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

FORM 10-Q

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

For the quarterly period ended March 31, 2001

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 000-22433

BRIGHAM EXPLORATION COMPANY
(Exact name of registrant as specified in its charter)

DELAWARE 1311 75-2692967
(State of other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification
organization) Number)

6300 BRIDGEPOINT PARKWAY
BUILDING TWO, SUITE 500
AUSTIN, TEXAS 78730
(512) 427-3300
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
Yes X . No .
--- ---

As of May 10, 2001, 15,992,518 shares of Common Stock, $.01 per share, were
outstanding.

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BRIGHAM EXPLORATION COMPANY
FIRST QUARTER 2001 FORM 10-Q REPORT

TABLE OF CONTENTS
-----------------

PAGE
----
PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets - March 31, 2001 and December 31, 2000 . . . 1
Condensed Consolidated Statements of Operations - Three months ended
March 31, 2001 and 2000 . . . . . . . . . . . . . . . . . . . . . . . . . .2
Condensed Consolidated Statements of Changes in Stockholders' Equity - Three
months ended March 31, 2001 . . . . . . . . . . . . . . . . . . . . . . . .3
Condensed Consolidated Statement of Cash Flows - Three months ended
March 31, 2001 and 2000 . . . . . . . . . . . . . . . . . . . . . . . . . .4
Notes to Condensed Consolidated Financial Statements . . . . . . . . . . . . .5

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . .9

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

PART II - OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS . . . . . . . . . . . . . . . . . 17

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS . . . . . . . . . . . 17

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K . . . . . . . . . . . . . . . . . . . . . . 17

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

BRIGHAM EXPLORATION COMPANY

CONDENSED CONSOLIDATED
BALANCE SHEETS
(in thousands)
(unaudited)

March 31, December 31,
2001 2000
----------- --------------
ASSETS

Current assets:
Cash and cash equivalents $ 12,029 $ 837
Accounts receivable 12,863 9,277
Other current assets 563 559
----------- --------------
Total current assets 25,455 10,673
----------- --------------

Oil and gas properties, at cost, net 137,665 129,490
Other property and equipment, at cost, net 1,311 1,341
Drilling advances paid 575 960
Deferred loan fees 3,995 4,338
Other noncurrent assets 100 109
----------- --------------
$ 169,101 $ 146,911
=========== ==============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 10,049 $ 9,211
Accrued drilling costs 2,175 792
Participant advances received 300 136
Other current liabilities 11,063 7,760
----------- --------------
Total current liabilities 23,587 17,899
----------- --------------

Notes payable 75,000 75,000
Senior subordinated notes 16,075 7,000
Other noncurrent liabilities 2,025 3,697

Commitments and contingencies

Series A Preferred Stock, mandatorily redeemable, $.01 par value, $20 stated value,
2,250,000 shares authorized, 1,513,334 and 1,000,000 shares issued and outstanding
at March 31, 2001 and December 31, 2000, redemption value $20 per share 14,183 8,558

Stockholders' equity:
Preferred stock, $.01 par value, 10 million shares authorized, none issued and outstanding - -
Common stock, $.01 par value, 50 million shares authorized, 17,045,150 and
17,030,176 shares issued at March 31, 2001 and December 31, 2000, respectively 170 170
Additional paid-in capital 82,353 78,274
Unearned stock compensation (1,233) (1,321)
Accumulated deficit (37,514) (38,416)
Treasury stock, at cost; 1,052,632 shares at March 31, 2001 and December 31, 2000 (3,950) (3,950)
Accumulated other comprehensive income (loss) (1,595) -
----------- --------------
Total stockholders' equity 38,231 34,757
----------- --------------
$ 169,101 $ 146,911
=========== ==============

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

See accompanying notes to the condensed consolidated financial statements.

BRIGHAM EXPLORATION COMPANY

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

Three Months Ended
March 31,
------------------
2001 2000
-------- --------

Revenues:
Oil and gas sales $ 6,905 $ 4,505
Other 138 33
-------- --------
7,043 4,538
-------- --------

Costs and expenses:
Lease operating 706 459
Production taxes 466 304
General and administrative 817 740
Depletion of oil and gas properties 2,477 1,764
Depreciation and amortization 110 123
Amortization of stock compensation 42 12
-------- --------
4,618 3,402
-------- --------
Operating income 2,425 1,136
-------- --------

Other income (expense):
Interest income 62 37
Interest expense, net (1,806) (2,775)
Other income (expense) 221 (596)
-------- --------
(1,523) (3,334)
-------- --------

Income (loss) before income taxes 902 (2,198)
Income tax benefit (expense) - -
-------- --------

Net income (loss) 902 (2,198)

Less accretion and dividends on redeemable preferred stock 478 -
-------- --------

Net income (loss) attributable to common stockholders $ 424 $(2,198)
======== ========

Net income (loss) per share attributable to common stockholders:
Basic $ 0.03 $ (0.14)
Diluted $ 0.02 $ (0.14)

See accompanying notes to the condensed consolidated financial statements.

