
       and natural gas production. Under the terms of the fixed price cap
       contracts, for any month where the average index price (NYMEX) is greater
       than the strike price per the contract, the Partnership is required to
       pay to the counterparty the absolute value of that difference times the
       production volumes covered under the contract. If the average index price
       is less than the strike price for a given month, no settlement is
       required. Under the terms of the fixed price floor contracts, for any
       month where the average index price (NYMEX or ANR - Oklahoma) is less
       than the strike price per the contract, the counterparty is required to
       pay to the Partnership the absolute value of that difference times the
       production volumes covered under the contract. If the average index price
       is greater than the strike price for a given month, no settlement is
       required. Additionally in March 2000, the Partnership effectively
       modified its existing fixed price swap contracts so that a portion of the
       volumes were associated with new index prices (Houston Ship Channel and
       TETCO South Texas).

                                       16


<PAGE>


                    BRIGHAM EXPLORATION COMPANY SUBSIDIARIES

                   NOTES TO THE CONDENSED FINANCIAL STATEMENTS
                                   (unaudited)

The new contracts are summarized as follows:

<TABLE>
<CAPTION>
                             Daily                                                               Average
                            Volumes                                     Total Volumes Hedged      Fixed
                                                                        --------------------
                            Hedged         Monthly Term         2000          2001           Contract Price
                            ------         ------------         ----          ----           --------------

        Fixed Price Cap:
<S>                         <C>           <C>                  <C>           <C>                <C>
           Contract #1        600          July 2000 -         110,400          -                $31.75
                             Bbls          December 2000        Bbls                             per Bbl

           Contract #2        400         January 2001 -          -          72,400              $26.60
                             Bbls            June 2001                        Bbls               per Bbl

           Contract #3        200           June 2001 -           -          36,800              $25.25
                             Bbls          December 2001                      Bbls               per Bbl

       Fixed Price Floor:

           Contract #4        600          March 2000 -        183,600          -                $18.00
                             Bbls          December 2000        Bbls                             per Bbl

           Contract #5        400         January 2001 -          -          72,400              $18.00
                             Bbls            June 2001                        Bbls               per Bbl

           Contract #6        200           July 2001 -           -          36,800              $16.10
                             Bbls          December 2001                      Bbls               per Bbl

           Contract #7       5,000          May 2001 -            -          305,000              $1.80
                             MMBtu           June 2001                        MMBtu             per MMBtu

           Contract #8       2,500          July 2001 -           -          460,000              $1.80
                             MMBtu         December 2001                      MMBtu             per MMBtu
</TABLE>


                                       17


<PAGE>













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

Results of Operations

Comparison of three month periods ended March 31, 1999 and 2000

     NATURAL GAS AND OIL SALES. Natural gas and oil sales increased 41% from
$3.2 million in the first quarter of 1999 to $4.5 million in the first quarter
of 2000. Of this net increase, $1.4 million was attributable to a 45% increase
in the average realized equivalent oil and natural gas sales price, partially
offset by $99,000 attributable to a 3% decrease in net equivalent production
volumes. Net natural gas production volumes decreased 10% from 1,047 MMcf in the
first quarter of 1999 to 940 MMcf in the first quarter of 2000. Net natural gas
volumes for the first quarter of 1999 included approximately 229 MMcf
attributable to properties sold by Brigham in June 1999. Excluding production
attributable to these divested properties, net natural gas volumes increased 15%
in the first quarter of 2000, compared to adjusted volumes produced during the
same period in 1999. This increase was principally due to the completion of
wells drilled late in 1999 and recompletion and workover projects performed on
certain producing wells. The average price received for natural gas decreased 8%
from $2.09 per Mcf in the first quarter of 1999 to $1.93 per Mcf in the first
quarter of 2000. Included in these realized prices were natural gas hedging
gains of $559,000 ($0.53 per Mcf) in the first quarter of 1999, and natural gas
hedging losses of $514,000 ($0.55 per Mcf) in the first quarter of 2000. Net oil
production volumes increased 12% from 88 MBbls in the first quarter of 1999 to
99 MBbls in the first quarter of 2000. Excluding 11 MBbls of net oil production
attributable to properties divested in June 1999, net oil volumes increased 29%
in the first quarter of 2000 as compared to the adjusted volumes produced during
the same period in 1999. This increase was principally due to the completion of
wells drilled late in 1999 and recompletion and workover projects performed on
certain producing wells. The average price received for oil increased 138% from
$11.39 per Bbl in the first quarter of 1999 to $27.16 per Bbl in the first
quarter of 2000. Oil hedging losses reduced realized average oil prices received
in the first quarter of 2000 by $2,000 ($0.02 per Bbl). Brigham did not have any
oil hedges in place during the first quarter of 1999.

