##### Table of Contents



As filed with the Securities and Exchange Commission on
    May 9, 2007
 Registration
    No.
   UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
     Form S-4
 REGISTRATION
    STATEMENT
 UNDER
 THE SECURITIES ACT OF
    1933
     Brigham Exploration
    Company
 For Co-Registrants, See Table of
    Co-Registrants.
 (Exact name of registrant as
    specified in its charter)
      Delaware

1311

75-2692967(State or other jurisdiction
    of
    incorporation or organization)

(Primary Standard Industrial
    Classification Number.)

(I.R.S. Employer
    Identification No.)   6300 Bridge Point 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)

Ben M. Brigham
    6300 Bridge Point Parkway
    Building Two, Suite 500
    Austin, Texas 78730
    (512) 427-3300(Name, address,
    including zip code, and telephone
    number, including area code, of agent for
    service)       Copies to:
  Joe Dannenmaier
 Thompson & Knight L.L.P.
 1700 Pacific Avenue, Suite 3300
 Dallas, Texas 75201
      Approximate date of commencement of proposed sale to the
    public:
  o
  o
  o
  CALCULATION
    OF REGISTRATION FEE
  Proposed Maximum


Proposed Maximum


Amount ofTitle of Each Class of


Amount to be


Offering


Aggregate


RegistrationSecurities to be Registered


Registered


Price per Unit


Offering Price(1)


Fee95/8% Senior
    Notes due 2014


$35,000,000


100%


$35,000,000


$1,074.50Guarantee of
    95/8% Senior
    Notes due 2014





N/A


N/A


(2)   (1)
    
    Estimated solely for the purpose of
    calculating the registration fee pursuant to Rule 457(f) of
    the rules and regulations under the Securities Act of 1933, as
    amended.(2)
    
    Pursuant to Rule 457(n) of the
    rules and regulations under the Securities Act of 1933, as
    amended, no separate fee for the guarantees is payable.  The Registrants hereby amend this Registration Statement on
    such date or dates as may be necessary to delay its effective
    date until the Registrants shall file a further amendment which
    specifically states that this registration statement shall
    thereafter become effective in accordance with Section 8(a)
    of the Securities Act of 1933 or until this Registration
    Statement shall become effective on such date as the Commission,
    acting pursuant to such Section 8(a), may determine.
  TABLE OF
    CO-REGISTRANTS
    Exact Name as Specified


Jurisdiction of Incorporation


I.R.S. Employerin Their Charters


or Organization


Identification NumberBrigham Oil & Gas,
    L.P.


Delaware


75-2429186Brigham, Inc.


Nevada


75-2354099   (512) 427-3300




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##### Table of Contents



The
information in this prospectus is not complete and may be
changed. We may not consummate the exchange offer until the
registration statement filed with the Securities and Exchange
Commission is effective. This prospectus is not an offer to sell
or exchange these securities and it is not soliciting an offer
to acquire or exchange these securities in any jurisdiction
where the offer, sale or exchange is not permitted.  SUBJECT TO COMPLETION, DATED
    MAY 9, 2007
  PROSPECTUS
 $35,000,000
  
  95/8% Senior
    Notes due 2014
  Offer to Exchange all of Our
    Outstanding
    95/8% Senior
    Notes
 due 2014 for
    95/8% Senior
    Notes due 2014, Which
 Have Been Registered Under the
    Securities Act of 1933
      The
    Exchange Offer
  5 8 5 8
  
    Our offer to exchange the outstanding notes for the exchange
    notes expires at 5:00 p.m., New York City time,
    on          ,
    unless we extend the offer.
    You should carefully review the procedures for tendering the
    outstanding notes beginning on page 27 of this prospectus.
    If you do not follow these procedures, we may not exchange your
    outstanding notes for exchange notes.
    We will not receive any proceeds from the exchange offer.
    If you do not tender your outstanding notes, you will continue
    to hold unregistered securities and your ability to transfer
    them could be adversely affected.
    You may withdraw tendered outstanding notes at any time before
    the expiration of the exchange offer.  The
    Exchange Notes
      You should read the section titled Risk Factors
    beginning on page 11 for a discussion of specific factors
    that you should consider before participating in this exchange
    offer.




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##### 



TABLE OF
    CONTENTS
  PROSPECTUS
    SUMMARY


1RISK
    FACTORS


11SPECIAL
    NOTE REGARDING FORWARD-LOOKING STATEMENTS


25USE OF
    PROCEEDS


26SELECTED
    CONSOLIDATED FINANCIAL DATA


27DESCRIPTION OF
    OTHER INDEBTEDNESS


29THE EXCHANGE
    OFFER


30DESCRIPTION OF THE
    EXCHANGE NOTES


39MATERIAL UNITED STATES FEDERAL TAX
    CONSIDERATIONS


88PLAN OF
    DISTRIBUTION


94LEGAL
    MATTERS


95EXPERTS


95INDEPENDENT
    PETROLEUM ENGINEERS


95WHERE YOU CAN FIND
    MORE INFORMATION


95INCORPORATION OF
    DOCUMENTS BY REFERENCE


95Opinion of Thompson & Knight LLPStatement re Ratio of Earnings to Fixed ChargesConsent of PricewaterhouseCoopers LLPConsent of KPMG LLPConsent of Cawley Gillespie & Associates, Inc.Form of Letter of TransmittalForm of Notice of Guaranteed DeliveryForm of Letter to Registered Holders and DTC ParticipantsForm of Client LetterForm of Exchange Agent Agreement    To ensure timely delivery you should make your request at
    least five business days before the date upon which you must
    make your investment decision. See Where You Can Find More
    Information for further information regarding this
    important business and financial information.




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##### Table of Contents



PROSPECTUS
    SUMMARY  This summary highlights selected information from this
    prospectus. It does not contain all of the information you
    should consider in making an investment in the exchange notes.
    You should pay special attention to the Risk Factors
    section of this prospectus to determine whether an investment in
    the exchange notes is appropriate for you. In addition, certain
    statements in this prospectus include forward-looking
    information that involve risks and uncertainties. See
    Forward-Looking Statements. Unless the context
    otherwise requires, all references to Brigham,
    we, us, and our refer to
    Brigham Exploration Company and its subsidiaries.
  Our
    Company
  3-D
        At December 31,2006


2006%


Productive


3-D


AverageProved


Pre-tax


Natural


Wells


Seismic


DailyProvince

Reserves


PV10%(a)


Gas


Gross


Net


Data


Production(Bcfe)


(Millions)











(Sq. Miles)


(MMcfe)Onshore Gulf Coast


80.9



227.0



85
%


88



40.3



4,369



22.3Anadarko Basin


52.8



80.1



93
%


142



44.3



2,381



11.6Rocky Mountains


7.7



10.3



8
%


6



4.1



100



.3West Texas/Other


5.1



21.1



14
%


82



25.3



4,487



2.6Total


146.5



338.5
(b)


82
%


318



114.0



11,337



36.8     (a)
    
    The prices used to calculate this measure were $61.06 per
    barrel of oil and $5.475 per MMbtu of natural gas, both as
    of December 31, 2006.(b)
    
    The standardized measure for our proved reserves at
    December 31, 2006 was $302.7 million. See
    Reconciliation of Standardized Measure to Pre-tax
    PV10% for a definition of pre-tax PV10% and a
    reconciliation of our standardized measure to our pre-tax PV10%
    value.
 1




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##### Table of Contents



3-D 3-D 3-D 3-D
      3-D 3-D 3-D 3-D
    Business
    Strategy
 2




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##### Table of Contents




    Focus on Core Provinces and Trends.  We have
    built our multi-year inventory of drilling prospects by
    leveraging our staffs strong technical knowledge base in
    the following four core provinces and their associated trends:
    1) our Onshore Gulf Coast province which includes the
    Vicksburg trend in South Texas, the Frio trend in and around
    Matagorda County, Texas and the Miocene and Upper Oligocene
    trends in Southern Louisiana; 2) our Anadarko Basin
    province in the Texas Panhandle and northwest Oklahoma,
    including the Hunton and Springer trends; 3) our Rocky
    Mountains province, which includes the Powder River Basin in
    Wyoming and the Williston Basin in North Dakota and Montana; and
    4) our West Texas province. Further, we believe our focus
    on these trends within our four core provinces provides us with
    important drilling investment diversification. Since 1999, our
    exploration success in these trends has resulted in seven
    significant field discoveries and a resulting multi-year
    inventory of development drilling locations. We plan to focus
    the majority of our near term capital expenditures in these
    trends, where we believe our accumulated
    3-D seismic
    data and knowledge base provides us with a substantial
    competitive advantage.
    Internally Generate Inventory of High Quality Exploratory
    Prospects.  Utilizing
    3-D seismic
    data and other advanced technologies, our highly skilled staff
    of 13 geologists, four geophysicists, and one petrophysicist
    generates the majority of our drilling prospects. Historically,
    we have not relied heavily on third party generated
    opportunities, which usually involve the payment of
    consideration over and above the costs incurred to generate and
    drill the prospect. We believe that our seven significant field
    discoveries reflect the quality and depth of our
    3-D
    delineated prospect inventory as well our ability to continue to
    generate such opportunities.
    Leverage our Operational Expertise.  In
    addition to our utilization of advanced
    3-D seismic
    imaging techniques, our staff is very proficient with
    state-of-the-art
    drilling and completion techniques, including directional
    drilling, horizontal drilling and fracture stimulations. We have
    a demonstrated successful track record of drilling in difficult,
    deep and highly pressured environments. During 2006, 55% of the
    vertical wells we drilled were directional and the average depth
    of these wells was over 14,700 feet. Since 1997, we have
    successfully utilized directional drilling with extensive
    fracture stimulations at depths of between 13,000 and
    14,000 feet in the pressured Vicksburg trend of South
    Texas, where we have proven over 190 Bcfe in gross reserves
    by drilling 36 wells to date. Our current activity in the
    Bakken of the Williston Basin and the Mowry of the Powder River
    Basin leverages our staffs expertise at drilling and
    completing horizontal wells in unconventional plays.
    Evaluate and Selectively Pursue New Potential
    Plays.  We have a 16 year track record of
    successfully evaluating and initiating new oil and natural gas
    plays. We are particularly interested in those plays with
    attractive exploration and development potential that complement
    our current exploration and production activities. After
    identifying such a play, we will often selectively build an
    acreage position in the play. Our current Vicksburg and Hunton
    plays are examples of successful plays where our position in the
    play was identified and originated by us. We believe our recent
    acreage acquisitions in the Powder River Basin of Wyoming, the
    Williston Basin of North Dakota and Montana, and Southern
    Louisiana should lead to additional growth in our reserves and
    production. For 2007, we currently plan to spend approximately
    $38.2 million in the Mowry, the Bakken and South Louisiana.
    Capitalize on Exploration Successes Through Development of
    Field Discoveries.  From 1990 to 1999, we grew our
    reserves and production volumes primarily through successful
    3-D
    delineated exploration drilling. In recent years, our
    exploratory drilling success has resulted in a multi-year
    inventory of development drilling locations, and over the three
    year period ended December 31, 2006, approximately 62% of
    our drilling expenditures were spent on development activities.
    We believe our ability to balance our higher risk exploratory
    drilling with lower risk development drilling has reduced our
    risk profile. For 2007, we anticipate allocating approximately
    74% of our planned drilling expenditures to development
    activities.
    Continue to Actively Drill Our Multi-Year Prospect
    Inventory.  To capitalize on our multi-year
    inventory of exploration and development locations, we plan to
    continue with the accelerated level of
 3