BRIGHAM EXPLORATION COMPANY

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

Accumulated
Other
Compre-
Common Stock Additional Unearned Accum- Treasury Stock hensive Total
--------------- Paid-in Stock ulated ----------------- Income Stockholders'
Shares Amounts Capital Compensation Deficit Shares Amounts (Loss) Equity
------ ------- --------- ------------ --------- ------- -------- --------- ---------

Balance, December 31, 2000 17,030 $ 170 $ 78,274 $ (1,321) $(38,416) (1,053) $(3,950) $ - $ 34,757

Exercise of employee stock
options 15 - 57 - - - - - 57
Issuance of warrants - - 4,500 - - - - - 4,500
Dividends on mandatorily
redeemable Series A
Preferred Stock - - (457) - - - - - (457)
Accretion on mandatorily
redeemable Series A
Preferred Stock - - (21) - - - - - (21)
Amortization of unearned
stock compensation - - - 88 - - - - 88
Net income - - - - 902 - - - 902
Other comprehensive
income (loss):
Cumulative effect (loss) on
the adoption of FAS 133 - - - - - - - (11,800) (11,800)
Change in fair value of
cash flow hedges - - - - - - - 10,205 10,205
Comprehensive loss
------ ------- --------- ------------ --------- ------- -------- --------- ---------
Balance, March 31, 2001 17,045 $ 170 $ 82,353 $ (1,233) $(37,514) (1,053) $(3,950) $ (1,595) $ 38,231
====== ======= ========= ============ ========= ======= ======== ========= =========

Compre-
hensive
Income
(Loss)
---------

Balance, December 31, 2000

Exercise of employee stock
options
Issuance of warrants
Dividends on mandatorily
redeemable Series A
Preferred Stock
Accretion on mandatorily
redeemable Series A
Preferred Stock
Amortization of unearned
stock compensation
Net income $ 902
Other comprehensive
income (loss):
Cumulative effect (loss) on
the adoption of FAS 133 (11,800)
Change in fair value of
cash flow hedges 10,205
---------
Comprehensive loss $ (693)
=========
Balance, March 31, 2001

See accompanying notes to the condensed consolidated financial statements.

BRIGHAM EXPLORATION COMPANY

CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Three Months Ended
March 31,
------------------
2001 2000
-------- --------

Cash flows from operating activities:
Net income (loss) $ 902 $(2,198)
Adjustments to reconcile net income (loss) to cash provided (used) by operating activities:
Depletion of oil and gas properties 2,477 1,764
Depreciation and amortization 110 123
Amortization of stock compensation 42 12
Interest paid through the issuance of additional senior subordinated notes 75 1,477
Amortization of deferred loan fee and debt issuance costs 343 391
Amortization of discount on senior subordinated notes - 180
Amortization of deferred loss on derivative instruments - 280
Market value adjustment for derivative instruments (221) 443
Changes in working capital and other items:
Increase in accounts receivable (3,586) (221)
Increase in other current assets (4) (90)
Increase (decrease) in accounts payable 838 (6,433)
Increase in participant advances received 164 1,127
Increase in other current liabilities 111 138
Decrease in other noncurrent assets 9 43
Decrease in other noncurrent liabilities (8) (8)
-------- --------
Net cash provided (used) by operating activities 1,252 (2,972)
-------- --------

Cash flows from investing activities:
Additions to oil and natural gas properties (9,223) (3,738)
Additions to other property and equipment (80) (9)
(Increase) decrease in drilling advances paid 385 (410)
-------- --------
Net cash used by investing activities (8,918) (4,157)
-------- --------

Cash flows from financing activities:
Proceeds from issuance of common stock - 4,205
Proceeds from exercise of employee stock options 57 -
Proceeds from issuance of preferred stock and warrants, net 9,838 -
Proceeds from issuance of senior subordinated notes and warrants 9,000 260
Increase in notes payable - 2,000
Principal payments on capital lease obligations (37) (58)
Deferred loan fees paid - (361)
-------- --------
Net cash provided by financing activities 18,858 6,046
-------- --------

Net increase (decrease) in cash and cash equivalents 11,192 (1,083)
Cash and cash equivalents, beginning of period 837 2,742
-------- --------
Cash and cash equivalents, end of period $12,029 $ 1,659
======== ========

See accompanying notes to the condensed consolidated financial statements.