     WORKSTATION REVENUE. Workstation revenue decreased 63% from $90,000 in the
first quarter of 1999 to $33,000 in the first quarter of 2000. Brigham
recognizes workstation revenue as industry participants in the Company's seismic
programs are charged an hourly rate for the work performed by Brigham on its 3-D
seismic interpretation workstations. The decrease in the first quarter 2000 is
primarily attributable 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 decreased 14% from
$535,000 for the first quarter of 1999 to $459,000 for the first quarter of 2000
and, on a per unit of production basis, lease operating expenses for the same
periods decreased 12% from $0.34 per Mcfe to $0.30 per Mcfe. The decrease in
lease operating expenses was primarily due to a decrease in the number of
producing wells in the first quarter of 2000, as compared with the same period
in 1999, as a result of Brigham's June 1999 property divestitures.

     PRODUCTION TAXES. Production taxes increased 80% from $169,000 ($0.11 per
Mcfe) for the first quarter of 1999 to $304,000 ($0.20 per Mcfe) for the first
quarter of 2000, primarily as a result of a 96% increase in the average
equivalent price received for natural gas and oil sales before the effects of
hedging gains and losses, partially offset by the 3% decrease in equivalent
natural gas and oil production volumes during the first quarter of 2000.

     GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
decreased 19% from $918,000 for the first quarter of 1999 to $740,000 for the
first quarter of 2000 primarily due to the reduction of various administrative
costs, including reduced employee payroll and benefits expenses, lower office
rent and reduced equipment rental and maintenance expenses. On a per unit of
production basis, general and administrative expenses decreased from $0.58 per
Mcfe for the first quarter of 1999 to $0.48 per Mcfe for the first quarter of
2000.

                                       18
<PAGE>

     DEPLETION OF NATURAL GAS AND OIL PROPERTIEs. Depletion of natural gas and
oil properties increased 30% from $1.4 million ($0.86 per Mcfe) in the first
quarter of 1999 to $1.8 million ($1.15 per Mcfe) in the first quarter of 2000.
Of this net increase, $450,000 was due to an increase in the depletion rate per
unit of production, partially offset by $47,000 due to a decrease in production
volumes. The increased depletion rate was principally the result of estimated
additions of proved natural gas and oil reserves at higher average capital costs
during the first quarter of 2000 as compared with estimated amounts for the
first quarter of 1999.

     NET INTEREST EXPENSE. Net interest expense increased 33% from $2.1 million
in the first quarter of 1999 to $2.8 million in the first quarter of 2000. This
increase was due to a higher average debt balance with a higher average interest
rate in the first quarter of 2000 compared with the first quarter of 1999. The
weighted average outstanding debt balance increased from $99.6 million in the
first quarter of 1999 to $103.5 million in the first quarter of 2000. The
average effective annual interest rate on borrowings outstanding during the
first quarter of 1999 was 11.4% compared to 13.1% for the first quarter of 2000.
Interest expense in the first quarter of 2000 included $2 million of non-cash
charges, including (i) $1.5 million of interest expense related to the
Subordinated Notes that was paid through the issuance of additional Subordinated
Notes (or "paid-in-kind"), (ii) $391,000 for amortization of deferred financing
fees, and (iii) $180,000 for amortization of debt discounts related to the
issuance of the Subordinated Notes. See "Liquidity and Capital Resources -
Credit Facility; - Subordinated Notes".

     OTHER EXPENSE. The Company recognized other expense of $596,000 in the
first quarter 2000 primarily related to the changes in the fair market values
and the related cash flows of certain oil and natural gas hedging contracts that
do not qualify for hedge accounting treatment. This expense in the first quarter
2000 included (i) $443,000 of non-cash expenses related to the changes in the
fair market values of these hedging contracts during the period, and (ii)
$148,000 of expenses related to cash settlements incurred during the period
pursuant to these hedging contracts.