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##### Table of Contents



drilling activity that we began in 2004. In 2007, we currently
    plan to spend $91.2 million in drilling capital to drill a
    total of 22 wells.  
    Enhance Returns Through Operational
    Control.  We seek to maintain operational control
    of our exploration and drilling activities. As operator, we
    retain more control over the timing and selection of drilling
    prospects, which enhances our ability to optimize our finding
    and development costs and to maximize our return on invested
    capital. Since we generate most of our projects, we generally
    have the ability to retain operational control over all phases
    of our exploration and development activities. As of
    December 31, 2006, we operated approximately 62.4% of the
    pre-tax PV10% value of our proved reserves. Further, in 2006 we
    operated 65% of the wells we drilled, representing 93% of our
    drilling capital expenditures. We expect to operate
    approximately 91% of our wells planned for 2007, representing
    approximately 92% of our planned 2007 drilling capital
    expenditures.  Reconciliation
    of Standardized Measure to Pre-tax PV10%
    At December 31,2006


2005


2004Standardized measure of discounted
    future net cash flows

$
302.7


$
396.3


$
239.7Add present value of future income
    tax discounted at 10%


34.6



123.5



54.8FAS 143 assumption differences


1.2







Pre-tax PV10%

$
338.5


$
519.8


$
294.5   Principal
    Executive Offices
 4




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##### Table of Contents



The
    Offering
  The summary below describes the principal terms of the
    exchange offer. Certain of the terms and conditions described
    below are subject to important limitations and exceptions. The
    Description of Exchange Offer section of this
    prospectus contains a more detailed description of the terms of
    the exchange offer.
  The Exchange Offer
    
    We are offering to exchange up to $35 million principal amount
    of the outstanding notes for up to $35 million principal
    amount of the exchange notes. Outstanding notes may only be
    exchanged in $1,000 increments.The terms of the exchange notes are identical in all material
    respects to those of the outstanding notes except the exchange
    notes will not be subject to transfer restrictions and holders
    of exchange notes, with limited exceptions, will have no
    registration rights. Also, the exchange notes will not contain
    provisions for an increase in their stated interest rate related
    to any registration or exchange delay.Outstanding notes that are not tendered for exchange will
    continue to be subject to transfer restrictions and, with
    limited exceptions, will not have registration rights.
    Therefore, the market for secondary resales of outstanding notes
    that are not tendered for exchange is likely to be minimal.We will issue the exchange notes on or promptly after the
    expiration of the exchange offer.Resale of the Exchange Notes
    
    We believe that the exchange notes issued to you pursuant to the
    exchange offer may be offered for sale, resold and otherwise
    transferred by you without compliance with the registration and
    prospectus delivery provisions of the Securities Act, if you: are acquiring the exchange notes in the ordinary
    course of your business; are not participating in, do not intend to
    participate in and have no arrangement or understanding with any
    person to participate in, a distribution of the exchange
    notes; and are not an affiliate of ours within the
    meaning of Rule 405 under the Securities Act.If any of these conditions is not satisfied and you transfer any
    exchange notes without delivering a proper prospectus or without
    qualifying for an exemption from registration, you may incur
    liability under the Securities Act. In addition, if you are a
    broker-dealer seeking to receive exchange notes for your own
    account in exchange for outstanding notes that you acquired as a
    result of market-making or other trading activities, you must
    acknowledge that you will deliver this prospectus in connection
    with any offer to resell, or any resale or other transfer of the
    exchange notes that you receive in the exchange offer. See
    Plan of Distribution.Expiration Date
    
    The exchange offer will expire at 5:00 p.m., New York City
    time,
    on          ,
    2007, unless we extend the exchange offer.Withdrawal Rights
    
    You may withdraw the tender of your outstanding notes at any
    time prior to the expiration of the exchange offer. We will
    return to you
 5




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any of your outstanding notes that we do not accept for exchange
    for any reason without expense to you promptly after the
    exchange offer expires or terminates.Accrued Interest on the Exchange Notes and the Outstanding Notes
    
    Interest on the exchange notes will accrue from the last
    interest payment date on which interest was paid on the
    outstanding notes or, if no interest was paid on the outstanding
    notes, from the date of issuance of the outstanding notes, which
    was April 9, 2007 (in such case, a portion of the first
    interest payment on the exchange notes will be treated as a
    return of interest that accrued on the outstanding notes prior
    to their issue date and was included in their offering price).
    Holders whose outstanding notes are accepted for exchange will
    be deemed to have waived the right to receive any interest on
    the outstanding notes.Conditions of the Exchange Offer
    
    The exchange offer is subject to customary conditions that may
    be waived by us; however, the exchange offer is not conditioned
    upon any minimum aggregate principal amount of outstanding notes
    being tendered for exchange. We currently anticipate that each
    of the conditions will be satisfied and that we will not need to
    waive any conditions. We reserve the right to terminate or amend
    the exchange offer at any time before the expiration date. For
    additional information, see The Exchange Offer 
    Conditions of the Exchange Offer.Procedures for Tendering the Outstanding Notes
    
    If you are a holder of outstanding notes who wishes to accept
    the exchange offer: complete, sign and date the accompanying letter of
    transmittal, or a facsimile of the letter of transmittal, and
    mail or otherwise deliver the letter of transmittal, together
    with your outstanding notes, to the exchange agent at the
    address set forth under The Exchange Offer 
    Exchange Agent; or arrange for the Depository Trust Company
    (DTC) to transmit certain required information,
    including an agents message forming part of a book-entry
    transfer in which you agree to be bound by the terms of the
    letter of transmittal, to the exchange agent in connection with
    a book-entry transfer.By tendering your outstanding notes in either manner, you will
    be representing, among other things, that: the exchange notes you receive pursuant to the
    exchange offer are being acquired in the ordinary course of your
    business; you are not currently participating in, do not
    intend to participate in, and have no arrangement or
    understanding with any person to participate in, the
    distribution of the exchange notes issued to you in the exchange
    offer; and you are not an affiliate of ours, or if
    you are an affiliate, you will comply with the registration and
    prospectus delivery requirements of the Securities Act.
 6




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Tenders by Beneficial Owners
    
    If your outstanding notes are registered in the name of a
    broker, dealer, commercial bank, trust company or other nominee
    and you wish to tender your outstanding notes, you should
    contact the registered holder promptly and instruct the
    registered holder to tender your outstanding notes on your
    behalf. If you wish to tender on your own behalf, you must,
    prior to completing and executing the letter of transmittal and
    delivering your outstanding notes, either make appropriate
    arrangements to register ownership of the outstanding notes in
    your name or obtain a properly completed bond power from the
    registered holder. The transfer of registered ownership may take
    considerable time and may not be able to be completed prior to
    the expiration date.Guaranteed Delivery Procedures
    
    If you wish to tender your outstanding notes and cannot cause
    the outstanding notes, the letter of transmittal or any other
    required documents to be transmitted to, and received by, the
    exchange agent prior to the expiration of the exchange offer,
    you may tender your outstanding notes according to the
    guaranteed delivery procedures described in this prospectus
    under the heading The Exchange Offer 
    Guaranteed Delivery Procedures.Acceptance of the Outstanding Notes and Delivery of the Exchange
    Notes
    
    Subject to the satisfaction or waiver of the conditions to the
    exchange offer, we will accept for exchange any and all
    outstanding notes that are properly tendered and not withdrawn
    prior to 5:00 p.m., New York City time, on the expiration
    date. The exchange notes will be delivered promptly following
    the expiration date. For additional information, see The
    Exchange Offer  Terms of the Exchange Offer.Federal Income Tax Considerations
    
    The exchange of outstanding notes for exchange notes in the
    exchange offer should not be a taxable event for
    U.S. federal income tax purposes. See Material United
    States Federal Income Tax Considerations.Use of Proceeds
    
    We will not receive any proceeds from the issuance of the
    exchange notes. We will pay for all expenses incident to the
    exchange offer.Consequences of Failing to Exchange your Outstanding Notes
    