BRIGHAM EXPLORATION COMPANY

NOTES TO THE CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

1. ORGANIZATION AND NATURE OF OPERATIONS

Brigham Exploration Company ("Brigham"), a Delaware corporation formed on
February 25, 1997, explores and develops onshore domestic oil and natural
gas properties using 3-D seismic imaging and other advanced technologies.
Brigham focuses its exploration and development of onshore oil and natural
gas properties primarily in the Anadarko Basin, the Texas Gulf Coast and
West Texas.

2. BASIS OF PRESENTATION

The accompanying financial statements include the accounts of Brigham and
its wholly-owned subsidiaries, and its proportionate share of assets,
liabilities and income and expenses of the limited partnerships in which
Brigham, or any of its subsidiaries, has a participating interest. All
significant intercompany accounts and transactions have been eliminated.

The accompanying condensed consolidated financial statements are unaudited,
and in the opinion of management, reflect all adjustments that are
necessary for a fair presentation of the financial position and results of
operations for the periods presented. All such adjustments are of a normal
and recurring nature. The results of operations for the periods presented
are not necessarily indicative of the results to be expected for the entire
year. The unaudited condensed consolidated financial statements should be
read in conjunction with Brigham's 2000 Annual Report on Form 10-K pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934.

3. PRIVATE PLACEMENT OF PREFERRED STOCK

In March 2001, Brigham issued 500,000 additional shares of mandatorily
redeemable Series A Preferred Stock and 2,105,263 additional warrants to
purchase Brigham's common stock (the "Additional Series A Warrants") for
$10 million.

The Additional Series A Warrants have a term of ten years, an exercise
price of $4.75 per share and must be exercised, if Brigham so requires, in
the event that the market price of Brigham's common stock averages at least
150% of the exercise price ($7.125 per share) for 60 consecutive trading
days. The exercise price of the Additional Series A Warrants is payable
either in cash or in shares of Series A Preferred Stock, valued at
liquidation value plus accrued dividends. If Brigham requires exercise of
the Additional Series A Warrants, proceeds will be used to fund the
redemption of a similar value of then outstanding Series A Preferred Stock.
The Additional Series A Warrants were valued at approximately $4.5 million
using the Black-Scholes valuation model and were recorded as additional
paid-in capital.

BRIGHAM EXPLORATION COMPANY

NOTES TO THE CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

4. NET INCOME (LOSS) PER SHARE

Basic earnings per common share ("EPS") are computed by dividing net income
(loss) by the weighted average number of common shares outstanding for the
period. Diluted EPS reflects the potential dilution that could occur if
securities were exercised for or converted into common stock.

The following table reconciles the numerators and denominators of the basic
and diluted earning per common share computations for net income (loss)
available to common stockholders for the three months ended March 31, 2001
and 2000:

Three months ended
March 31,
-----------------
2001 2000
------- --------

Basic EPS:
Income (loss) available to common stockholders $ 424 $(2,198)
======= ========

Weighed average common shares outstanding 15,983 15,279
======= ========

Basic EPS $ 0.03 $ (0.14)
======= ========

Diluted EPS:
Income (loss) available to common stockholders $ 424 $(2,198)
Plus amortization of compensation expense on stock options 4 -
------- --------

Adjusted income (loss) available to common stockholders - diluted $ 428 $(2,198)
======= ========

Weighted average common shares outstanding 15,983 15,279
Effect of potentially dilutive securities:
Warrants 1,320 -
Stock options 585 -
------- --------
Potentially dilutive common shares 1,905 -

Adjusted weighted average common shares outstanding - diluted 17,888 15,279
======= ========

Diluted EPS $ 0.02 $ (0.14)
======= ========

At March 31, 2001 and 2000, options and warrants to purchase 14.3 million
and 8.0 million shares of common stock, respectively, were outstanding but
were not included in the computation of diluted income (loss) per share
because the effects would have been anitdilutive.

BRIGHAM EXPLORATION COMPANY

NOTES TO THE CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

5. DERIVATIVE INSTRUMENTS

Brigham utilizes various commodity swap and option contracts to (i) reduce
the effects of volatility in price changes on the oil and natural gas
commodities it produces and sells, (ii) support its capital budgeting
plans, and (iii) lock-in prices to protect the economics related to certain
capital projects.