LIQUIDITY AND CAPITAL RESOURCES

     The Company'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. The
Company's primary capital requirements are 3-D seismic acquisition, processing
and interpretation costs, land acquisition costs and drilling expenditures.

CREDIT FACILITY

     In January 1998, the Company entered into a revolving credit agreement (the
"Credit Facility"), which provided for an initial borrowing availability of $75
million. The Credit Facility was amended in March 1999 to reduce the borrowing
availability, extend the date of borrowing base redetermination, modify certain
financial covenants, include certain additional covenants that place significant
restrictions on the Company's ability to incur certain capital expenditures, and
to increase the interest rate on outstanding borrowings.

     As a result of the completion of the majority of the Company's strategic
initiatives to improve its capital resources, including its June 1999 property
divestitures and the application of the net sales proceeds to reduce borrowings
outstanding under the Credit Facility, the Company and its senior lenders
entered into an amendment to the Credit Facility in July 1999. This amendment
provided the Company with borrowing availability of $56 million principally to
fund its planned drilling activities and anticipated working capital
requirements through the end of 1999. As consideration for this amendment to the
Credit Facility, in July 1999 the Company issued to its senior lenders one
million warrants to purchase the Company's common stock at an exercise price of
$2.25 per share. The warrants have a seven-year term from the date of issuance
and are exercisable at the holders' option at any time. An estimated value of
$1.2 million was attributed to these warrants by the Company and was recognized
as additional deferred loan fees that will be amortized and included in interest
expense over the remaining period to maturity of the Credit Facility.

     In February 2000, Brigham entered into an amended and restated Credit
Facility with its existing lenders and a new lender. This amended and restated
Credit Facility provides the Company with $70 million in borrowing availability
for a three-year term, an increase from the $56 million previously available. If
Brigham exceeds certain asset value and

                                       19
<PAGE>

interest coverage tests in the second or third quarters of 2000, the total
borrowing availability under the Credit Facility will increase to $75 million.
The Company's lenders have indicated that the borrowing availability provided
under the amended Credit Facility exceeded that which would otherwise have been
made available under a more traditional conforming borrowing base calculation
based on the estimated value of the Company's current net proved reserves and
its cash flow.

     The Credit Facility includes a provision whereby certain amounts, not to
exceed $30 million, are convertible into shares of Brigham common stock (the
"Convertible Notes") to the extent total borrowings under the Credit Facility
exceed $45 million. The Credit Facility provides that any outstanding
Convertible Notes will be convertible into shares of Brigham common stock in the
following amounts: (i) the first $10 million of borrowings is convertible at
$3.90 per share, (ii) the second $10 million is convertible at $6.00 per share
and (iii) the final $10 million is convertible at $8.00 per share. As of March
31, 2000, the Company had $58 million in borrowings outstanding under the Credit
Facility, of which the Convertible Notes approximate $15 million (the minimum
under the Credit Facility). The Convertible Notes could result in a beneficial
conversion feature based on the relationship between Brigham's stock price at
the time of a borrowing and the strike price of the relative portion of the
Convertible Notes. The value assigned to the beneficial conversion feature would
be recorded as a component of interest expense to the extent the applicable
Convertible Notes are immediately convertible. Due to the fact that the strike
price of the Convertible Notes at February 17, 2000 was in excess of the market
price of Brigham's common stock at that date, no beneficial conversion feature
was recorded. If the Credit Facility is repaid at maturity or is prepaid prior
to maturity without payment of cash premiums, the warrants issued to the new
participant in the Credit Facility to purchase Brigham common stock 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, the
Company 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 Credit Facility. In
addition, certain financial covenants of the Credit Facility were amended or
added. In connection with this most recent amendment, the Company 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 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 Credit Facility is either the lender's base rate or LIBOR plus 3.00%,
at the Company's option. The Company's obligations under the Credit Facility are
secured by substantially all of the natural gas and oil properties and other
tangible assets of the Company. At May 15, 2000, the Company had $60 million in
borrowings outstanding under the Credit Facility, which currently bear interest
at an annual rate of approximately 9.1%.

     The Credit Facility has certain financial covenants, including current and
interest coverage ratios, as defined. The Company and its lenders effected the
amendments to the Credit Facility in March 1999, July 1999 and February 2000, in
part to enable the Company to comply with certain financial covenants of the
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 the Company 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, the Company's liquidity may be adversely affected, which could in turn
have an adverse impact on the Company's future financial position and results of
operations.

