<PAGE>   1
================================================================================

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

                                    FORM 10-Q

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


               For the quarterly period ended September 30, 1997

                                       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
                               Bldg. 2, Suite 500
                               Austin, Texas 78730
                                 (512) 427-3300

 (Name, 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 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 October 31, 1997, 12,253,574 shares of Common Stock, $.01 per share, were
outstanding.

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


<PAGE>   2



                           BRIGHAM EXPLORATION COMPANY

                                      INDEX

<TABLE>
<CAPTION>
                                                                                               PAGE
PART I.       FINANCIAL INFORMATION:                                                          NUMBER
                                                                                              ------


<S>          <C>                                                                                <C>
Item 1.       Unaudited Condensed Consolidated Financial Statements

              a)   Balance Sheets - December 31, 1996 and
                      September 30, 1997                                                         1

              b)   Statements of Operations - Three and nine months ended
                      September 30, 1996 and 1997                                                2

              c)   Statements of Cash Flows - Nine months ended
                      September 30, 1996 and 1997                                                3

              d)   Statement of Changes in Stockholders' Equity -
                      September 30, 1997                                                         4

              e)   Notes to Consolidated Financial Statements                                  5 - 7

Item 2.       Management's Discussion and Analysis of Results of
                   Operations and Financial Condition                                         8 - 10


PART II.      OTHER INFORMATION:

Item 5.       Other Information                                                                 11

Item 6.       Exhibits and Reports on Form 8-K                                                11 - 12
</TABLE>

<PAGE>   3

PART I.         FINANCIAL INFORMATION:

Item 1.        Financial Statements

                           BRIGHAM EXPLORATION COMPANY

                        UNAUDITED CONDENSED CONSOLIDATED
                                 BALANCE SHEETS
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                                   December 31,          September 30,
                                                                                       1996                  1997
                                                                                 -----------------     ------------------
                                                                                  (Predecessor)            (Company)

                                     ASSETS
<S>                                                                              <C>                   <C>              
Current assets:
     Cash and cash equivalents                                                   $          1,447      $           5,410
     Accounts receivable                                                                    2,696                  3,738
     Prepaid expenses                                                                         152                    402
                                                                                 -----------------     ------------------
         Total current assets                                                               4,295                  9,550
                                                                                 -----------------     ------------------

Natural gas and oil properties, at cost, net                                               28,005                 51,774
Other property and equipment, at cost, net                                                    532                  1,171
Drilling advances paid                                                                        419                    384
Other noncurrent assets                                                                       363                    183
                                                                                 =================     ==================
                                                                                 $         33,614      $          63,062
                                                                                 =================     ==================

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Accounts payable                                                            $          2,937      $           2,777
     Accrued drilling costs                                                                   915                  4,237
     Participant advances received                                                          1,137                  3,416
     Other current liabilities                                                                628                    554
                                                                                 -----------------     ------------------
         Total current liabilities                                                          5,617                 10,984
                                                                                 -----------------     ------------------

Notes payable                                                                               8,000                  8,000
Subordinated notes payable - related party                                                 16,000                      -
Other noncurrent liabilities                                                                  753                    268
Deferred income tax liability                                                                   -                  4,803

Stockholders' equity:
     Predecessor capital                                                                    3,244                      -
     Preferred stock, $.01 par value, 10 million shares
         authorized, none issued and outstanding                                                -                      -
     Common stock, $.01 par value, 30 million shares
         authorized, 12,253,574 issued and outstanding                                          -                    123
     Additional paid-in capital                                                                 -                 40,559
     Unearned stock compensation                                                                -                 (1,501)
     Accumulated deficit                                                                        -                   (174)
                                                                                 -----------------     ------------------
         Total stockholders' equity                                                         3,244                 39,007
                                                                                 -----------------     ------------------
                                                                                 $         33,614      $          63,062
                                                                                 =================     ==================
</TABLE>



                See accompanying notes to the unaudited condensed
                       consolidated financial statements.