    Any of the outstanding notes that are not tendered or that are
    tendered but not accepted will remain subject to restrictions on
    transfer. Since the outstanding notes have not been registered
    under the federal securities laws, they bear a legend
    restricting their transfer absent registration or the
    availability of an exemption from registration. Upon completion
    of the exchange offer, we will have no further obligation,
    except under limited circumstances, to provide for registration
    of the outstanding notes under the federal securities laws.Registration Rights Agreement
    
    If we fail to complete the exchange offer as required by the
    Registration Rights Agreement, we may be obligated to pay
    additional interest to holders of outstanding notes. See
    Description of
 7




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##### Table of Contents



Exchange Notes  Exchange Offer; Registration Rights
    for more information regarding rights to holders of outstanding
    notes.Exchange Agent
    
    Wells Fargo Bank, N.A. is serving as the Exchange Agent for the
    registered exchange offer. The address for the Exchange Agent is
    listed under The Exchange Offer  Exchange
    Agent.
 8




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##### Table of Contents



The
    Exchange Notes
  The summary below describes the principal terms of the
    exchange notes. The financial terms and covenants of the
    exchange notes are the same as the outstanding notes. Some of
    the terms and conditions descried below are subject to important
    limitations and exceptions. The Description of Exchange
    Notes section of this prospectus contains a more detailed
    description of the terms and conditions of the exchange
    notes.
  Issuer
    
    Brigham Exploration CompanySecurities
    
    $35 million in aggregate principal amount of
    95/8% Senior
    Notes due 2014.Maturity
    
    May 1, 2014.Interest
    
    Semi-annually in cash in arrears on May 1 and
    November 1, commencing on May 1, 2007.Guarantees
    
    The exchange notes will be fully and unconditionally guaranteed
    on a senior unsecured basis by all of our existing and future
    domestic subsidiaries, other than as provided herein.Ranking
    
    The exchange notes and the guarantees will be our unsecured
    senior obligations. Accordingly, they will: rank equally in right of payment with all of our
    existing and future senior indebtedness; rank senior to all of our future subordinated
    indebtedness; and be effectively junior in right of payment to all of
    our and the guarantors existing and future secured
    indebtedness, including debt under our senior secured credit
    agreement.Optional Redemption
    
    On or after May 1, 2010, we may redeem some or all of the
    exchange notes at any time at the redemption prices described
    under Description of Exchange Notes  Optional
    Redemption, plus accrued and unpaid interest.Prior to May 1, 2009, we may redeem up to 35% of the
    exchange notes with the proceeds from certain equity offerings
    at the redemption price listed under Description of
    Exchange Notes  Optional Redemption, plus
    accrued and unpaid interest.Change of Control
    
    If we experience certain types of change of control
    transactions, we must offer to repurchase the exchange notes at
    101% of the aggregate principal amount of the exchange notes
    repurchased, plus accrued and unpaid interest.Basic Covenants of Indenture
    
    The indenture will, among other things, restrict our and our
    subsidiaries ability to: incur additional debt; pay dividends on, or redeem or repurchase stock; create liens; make specified types of investments; apply net proceeds from certain asset sales; engage in transactions with our affiliates;
 9




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 engage in sale and leaseback transactions; merge or consolidate; restrict dividends or other payments from
    subsidiaries; sell equity interests of subsidiaries; and sell, assign, transfer, lease, convey or dispose of
    assets.These covenants are subject to a number of important exceptions,
    limitations and qualifications that are described under
    Description of Exchange Notes  Certain
    Covenants.Absence of a Public Market
    
    We do not intend to list the exchange notes on any securities
    exchange. Accordingly, there can be no assurance as to the
    development or liquidity of any market for the exchange notes.  You should carefully consider all of the information
    contained in this prospectus, including the discussion in the
    section entitled Risk Factors for an explanation of
    certain risks of investing in the exchange notes.
 10




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RISK
    FACTORS    Risks
    Relating to the Exchange Offer and the Exchange Notes
  Holders
    of outstanding notes who fail to properly tender them may be
    unable to resell them.
    Our
    level of indebtedness may adversely affect our cash available
    for operations, which would limit our growth, our ability to
    make interest and principal payments on our indebtedness as they
    become due and our flexibility to respond to market
    changes.
    
    We will dedicate a portion of our cash flow from operations to
    the payment of interest on our indebtedness and to the payment
    of our other current obligations and will not have these cash
    flows available for other purposes.
    The covenants of our senior credit agreement and the indenture
    governing the notes limit our ability to borrow additional funds
    or dispose of assets and may affect our flexibility in planning
    for, and reacting to, changes in business conditions.
    Our ability to obtain additional financing in the future for
    working capital, capital expenditures, acquisitions, general
    corporate purposes or other purposes may be impaired.
    We may be more vulnerable to economic downturns and our ability
    to withstand sustained declines in oil and natural gas prices
    may be impaired.
    Since a portion of our indebtedness is subject to variable
    interest rates, we are vulnerable to increases in interest rates.
    Our flexibility in planning for or reacting to changes in market
    conditions may be limited.   11




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Despite
    current indebtedness levels, we and our subsidiaries may still
    be able to incur substantially more debt, including secured
    debt. This could further exacerbate the risks associated with
    our substantial leverage.
    To
    service our indebtedness, we will require a significant amount
    of cash. Our ability to generate cash depends on many factors
    beyond our control.
       12




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Your
    right to receive payments on the exchange notes is effectively
    subordinated to the rights of our and the guarantors
    existing and future secured creditors.
  winding-up,
    The
    exchange notes will be effectively subordinated to the debt of
    our non-guarantor subsidiaries, if any.
    If we
    default on our obligations to pay our other indebtedness, we may
    not be able to make payments on the exchange
    notes.
   13




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The
    indenture governing the exchange notes will impose, and our
    senior credit agreement imposes, significant operating and
    financial restrictions, which may prevent us from capitalizing
    on business opportunities and taking some actions.
    
    incur additional debt;
    pay dividends on, or redeem or repurchase stock;
    create liens;
    make specified types of investments;
    apply net proceeds from certain asset sales;
    engage in transactions with our affiliates;
    engage in sale and leaseback transactions;
    merge or consolidate;
    restrict dividends or other payments from subsidiaries;
    sell equity interests of subsidiaries; and
    sell, assign, transfer, lease, convey or dispose of assets.       14




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We may
    not have the ability to raise the funds necessary to finance the
    change of control offer required by the indenture governing the
    exchange notes.
        Your
    ability to transfer the exchange notes may be limited by the
    absence of an active trading market and there is no assurance
    that any active trading market will develop for the exchange
    notes.
      Federal
    and state statutes allow courts, under specific circumstances,
    to void the guarantees and require noteholders to return
    payments received from the guarantors.
   15




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
    the indebtedness evidenced by such guarantee was incurred by a
    subsidiary guarantor with actual intent to hinder, delay or
    defraud any present or future creditor of such subsidiary
    guarantor; or
    such subsidiary guarantor did not receive fair consideration or
    reasonably equivalent value for issuing the guarantee, and the
    applicable subsidiary guarantor:  
    was insolvent, or was rendered insolvent by reason of issuing
    the applicable guarantee;
    was engaged or about to engage in a business or transaction for
    which the remaining assets of the applicable subsidiary
    guarantor constituted unreasonably small capital; or  
    intended to incur, or believed that we or it would incur,
    indebtedness beyond our or its ability to pay such debts as they
    matured.    winding-up,
    
    the sum of its debts, including contingent liabilities, was
    greater than the fair saleable value of all of its assets;
    if the present fair saleable value of its assets was less than
    the amount that would be required to pay its probable liability
    on its existing debts, including contingent liabilities, as they
    become absolute and mature; or
    it could not pay its debts as they become due.  Risks
    Relating to Our Company and Our Industry
  Oil
    and natural gas prices for the first quarter of 2007 to date
    have declined as compared to the corresponding period in
    2006.
   16




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##### Table of Contents



Oil
    and natural gas prices are volatile and a substantial reduction
    in these prices could adversely affect our results and the price
    of our common stock.
      
    worldwide and domestic supplies of oil and natural gas;
    actions taken by foreign oil and natural gas producing nations;
    political conditions and events (including instability or armed
    conflict) in oil-producing or natural gas-producing regions;
    the level of global and domestic oil and natural gas inventories;
    the price and level of foreign imports including liquefied
    natural gas imports;
    the level of consumer demand;
    the price and availability of alternative fuels;
    the availability of pipeline or other takeaway capacity;
    weather conditions;
    domestic and foreign governmental regulations and taxes; and
    the overall worldwide and domestic economic environment.    
    limiting our financial condition, liquidity, ability to finance
    planned capital expenditures and results of operations;
    reducing the amount of oil and natural gas that we can produce
    economically;
    causing us to delay or postpone some of our capital projects;
    reducing our revenues, operating income and cash flow;
    reducing the carrying value of our oil and natural gas
    properties; and
    limiting our access to sources of capital, such as equity and
    long-term debt.  We may
    have difficulty financing our planned capital expenditures,
    which could adversely affect our business.
   17




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##### Table of Contents



Our
    exploration, development and drilling efforts and the operation
    of our wells may not be profitable or achieve our targeted
    returns.
  3-D 3-D 3-D
    
    unexpected drilling conditions;
    pressure or irregularities in formations;
    equipment failures or accidents;
    adverse weather conditions;
    compliance with governmental requirements; and
    shortages or delays in the availability of drilling rigs and the
    delivery of equipment.  Exploratory
    drilling is a speculative activity that may not result in
    commercially productive reserves and may require expenditures in
    excess of budgeted amounts.
  3-D
 18




---



##### Table of Contents



Although
    our oil and natural gas reserve data is independently estimated,
    these estimates may still prove to be inaccurate.
    