SUBORDINATED NOTES

     In August 1998, the Company issued $50 million of debt and equity
securities to affiliates of Enron Corp. Securities issued by the Company in
connection with this financing transaction included: (i) $40 million of
Subordinated Notes, (ii) warrants to purchase one million shares of the
Company's common stock at a price of $10.45 per share (the "Subordinated Note
Warrants"), and (iii) 1,052,632 shares of the Company's common stock at a price
of $9.50 per share. The approximate $47.5 million in net proceeds received by
the Company from this financing transaction were used to repay a portion of
outstanding borrowings under its senior credit facility, which at the time
increased the Company's borrowing availability under its credit facility to fund
capital expenditures.

                                       20
<PAGE>

     In March 1999, the Company and Chase Bank of Texas, National Association,
as trustee (the "Trustee") for the holders of the Subordinated Notes, entered
into an amendment to the indenture governing the Subordinated Notes. This
amendment provided the Company with the option to pay interest due on the
Subordinated Notes in kind, for any reason, through the second quarter of 2000.
In addition, certain financial and other covenants were amended. The amendment
also provided for a reduction in the exercise price per share of the
Subordinated Note Warrants from $10.45 per share to $3.50 per share and extended
the term of the Subordinated Note Warrants from seven to ten years.

     In February 2000, Brigham entered into another amendment to the terms of
the indenture governing the Subordinated Notes. In this amendment, the holders
of the Subordinated Notes waived the minimum consolidated interest coverage
ratio covenant through June 30, 2000 and adjusted subsequent levels under this
test. In addition, the amendment provides the Company with an extension of its
right to pay interest in kind through the issuance of additional Subordinated
Notes in lieu of cash through the third quarter of 2000 and potentially through
the fourth quarter of 2000 if certain conditions are met. In exchange for
granting these amendments, the Company (i) reset the price of the Subordinated
Note Warrants from a then current exercise price of $3.50 per share to $2.43 per
share, and (ii) granted to the holders of the Subordinated Notes a term
overriding royalty interest that provides for the limited right to receive 4%,
or 3% if certain conditions are met, of the Company's net production revenue to
reduce any outstanding Subordinated Notes issued as interest paid in-kind.
Payments made pursuant to the term overriding royalty interest will be recorded
as a reduction of the balance payable pursuant to the Subordinated Notes.

     Principal outstanding under the Subordinated Notes is due at maturity on
August 20, 2003. Interest on the Subordinated Notes is payable quarterly at
rates that vary depending upon whether accrued interest is paid in cash or "in
kind" through the issuance of additional Subordinated Notes. Interest is payable
in cash at interest rates of 12%, 13% and 14% per annum during years one through
three, year four and year five, respectively, of the term of the Subordinated
Notes; provided, however, that the Company may pay interest in kind for a
cumulative total of seven quarterly interest payments (potentially increasing to
eight if certain conditions are met) at interest rates of 13%, 14% and 15% per
annum during years one through three, year four and year five, respectively, of
the term of the Subordinated Notes. As of May 15, 2000, the Company had made a
cumulative total of five quarterly interest payments in kind and expects to make
at least the next two quarterly interest payments (due May 20, 2000 and August
20, 2000) in kind.

     The Subordinated Notes rank subordinate in right of payment to Senior
Indebtedness (as defined) and senior to all other financings (other than any
allowed capital leases and purchase money financings) of the Company. The
Subordinated Notes are secured by a second lien against substantially all of the
natural gas and oil properties and other tangible assets of the Company. The
Subordinated Notes may be prepaid at any time, in whole or in part, without
premium or penalty, provided that all partial prepayments must be pro rata to
the various holders of the Subordinated Notes. The Subordinated Notes were
issued pursuant to an indenture that contains certain covenants that, among
other things, limit the ability of the Company and its subsidiaries to incur
additional indebtedness, pay dividends, make distributions, enter into certain
sale and leaseback transactions, enter into certain transactions with
affiliates, dispose of certain assets, incur liens, reborrow funds utilized to
prepay the Senior Indebtedness and engage in most types of mergers and
consolidations.