                                        1




<PAGE>   4

                           BRIGHAM EXPLORATION COMPANY

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

<TABLE>
<CAPTION>
                                                               Three Months                          Nine Months
                                                            Ended September 30,                  Ended September 30,
                                                      --------------------------------     --------------------------------
                                                           1996             1997                1996             1997
                                                      --------------    --------------     --------------    --------------
                                                      (Predecessor)       (Company)        (Predecessor)       (Company)
<S>                                                   <C>               <C>                <C>               <C>          

Revenues:
     Natural gas and oil sales                        $       1,509     $       2,097      $       4,244     $       5,951
     Workstation revenue                                        166               133                458               457
                                                      --------------    --------------     --------------    --------------
                                                              1,675             2,230              4,702             6,408
                                                      --------------    --------------     --------------    --------------

Costs and expenses:
     Lease operating                                            169               317                525               787
     Production taxes                                            92               120                247               339
     General and administrative                                 482               995              1,535             2,450
     Amortization of stock compensation                           -                86                  -               201
     Depletion of natural gas and oil properties                622               713              1,919             2,108
     Depreciation and amortization                              123                59                368               231
                                                      --------------    --------------     --------------    --------------
                                                              1,488             2,290              4,594             6,116
                                                      --------------    --------------     --------------    --------------
         Operating income (loss)                                187               (60)               108               292
                                                      --------------    --------------     --------------    --------------

Other income (expense):
     Interest income                                             14                41                 39               122
     Interest expense                                          (122)              (87)              (223)             (459)
     Interest expense - related party                          (200)                -               (600)             (173)
                                                      --------------    --------------     --------------    --------------
                                                               (308)              (46)              (784)             (510)
                                                      --------------    --------------     --------------    --------------

Net loss before income taxes                                   (121)             (106)              (676)             (218)

Income tax benefit (expense):
     Income tax provision                                         -                10                  -               197
     Deferred income tax charge                                   -                 -                  -            (5,000)
                                                      ==============    ==============     ==============    ==============
     Net loss                                         $        (121)    $         (96)     $        (676)    $      (5,021)
                                                      ==============    ==============     ==============    ==============
     Net loss per common share                                          $       (0.01)
                                                                        ==============
     Weighted average number of common
       shares outstanding                                                       12,495
                                                                        ==============
Unaudited pro forma information:
     Pro forma net loss                               $         (54)                       $        (380)    $      (5,021)
                                                      ==============                       ==============    ==============
     Pro forma, as adjusted, net loss                 $         (54)                       $        (380)    $         (21)
                                                      ==============                       ==============    ==============
     Pro forma net loss                                                                 
         per common share                             $       (0.01)                       $       (0.04)    $       (0.46)
                                                      ==============                       ==============    ==============
     Pro forma, as adjusted, net loss                                                   
         per common share                             $       (0.01)                       $       (0.04)    $       (0.00)
                                                      ==============                       ==============    ==============
     Pro forma weighted average number of                                               
         common shares outstanding                            9,170                                9,170            10,928
                                                      ==============                       ==============    ==============
</TABLE>



                See accompanying notes to the unaudited condensed
                       consolidated financial statements.



                                        2





<PAGE>   5


                           BRIGHAM EXPLORATION COMPANY

                        UNAUDITED CONDENSED CONSOLIDATED
                            STATEMENTS OF CASH FLOWS
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                                       Nine                  Nine
                                                                                   Months Ended          Months Ended
                                                                                  September 30,          September 30,
                                                                                       1996                  1997
                                                                                 -----------------     ------------------
                                                                                  (Predecessor)            (Company)
<S>                                                                              <C>                   <C>               
Cash flows from operating activities:
     Net loss                                                                    $           (676)     $          (5,021)
     Adjustments to reconcile net loss to cash
      provided by operating activities:
         Depletion of natural gas and oil properties                                        1,919                  2,108
         Depreciation and amortization                                                        368                    231
         Amortization of stock compensation                                                     -                    201
         Changes in working capital and other items                                         2,444                  5,391
                                                                                 -----------------     ------------------
                Net cash provided by operating activities                                   4,055                  2,910
                                                                                 -----------------     ------------------