    expected reservoir characteristics based on geological,
    geophysical and engineering assessments;
    future production rates based on historical performance and
    expected future operating and investment activities;
    future oil and gas prices and quality and location
    differentials; and
    future development and operating costs.      We
    need to replace our reserves at a faster rate than companies
    whose reserves have longer production periods. Our failure to
    replace our reserves would result in decreasing reserves and
    production over time.
         19




---



##### Table of Contents



Drilling
    locations that we decide to drill may not yield oil or natural
    gas in commercially viable quantities or quantities sufficient
    to meet our targeted rate of return.
  and/or
  The
    unavailability or high cost of drilling rigs, equipment,
    supplies, insurance, personnel and oil field services could
    adversely affect our ability to execute our exploration and
    development plans on a timely basis and within our
    budget.
    The
    marketability of our oil and natural gas production depends on
    services and facilities that we typically do not own or control.
    The failure or inaccessibility of any such services or
    facilities could result in a curtailment of production and
    revenues.
   20




---



##### Table of Contents



Lower
    oil and natural gas prices may cause us to record ceiling
    limitation write-downs, which would reduce our
    stockholders equity.
    We are
    subject to various operating and other casualty risks that could
    result in liability exposure or the loss of production and
    revenues.
    
    fires;
    natural disasters;
    formations with abnormal pressures;
    blowouts, cratering and explosions; and
    pipeline ruptures and spills.    We may
    not have enough insurance to cover all of the risks we face,
    which could result in significant financial
    exposure.
    We
    cannot control activities on properties we do not operate.
    Failure to fund capital expenditure requirements may result in
    reduction or forfeiture of our interests in some of our
    non-operated projects.
     21




---



##### Table of Contents



Our
    future operating results may fluctuate and significant declines
    in them would limit our ability to invest in
    projects.
    
    industry conditions;
    prices of oil and natural gas;
    rates of drilling success;
    capital availability;
    rates of production from completed wells; and
    the timing and amount of capital expenditures.    Our
    hedging activities may prevent us from benefiting from price
    increases and may expose us to other risks.
      We
    face significant competition and many of our competitors have
    resources in excess of our available resources.
    
    seeking to acquire desirable producing properties or new leases
    for future exploration;
    marketing our oil and natural gas production; and
    seeking to acquire the equipment and expertise necessary to
    operate and develop those properties. 22




---



##### Table of Contents



We are
    subject to various governmental regulations and environmental
    risks that may cause us to incur substantial
    costs.
        We
    depend on our key management personnel and technical experts and
    the loss any of these individuals could adversely affect our
    business.
  3-D 3-D
  Certain
    of our affiliates control a substantial portion of our
    outstanding common stock, which may affect your vote as a
    noteholder.
   23




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##### Table of Contents



Certain
    anti-takeover provisions may adversely affect your rights as a
    noteholder.
   24




---



##### Table of Contents



SPECIAL
    NOTE REGARDING FORWARD-LOOKING STATEMENTS    
    our growth strategies;
    our ability to successfully and economically explore for and
    develop oil and natural gas resources;
    anticipated trends in our business;
    our future results of operations;
    our liquidity and ability to finance our exploration and
    development activities;
    market conditions in the oil and natural gas industry;
    our ability to make and integrate acquisitions; and
    the impact of governmental regulation.    
    oil and natural gas price volatility;
    we may have difficulty financing our planned capital
    expenditures;
    our exploration, development and drilling efforts and the
    operation of our wells may not be profitable or achieve our
    targeted returns;
    exploratory drilling is a speculative activity;
    oil and natural gas reserve data may prove to be inaccurate;
    wells drilled may not yield oil or natural gas in commercially
    viable quantities;
    our use of derivatives may prevent us from benefiting from price
    increases;
    we face significant competition; and
    we are subject to various governmental regulations and
    environmental risks.   25




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USE OF
    PROCEEDS     26




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##### Table of Contents



SELECTED
    CONSOLIDATED FINANCIAL DATA    Year Ended in December 312006


2005


2004


2003


2002(In thousands, except per share information)Statement of Operations
    Data:Revenues:Oil and natural gas sales

$
102,835


$
96,820


$
71,713


$
51,545


$
35,100Gain (loss) on derivatives, net


3,335















Other revenue


127



220



515



132



76Total revenues


106,297



97,040



72,228



51,677



35,176Costs and expenses:Lease operating


10,701



7,161



6,173



5,200



3,759Production taxes


4,021



3,353



3,107



2,477



1,977General and administrative


7,887



5,533



5,392



4,500



4,971Depletion of oil and natural gas
    properties


46,386



33,268



23,844



16,819



14,694Depreciation and amortization


537



762



722



629



440Accretion of discount on asset
    retirement obligations


317



180



159



142



Total costs and expenses


69,849



50,257



39,397



29,767



25,841Operating income


36,448



46,783



32,831



21,910



9,335Other income (expense):Interest income


1,207



245



84



45



119Interest expense, net


(9,688
)


(3,980
)


(3,144
)


(4,815
)


(6,238
)Gain loss on derivatives, net


3,213



(814
)


625



68



(14
)Other income (expense)


1,352



238



117



(669
)


(296
)Debt, conversion expense


















(630
)Total other income (expense)


(3,916
)


(4,311
)


(2,318
)


(5,371
)


(7,059
)Income before income taxes and
    cumulative effect of change in accounting principle

$
32,532


$
42,472


$
30,513


$
16,539


$
2,276Income tax benefit (expense):Current


















Deferred


(12,744
)


(15,037
)


(10,863
)


1,223



(12,744
)


(15,037
)


(10,863
)


1,223Income before cumulative effect of
    change in accounting principle


19,788



27,435



19,650



17,762



2,276Cumulative effect of change in
    accounting principle














268



Net income


19,788



27,435



19,650



18,030



2,276Preferred dividend and accretion














3,448



2,952Net income (loss) available to
    common stockholders

$
19,788


$
27,435


$
19,650


$
14,582


$
(676
)Net income (loss) per share before
    cumulative effect of change in accounting principle:Basic

$
0.44


$
0.65


$
0.49


$
0.62


$
(0.04
)Diluted


0.43



0.63



0.47



0.51



(0.04
)Net income (loss) per share
    available to common shareholders:Basic

$
0.44


$
0.65


$
0.49


$
0.63


$
(0.04
)Diluted


0.43



0.63



0.47



0.52



(0.04
)Weighted average shares outstanding:Basic


45,017



42,481



40,445



23,363



16,138Diluted


45,597



43,728



41,616



34,354



16,138 27




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##### Table of Contents



Year Ended in December 312006


2005


2004


2003


2002(In thousands, except per share information)Statement of Cash Flows
    Data:Net cash provided (used) by:Operating activities

$
88,687


$
64,379


$
56,381


$
41,691


$
28,973Investing activities


(171,747
)


(113,220
)


(84,645
)


(46,089
)


(27,206
)Financing activities


83,385



50,535



24,766



(5,141
)


8,439Balance Sheet Data:Cash and cash equivalents

$
4,300


$
3,975


$
2,281


$
5,779


$
15,318Oil and natural gas properties,
    using the full cost method of accounting, net


485,525



347,329



261,979



198,490



166,006Total assets


522,587



380,427



286,307



224,982



203,085Long-term debt


149,334



63,100



41,000



39,000



81,797Series A preferred stock,
    mandatorily redeemable


10,101



10,101



9,520



8,794



19,540Series B preferred stock,
    mandatorily redeemable


















4,777Total stockholders equity


266,015



241,640



183,276



139,111



62,775  28




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##### Table of Contents



DESCRIPTION
    OF OTHER INDEBTEDNESS  Senior
    Credit Agreement
      EurodollarRate


Base RatePercent of Borrowing Base Utilized

Advances


Advances(1)<50%


1.250
%


0.000
%50% and < 75%


1.500
%


0.000
%75% and < 90%


1.750
%


0.250
%90%


2.000
%


0.500
%     (1)
    
    Base rate is defined as for any day a fluctuating rate per annum
    equal to the higher of: (a) the Federal Funds Rate plus 1/2
    of 1% or (b) the rate of interest in effect for such day as
    publicly announced from time to time by Bank of America as its
    prime rate. The prime rate is a rate set
    by Bank of America based upon various factors including Bank of
    Americas costs and desired return, general economic
    conditions and other factors, and is used as a reference point
    for pricing some loans, which may be priced at, above, or below
    such announced rate. Any change in such rate announced by Bank
    of America shall take effect at the opening of business on the
    day specified in the public announcement of such change.    QuarterlyPercent of Borrowing Base Utilized

Commitment Fee<50%


0.250
%50% and <75%


0.250
%75% and <90%


0.375
%90%


0.375
%    29




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##### Table of Contents



THE
    EXCHANGE OFFER    Purpose
    of the Exchange Offer
  non-U.S. persons
  ®
    
    you, or the person or entity receiving such exchange notes, is
    acquiring such notes in the ordinary course of business;
    neither you nor any such person or entity is engaging in or
    intends to engage in a distribution of the exchange notes within
    the meaning of the federal securities laws;
    neither you nor any such person or entity has an arrangement or
    understanding with any person or entity to participate in any
    distribution of the exchange notes;
    neither you nor any such person or entity is an
    affiliate of us or the guarantors, as such term is
    defined under Rule 405 under the Securities Act; and
    you are not acting on behalf of any person or entity who could
    not truthfully make these statements. 30




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
    will not be able to rely on the interpretation of the staff of
    the Securities and Exchange Commission set forth in the
    no-action letters described above; and
    must comply with the registration and prospectus delivery
    requirements of the Securities Act in connection with any sale
    or transfer of the exchange notes, unless the sale or transfer
    is made pursuant to an exemption from those requirements.    Terms of
    the Exchange Offer
      
    the exchange notes have been registered under the federal
    securities laws and will not bear any legend restricting their
    transfer;
    the exchange notes will bear a different CUSIP number from the
    outstanding notes; and
    the holders of the exchange notes will not be entitled to
    certain rights under the Registration Rights Agreement.   31




