##### Table of Contents



As filed with the Securities and Exchange Commission on
    May 9, 2007
 Registration
    No. 333-
    UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form S-3
 REGISTRATION STATEMENT
    UNDER
    THE SECURITIES ACT OF 1933
 Brigham Exploration
    Company
 (Exact name of registrant as
    specified in its charter)
  Delaware

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

(I.R.S. Employer
    Identification No.)   For Co-Registrants, see Table of
    Co-Registrants.
  6300 Bridge Point Parkway
    Building Two, Suite 500
    Austin, Texas 78730(512) 427-3300

Ben M. Brigham
    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)

(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
  þ
  o
  o
  o
  o
  CALCULATION
    OF REGISTRATION FEE(1)
  Proposed Maximum


Proposed Maximum


Amount ofTitle of Each Class of


Amount


Offering


Aggregate


RegistrationSecurities to be Registered


to be Registered


Price per Unit(1)


Offering Price(1)


Fee95/8% Senior
    Notes due 2014


$35,000,000


100%


$35,000,000


(2)Guarantee of
    95/8% Senior
    Notes due 2014





N/A


N/A


(3)  (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)
    
    In accordance with Rule 457(q)
    of the rules and regulations under the Securities Act of 1933,
    as amended, no filing fee is required in connection with the
    registration of an indeterminate amount of securities offered
    solely for market-making purposes by an affiliate of the
    Registrant.(3)
    
    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 the Registration
    Statement shall become effective on such date as the Securities
    and Exchange Commission, acting pursuant to said
    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, Inc.


Nevada


75-2354099Brigham Oil & Gas,
    L.P.


Delaware


75-2429186




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##### Table of Contents



The
information in this prospectus is not complete and may be
changed. We may not sell these Securities until the registration
statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these
securities and it is not soliciting an offer to acquire these
securities in any jurisdiction where the offer, sale or exchange
is not permitted.  SUBJECT TO
    COMPLETION, DATED MAY 9, 2007
  PROSPECTUS
  
  Brigham
    Exploration Company
  $35,000,000
  95/8% Senior
    Notes Due 2014
  The
    95/8% Senior
    Notes due 2014 were issued on or
    about          ,
    2007 in exchange for $35,000,000 of
    95/8% Senior
    Notes due 2014 originally issued on April 9, 2007. We refer
    to the notes issued in the exchange and the original notes
    collectively as notes.
  The
    Notes
  
    Interest is payable
    on the notes semi-annually in cash in arrears on May 1 and
    November 1 of each year, starting on May 1, 2007.
    We may redeem the
    notes, in whole or in part, on or after May 1, 2010, at the
    redemption prices described in this prospectus, plus accrued
    interest.
    Prior to May 1,
    2009, we may redeem up to 35% of the notes with the net cash
    proceeds from certain equity offerings.
    All of our existing
    and future domestic restricted subsidiaries will guarantee the
    notes on a senior unsecured basis.
    The notes and the
    guarantees 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 are 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.
    If we experience
    certain types of change of control transactions, we must offer
    to repurchase the notes at 101% of the aggregate principal
    amount of the notes repurchased, plus accrued and unpaid
    interest.  We do not intend to
    apply for listing of the notes on any securities exchange.
  Credit Suisse
    Securities (USA) LLC, is an affiliate of DLJ Merchant Banking
    Partners III, L.P. and its affiliated funds, that are
    investors in us. This prospectus has been prepared for and will
    be used by Credit Suisse Securities (USA) LLC in connection with
    offers and sales of the notes in market-making transactions from
    time to time.
  You should read
    this prospectus and any prospectus supplement carefully before
    you invest, including the Risk Factors which begin on
    page 7 of this prospectus.
  Neither the
    Securities and Exchange Commission nor any state securities
    commission has approved of the securities to be issued under
    this prospectus or determined if this prospectus is truthful or
    complete. Any representation to the contrary is a criminal
    offense.
  Credit
    Suisse Securities (USA) LLC
  This prospectus is
    dated