Cash flows from investing activities:
     Additions to natural gas and oil properties                                           (7,957)               (22,325)
     Proceeds from the sale of natural gas and oil properties                               2,149                      -
     Additions to other property and equipment                                                (34)                  (456)
     (Increase) decrease in drilling advances paid                                           (684)                    35
                                                                                 -----------------     ------------------
                Net cash used by investing activities                                      (6,526)               (22,746)
                                                                                 -----------------     ------------------

Cash flows from financing activities:
     Proceeds from issuance of common stock                                                     -                 23,927
     Increase in notes payable                                                              5,600                 13,250
     Repayment of notes payable                                                                 -                (13,250)
     Principal payments on capital lease obligations                                         (199)                  (128)
                                                                                 -----------------     ------------------
                Net cash provided by financing activities                                   5,401                 23,799
                                                                                 -----------------     ------------------

Net increase in cash and cash equivalents                                                   2,930                  3,963

Cash and cash equivalents, beginning of period                                              1,802                  1,447
                                                                                 =================     ==================
Cash and cash equivalents, end of period                                         $          4,732      $           5,410
                                                                                 =================     ==================
</TABLE>






                See accompanying notes to the unaudited condensed
                       consolidated financial statements.



                                        3

<PAGE>   6


                           BRIGHAM EXPLORATION COMPANY

                        UNAUDITED CONDENSED CONSOLIDATED
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                        (in thousands, except share data)



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


Balance,                           -   $      -   $        -   $          -  $          -   $    3,244   $    3,244
   December 31, 1996

Consummation of
   the Exchange            8,928,574         90       19,580              -             -       (3,244)      16,426
Issuance of stock
   options                         -          -        1,932         (1,932)            -            -            -
Issuance of common
   stock                   3,325,000         33       23,894              -             -            -       23,927
Net loss for
   period ended
   February 27, 1997               -          -       (4,847)             -             -            -       (4,847)
Net loss for
   period from
   February 27, 1997
   to September 30, 1997           -          -            -              -          (174)           -         (174)
Amortization of
   unearned stock
   compensation                    -          -            -            431             -            -          431

                          -----------  ---------  -----------  ------------- -------------  -----------  -----------
Balance,
   September 30, 1997     12,253,574   $    123   $   40,559   $     (1,501) $       (174)  $        -   $   39,007
                          ===========  =========  ===========  ============= =============  ===========  ===========
</TABLE>




                See accompanying notes to the unaudited condensed
                       consolidated financial statements.




                                        4


<PAGE>   7

                           BRIGHAM EXPLORATION COMPANY

                        NOTES TO THE UNAUDITED CONDENSED
                        CONSOLIDATED FINANCIAL STATEMENTS


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 "Partnership"). Brigham, Inc. is a Texas
       corporation whose only asset is its ownership interest in the
       Partnership. The Partnership was formed in May 1992 to explore and
       develop onshore domestic natural gas and oil properties using 3-D seismic
       imaging and other advanced technologies. Since its inception, the
       Partnership has focused its exploration and development of natural gas
       and oil properties in the Permian and Hardeman Basins of West Texas, the
       Anadarko Basin and the onshore Gulf Coast.

       Pursuant to an exchange agreement dated February 26, 1997 (the "Exchange
       Agreement") and upon the initial filing on February 27, 1997 of a
       registration statement with the Securities and Exchange Commission for
       the public offering of common stock (the "Offering"), the shareholders of
       Brigham, Inc. transferred all of the outstanding stock of Brigham, Inc.
       to the Company in exchange for 3,859,821 shares of common stock of the
       Company. Pursuant to the Exchange Agreement, the Partnership's other
       general partner and the limited partners also transferred all of their
       partnership interests to the Company in exchange for 3,314,286 shares of
       common stock of the Company. Furthermore, the holders of the
       Partnership's subordinated convertible notes transferred these notes to
       the Company in exchange for 1,754,464 shares of common stock. These
       transactions are referred to as the "Exchange." In completing the
       Exchange, the Company issued 8,928,571 shares of common stock to the
       stockholders of Brigham, Inc., the partners of the Partnership and the
       holder of the Partnership's subordinated notes payable. As a result of
       the Exchange, the Company now owns all the partnership interests in the
       Partnership.