     The indenture governing the Subordinated Notes has certain financial
covenants, including current and interest coverage ratios, as defined. The
Company and the holders of the Subordinated Notes effected the March 1999 and
February 2000 amendments to the indenture to enable the Company to comply with
certain financial covenants of the indenture, including the minimum current
ratio and the minimum interest coverage ratio, as defined. Should the Company be
unable to comply with certain of the financial covenants, the holders of the
Subordinated Notes may be unwilling to waive compliance or amend the covenants
in the future. In such instance, the Company's liquidity may be adversely
affected, which could in turn have an adverse impact on the Company's future
financial position and results of operations.

     At March 31, 2000 and May 15, 2000, the Company had $46.9 million,
respectively, principal amount of Subordinated Notes outstanding.

                                       21

<PAGE>

SALES OF INTERESTS IN PROJECTS AND NATURAL GAS AND OIL PROPERTIES

     DUKE PROJECT FINANCING. In February 1999, the Company 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, the Company conveyed 100% of its working interest (land and
seismic) in these project areas to a newly formed limited liability company (the
"Duke LLC") for total consideration of $10 million. The Company is the managing
member of the Duke LLC with a 1% interest, and Duke is the sole remaining member
with a 99% interest. Pursuant to the terms of the Duke LLC agreement, Brigham
pays 100% of the drilling and completion costs for all wells drilled by the 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 Duke LLC, subject in each
instance to proportionate reduction by any ownership rights held by third
parties. Upon 100% project payout, the Company has the right to back-in for 80%
of the 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 Duke LLC agreement, thereby increasing
the Company's effective working interest in the Duke LLC wells from 70% to 94%.
The Company believes this project financing arrangement to be beneficial as it
enabled Brigham to recoup substantially all of its pre-seismic land and seismic
data acquisition costs incurred in these project areas and provided capital to
fund the drilling of the first six wells within these projects.

     MID-1999 PROPERTY SALES. In June 1999, Brigham sold certain producing and
non-producing natural gas and oil properties located in its Anadarko Basin
province to two separate parties for a total of $17.1 million. The divested
properties were located in two fields operated by third parties - the Chitwood
Field in Grady County, Oklahoma (originally acquired by the Company for $13.4
million in the Chitwood Acquisition in November 1997), and the Red Deer Creek
Field in Roberts County, Texas. Brigham's independent reservoir engineers
estimated net proved reserve volumes attributable to the properties as of June
1, 1999 of approximately 36 Bcfe, of which 33% were classified as proved
developed producing reserves and 59% were natural gas. The Company estimated
that net production volumes from the divested properties were 2.8 MMcfe per day
at the time of the sales. The Company used the proceeds from these transactions
to reduce borrowings under its credit facility, which contributed to provide the
Company with $8 million in borrowing availability under its then existing credit
facility that was used to fund working capital needs and capital expenditures
during the second half of 1999. The effective date of each transaction was June
30, 1999.

EQUITY PLACEMENTS

     VERITAS EQUITY ISSUANCES. On March 30, 1999, the Company entered into an
agreement with Veritas DGC Land, Inc. to exchange 1,002,865 shares of newly
issued Brigham common stock valued at $3.50 per share for approximately $3.5
million of payment obligations due to Veritas in 1999 for certain seismic
acquisition and processing services previously performed. In addition, this
agreement provided for the payment by Brigham of up to $1 million in future
seismic processing services to be performed by Veritas in newly issued shares of
Brigham common stock valued at $3.50 per share, in the event that the Company
did not elect to pay for such services in cash. The settlement of these future
seismic processing services was determined on a quarterly basis through
September 30, 1999. Pursuant to this agreement, Brigham issued a total of
1,211,580 shares of common stock to Veritas to satisfy $4.2 million in aggregate
payment obligations due to Veritas for seismic acquisition and processing
services performed prior to 1999 and certain seismic processing services
performed during 1999.

     PRIVATE EQUITY PLACEMENT. 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 the Company's board of directors. The equity sale consisted of units that
included 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 will be used
to fund a portion of the Company's planned 2000 capital expenditures and working
capital obligations.