On January 1, 2001, Brigham adopted Statement of Financial Accounting
Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities" ("FAS 133") which establishes accounting and reporting
standards for derivative instruments and for hedging activities. In
accordance with FAS 133, all derivative instruments are recorded on the
balance sheet at fair value and changes in the fair value of derivatives
are recorded each period in current earnings or other comprehensive income,
depending on whether a derivative is designated as part of a hedge
transaction and, if it is, depending on the type of hedge transaction.
Brigham's hedge contracts consist primarily of cash flow hedge transactions
in which Brigham is hedging the variability of cash flows related to
forecasted transactions. Changes in the fair value of these derivative
instruments are reported in other comprehensive income and are recognized
as earnings in the periods in which earnings are impacted by the
variability of the cash flows of the hedged item. The ineffective portion
of all hedges is recognized in current period earnings.

On January 1, 2001, Brigham recorded a net of tax cumulative effect
adjustment of $(11.8) million to other comprehensive income (loss) to
recognize the fair value (liability) of all derivative instruments that
qualify for hedge accounting treatment in accordance with FAS 133. In the
first quarter of 2001, Brigham recognized losses of $6.6 million from
hedging contracts, which was recorded as a reduction of oil and gas sales,
and $10.2 million of gains related to changes in the fair value, which was
recorded as a reduction of the liability with a corresponding offset
recorded in other comprehensive income.

Derivative instruments that do not qualify as hedging contracts are
recorded at fair value on the balance sheet. At each balance sheet date,
the value of these derivative instruments is adjusted to reflect current
fair value and any gains or losses are recognized as other income or
expense. At March 31, 2001 and December 31, 2000, the fair value of these
derivative instruments included in other liabilities was $9.8 million and
$10.1 million, respectively. In the first quarter of 2001, Brigham
recognized $221,000 in non-cash gains related to changes in the fair values
of these derivative contracts.

BRIGHAM EXPLORATION COMPANY

NOTES TO THE CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

The following tables summarize Brigham's outstanding oil and natural gas
derivative instruments as of March 31, 2001:

NATURAL GAS DERIVATIVE CONTRACTS 2001 2002
---------------------- ----------------------
AVERAGE AVERAGE
VOLUMES CONTRACT VOLUMES CONTRACT
MONTHLY HEDGED PRICE HEDGED PRICE
PRICING BASIS CONTRACT TERM (MMBTU) ($/MMBTU) (MMBTU) ($/MMBTU)
------------- ------------- ---------- ---------- ---------- ----------

Fixed Price Swaps:

Contract #1 ANR April 2001 150,000 $ 2.0650 -- --
Oklahoma

Contract #2 Houston April 2001 150,000 $ 2.1500 -- --
Ship Channel

Contract #3 TETCO April 2001 150,000 $ 2.0575 -- --
South Texas

Fixed Price Cap ANR May 2001 - 2,450,000 $ 2.5498 1,810,000 $ 2.6326
Oklahoma June 2002

Fixed Price Floor ANR May 2001 - 765,000 $ 1.8000 -- --
Oklahoma December 2001

CRUDE OIL DERIVATIVE CONTRACTS 2001 2002
-------------------- -------------------
AVERAGE AVERAGE
VOLUMES CONTRACT VOLUMES CONTRACT
MONTHLY HEDGED PRICE HEDGED PRICE
PRICING BASIS CONTRACT TERM (BBLS) ($/BBL) (BBLS) ($/BBL)
------------- ------------- -------- ---------- -------- ---------

Fixed Price Cap NYMEX April 2001 - 73,600 $ 25.93 -- --
December 2001
Fixed Price Floor NYMEX April 2001 - 73,600 $ 17.05 -- --
December 2001

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

RESULTS OF OPERATIONS

Comparison of the three month periods ended March 31, 2001 and 2000

Oil and natural gas sales. Oil and natural gas sales increased 53% from
$4.5 million in the first quarter of 2000 to $6.9 million in the first quarter
of 2001. Of this net increase, $1.7 million was attributable to a 14% increase
in the average realized equivalent oil and natural gas sales price and $661,000
was attributable to a 35% increase in net equivalent production volumes. Net
natural gas production volumes increased 71% from 940 MMcf in the first quarter
of 2000 to 1,610 MMcf in the first quarter of 2001. This increase was
principally due to the completion of wells drilled over the past twelve months
and recompletion and workover projects performed on certain producing wells,
offset in part by natural production decline. The average price received for
natural gas increased 57% from $1.93 per Mcf in the first quarter of 2000 to
$3.03 per Mcf in the first quarter of 2001. Included in these realized prices
was natural gas hedging losses of $514,000 ($0.55 per Mcf) in the first quarter
of 2000 and natural gas hedging losses of $6.6 million ($4.08 per Mcf) in the
first quarter of 2001. Net oil production volumes decreased 24% from 99 MBbls in
the first quarter of 2000 to 76 MBbls in the first quarter of 2001. This
decrease was principally due to natural production decline coupled with
Brigham's emphasis on drilling natural gas wells during the past twelve months.
The average price received for oil decreased 2% from $27.16 per Bbl in the first
quarter of 2000 to $26.74 per Bbl in the first quarter of 2001. Oil hedging
losses reduced realized average oil prices received by $2,000 ($0.02 per Bbl) in
the first quarter of 2000 and by $75,000 ($1.00 per Bbl) in the first quarter of
2001.