       In May 1997, the Company sold 3,325,000 shares of its common stock in the
       Offering at a price of $8.00 per share. With a portion of the proceeds
       from the Offering, the Company repaid the outstanding borrowings, $13.3
       million, under the Partnership's revolving credit facility.

2.     BASIS OF PRESENTATION

       The unaudited condensed consolidated balance sheets at December 31, 1996
       and September 30, 1997 reflect the accounts of the Partnership at
       December 31, 1996 and the consolidated accounts of the Company at
       September 30, 1997, respectively. The unaudited condensed consolidated
       statements of operations and of cash flows for the nine months ended
       September 30, 1996 and 1997 include the results of operations and cash
       flows of the Partnership for the nine months ended September 30, 1996 and
       the period from January 1, 1997 to February 27, 1997 and for the Company
       the period from February 25, 1997, the date of its inception, to
       September 30, 1997. As the Exchange was the conversion of a partnership
       into a corporation, the Exchange has been accounted for by the Company as
       a reorganization.

       The accompanying consolidated financial statements are unaudited, and in
       the opinion of management, reflect all adjustments that are necessary for
       a fair presentation of the financial position and results of operations
       for the periods presented. All such adjustments are of a normal and
       recurring nature. The results of operations for the periods presented are
       not necessarily indicative of the results to be expected for the entire
       year. The unaudited condensed consolidated financial statements should be
       read in conjunction with the Predecessors' historical consolidated
       financial statements and notes thereto as of and for the period ended
       December 31, 1996 as included in the Company's Registration Statement on
       Form S-1 (333-22491) filed with the Securities and Exchange Commission.



                                        5

<PAGE>   8


                           BRIGHAM EXPLORATION COMPANY

                        NOTES TO THE UNAUDITED CONDENSED
                        CONSOLIDATED FINANCIAL STATEMENTS


3.     UNAUDITED PRO FORMA INFORMATION

       The Partnership's legal form has no relation to the capital structure of
       the Company after the Exchange. As a result, historical loss per unit
       amounts are not relevant and have not been presented. Pro forma net loss
       per common share and pro forma, as adjusted, net loss per common share
       are presented giving effect to the number of shares outstanding
       subsequent to the Exchange (8,928,574 shares) and giving effect to
       employee stock options granted on March 4, 1997, as if these shares and
       options had been issued at the beginning of each period presented. The
       effect of the stock option grants on pro forma net loss per common share
       and pro forma, as adjusted, net loss per common share was calculated
       using the treasury stock method.

       Pro forma net loss reflects pro forma exchange adjustments primarily
       representing the amortization of compensation expense related to employee
       stock options granted upon formation of the Company, the reduction of
       interest expense related to the transfer of the subordinated notes
       payable to the Company as part of the Exchange, and related income tax
       effects. In addition to the effect of these pro forma adjustments, pro
       forma, as adjusted, net loss has been adjusted to exclude the $5.0
       million deferred tax charge recorded by the Company on February 27, 1997
       (see Note 4), as this was a nonrecurring charge related to the Exchange.

4.     INCOME TAXES

       Prior to the consummation of the Exchange, the Partnership was not
       subject to federal income taxes. Income and losses were passed through to
       its partners on the basis of the allocation provisions established by the
       partnership agreement. Upon consummation of the Exchange, the Partnership
       became subject to federal income taxes through its ownership by the
       Company. Also, in conjunction with the Exchange, the Company recorded a
       deferred income tax liability of $5.0 million to recognize the temporary
       differences between the financial statement and tax bases of the assets
       and liabilities of the Partnership at the Exchange date, February 27,
       1997, given the provisions of enacted tax laws.