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Expiration
    Date; Extensions; Amendments
    business-day
  Exchange
    Offer Procedures
    
    complete, sign and date the letter of transmittal, or a
    facsimile of the letter of transmittal;
    have the signatures guaranteed if required by the letter of
    transmittal; and
    mail or otherwise deliver the letter of transmittal or such
    facsimile, together with the outstanding notes and any other
    required documents, to the exchange agent prior to
    5:00 p.m., New York City time, on the expiration date.     32




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Guarantee
    of Signatures
    
    by a registered holder who has not completed the box entitled
    Special Registration Instructions or Special
    Delivery Instructions on the letter of transmittal; or
    for the account of an eligible guarantor institution.  Rule 17Ad-15
  Signature
    on the Letter of Transmittal; Bond Powers and
    Endorsements
    attorney-in-fact,
  Book
    Entry Transfer
   33




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##### Table of Contents




    DTC has received an express acknowledgment from the DTC
    participant tendering outstanding notes subject to the
    book-entry confirmation;
    the participant has received and agrees to be bound by the terms
    of the letter of transmittal; and
    we may enforce such agreement against such participant.    Determination
    of Valid Tenders; Our Rights Under the Exchange Offer
     34




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##### Table of Contents



Guaranteed
    Delivery Procedures
    
    you must effect your tender through an eligible guarantor
    institution, which is defined above under the heading
     Guarantee of Signatures;
    a properly completed and duly executed notice of guaranteed
    delivery, substantially in the form provided by us with the
    letter of transmittal, or an agents message with respect
    to guaranteed delivery that is accepted by us, is received by
    the exchange agent on or prior to the expiration date as
    provided below; and
    the certificates for the tendered outstanding notes, in proper
    form for transfer (or a book-entry confirmation of the transfer
    of such outstanding notes into the exchange agent account at DTC
    as described above), together with a letter of transmittal (or a
    manually signed facsimile of the letter of transmittal) properly
    completed and duly executed, with any signature guarantees and
    any other documents required by the letter of transmittal or a
    properly transmitted agents message, are received by the
    exchange agent within three NASDAQ National Market trading days
    after the date of execution of the notice of guaranteed delivery.    Withdrawal
    Rights
    
    specify the name of the person having tendered the outstanding
    notes to be withdrawn;
    identify the outstanding notes to be withdrawn, including the
    certificate number(s) and principal amount of such outstanding
    notes, or, in the case of outstanding notes transferred by
    book-entry transfer, the name and number of the account at DTC;
    be signed by the holder in the same manner as the original
    signature on the letter of transmittal by which such outstanding
    notes were tendered, with any required signature guarantees, or
    be accompanied by documents of transfer sufficient to have the
    trustee with respect to the outstanding notes register the
    transfer of such outstanding notes into the name of the person
    withdrawing the tender and a properly completed irrevocable
    proxy authorizing such person to effect such withdrawal on
    behalf of such holder; and
    specify the name in which any such outstanding notes are to be
    registered, if different from that of the registered holder.   35




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Conditions
    of the Exchange Offer
        Exchange
    Agent
    By Registered &
    Certified Mail:

By Regular Mail or Overnight Courier:WELLS FARGO BANK, N.A.

WELLS FARGO BANK, N.A.Corporate Trust Operations

Corporate Trust OperationsMAC
    N9303-121

MAC
    N9303-121PO Box 1517

Sixth & Marquette AvenueMinneapolis, MN 55480

Minneapolis, MN 55479In Person by Hand Only:WELLS FARGO BANK, N.A.

By Facsimile (for Eligible
    Institutions Only)12th Floor 
    Northstar East Building Corporate Trust Operations

(612) 667-6282608 Second Avenue South

For Information or Confirmation
    by TelephoneMinneapolis, MN

(800) 344-5128     Fees and
    Expenses
   36




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##### Table of Contents



out-of-pocket
    Transfer
    Taxes
    Accounting
    Treatment
    Consequences
    of Failure to Exchange
      
    to us (upon redemption thereof or otherwise);
    pursuant to an effective registration statement under the
    Securities Act;
    inside the United States to a person whom the seller reasonably
    believes is a qualified institutional buyer (as defined in
    Rule 144A under the Securities Act) in a transaction
    meeting the requirements of Rule 144A;
    outside the United States in an offshore transaction in
    accordance with Rule 904 under the Securities Act; or
    pursuant to an exemption from registration under the Securities
    Act provided by Rule 144 thereunder (if available), in each
    case in accordance with any applicable securities laws of any
    state of the United States.  Regulatory
    Approvals
   37




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##### Table of Contents



Other
     38




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##### Table of Contents



DESCRIPTION
    OF THE EXCHANGE NOTES        Brief
    Description of the Notes and the Guarantees
  The
    Notes
    
    will be general unsecured senior obligations of the Company;
    will rank equally as to payment with all existing and future
    senior Indebtedness of the Company;
    will rank senior in right of payment to any future subordinated
    Indebtedness of the Company; and
    will be fully and unconditionally guaranteed by the Guarantors
    on a senior basis.  The
    Guarantees
    
    will be a general unsecured senior obligation of the Guarantor;
    will rank equally with all existing and future senior
    Indebtedness of the Guarantor; and
    will rank senior in right of payment to any future subordinated
    Indebtedness of the Guarantor.    Principal,
    Maturity and Interest
   39




---



##### Table of Contents



360-day 30-day
  N9303-120,
      Guarantees
     40




---



##### Table of Contents



provided
  Optional
    Redemption
    Year

Redemption Price2010


104.813
%2011


102.406
%2012 and thereafter


100.00
%   provided
 41




---



##### Table of Contents



Mandatory
    Redemption
    Change of
    Control
      
    that a Change of Control has occurred or will occur and the date
    of such event;
    the circumstances and relevant facts regarding such Change of
    Control, including information with respect to pro forma
    historical income, cash flow and capitalization after giving
    effect to such Change of Control;
    the Change of Control Purchase Price and the Change of Control
    Purchase Date, which shall be fixed by the Company on a business
    day no earlier than 30 days nor later than 60 days
    from the date the notice is mailed, or such later date as is
    necessary to comply with requirements under the Exchange Act;
    providedthat the Change of Control Purchase Date may not
    occur prior to the Change of Control;
    that any Note not tendered will continue to accrue interest;
    that, unless the Company defaults in the payment of the Change
    of Control Purchase Price, any Notes accepted for payment
    pursuant to the Change of Control Offer shall cease to accrue
    interest after the Change of Control Purchase Date; and
    other procedures that a holder of Notes must follow to accept a
    Change of Control Offer or to withdraw acceptance of the Change
    of Control Offer.   42




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##### Table of Contents



Rule 14e-1
    Certain
    Covenants
    Incurrence
    of Indebtedness and Issuance of Disqualified Stock
   43




---



##### Table of Contents



provided,
    however
          provided
 44




---



##### Table of Contents



provided provided, further
            provided
    provided
   45




---



##### Table of Contents



Restricted
    Payments
                pro forma
  pro forma  Incurrence of Indebtedness and Issuance of
    Disqualified Stock;
     46




---



##### Table of Contents



provided
      provided
 47




---



##### Table of Contents



provided, however
        Transactions
    with Affiliates
     48




---



##### Table of Contents



provided, however
         Restricted Payments
    Liens
     49




---



##### Table of Contents



Asset
    Sales
                 50




---



##### Table of Contents



Rule 14e-1
  Issuances
    of Guarantees by Restricted Subsidiaries
    provided, however
 51




---



##### Table of Contents



Limitation
    on Issuances and Sales of Preferred Stock of Restricted
    Subsidiaries
  provided
    Dividend
    and Other Payment Restrictions Affecting Restricted
    Subsidiaries
                provided
       Liens
   52




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##### Table of Contents



provided, however
   Asset
    Sales
  provided, however provided, further, however
     Incurrence of Indebtedness and Issuance of
    Disqualified Stock; provided, however
  provided
  Sale
    Leaseback Transactions
  provided
   Incurrence of Indebtedness and
    Issuance of Disqualified Stock
     Asset Sales.
  Unrestricted
    Subsidiaries
     53




---



##### Table of Contents



 Restricted Payments
   Incurrence of Indebtedness and Issuance of
    Disqualified Stock
         Restricted Payments.
    provided, however
             54




---



##### Table of Contents



 Incurrence of
    Indebtedness and Issuance of Disqualified Stock.
    Payments
    for Consent
    Lines
    of Business
    Restrictions
    on Limited Partners
    Reports
  Forms 10-Q 10-K,
    Consolidation,
    Merger and Sale of Assets
     55




---



##### Table of Contents



pro forma
  pro forma pro forma Incurrence of
    Indebtedness and Issuance of Disqualified Stock;
    Liens
       56




---



##### Table of Contents



pro forma
    provided, however
  12-month
      Events of
    Default
        Asset Sales
 57




---



##### Table of Contents



ipso facto
     58




---



##### Table of Contents



15-day
      No
    Personal Liability of Directors, Officers, Employees and
    Stockholders
   59




---



##### Table of Contents



Defeasance
    or Covenant Defeasance of Indenture
                       60




---



##### Table of Contents



Satisfaction
    and Discharge
               61




---



##### Table of Contents



Amendments
    and Waivers
  provided, however
     Asset Sales
               62




---



##### Table of Contents



provided
  and/or
                Transfer
    and Exchange
      Governing
    Law
   63




---



##### Table of Contents



Concerning
    the Trustee
    provided, however
    Book-Entry,
    Delivery and Form
        Depositary
    Procedures
     64




---



##### Table of Contents



Except as described below, owners of interest in Global Notes
    will not have Notes registered in their names, will not receive
    physical delivery of Notes in certificated form and will not be
    considered the registered owners or Holders thereof
    under the Indenture for any purpose.
       65