Other revenue. Other revenue increased 318% from $33,000 in the first
quarter of 2000 to $138,000 in the first quarter of 2001. The increase in the
first quarter 2001 is primarily attributable to higher natural gas pipeline
transportation revenue offset in part by lower workstation revenue due to a
reduction in the volume of 3-D seismic interpretation activity billable to
industry participants as compared with the prior year period.

Lease operating expenses. Lease operating expenses increased 54% from
$459,000 for the first quarter of 2000 to $706,000 for the first quarter of
2001, and, on a per unit of production basis, lease operating expenses for the
same periods increased 13% from $0.30 per Mcfe to $0.34 per Mcfe. The increase
in lease operating expenses was primarily due to an increase in the number of
producing wells as compared with the same period in 2000. The increase in lease
operating expenses per unit of production volume in the first quarter of 2001
relative to the first quarter of 2000 was primarily due to unusual non-recurring
maintenance and workovers on certain wells during the first quarter of 2001.

Production taxes. Production taxes increased 53% from $304,000 ($0.20 per
Mcfe) for the first quarter of 2000 to $466,000 ($0.23 per Mcfe) for the first
quarter of 2001, primarily as a result of (i) a 101% increase in the average
equivalent price received for natural gas and oil sales before the effects of
hedging gains and losses, and (ii) a 35% increase in net equivalent production
volumes, each of which was offset by the recording of a $455,000 reimbursement
of previously incurred production taxes related to certain wells that qualify
for severance tax refunds. Of the $455,000 total production tax reimbursements
recorded in the first quarter of 2001, $211,000 related to volumes produced
during the first quarter of 2001 and $244,000 related to volumes produced during
prior periods in 1999 and 2000.

General and administrative expenses. General and administrative expenses
increased 10% from $740,000 for the first quarter of 2000 to $817,000 for the
first quarter of 2001 primarily due to higher employee payroll and benefits
expenses. On a per unit of production basis, general and administrative expenses
decreased from $0.48 per Mcfe for the first quarter of 2000 to $0.40 per Mcfe
for the first quarter of 2001 as increased production volumes more than offset
higher aggregate general and administrative expenses.

Depletion of oil and natural gas properties. Depletion of oil and natural
properties increased 40% from $1.8 million ($1.15 per Mcfe) in the first quarter
of 2000 to $2.5 million ($1.20 per Mcfe) in the first quarter of 2001. Of this
increase, $636,000 was due to higher production volumes and $77,000 was due to
an increase in the depletion rate per unit of production. The increase in the
per unit depletion rate resulted primarily from the estimated additions of
proved oil and natural gas reserves at higher average capital costs during the
first quarter of 2001 as compared with estimated amounts for the first quarter
of 2000.

Net interest expense. Net interest expense decreased 35% from $2.8 million
in the first quarter of 2000 to $1.8 million in the first quarter of 2001. This
decrease was due to a lower average debt balance and lower interest rates on
outstanding borrowings in the first quarter of 2001 compared with the first
quarter of 2000. These reductions were principally due to Brigham's debt
refinancing transactions that were completed during the fourth quarter of 2000
(see "Liquidity and Capital Resources - Refinancing Transactions"). The weighted
average outstanding debt balance decreased from $103.5 million in the first
quarter of 2000 to $88.3 million in the first quarter of 2001. The average
effective annual interest rate on borrowings outstanding during the first
quarter of 2000 was 13.1% compared to 10.9% for the first quarter of 2001. Net
interest expense is reflected net of capitalized interest of $642,000 and
$572,000 in the first quarter 2000 and 2001, respectively. See "Liquidity and
Capital Resources - Credit Facility; - Subordinated Notes".