5.     FUTURE REPORTING REQUIREMENTS

       In February 1997, the Financial Accounting Standards Board issued
       Statement of Financial Accounting Standards No. 128 ("SFAS 128"),
       Earnings Per Share ("EPS"). SFAS 128 replaces the presentation of primary
       EPS with a presentation of basic EPS and requires a dual presentation of
       basic and diluted EPS on the face of the income statement for all
       entities with complex capital structures. Basic EPS excludes dilutive
       securities and is computed by dividing income available to common
       shareholders by the weighted-average number of common shares outstanding
       for the period. Diluted EPS reflects the potential dilution that could
       occur if dilutive securities were converted into common stock and is
       computed similarly to fully diluted EPS pursuant to previous accounting
       pronouncements. SFAS 128 is effective for periods ending after December
       15, 1997, including interim periods, and earlier application is not
       permitted. SFAS 128 requires restatement of all prior period EPS data
       presented.

       For the nine months ended September 30, 1996 and 1997, the Company
       reported pro forma net loss per common share of $0.04 per share and $0.46
       per share, respectively. Under SFAS 128, basic pro forma net loss per
       common share for the respective periods would have been $0.04 and $0.47,
       respectively, and diluted pro forma net loss per common share would have
       been $0.04 and $0.46, respectively.



                                        6

<PAGE>   9


                           BRIGHAM EXPLORATION COMPANY

                        NOTES TO THE UNAUDITED CONDENSED
                        CONSOLIDATED FINANCIAL STATEMENTS

6.     SUBSEQUENT EVENT

       On November 12, 1997, the Company closed an acquisition of certain
       producing properties; these properties were formerly owned by Mobil and
       were recently acquired by Ward Petroleum. The Company paid $13.4 million
       for a 50% interest in the properties.





                                        7


<PAGE>   10

                           BRIGHAM EXPLORATION COMPANY

Item 2.  Management's Discussion and Analysis of Results of Operations and 
Financial Condition

Results of Operations

Comparison of three month periods ended September 30, 1996 and September 30, 
1997

         Natural gas and oil sales. Natural gas and oil sales increased 39% from
$1.5 million in the third quarter of 1996 to $2.1 million in the third quarter
of 1997. Of this net increase, $755,000 was attributable to an increase in
production, partially offset by $167,000 attributable to a decrease in the
average sales price for natural gas and oil. Production volumes for natural gas
increased 60% from 207,000 Mcf in the third quarter of 1996 to 330,000 Mcf in
the third quarter of 1997. The average price received for natural gas decreased
5% from $2.20 per Mcf in the third quarter of 1996 to $2.10 per Mcf in the third
quarter of 1997. Production volumes for oil increased 44% from 53,000 Bbls in
the third quarter of 1996 to 76,000 Bbls in the third quarter of 1997. The
average price received for oil decreased 8% from $20.03 per Bbl in the third
quarter of 1996 to $18.53 per Bbl in the third quarter of 1997. Natural gas and
oil sales were increased by production from wells completed since the third
quarter of 1996 partially offset by the natural decline of existing production.

         Lease operating expenses. Lease operating expense increased 88% from
$169,000 ($.32 per Mcfe) in the third quarter of 1996 to $317,000 ($.40 per
Mcfe) in the third quarter of 1997. This increase is primarily due to an
increase in the number of producing wells and certain extraordinary well
operations costs.

         General and administrative expenses. General and administrative
expenses increased 106% from $482,000 ($.92 per Mcfe) in the third quarter of
1996 to $995,000 ($1.27 per Mcfe) in the third quarter of 1997. The increase is
a result of payroll costs related to additional employees and charges related to
the relocation of the principal executive offices to Austin, Texas. Certain of
the additional employees have been hired to extend the Company's control of its
drilling and post drilling operations.

         Depletion of natural gas and oil properties. Depletion of natural gas
and oil properties increased 15% from $622,000 ($1.19 per Mcfe) in the third
quarter of 1996 to $713,000 ($.91 per Mcfe) in the third quarter of 1997 as a
result of higher production volumes.