                                       22
<PAGE>

CASH FLOW ANALYSIS

     CASH FLOWS FROM OPERATING ACTIVITIES. Cash flows used by operating
activities were $3 million in the first quarter of 2000, which consisted of $2.5
million in net operating cash flow (total revenues less lease operating
expenses, production taxes, net general and administrative expenses and cash
interest expenses) and $5.4 million in cash flow used for working capital items.
This compares to cash flows provided by operating activities of $5.1 million in
the first quarter of 1999, which consisted of $1.3 million in net operating cash
flow and $3.8 million in cash flow provided by working capital items.

     CASH FLOWS FROM INVESTING ACTIVITIES. Cash flows used by investing
activities were $4.2 million in the first quarter of 2000 as compared with
$290,000 in the first quarter of 1999. This increase in net cash flows used by
investing activities was due to the combined effects of (i) reduced capital
expenditures in the current year quarter ($3.7 million) as compared with the
prior year period ($10.2 million), and (ii) $10 million of proceeds received
from the sales of interests in certain seismic projects during the first quarter
of 1999.

     CASH FLOWS FROM FINANCING ACTIVITIES. Cash flows provided by financing
activities were $6 million in the first quarter of 2000 as compared with cash
flows used by financing activities of $361,000 in the first quarter of 1999.
This increase in cash flows provided by financing activities resulted primarily
from a $2 million increase in borrowings under the Credit Facility and the
February 2000 placement of common stock and warrants that generated proceeds of
$4.5 million before transaction expenses.

CAPITAL EXPENDITURES

     Continuing its strategy implemented during 1999, Brigham intends to focus
substantially all of its efforts and available capital resources in 2000 to the
drilling and monetization of its highest grade prospects within its over 5,000
square mile inventory of 3-D seismic data. The Company's current 2000 capital
expenditure budget is estimated to be $25 million, which includes approximately
$20 million for drilling projects and $5 million for non-drilling activities
(primarily acreage acquisition and capitalized overhead costs). Brigham's
planned 2000 drilling program consists of a balanced blend of exploration and
development drilling projects with approximately 54% of budgeted drilling
expenditures targeted for exploratory prospects, 28% for development locations
and the remaining 18% for development locations that are contingent upon
drilling success during the year. In addition, the Company's 2000 budgeted
drilling expenditures have been allocated approximately 75% to its Gulf Coast
province and 25% to its Anadarko Basin province, concentrated within trends
where the Company has experienced exploration success to date. The Company
intends to fund these budgeted capital expenditures through a combination of
cash flow from operations, available borrowings under its senior credit facility
and the proceeds from its February 2000 private equity placement. Additionally,
the Company intends 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 the Company's active exploration and development activities, Brigham
has experienced and expects to continue to experience substantial working
capital requirements. While the Company believes that cash flow from operations
and borrowings under its senior credit facility should allow Brigham to finance
its planned operations through 2000 based on current conditions and
expectations, additional financing will be required in the future to fund the
Company's exploration and development activities. In the event additional
financing is not available, the Company may be required to curtail or delay its
planned activities.

OTHER MATTERS

HEDGING ACTIVITIES

     The Company believes that hedging, although not free of risk, allows the
Company to reduce its exposure to natural gas and oil sales price fluctuations
and thereby to achieve more predictable cash flows. However, hedging

                                       23
<PAGE>


arrangements, when utilized, limit the benefit to the Company of increases in
the prices of the hedged commodity. Moreover, the Company's hedging arrangements
apply only to a portion of its production and provide only partial price
protection against declines in commodity prices. The Company 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
the Company exchanges a floating market price for a fixed contract price. The
Company makes payments when the floating price exceeds the fixed price for a
contract month and the Company 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. The Company accounts for substantially all of these
transactions as hedging activities and, accordingly, adjusts the price received
for natural gas and oil production during the period the hedged transactions
occurred.

     In September 1999, Brigham sold call options on a portion of its future oil
and natural gas production. The Company 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 the Company's fixed natural gas swap price attributable to these
transactions is not reflected in reported revenues. Rather, it is reflected in
(i) other income (expense) on the income statement, and (ii) amortization of
deferred loss on derivatives instruments and market value adjustment for
derivatives instruments on the cash flow statement.