Other income (expense). Other income (expense) increased $817,000 from an
expense of $596,000 in the first quarter of 2000 to income of $221,000 in the
first quarter of 2001. Brigham recognizes other income or expense associated
with changes in the fair market values and the related cash flows of certain oil
and natural gas derivative contracts that do not qualify for hedge accounting
treatment. In the first quarter of 2000, other income (expense) consisted
primarily of (i) $443,000 of non-cash expenses related to the changes in the
fair market values of these derivative contracts during the period, and (ii)
$148,000 of expenses related to cash settlements incurred during the period
pursuant to these derivative contracts. In the first quarter of 2001, other
income (expense) consisted entirely of $221,000 of non-cash income related to
the changes in the fair market values of these derivative contracts during the
period.

LIQUIDITY AND CAPITAL RESOURCES

Brigham's primary sources of capital have been credit facility and other
debt borrowings, public and private equity financings, the sale of interests in
projects and properties and funds generated by operations. Brigham's primary
capital requirements are 3-D seismic acquisition, processing and interpretation
costs, land acquisition costs and drilling expenditures.

Credit Facility

In January 1998, Brigham entered into a revolving credit agreement (as
amended, the "Senior Credit Facility"), which provided for an initial borrowing
availability of $75 million. The Senior Credit Facility was amended in March
1999, July 1999, February 2000 and October 2000. The amended and restated Senior
Credit Facility provides Brigham with $75 million in borrowing availability for
a three-year term that expires on December 31, 2002.

As a result of the February 2000 amendments, $30 million of the Senior
Credit Facility held by one of the lenders is convertible into shares of Brigham
common stock (the "Convertible Notes") in the following amounts and prices: (i)
$10 million is convertible at $3.90 per share, (ii) $10 million is convertible
at $6.00 per share and (iii) $10 million is convertible at $8.00 per share. As
of March 31, 2001 and May 10, 2001, Brigham had $75 million in borrowings
outstanding under the Senior Credit Facility, of which the Convertible Notes are
$30 million.

In connection with Brigham's refinancing of its subordinated notes due 2003
(see "- Subordinated Notes" and "- Refinancing Transactions") in October 2000,
Brigham entered into an amendment to the Senior Credit Facility that, among
other things, permitted the issuance of new subordinated notes and new preferred
stock to provide funding for the repurchase of the subordinated notes due 2003
and equity interests in Brigham held by affiliates of Enron Corp. In addition,
the minimum interest coverage ratio (as defined) tests of the Senior Credit
Facility were amended to reflect Brigham's expected cash flow and interest
expense beginning in the fourth quarter of 2000 subsequent to the Refinancing
Transactions (as defined), and Brigham conditionally waived certain rights to
force conversion of the portion of the borrowings under the Senior Credit
Facility that are convertible at $3.90 per share.

If the Senior Credit Facility is repaid at maturity or is prepaid prior to
maturity without payment of cash premiums, the warrants to purchase Brigham
common stock issued to the new participant in the Senior Credit Facility become
exercisable. Further, to the extent Brigham chooses to prepay any of the
Convertible Notes without the warrants becoming exercisable, and also assuming
the lender chooses not to convert to equity upon notice of such prepayment,
Brigham will be required to a pay a premium above the face value of the
Convertible Notes to the lender. Such premium amounts would range from 150% to
110%, depending upon the timing of the prepayment. Such prepayment, however,
would require prior approval of the original lenders to the Senior Credit
Facility. In addition, certain financial covenants of the Senior Credit Facility
were amended or added in the July 1999, February 2000 and October 2000
amendments. In connection with the February 2000 amendment, Brigham reset the
price of the warrants previously issued to its existing senior lenders to
purchase one million shares of Brigham common stock from the then current
exercise price of $2.25 per share to $2.02 per share.

Principal outstanding under the Senior Credit Facility is due at maturity
on December 31, 2002, with interest due monthly for base rate tranches or
periodically as LIBOR tranches mature. The annual interest rate for borrowings
under the Senior Credit Facility is either the lender's base rate or LIBOR plus
3.00%, at Brigham's option. Obligations under the Senior Credit Facility are
secured by substantially all of Brigham's oil and natural gas properties and
other tangible assets. At May 10, 2001, Brigham had $75 million in borrowings
outstanding under the Senior Credit Facility, which bear interest at an annual
rate of approximately 7.5%.

The Senior Credit Facility has certain financial covenants, including
current and interest coverage ratios, as defined. Brigham and its senior lenders
effected the amendments to the Senior Credit Facility described above in part to
enable Brigham to comply with certain financial covenants of the Senior Credit
Facility, including the minimum current ratio (as defined), minimum interest
coverage ratio (as defined), and the limitation on capital expenditures related
to seismic and land activities. Should Brigham be unable to comply with certain
of the financial or other covenants, its senior lenders may be unwilling to
waive compliance or amend the covenants in the future. In such instance,
Brigham's liquidity may be adversely affected, which could in turn have an
adverse impact on its future financial position and results of operations. At
March 31, 2001, Brigham was in compliance with its financial covenants.