---



##### 



TABLE OF
    CONTENTS
  PageProspectus
    Summary


1Risk
    Factors


7Use
    of Proceeds


20Ratio
    of Earnings to Fixed Charges


20Description
    of Other Indebtedness


20Description
    of the Notes


21Material
    United States Federal Tax Considerations


68Plan
    of Distribution


74Where
    you Can Find More Information


75Forward-Looking
    Statements


76Legal
    Matters


76Experts


76Independent
    Petroleum Engineers


76Opinion of Thompson & Knight LLPConsent of PricewaterhouseCoopers LLPConsent of KPMG LLPConsent of Cawley Gillespie & Associates, Inc.




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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 notes. You should
    pay special attention to the Risk Factors section of
    this prospectus to determine whether an investment in the 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.




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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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The
    Notes
  The summary below describes the principal terms of the notes.
    Some of the terms and conditions descried below are subject to
    important limitations and exceptions. The Description of
    Notes section of this prospectus contains a more detailed
    description of the terms and conditions of the 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 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 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
    notes at any time at the redemption prices described under
    Description of Notes  Optional
    Redemption, plus accrued and unpaid interest.Prior to May 1, 2009, we may redeem up to 35% of the notes
    with the proceeds from certain equity offerings at the
    redemption price listed under Description of
    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 notes at 101% of
    the aggregate principal amount of the notes repurchased, plus
    accrued and unpaid interest.Basic Covenants of Indenture
    
    The indenture, among other things, restricts 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; engage in sale and leaseback transactions;
 5




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 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 Notes  Certain Covenants.Absence of a Public Market
    
    We do not intend to list the notes on any securities exchange.
    Accordingly, there can be no assurance as to the development or
    liquidity of any market for the 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 notes.
 6




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RISK
    FACTORS    Risks
    Relating to the Notes and Our Indebtedness
  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.      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.
   7




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To
    service our indebtedness, we will require a significant amount
    of cash. Our ability to generate cash depends on many factors
    beyond our control.
        Your
    right to receive payments on the notes is effectively
    subordinated to the rights of our and the guarantors
    existing and future secured creditors.
  winding-up,
   8




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The
    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 notes.
    The
    indenture governing the notes imposes, 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; 9




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##### Table of Contents




    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.        We may
    not have the ability to raise the funds necessary to finance the
    change of control offer required by the indenture governing the
    notes.
     10




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Your
    ability to transfer the 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 notes.
    Federal
    and state statutes allow courts, under specific circumstances,
    to void the guarantees and require noteholders to return
    payments received from the guarantors.
    
    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,
 11




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##### Table of Contents




    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.
    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; 12




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
    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.
    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
   13




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##### Table of Contents




    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
  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.     14




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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.
            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.
   15




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##### Table of Contents



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.
    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.   16




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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.
      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.
     17




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##### Table of Contents



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.    We are
    subject to various governmental regulations and environmental
    risks that may cause us to incur substantial
    costs.
       18




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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.
    Certain
    anti-takeover provisions may adversely affect your rights as a
    noteholder.
   19




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USE OF
    PROCEEDS   RATIO OF
    EARNINGS TO FIXED CHARGES    For the years ended December 31,2002


2003


2004


2005


2006Ratio of earnings to fixed charges


0.8
x


2.4
x


7.8
x


8.3
x


3.4x  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.   20




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QuarterlyPercent of Borrowing Base Utilized

Commitment Fee<50%


0.250
%50% and <75%


0.250
%75% and <90%


0.375
%90%


0.375
%    DESCRIPTION
    OF THE 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.   21




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Principal,
    Maturity and Interest
    360-day 30-day
  N9303-120,
      Guarantees
   22




---



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provided
  Optional
    Redemption
   23




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##### Table of Contents



Year

Redemption Price2010


104.813
%2011


102.406
%2012 and thereafter


100.00
%   provided
    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 24




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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.            Rule 14e-1
   25




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Certain
    Covenants
    Incurrence
    of Indebtedness and Issuance of Disqualified Stock
            provided,
    however
         26