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

                                       24
<PAGE>



     The following tables summarize the Company's outstanding natural gas and
oil hedging arrangements as of May 15, 2000:

<TABLE>
<CAPTION>
NATURAL GAS HEDGES                                        2000                   2001                  2002
                                                 ----------------------  ---------------------  ---------------------
                                                                Average
                                                               Contract                Average              Average
                                                  Volumes       Price     Volumes     Contract    Volumes  Contract
                                     Monthly      Hedged        Price     Hedged        Price    Hedged     Price
                   Pricing Basis  Contract Term   (MMBtu)     ($/MMBtu)   (MMBtu)     ($/MMBtu)  (MMBtu)   ($/MMBtu)
                   ------------  --------------  -----------  ---------  ----------  ---------  --------  -----------
Fixed Price Swaps:

<S>                <C>           <C>              <C>           <C>        <C>         <C>             <C>        <C>
   Contract #1          ANR      November 1999 -  2,740,000     $2.1690    600,000     $2.0650         --         --
                     Oklahoma      April 2001

   Contract #2        Houston     April 2000 -    1,375,000     $2.1500    600,000     $2.1500         --         --
                   Ship Channel    April 2001

   Contract #3         TETCO      April 2000 -    1,375,000     $2.0575    600,000     $2.0575         --         --
                    South Texas    April 2001

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

<CAPTION>

CRUDE OIL HEDGES                                          2000                   2001                  2002
                                                 ----------------------  ---------------------  ---------------------
                                                                Average
                                                               Contract               Average              Average
                                                  Volumes       Price     Volumes    Contract    Volumes  Contract
                                     Monthly       Hedged        Price     Hedged      Price    Hedged     Price
                   Pricing Basis  Contract Term    (Bbls)       ($/Bbl)   (Bbls)      ($/Bbl)   (Bbls)     ($/Bbl)
                   ------------  --------------  -----------  ---------  ----------  ---------  --------  -----------

<S>                    <C>        <C>               <C>          <C>       <C>          <C>            <C>        <C>
Fixed Price Cap        NYMEX      October 1999 -    219,600      $27.40    109,200      $26.15         --         --
                                  December 2001

Fixed Price Floor      NYMEX      March 2000 -      183,600      $18.00    109,200      $17.36         --         --
                                  December 2001
</TABLE>


EFFECTS OF INFLATION AND CHANGES IN PRICES

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

ENVIRONMENTAL AND OTHER REGULATORY MATTERS

     The Company'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 natural gas and oil, 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 the Company 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
the Company is unable to predict the ultimate cost of compliance with these
requirements or their effect on its operations. Any suspensions, terminations or
inability to meet applicable bonding requirements could materially adversely
affect the Company's financial condition and operations. Although significant
expenditures may be required to comply with governmental laws and regulations
applicable to the Company, compliance has not had a material adverse effect on
the earnings or competitive position of the Company. Future regulations may add
to the cost of, or significantly limit, drilling activity.

                                       25
<PAGE>

YEAR 2000 ISSUE

     The Company has initially incurred no significant problems related to the
Year 2000 issue. However, the Company has not yet fully utilized all functions
and processes of its systems and accordingly cannot be sure that all its systems
will be free of Year 2000 issues. Also, the Company has no assurance that its
critical business partners, governmental agencies or other key third parties
have not incurred Year 2000 issues that may affect the Company.

RECENT ACCOUNTING PRONOUNCEMENTS

     In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." The Company must adopt SFAS No. 133, as
amended by SFAS No. 137, effective January 1, 2001. The Company is currently
assessing the impact adoption of this standard will have on its financial
statement presentation.

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 the Company anticipates drilling through 2000 and the Company's
financial position, business strategy and other plans and objectives for future
operations. Although the Company 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 the Company 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 the Company'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 the Company and its project participants,
government regulations and other factors detailed herein and in the Company's
1999 Form 10-K report and other SEC filings. All subsequent oral and written
forward looking statements attributable to the Company or persons acting on its
behalf are expressly qualified in their entirety by these factors. The Company
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, 1999 (see page 41 of Brigham's 1999 Form 10-K), Brigham provided a
discussion of its market risk. There were no material changes during the first
quarter of 2000 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 1999 Form 10-K report.

                                       26
<PAGE>


                           PART II - OTHER INFORMATION

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

     On February 22, 2000, Brigham announced that it entered into a series of
financing agreements to provide funding for its planned 2000 capital expenditure
program and working capital obligations. These transactions included: (i) a
restructuring of its senior credit facility to provide from $14 million to $19
million in borrowing availability, (ii) amendments to the terms of its senior
subordinated notes to provide for the restructured credit facility and
additional financial flexibility, and (iii) the issuance of $4.5 million of
common stock and warrants to purchase common stock in a private placement. No
underwriters were involved, and therefore no underwriting commissions or
discounts were paid in connection with the privately placed notes, common stock
and warrants. 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.