Subordinated Notes

In August 1998, Brigham issued $50 million of debt and equity securities to
affiliates of Enron Corp. The securities issued by Brigham in connection with
this financing transaction included: (i) $40 million of subordinated notes due
2003, (ii) warrants to purchase an aggregate of one million shares of Brigham
common stock at a price of $10.45 per share, and (iii) 1,052,632 shares of
Brigham common stock at a price of $9.50 per share.

As described below, Brigham repurchased the subordinated notes due 2003,
together with all equity interests in Brigham held by the affiliates of Enron
Corp., for $20 million in cash in November 2000 (see " Refinancing
Transactions").

Refinancing Transactions

On October 31, 2000 and November 1, 2000, Brigham entered into a series of
financing agreements to provide funding (i) to repurchase all the debt and
equity securities in Brigham held by affiliates of Enron Corp. at a substantial
discount, and (ii) to continue and expand Brigham's planned drilling program
into 2001.

Financing and Repurchase Transactions. Brigham raised an aggregate of $40
million in these financing transactions through the issuance of (i) $20 million
in new subordinated notes and warrants to purchase Brigham common stock to Shell
Capital Inc., and (ii) $20 million in new mandatorily redeemable preferred stock
and warrants to purchase Brigham common stock to affiliates of Credit Suisse
First Boston (USA), Inc. (the "CSFB Affiliates"). With a portion of the proceeds
from these two financing transactions, Brigham purchased all of the interests in
Brigham held by affiliates of Enron Corp., which included (i) $51.2 million of
outstanding subordinated notes due 2003 and associated accrued interest
obligations, (ii) warrants to purchase one million shares of common stock at
$2.43 per share, and (iii) 1,052,632 shares of common stock (collectively, the
"Enron Securities"), for total cash consideration of $20 million. The remaining
approximate $17.5 million in net capital availability raised from these
financing transactions, after the repurchase of the Enron Securities and the
payment of fees and expenses, was available for Brigham to fund its planned
drilling program into 2001.

Subordinated Notes Facility. The $20 million of new subordinated notes
issued to Shell Capital Inc. (the "SCI Notes") bear interest at 10.75% per annum
and have no principal repayment obligations until maturity in 2005. The SCI
Notes are issued pursuant to a multi-draw facility (the "Subordinated Notes
Facility") at borrowing increments of at least $1 million, and such funds cannot
be redrawn once they have been repaid. At Brigham's option, up to 50% of the
interest payments on the SCI Notes during the first two years can be satisfied
by payment-in-kind ("PIK") through the issuance of additional SCI Notes in lieu
of cash. The SCI Notes are secured obligations ranking junior to Brigham's
existing $75 million Senior Credit Facility. The SCI Notes have a five-year
maturity, are redeemable at Brigham's option for face value at anytime, and have
certain financial and other covenants. The warrants to purchase an aggregate of
1,250,000 shares of Brigham common stock issued to Shell Capital Inc. (the "SCI
Warrants") have a term of seven years, an exercise price of $3.00 per share and
a cashless exercise feature. For financial reporting purposes, the SCI Warrants
were valued using the Black-Scholes valuation model and the estimated value of
$2.9 million was recorded as deferred loan costs that will be amortized over the
five year term of the SCI Notes. As of March 31, 2001 and May 10, 2001, Brigham
had $16 million of borrowings outstanding under the Subordinated Notes Facility.

Series A Preferred Stock. The $20 million of mandatorily redeemable
preferred stock (the "Series A Preferred Stock") issued to the CSFB Affiliates
bears dividends at a rate of 6% per annum if paid in cash and 8% per annum if
paid-in-kind through the issuance of additional Series A Preferred Stock in lieu
of cash. At Brigham's option, up to 100% of the dividend payments on the Series
A Preferred Stock during the first five years can be satisfied through the
issuance of PIK dividends. The Series A Preferred Stock has a ten-year maturity
and is redeemable at Brigham's option at 100% or 101% of par value (depending
upon certain conditions) at any time prior to maturity. The warrants to purchase
an aggregate of 6,666,667 shares of Brigham common stock issued to the CSFB
Affiliates (the "Series A Warrants") have a term of ten years, an exercise price
of $3.00 per share and must be exercised, if Brigham so requires, in the event
that Brigham common stock trades at or above $5.00 per share for 60 consecutive
trading days. The exercise price of the Series A Warrants is payable either in
cash or in shares of Series A Preferred Stock, valued at liquidation value plus
accrued dividends. If Brigham requires exercise of the Series A Warrants,
proceeds from the exercise of the Series A Warrants will be used to fund the
redemption of a similar value of then outstanding Series A Preferred Stock. For
financial reporting purposes, the Series A Warrants were valued at $11.5 million
using the Black-Scholes valuation model and were recorded as additional paid-in
capital in the year ended December 31, 2000. Pursuant to the terms of the
securities purchase agreement related to the Series A Preferred Stock, Brigham
agreed to nominate one representative of one of the CSFB Affiliates to serve as
a member of Brigham's board of directors so long as the CSFB Affiliates or their
affiliates own at least 10% of the Series A Preferred Stock issued in November
2000, or at least 5% of the outstanding shares of Brigham common stock.