---



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provided
  provided provided, further
            provided
 27




---



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provided
        Restricted
    Payments
                pro forma
 28




---



##### Table of Contents



pro forma  Incurrence of Indebtedness and Issuance of
    Disqualified Stock;
                provided
     29




---



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provided
        provided, however
       30




---



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Transactions
    with Affiliates
              provided, however
         Restricted Payments
    Liens
   31




---



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Asset
    Sales
             32




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Rule 14e-1
  Issuances
    of Guarantees by Restricted Subsidiaries
    provided, however
 33




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Limitation
    on Issuances and Sales of Preferred Stock of Restricted
    Subsidiaries
  provided
    Dividend
    and Other Payment Restrictions Affecting Restricted
    Subsidiaries
                provided
   34




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##### Table of Contents



 Liens
  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.
 35




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Unrestricted
    Subsidiaries
       Restricted Payments
   Incurrence of Indebtedness and Issuance of
    Disqualified Stock
         Restricted Payments.
    provided, however
         36




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 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
   37




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pro forma
  pro forma pro forma Incurrence of
    Indebtedness and Issuance of Disqualified Stock;
    Liens
     38




---



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pro forma
    provided, however
  12-month
      Events of
    Default
     39




---



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Asset Sales
            ipso facto
   40




---



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15-day
     41




---



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No
    Personal Liability of Directors, Officers, Employees and
    Stockholders
    Defeasance
    or Covenant Defeasance of Indenture
                     42




---



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Satisfaction
    and Discharge
           43




---



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Amendments
    and Waivers
  provided, however
    
    Asset Sales
           44




---



##### Table of Contents



provided
  and/or
                Transfer
    and Exchange
     45




---



##### Table of Contents



Governing
    Law
    Concerning
    the Trustee
    provided, however
    Book-Entry,
    Delivery and Form
        Depositary
    Procedures
     46




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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.
     47




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##### Table of Contents



same-day
      Exchange
    of Global Notes for Certificated Notes
           48




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##### Table of Contents



Exchange
    of Certificated Notes for Global Notes
    Same-Day
    Settlement and Payment
  Same-Day
    Certain
    Definitions
  Acquired Debt
  Additional Assets
  Adjusted Consolidated Net Tangible Assets
     49




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50




---



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Affiliate
  Asset Sale
                           51




---



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Attributable Indebtedness
  Bankruptcy Law
  BOG LP
  Capital Lease Obligation
  Capital Stock
  Cash Equivalents
    A-1 P-1
  A-1 P-1
      Change of Control
  Rules 13d-3 13d-5
 52




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##### Table of Contents



2 3
    Restricted
    Payments  Restricted Payments
  Rules 13d-3 13d-5
      Commission
  Company
  Consolidated Fixed Charge Coverage Ratio
   53




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##### Table of Contents



pro forma Regulation S-X
          provided
  pro forma
  pro forma
  Consolidated Income Tax Expense
  Consolidated Interest Expense
           54




---



##### Table of Contents



and/or
        Consolidated Net Income (Loss)
            provided
          Consolidated Net Worth
 55




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##### Table of Contents



Consolidated Non-cash Charges
  Consolidation
  Credit Facility
  Default
  Disinterested Director
  Disqualified Stock
  Dollar-Denominated Production Payment
  Equity Offering
  Exchange Act
  Exchanged Properties
  Fair Market Value
 56




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Foreign Subsidiary
  Generally Accepted Accounting Principles GAAP
  Guarantee
  Guaranteed Debt
            provided
  Guarantor
  Indebtedness
       57




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Indenture Obligations
  Interest Rate Agreements and/or
  Investment
 58




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Restricted Payments
  Issue Date
  Lien
  Limited Partners
  Liquid Securities provided Asset
    Sales
  Material Change provided, however Asset
    Sales
  Maturity
  Net Available Cash
 59




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provided
      provided, however
  Net Cash Proceeds Restricted Payments
  Net Working Capital provided, however mark-to-market
  Non-Guarantor Restricted Subsidiary
 60