---



##### Table of Contents



same-day
      Exchange
    of Global Notes for Certificated Notes
            Exchange
    of Certificated Notes for Global Notes
   66




---



##### Table of Contents



Same-Day
    Settlement and Payment
  Same-Day
    Exchange
    Offer; Registration Rights
  step-up
   67




---



##### Table of Contents



90-day provided, however
   68




---



##### Table of Contents



Certain
    Definitions
  Acquired Debt
  Additional Assets
  Adjusted Consolidated Net Tangible Assets
     69




---



##### Table of Contents



Affiliate
  Asset Sale
     70




---



##### Table of Contents



Attributable Indebtedness
  Bankruptcy Law
  BOG LP
  Capital Lease Obligation
 71




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##### Table of Contents



Capital Stock
  Cash Equivalents
    A-1 P-1
  A-1 P-1
      Change of Control
  Rules 13d-3 13d-5
  2 3
    Restricted
    Payments
 72




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##### Table of Contents



 Restricted Payments
  Rules 13d-3 13d-5
      Commission
  Company
  Consolidated Fixed Charge Coverage Ratio
      pro forma Regulation S-X
       73




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##### Table of Contents



provided
  pro forma
  pro forma
  Consolidated Income Tax Expense
  Consolidated Interest Expense
              and/or
        Consolidated Net Income (Loss)
   74




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##### Table of Contents



provided
          Consolidated Net Worth
  Consolidated Non-cash Charges
  Consolidation
  Credit Facility
 75




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##### Table of Contents



Default
  Disinterested Director
  Disqualified Stock
  Dollar-Denominated Production Payment
  Equity Offering
  Exchange Act
  Exchanged Properties
  Fair Market Value
  Foreign Subsidiary
  Generally Accepted Accounting Principles GAAP
  Guarantee
  Guaranteed Debt
 76




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##### Table of Contents



provided
  Guarantor
  Indebtedness
                   77




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##### Table of Contents



Indenture Obligations
  Interest Rate Agreements and/or
  Investment Restricted Payments
  Issue Date
  Lien
  Limited Partners
 78




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##### Table of Contents



Liquid Securities provided Asset
    Sales
  Material Change provided, however Asset
    Sales
  Maturity
  Net Available Cash
    provided
 79




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##### Table of Contents



provided, however
  Net Cash Proceeds Restricted Payments
  Net Working Capital provided, however mark-to-market
  Non-Guarantor Restricted Subsidiary
  Oil and Gas Business
  Oil and Gas Liens
 80




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##### Table of Contents



provided, however
  Pari Passu Indebtedness pari passu
  Pari Passu Offer
  Permitted Business Investments
  Permitted Investment
            Asset
    Sales
       81




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Permitted Lien
              provided
         82




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##### Table of Contents



provided
      provided
    provided,
    however provided further provided, however
       83




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##### Table of Contents



Permitted Refinancing Indebtedness provided
          Person
  Preferred Stock
  Production Payments
  Production Payments and Reserve Sales
  Property
 84




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##### Table of Contents



Purchase Money Obligation provided
        Qualified Capital Stock
  Restricted Subsidiary  Unrestricted
    Subsidiaries.
  Sale Leaseback Transaction
  Securities Act
  Senior Credit Agreement
  Series A Preferred Stock
  Significant Subsidiary Rule 1-02 Regulation S-X
 85




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##### Table of Contents



Stated Maturity
  Subordinated Indebtedness
  Subsidiary
        Trade Accounts Payable
  Unrestricted Subsidiary  Unrestricted
    Subsidiaries.
  Unrestricted Subsidiary Indebtedness
      provided that
    notwithstanding the foregoing, any Unrestricted Subsidiary may
    guarantee the Notes or any Credit Facility.
  U.S. Government Obligations provided
 86




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##### Table of Contents



Volumetric Production Payment
  Voting Stock
  Weighted Average Life to Maturity
  Wholly Owned Restricted Subsidiary
 87




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MATERIAL
    UNITED STATES FEDERAL TAX CONSIDERATIONS
  non-U.S. holder
    
    dealers in securities or currencies;
    traders in securities;
    United States holders (as defined below) whose functional
    currency is not the United States dollar;
    persons holding notes as part of a conversion, constructive
    sale, wash sale or other integrated transaction or a hedge,
    straddle or synthetic security;
    persons subject to the alternative minimum tax;
    certain United States expatriates;
    financial institutions;
    insurance companies;
    controlled foreign corporations, foreign personal holding
    companies, passive foreign investment companies and regulated
    investment companies and shareholders of such corporations;
    entities that are tax-exempt for United States federal income
    tax purposes and retirement plans, individual retirement
    accounts and tax-deferred accounts;
    pass-through entities, including partnerships and entities and
    arrangements classified as partnerships for United States
    federal tax purposes, and beneficial owners of pass-through
    entities; and
    persons that acquire the notes for a price other than their
    offering price.       88




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United
    States Holders
    Definition
    of a United States Holder
    
    an individual citizen or resident of the United States;
    a corporation (or other entity classified as a corporation for
    these purposes) created or organized in or under the laws of the
    United States, any State thereof or the District of Columbia;
    an estate, the income of which is subject to United States
    federal income taxation regardless of the source of that
    income; or
    a trust, if (1) a United States court is able to exercise
    primary supervision over the trusts administration and one
    or more United States persons (within the meaning of
    the Internal Revenue Code) has the authority to control all of
    the trusts substantial decisions, or (2) the trust
    has a valid election in effect under applicable Treasury
    regulations to be treated as a United States person.  Exchange
    Offer
    Payments
    of Interest
    
    if you use the cash method of accounting for United States
    federal income tax purposes, you will include the interest paid
    on your exchange notes in your gross income when you receive the
    interest; and
    if you use the accrual method of accounting for United States
    federal income tax purposes, you will include the interest
    payable on your exchange notes in your gross income when the
    interest accrues.  Pre-Issuance
    Accrued Interest
   89




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##### Table of Contents



Sale
    or Other Disposition of Exchange Notes
        
    the amount realized on the disposition (less any amount
    attributable to accrued interest, which will be taxable as
    ordinary interest income in the manner described under
     United States Holders  Payments of
    Interest); and
    your tax basis in the exchange notes.    Payments
    Upon Early Redemptions and Other Circumstances
     90




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##### Table of Contents



Backup
    Withholding
    
    to any payments made to you of principal of and interest on your
    exchange note, and
    to payment of the proceeds of a sale or other disposition of
    your exchange note,      Non-U.S. Holders
  non-U.S. holder).
  
    on at least 31 days in the calendar year, and
    for an aggregate of at least 183 days during a three-year
    period ending in the current calendar year, counting for such
    purposes all of the days present in the current year, one-third
    of the days present in the immediately preceding year, and
    one-sixth of the days present in the second preceding year.    United
    States Federal Withholding Tax
    
    you do not, directly or indirectly, actually or constructively,
    own ten percent or more of the total combined voting power of
    all classes of our stock entitled to vote within the meaning of
    section 871(h)(3) of the Internal Revenue Code and the
    Treasury regulations thereunder;
    you are not a controlled foreign corporation for United States
    federal income tax purposes that is related, directly or
    indirectly, to us through sufficient stock ownership (as
    provided in the Internal Revenue Code);
    you are not a bank receiving interest on the exchange notes in
    connection with the extension of credit made pursuant to a loan
    agreement entered into in the ordinary course of your trade or
    business;
    such interest is not effectively connected with your conduct of
    a United States trade or business; and
    you provide a signed written statement, on an Internal Revenue
    Service
    Form W-8BEN
    (or other applicable form) that can reliably be associated with
    you, certifying under penalties of perjury that you 91




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are not a United States person within the meaning of the
    Internal Revenue Code and providing your name and address to:        Form W-8ECI Form W-8BEN
  United
    States Federal Income Tax
   Non-U.S. Holders   Non-U.S. Holders 
  
    in the case of interest payments or disposition proceeds
    representing accrued interest, you cannot satisfy the
    requirements of the portfolio interest exception
    described above (and your United States federal income tax
    liability has not otherwise been fully satisfied through the
    United States federal withholding tax described above);
    in the case of gain, you are an individual who is present in the
    United States for 183 days or more during the taxable year
    of the sale or other disposition of your exchange notes and
    specific other conditions are met (in which case, except as
    otherwise provided by an applicable income tax treaty, the gain,
    which may be offset by United States source capital losses,
    generally will be subject to a flat 30% United States federal
    income tax, even though you are not considered a resident alien
    under the Internal Revenue Code); or
    the interest or gain is effectively connected with your conduct
    of a United States trade or business and, if required by an
    applicable income tax treaty, is attributable to a United States
    permanent establishment maintained by you.   92




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United
    States Federal Estate Tax
    
    you directly or indirectly, actually or constructively, own ten
    percent or more of the total combined voting power of all
    classes of our stock entitled to vote within the meaning of
    section 871(h)(3) of the Internal Revenue Code and the
    Treasury regulations thereunder; or
    your interest on the exchange notes is effectively connected
    with your conduct of a United States trade or business.  Backup
    Withholding and Information Reporting
  non-U.S. holder  Non-U.S. Holders 
  non-U.S. office non-U.S. broker non-U.S. office
  
    is a United States person (as defined in the Internal Revenue
    Code);
    is a foreign person that derives 50% or more of its gross income
    in specific periods from the conduct of a trade or business in
    the United States;
    is a controlled foreign corporation for
    U.S. federal income tax purposes; or
    is a foreign partnership, if at any time during its tax year:
    one or more of its partners are U.S. persons who in the
    aggregate hold more than 50% of the income or capital interests
    in the partnership; or
    the foreign partnership is engaged in a U.S. trade or
    business,  non-U.S. person Form W-8BEN non-U.S. person
   93