         Interest expense. Interest expense decreased 73% from $322,000 in the
third quarter of 1996 to $87,000 in the third quarter of 1997. This decrease was
due to a lower average outstanding balance in the third quarter of 1997 offset
partially by a higher effective interest rate. The weighted average outstanding
debt balance decreased 89% from $21.0 million in the third quarter of 1996 to
$2.37 million in the third quarter of 1997. The effective interest rate
increased 86% from 5.9% in the third quarter of 1996 to 10.9% in the third
quarter of 1997. The decrease in the average outstanding balance was a result of
the exchange of the RIMCO 5% subordinated notes in February 1997 and the
repayment of the entire outstanding revolving credit facility with the proceeds
from the IPO in May 1997. The revolving credit facility had an effective
interest rate of 8.5% at September 30, 1997.

Comparison of nine month periods ended September 30, 1996 and September 30, 1997

         Natural gas and oil sales. Natural gas and oil sales increased 40% from
$4.2 million in the first nine months of 1996 to $6.0 million in the first nine
months of 1997. Of this increase, $1.5 million or 86% was attributable to an
increase in production, and $236,000 or 14% was attributable to an increase in
the average sales price for natural gas and oil. Production volumes for natural
gas increased 59% from 495,000 Mcf in the first nine months of 1996 to 788,000
Mcf in the first nine months of 1997. The average price received for natural gas
increased 12% from $2.14 per Mcf in the first nine months of 1996 to $2.40 per
Mcf in the first nine months of 1997. Production volumes for oil increased 22%
from 166,000 Bbls in the first nine months of 1996 to 203,000 Bbls in the first
nine months of 1997. The average price received for oil increased 4% from $19.21
per Bbl in the first nine months of 1996 to $19.99




                                        8

<PAGE>   11



per Bbl in the first nine months of 1997. Natural gas and oil sales were
increased by production from wells completed since the first nine months of 1996
partially offset by the natural decline of existing production. Natural gas and
oil sales in the first nine months of 1996 include one month of production
related to certain properties sold at the end of January 1996.

         Lease operating expenses. Lease operating expense increased 50% from
$525,000 ($.35 per Mcfe) in the first nine months of 1996 to $787,000 ($.39 per
Mcfe) in the first nine months of 1997. This increase is primarily due to an
increase in the number of producing wells.

         General and administrative expenses. General and administrative
expenses increased 60% from $1.5 million ($1.03 per Mcfe) in the first nine
months of 1996 to $2.5 million ($1.22 per Mcfe) in the first nine months of
1997. The increase is a result of payroll costs related to additional employees
and charges related to the relocation of the principal executive offices to
Austin, Texas.

         Depletion of natural gas and oil properties. Depletion of natural gas
and oil properties increased 10% from $1.9 million ($1.29 per Mcfe) in the first
nine months of 1996 to $2.1 ($1.05 per Mcfe) in the first nine months of 1997 as
a result of higher production volumes.

         Interest expense. Interest expense decreased 23% from $823,000 in the
first nine months of 1996 to $632,000 in the first nine months of 1997. This
decrease was primarily due to to a lower average outstanding balance offset
partially by a higher effective interest rate. The weighted average outstanding
debt balance decreased 58% from $18.7 million in the first nine months of 1996
to $7.9 million in the first nine months of 1997. The effective interest rate
increased 79% from 5.6% in the first nine months of 1996 to 10.0% in the first
nine months of 1997. The increase in the effective interest rate is a result of
the exchange of the RIMCO 5% subordinated notes in February 1997 and the
increase in the balance outstanding under the revolving credit facility in 1997.

         Income taxes. Prior to consummation of the Exchange, the Partnership
was not subject to federal income taxes. Income and losses were passed through
to its partners on the basis of the allocation provisions established by the
partnership agreement. Upon consummation of the Exchange, the Partnership became
subject to federal income taxes through its ownership by the Company. Also in
conjunction with the Exchange, the Company recorded a deferred income tax
liability of $5 million to recognize the temporary differences between the
financial statement and tax bases of the assets and liabilities of the
Partnership at the Exchange date, February 27, 1997, given the provisions of
enacted laws.