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Oil and Gas Business
  Oil and Gas Liens provided,
    however
  Pari Passu Indebtedness pari passu
  Pari Passu Offer
  Permitted Business Investments
  Permitted Investment
       61




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Asset
    Sales
                  Permitted Lien
              provided
 62




---



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provided
      provided
    provided,
    however provided further
 63




---



##### Table of Contents



provided, however
          Permitted Refinancing Indebtedness provided
          Person
  Preferred Stock
  Production Payments
 64




---



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Production Payments and Reserve Sales
  Property
  Purchase Money Obligation provided
        Qualified Capital Stock
  Restricted Subsidiary  Unrestricted Subsidiaries.
  Sale Leaseback Transaction
  Securities Act
  Senior Credit Agreement
 65




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Series A Preferred Stock
  Significant Subsidiary Rule 1-02 Regulation S-X
  Stated Maturity
  Subordinated Indebtedness
  Subsidiary of a Person means
        Trade Accounts Payable
  Unrestricted Subsidiary  Unrestricted
    Subsidiaries.
  Unrestricted Subsidiary Indebtedness
     66




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provided
  U.S. Government Obligations provided
  Volumetric Production Payment
  Voting Stock
  Weighted Average Life to Maturity
  Wholly Owned Restricted Subsidiary
 67




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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.       68




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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.  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 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 notes in your gross income when the interest
    accrues.  Sale
    or Other Disposition of 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 notes.    Payments
    Upon Early Redemptions and Other Circumstances
   69




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Backup
    Withholding
    
    to any payments made to you of principal of and interest on your
    note, and
    to payment of the proceeds of a sale or other disposition of
    your 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
   70




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
    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 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 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 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% 71




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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.    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 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 72




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
    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. Form W-8BEN non-U.S. person
   73




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PLAN OF
    DISTRIBUTION         74




---



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WHERE YOU
    CAN FIND MORE INFORMATION  Form S-3 1-800-SEC-0330
        
    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.    (512) 427-3300
 75




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FORWARD-LOOKING
    STATEMENTS      
    our growth strategies;
    our ability to successfully and economically explore for and
    develop oil and 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 gas industry;
    our ability to make and integrate acquisitions; and
    the impact of governmental regulation.   LEGAL
    MATTERS   EXPERTS    Form 10-K
 INDEPENDENT
    PETROLEUM ENGINEERS   76




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$35,000,000
  95/8% Senior
    Notes due 2014
    PROSPECTUS
    ,
    2007




---



##### Table of Contents



PART II
  INFORMATION
    NOT REQUIRED IN PROSPECTUS
  Item 14.
    Other
    Expenses of Issuance and Distribution.    Securities and Exchange Commission
    registration fee


N/AAccounting fees and expenses


*Legal fees and expenses


*Trustee fees and expenses


*Printing expenses


*Blue sky fees and expenses
    (including legal fees)


*Miscellaneous


*Total


*     *
    
    To be filed by amendment.  Item 15.
    Indemnification
    of Directors and Officers.




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---



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Section 17-108
  Item 16.
    Exhibits.    Item 17.
    Undertakings.            Form S-3




---



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---



##### Table of Contents



SIGNATURES
  Form S-3 th
    By:
    /s/  Eugene
    B. Shepherd, Jr.        By:
    /s/  Eugene
    B. Shepherd, Jr.       By:
    BRIGHAM, INC.,   By:
    /s/  Eugene
    B. Shepherd, Jr.




---



##### Table of Contents



attorney-in-fact attorneys-in-fact attorneys-in-fact
    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     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     /s/  Ben
    M. BrighamBen
    M. Brigham

President(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




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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
    95/8%
    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).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).




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##### Table of Contents



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).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).




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##### Table of Contents



12
.1

Statement regarding Ratio of
    Earnings to Fixed Charges (filed as Exhibit 12.1 to
    Brighams Registration Statement on
    Form S-4
    (Registration
    No. 333-142783)21
.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)     *
    
    Filed herewith