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PLAN OF
    DISTRIBUTION    over-the-counter and/or
   94




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LEGAL
    MATTERS   EXPERTS    Form 10-K
  INDEPENDENT
    PETROLEUM ENGINEERS    WHERE YOU
    CAN FIND MORE INFORMATION  1-800-SEC-0330.
  INCORPORATION
    OF DOCUMENTS BY REFERENCE   95




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
    Our Annual Report on
    Form 10-K
    for the year ended December 31, 2006, previously filed with
    the Securities and Exchange Commission.
    Our Current Reports on
    Form 8-K
    filed on January 31, 2007, February 27, 2007,
    March 6, 2007, March 27, 2007, March 30, 2007,
    April 2, 2007, April 13, 2007, April 25, 2007 and
    May 2, 2007.   96




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$35,000,000
  BRIGHAM EXPLORATION
    COMPANY
  
  Offer to Exchange all of Our
    Outstanding
 95/8% Senior
    Notes due 2014 for
 95/8% Senior
    Notes due 2014, Which
 Have Been Registered Under the
    Securities Act of 1933
    PROSPECTUS




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##### Table of Contents



PART II
  INFORMATION NOT REQUIRED IN PROSPECTUS
  Item 20.Indemnification
    of Directors and Officers.
  (a)
    Brigham
    Exploration Company                (b)
    Brigham,
    Inc.   II-1




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II-2




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##### Table of Contents



(c)
    Brigham
    Oil & Gas, L.P.  Section 17-108
    Item 21.
    Exhibits
    and Financial Statement Schedules.    Item 22.
    Undertakings.                     II-3




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Rule 14a-3 Rule 14c-3 Regulation S-X
           II-4




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II-5




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SIGNATURES
      By:
    /s/  Eugene
    B. Shepherd, Jr.       By:
    /s/  Eugene
    B. Shepherd, Jr.       By:
    BRIGHAM,
    INC.,   By:
    /s/  Eugene
    B. Shepherd, Jr.




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##### Table of Contents



attorney-in-fact attorneys-in-fact attorneys-in-fact
  BRIGHAM
    EXPLORATION COMPANY
  Signature

Title

Date/s/  Ben
    M. BrighamBen
    M. Brigham

Chief Executive Officer,
    President,
    Chairman of the Board and Director(Principal Executive Officer)

May 9, 2007/s/  Eugene
    B.
    Shepherd, Jr.Eugene
    B. Shepherd, Jr.

Chief Financial Officer(Principal Financial and Accounting Officer)

May 9, 2007/s/  David
    T. BrighamDavid
    T. Brigham

Director

May 9, 2007/s/  Stephen
    C. HurleyStephen
    C. Hurley

Director

May 9, 2007/s/  Stephen
    P. ReynoldsStephen
    P. Reynolds

Director

May 9, 2007/s/  Hobart
    A. SmithHobart
    A. Smith

Director

May 9, 2007   BRIGHAM,
    INC.
  Signature

Title

Date/s/  Ben
    M. BrighamBen
    M. Brigham

President and Director(Principal Executive Officer)

May 9, 2007/s/  Eugene
    B.
    Shepherd, Jr.Eugene
    B. Shepherd, Jr.

Chief Financial Officer(Principal  Financial and Accounting  Officer)

May 9, 2007/s/  David
    T. BrighamDavid
    T. Brigham

Executive
    Vice-President  
    Land and  Administration and Director

May 9, 2007   BRIGHAM
    OIL & GAS, L.P.
 (Brigham, Inc. serves as the managing general partner of
    Brigham Oil & Gas, L.P.)
  /s/  Ben
    M. BrighamBen
    M. Brigham

President(Principal Executive  Officer)

May 9, 2007/s/  Eugene
    B. Shepherd,Eugene
    B. Shepherd, Jr.

Chief Financial Officer (Principal Financial and Accounting Officer)

May 9, 2007




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##### Table of Contents



INDEX TO
    EXHIBITS
  4
.1

Form of Common Stock Certificate
    (filed as Exhibit 4.1 to Brighams Registration
    Statement on
    Form S-1
    (Registration
    No. 333-22491)
    and incorporated herein by reference)4
.2

Certificate of Designations of
    Series A Preferred Stock (Par Value $.01 Per Share) of
    Brigham Exploration Company filed October 31, 2000 (filed
    as Exhibit 4.1 to Brighams Current Report on
    Form 8-K,
    as amended (filed November 8, 2000) and incorporated herein
    by reference)4
.3

Certificate of Amendment of
    Certificate of Designations of Series A Preferred Stock
    (Par Value $.01 Per Share) of Brigham Exploration Company, filed
    March 2, 2001 (filed as Exhibit 4.2.1 to
    Brighams Annual Report on
    Form 10-K
    for the year ended December 31, 2000 and incorporated
    herein by reference)4
.4

Fourth Amended and Restated Credit
    Agreement, dated June 29, 2005 between Brigham
    Oil & Gas, L.P., Bank of America, N.A., The Royal Bank
    of Scotland plc, BNP Paribas and Banc of America Securities LLC.
    (filed as Exhibit 10.1 to Brighams Quarterly Report
    on
    Form 10-Q
    for the quarter ended June 30, 2005 and incorporated herein
    by reference)4
.5

Second Amended and Restated
    Subordinated Credit Agreement dated January 21, 2005
    between Brigham Oil & Gas, L.P., and The Royal Bank of
    Scotland plc. (filed as Exhibit 10.45 to Brighams
    Annual Report on
    Form 10-K
    for the year ended December 31, 2004 and incorporated
    herein by reference)4
.6

First Amendment to Second Amended
    and Restated Subordinated Credit Agreement dated June 29,
    2005, between Brigham Oil & Gas, L.P., and The Royal
    Bank of Scotland plc. (filed as Exhibit 10.3 to
    Brighams Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2005 and incorporated herein
    by reference)4
.7

Second Amended and Restated
    Intercreditor and Subordination Agreement, dated
    January 21, 2005 (filed as Exhibit 10.4 to
    Brighams Quarterly Report on
    Form 10-Q
    for the quarter ended June 30,2005 and incorporated herein
    by reference)4
.8

First Amendment to the Second
    Amended and Restated Intercreditor and Subordination Agreement,
    dated June 29, 2005 (filed as Exhibit 10.5 to
    Brighams Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2005 and incorporated herein
    by reference)4
.9

The Resignation of Agent,
    Appointment of Successor Agent and Assignment of Security
    Instruments dated June 29, 2005 by and among Brigham
    Oil & Gas, L.P., Société Générale
    and Bank of America, N.A. (filed as Exhibit 10.2 to
    Brighams Quarterly Report on
    Form 10-Q
    for the six month period ended June 30, 2005 and
    incorporated herein by reference).4
.10

First Amendment to Fourth Amended
    and Restated Credit Agreement, dated April 10, 2006 between
    Brigham Oil & Gas, L.P., Brigham Exploration Company,
    Brigham, Inc. and Bank of America, N.A. (filed as Exhibit 10.3
    to Brighams Current Report on
    Form 8-K
    filed April 24, 2006 and incorporated herein by reference).4
.11

Second Amendment to Fourth Amended
    and Restated Credit Agreement, dated March 27, 2007 between
    Brigham Oil & Gas, L.P., Brigham Exploration Company,
    Brigham, Inc. and Bank of America, N.A. (filed as
    Exhibit 10.3 to Brighams Current Report on
    Form 8-K
    filed April 13, 2007 and incorporated herein by reference).4
.12

Indenture, dated as of
    April 20, 2006, among Brigham Exploration Company, the
    guarantors named therein and Wells Fargo Bank, N.A., as trustee,
    relating to $125,000,000 aggregate principal amount of 9 58%
    Notes Due 2014 (filed as Exhibit 4.1 to Brighams
    Current Report on
    Form 8-K
    filed April 24, 2006 and incorporated herein by reference).4
.13

Form of
    95/8% Senior
    Exchange Note due 2014 (filed as Exhibits 4.3 and 4.4 to
    Current Report on
    Form 8-K
    filed April 13, 2007 and incorporated herein by reference).4
.14

Form of Notation of Guarantee
    (filed as Exhibit 4.2 to Brighams Current Report on
    Form 8-K
    filed April 13, 2007 and incorporated herein by reference).5
.1*

Opinion of Thompson &
    Knight LLP10
.1

Amended and Restated Agreement of
    Limited Partnership of Brigham Oil & Gas, L.P., dated
    December 30, 1997 by and among Brigham, Inc., Brigham
    Holdings I, L.L.C. and Brigham Holdings II, L.L.C.
    (filed as Exhibit 10.1.4 to Brighams Annual Report on
    Form 10-K
    for the year ended December 31, 1998, and incorporated
    herein by reference)




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##### Table of Contents



10
.2

Consulting Agreement dated
    May 1, 1997, by and between Brigham Oil & Gas,
    L.P. and Harold D. Carter (filed as Exhibit 10.4 to
    Brighams Registration Statement on
    Form S-1
    (Registration
    No. 33-53873),
    and incorporated herein by reference).10
.3

Letter agreement, dated as of
    March 20, 2000, setting forth amendments effective
    January 1, 2000, to the Consulting Agreement, dated
    May 1, 1997, by and between Brigham Oil & Gas,
    L.P. and Harold D. Carter (filed as Exhibit 10.5.1 to
    Brighams Annual Report on
    Form 10-K
    for the year ended December 31, 1999 and incorporated
    herein by reference).10
.4

Letter agreement, setting forth
    amendments to the Consulting Agreement, dated May 1, 1997,
    by and between Brigham Oil & Gas, L.P. and Harold D.
    Carter (filed as Exhibit 10.4 to Brighams Annual
    Report on
    Form 10-K
    for the year ended December 31, 2003 and incorporated
    herein by reference).10
.5