Liquidity and Capital Resources

         The Company's primary sources of capital have been borrowings
(revolving credit facility and private placement debt), working capital and the
sale of interests in projects. During May 1997, as described in Note 1 to the
Unaudited Condensed Consolidated Financial Statements included herein, the
Company completed an initial public offering of Common Stock of the Company that
generated proceeds of approximately $24 million, net of offering costs, that was
used to repay all outstanding debt ($13.25 million) under the revolving credit
facility and to fund capital expenditures.

         In the first nine months of 1997, cash flow provided by operations was
$2.9 million primarily as a result of an increase in natural gas and oil
revenues, net of production taxes, lease operating expenses and general and
administrative expenses. Cash flow used in investing activities was $22.8
million in the first nine months of 1997 primarily as a result of capital
expenditures. Cash flow provided by financing activities was $23.8 million in
the first nine months of 1997 primarily as a result of the proceeds from the IPO
in May 1997. On November 12, 1997, the Company financed the acquisition of $13.4
million of producing properties through the Company's existing revolving credit
facility.



                                        9

<PAGE>   12


         The Company expects to continue its exploration and production
activities during the remainder of 1997 and expects to finance those activities
with proceeds from the initial public offering, borrowings under the revolving
credit facility and cash flow from operations.

Forward Looking Information

         The Company may make forward looking statements, oral or written,
including statements in this report, press releases and other filings with the
SEC, relating to the Company's drilling plans, its potential drilling locations,
capital expenditures, use of offering proceeds, the ability of expected sources
of liquidity to support working capital and capital expenditure requirements and
the Company's financial position, business strategy and other plans and
objectives for future operations. Such statements involve risks and
uncertainties, including those relating to the Company's dependence on
exploratory drilling activities, the volatility of natural gas and oil prices,
the risks associated with growth (including the risk of reduced availability of
seismic gathering and drilling services in the face of growing demand), the
substantial capital requirements of the Company's exploration and development
projects, operating hazards and uninsured risks and other factors detailed in
the Company's registration statement and other filings with the SEC. All
subsequent oral and written forward looking statements attributable to the
Company are expressly qualified in their entirety by these factors. The Company
assumes no obligation to update these statements.



                                       10



<PAGE>   13

PART II.      OTHER INFORMATION:

Item 5.       Other Information

     On November 12, 1997, the Company closed an acquisition of certain
producing properties in Grady County, Oklahoma; these properties were formerly
owned by Mobil and were recently acquired by Ward Petroleum. The Company paid
$13.4 million for a 50% interest in the properties. The properties, which are
located at the northern end of the prolific Carter Knox anticline in the
Company's Anadarko Basin Core Province, include approximately 21.3 Bcfe of net
proved reserves, a large portion of which is non-producing, 3,600 net acres of
leasehold, and 750 net mineral acres. In addition, the Company will operate a
3-D seismic program over approximately 20 square miles to delineate upside
potential in the Big Four, Springer, Bromide, and Arbuckle formations. Ward
Petroleum will operate the drilling phase, and is currently implementing a
development program. The acquisition will be financed through the Company's
existing revolving credit facility with Bank One, Texas, NA.

Item 6.       Exhibits and Reports on Form 8-K

              (a)  Exhibits

                   11.1    Computation of Earnings per Share

                   27      Financial Data Schedule


                                   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, in the City of Austin, State of Texas,
on the 13th day of November, 1997.

                                 BRIGHAM EXPLORATION COMPANY


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



                              By: /s/ CRAIG M. FLEMING
                                 -----------------------------------------------
                                 Craig M. Fleming
                                 Chief Financial Officer




                                       11

<PAGE>   14

<TABLE>
<CAPTION>
                                                            SEQUENTIALLY
EXHIBIT                                                       NUMBERED
  NO.                  INDEX TO EXHIBITS                        PAGE
-------                -----------------                    ------------
<S>                    <C>                                   <C>
 11.1                  Computation of Earnings per Share      Tabbed by
                                                               Exhibit
 27                    Financial Data Schedule                  No.
</TABLE>


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