     AMENDED CREDIT FACILITY. On February 17, 2000, Brigham entered into an
amended senior credit facility with its existing lenders, Bank of Montreal and
Societe Generale, and a new lender, Shell Capital Inc. This amended facility
provides the Company with $70 million in borrowing availability for a three-year
term, an increase from the $56 million in availability under the existing
facility. If Brigham exceeds certain asset value and interest coverage tests in
the second or third quarters of 2000, the total borrowing availability under
this credit facility will increase to $75 million. Borrowings under the senior
credit facility in excess of $45 million are convertible into shares of Brigham
common stock in the following amounts: (i) the first $10 million of borrowings
is convertible at $3.90 per share, (ii) the second $10 million is convertible at
$6.00 per share and (iii) the final $10 million is convertible at $8.00 per
share. If the credit facility is repaid at maturity or is prepaid prior to
maturity without payment of cash premiums, the warrants issued to Shell Capital
to purchase Brigham common stock become exercisable. All borrowings under the
senior credit facility bear interest at annual rates of LIBOR plus 3.00%, or
approximately 8.875% based on current LIBOR rates. In addition, certain
financial covenants of the senior credit facility were amended or added. In
connection with this amendment, the Company has agreed to reset the price of the
warrants to purchase one million shares of Brigham common stock previously
issued to the Bank of Montreal and Societe Generale from a current exercise
price of $2.25 per share to $2.02 per share.

     AMENDED SENIOR SUBORDINATED NOTES. On February 17, 2000, Brigham entered
into an amendment to the terms of the indenture related to its outstanding
senior subordinated notes due 2003 (the "Notes"). In this amendment, the holders
of the Notes waived the minimum consolidated interest coverage ratio covenant
through June 30, 2000 and adjusted subsequent levels under this test. In
addition, the amendment to the Notes provides the Company with an extension of
its right to pay interest through the issuance of additional Notes in lieu of
cash (or "in-kind") through the third quarter of 2000 and potentially through
the fourth quarter of 2000 if certain conditions are met. In exchange for
granting these amendments, the Company (i) reset the price of the warrants to
purchase one million shares of Brigham common stock previously issued to the
holders of the Notes from a then current exercise price of $3.50 per share to
$2.43 per share, and (ii) granted to the holders of the Notes a term overriding
royalty interest that provides for the limited right to receive 4%, or 3% if
certain conditions are met, of the Company's net production revenue to reduce
any outstanding Notes issued as interest paid in-kind.

     PRIVATE EQUITY PLACEMENT. 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 the Company's board of directors. The equity sale consists 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.

                                       27
<PAGE>



ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K

          (a)  Exhibits:

                  27       Financial Data Schedule

          (b)  Reports on Form 8-K:

     The Company filed a report on Form 8-K on February 29, 2000, to report the
announcement on February 22, 2000, that it had entered into a series of
financing agreements that provide funding for its planned 2000 capital
expenditure program and working capital obligations. These transactions included
(i) a restructuring of its senior credit facility to provide from $14 million to
$19 million in borrowing availability, (ii) amendments to the terms of its
senior subordinated notes to provide for the restructured credit facility and
additional financial flexibility, and (iii) the issuance of $4.5 million of
common stock and warrants to purchase common stock in a private placement. The
Form 8-K included a copy of the Company's press release that provided this
announcement.

     The Company filed a report on Form 8-K on March 9, 2000, to report the
announcements on March 7, 2000, of (i) initial production results from two wells
completed in its Gulf Coast exploration projects, and (ii) its proved reserve
estimates as of December 31, 1999, finding costs and drilling results for 1999,
capital budget for 2000, and operational and financial results for the fourth
quarter and fiscal year ended December 31, 1999. The Form 8-K included copies of
the Company's press releases that provided these announcements.

                                       28
<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 15, 2000.

                                   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
                                          Chief Financial Officer



                                       29
<PAGE>




                                INDEX TO EXHIBITS

EXHIBIT
  NO.                             DESCRIPTION