Employment Agreement, by and
    between Brigham Exploration Company and Ben M. Brigham (filed as
    Exhibit 10.7 to Brighams Registration Statement on
    Form S-1
    (Registration
    No. 333-22491)
    and incorporated herein by reference).10
.6

1997 Incentive Plan of Brigham
    Exploration Company as amended through April 9, 2003 (filed
    as Appendix B to Brighams Definitive Proxy Statement on
    Schedule 14-A on May 7, 2003 and incorporated herein by
    reference).10
.7

Form of Option Agreement for
    certain executive officers (filed as Exhibit 10.9.1 to
    Brighams Registration Statement on
    Form S-1
    (Registration
    No. 333-22491),
    and incorporated herein by reference).10
.8

Form of Restricted Stock Agreement
    for certain executive officers dated as of October 27, 2000
    (filed as Exhibit 10.8.2 to Brighams Annual Report on
    Form 10-K
    for the year ended December 31, 2000 and incorporated
    herein by reference).10
.9

Two Bridgepoint Lease Agreement
    dated September 30, 1996, by and between Investors Life
    Insurance Company of North America and Brigham Oil &
    Gas, L.P. (filed as Exhibit 10.14 to Brighams
    Registration Statement on
    Form S-1
    (Registration
    No. 333-22491)
    and incorporated herein by reference).10
.10

First Amendment to Two Bridge
    Point Lease Agreement dated April 11, 1997 between
    Investors Life Insurance Company of North America and Brigham
    Oil & Gas, L.P. (filed as Exhibit 10.9.1 to
    Brighams Registration Statement on
    Form S-1
    (Registration
    No. 333-53873)
    and incorporated herein by reference).10
.11

Second Amendment to Two Bridge
    Point Lease Agreement dated October 13, 1997 between
    Investors Life Insurance Company of North America and Brigham
    Oil & Gas, L.P. (filed as Exhibit 10.9.2 to
    Brighams Registration Statement on
    Form S-1
    (Registration
    No. 333-53873)
    and incorporated herein by reference).10
.12

Letter dated April 17, 1998
    exercising Right of First Refusal to Lease 3rd Option
    Space (filed as Exhibit 10.9.3 to Brighams
    Registration Statement on
    Form S-1
    (Registration
    No. 333-53873)
    and incorporated herein by reference).10
.13

Third Amendment to Two Bridge
    Point Lease Agreement dated November 1998 between Hub Properties
    Trust and Brigham Oil & Gas, L.P. (filed as
    Exhibit 10.13 to Brighams Annual Report on
    Form 10-K
    for the year ended December 31, 2004 and incorporated
    herein by reference).10
.14

Fourth Amendment to Two Bridge
    Point Lease Agreement dated February 7, 2002 between Hub
    Properties Trust and Brigham Oil & Gas, L.P. (filed as
    Exhibit 10.14 to Brighams Annual Report on
    Form 10-K
    for the year ended December 31, 2004 and incorporated
    herein by reference).10
.15

Fifth Amendment to Two Bridge
    Point Lease Agreement dated December 20, 2004 between Hub
    Properties Trust, a Maryland real estate investment trust, and
    Brigham Oil & Gas, L.P. (filed as Exhibit 10.15
    to Brighams Annual Report on
    Form 10-K
    for the year ended December 31, 2004 and incorporated
    herein by reference).




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##### Table of Contents



10
.16

Form of Indemnity Agreement
    between the Registrant and each of its executive officers (filed
    as Exhibit 10.28 to Brighams Registration Statement
    on
    Form S-1
    (Registration
    No. 333-22491),
    and incorporated herein by reference).10
.17

Registration Rights Agreement
    dated February 26, 1997 by and among Brigham Exploration
    Company, General Atlantic Partners III L.P., GAP-Brigham
    Partners, L.P., RIMCO Partners, L.P. II, RIMCO Partners
    L.P. III, and RIMCO Partners, L.P. IV, Ben M. Brigham, Anne
    L. Brigham, Harold D. Carter, Craig M. Fleming, David T. Brigham
    and Jon L. Glass (filed as Exhibit 10.29 to Brighams
    Registration Statement on
    Form S-1
    (Registration
    No. 333-22491),
    and incorporated herein by reference).10
.18

1997 Director Stock Option
    Plan, as amended as of April 9, 2003. (filed as
    Exhibit 10.15 to Brighams Annual Report on
    Form 10-K
    for the year ended December 31, 2003 and incorporated
    herein by reference).10
.19

Form of Employee Stock Ownership
    Agreement (filed as Exhibit 10.31 to Brighams
    Registration Statement on
    Form S-1
    (Registration No.
    333-22491),
    and incorporated herein by reference).10
.20

Form Change of Control Agreement
    dated as of September 20, 1999 between Brigham Exploration
    Company and certain Officers (filed as Exhibit 10.3 to
    Brighams Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended September 30, 1999 and
    incorporated by reference herein).10
.21

Registration Rights Agreement
    dated November 1, 2000 by and between Brigham Exploration
    Company, DLJ MB Funding III, Inc., and DLJ ESC II, LP.
    (filed as Exhibit 10.10 to Brighams Current Report on
    Form 8-K,
    as amended (filed November 8, 2000), and incorporated
    herein by reference).10
.22

First Amendment to Registration
    Rights Agreement, dated March 5, 2001, by and among Brigham
    Exploration Company, DLJMB Funding III, Inc., DLJ Merchant
    Banking Partners III, LP, DLJ ESC II, LP and DLJ
    Offshore Partners III, CV (filed as Exhibit 10.71 to
    Brighams Annual Report on
    Form 10-K
    for the year ended December 31, 2000 (filed March 23,
    2001), and incorporated herein by reference).10
.23

Registration Rights Agreement
    dated December 20, 2002 between Brigham Exploration Company
    and Shell Capital Inc. (filed as Exhibit 10.50 to
    Brighams Annual Report on
    Form 10-K
    for the year ended December 31, 2002 and incorporated
    herein by reference).10
.24

Second Amendment to Registration
    Rights Agreement dated December 21, 2002 between Brigham
    Exploration Company and Credit Suisse First Boston Entities
    (filed as Exhibit 10.51 to Brighams Annual Report on
    Form 10-K
    for the year ended December 31, 2002 and incorporated
    herein by reference).10
.25

Third Amendment to Registration
    Rights Agreement May 24, 2004 between Brigham Exploration
    Company and Credit Suisse First Boston Entities (filed as
    Exhibit 99.1 to Brighams Current Report on
    Form 8-K
    (filed July 20, 2004), and incorporated herein by
    reference).10
.26

Form of Restricted Stock Agreement
    (filed as Exhibit 10.1 to Brighams Quarterly Report
    on
    Form 10-Q
    for the nine month period ended September 30, 2005 and
    incorporated herein by reference).10
.26

Purchase Agreement dated
    April 12, 2006 between Brigham Exploration Company, Banc of
    America Securities LLC, Credit Suisse Securities (USA) LLC,
    Greenwich Capital Markets, Inc., BNP Paribas Securities Corp.,
    Hibernia South Coast Capital, Inc. and Natexis Bleichroeder,
    Inc. (filed as Exhibit 10.1 to Brighams Current
    Report on
    Form 8-K
    filed April 24, 2006 and incorporated herein by reference).10
.27

Registration Rights Agreement
    dated April 20, 2006 between Brigham Exploration Company,
    Banc of America Securities LLC, Credit Suisse Securities (USA)
    LLC, Greenwich Capital Markets, Inc., BNP Paribas Securities
    Corp., Hibernia South Coast Capital, Inc. and Natexis
    Bleichroeder, Inc. (filed as Exhibit 10.2 to Brighams
    Current Report on
    Form 8-K
    filed April 24, 2006 and incorporated herein by reference).10
.28

Form of Amended and Restated
    Indemnity Agreement between Brigham Exploration Company and each
    of its directors and executive officers (filed as
    Exhibit 99.1 to Brighams Current Report on
    Form 8-K
    filed December 5, 2006 and incorporated herein by
    reference).10
.29

Purchase Agreement dated
    March 30, 2007 between Brigham Exploration Company, Banc of
    America Securities LLC, and Credit Suisse Securities (USA) LLC,
    (filed as Exhibit 10.1 to Brighams Current Report on
    Form 8-K
    filed April 13, 2007 and incorporated herein by reference).




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##### Table of Contents



10
.30

Registration Rights Agreement
    dated April 9, 2007 between Brigham Exploration Company,
    Banc of America Securities LLC and Credit Suisse Securities
    (USA) LLC (filed as Exhibit 10.2 to Brighams Current
    Report on
    Form 8-K
    filed April 13, 2007 and incorporated herein by reference).12
.1*

Statement regarding Ratio of
    Earnings to Fixed Charges21
.1

Subsidiaries of the Registrant
    (incorporated by reference to Exhibit 21.1 to Brighams
    Annual Report on
    Form 10-K
    for the year ended December 31, 2006).23
.1*

Consent of PricewaterhouseCoopers
    LLP23
.2*

Consent of KPMG LLP23
.3*

Consent of Thompson &
    Knight, LLP (contained within Exhibit 5.1 hereto)23
.4*

Consent of Cawley
    Gillespie & Associates, Inc.24*


Powers of Attorney (included on
    the signature page hereto)25
.1

Statement of Eligibility of
    Trustee on
    Form T-1
    (filed as Exhibit 25.1 to Brighams Registration
    Statement on
    Form S-4
    (File
    No. 333-135271)
    and incorporated herein by reference)99
.1*

Form of Letter of Transmittal99
.2*

Form of Notice of Guaranteed
    Delivery99
.3*

Form of Letter to Registered
    Holders and DTC Participants99
.4*

Form of Client Letter99
.5*

Form of Exchange Agent Agreement     *
    
    Filed herewith