In March 2001, Brigham sold an additional $10 million of Series A Preferred
Stock to affiliates of CSFB (see " Equity Placements Private Placement of
Preferred Stock"). As of March 31, 2001 and May 10, 2001, Brigham had $30.3
million and $30.7 million (liquidation value), respectively, of Series A
Preferred Stock outstanding.

Sales of Interests in Projects and Oil and Natural Gas Properties

Duke Project Financing. In February 1999, Brigham entered into a project
financing arrangement with Duke Energy Financial Services, Inc. ("Duke") to fund
the continued exploration of five Anadarko Basin projects covered by
approximately 200 square miles of 3-D seismic data acquired in 1998. In this
transaction, Brigham conveyed 100% of its working interest (land and seismic) in
these project areas to a newly formed limited liability company (the
"Brigham-Duke LLC") for total consideration of $10 million. Brigham entered into
this project financing arrangement to enable it to recoup substantially all of
its pre-seismic land and seismic data acquisition costs incurred in these
project areas and to provide the capital to fund the drilling of the first six
wells within these projects. Brigham served as the managing member of the
Brigham-Duke LLC with a 1% interest, and Duke was the sole remaining member with

a 99% interest. Pursuant to the terms of the Brigham-Duke LLC agreement, Brigham
paid 100% of the drilling and completion costs for all wells drilled by the
Brigham-Duke LLC within the designated project areas in exchange for a 70%
working interest in the wells (and their allocable drilling and spacing units),
with the remaining 30% working interest remaining in the Brigham-Duke LLC,
subject in each instance to proportionate reduction by any ownership rights held
by third parties. Upon 100% project payout, Brigham had the right to back-in for
80% of the Brigham-Duke LLC's working interest in all of the then producing
wells (and their allocable drilling and spacing units) and a 94% working
interest in any wells (and their allocable drilling and spacing units) drilled
after payout within the designated project areas governed by the Brigham-Duke
LLC agreement, thereby increasing Brigham's effective working interest in the
Brigham-Duke LLC wells from 70% to 94%. In February 2001, Duke, as majority
member of the Brigham-Duke LLC, assumed management of the Brigham-Duke LLC and
initiated the process of its dissolution. As a result, any ownership of
remaining undeveloped land and/or seismic data within the Brigham-Duke LLC
project areas will be transferred to Duke following dissolution of the
Brigham-Duke LLC.

Equity Placements

Private Placement of Common Stock. On February 22, 2000, Brigham entered
into an agreement to issue 2,195,122 shares of common stock and 731,707 warrants
to purchase common stock for total consideration of $4.5 million in a private
placement to a group of institutional investors led by affiliates of two members
of Brigham's board of directors. The equity sale consisted of units that include
one share of common stock priced at $2.0525 per share and one-third of a warrant
to purchase Brigham common stock at an exercise price of $2.5625 per share with
a three-year term. Pricing of this private equity placement was based on the
average market price of Brigham common stock during a twenty trading day period
prior to issuance. Net proceeds from this equity placement were used to fund a
portion of Brigham's capital expenditures and working capital obligations during
2000.

Private Placement of Preferred Stock. On March 5, 2001, Brigham sold $10
million of additional Series A Preferred Stock and warrants (the "New CSFB
Warrants") to affiliates of CSFB in a private placement transaction. The New
CSFB Warrants to purchase an aggregate of 2,105,263 shares of Brigham common
stock have a term of ten years, an exercise price of $4.75 per share and must be
exercised, if Brigham so requires, in the event that the market price of Brigham
common stock trades averages at least 150% of the exercise price ($7.125 per
share) for 60 consecutive trading days. The exercise price of the New CSFB
Warrants is payable either in cash or in shares of Series A Preferred Stock,
valued at liquidation value plus accrued dividends. If Brigham requires exercise
of the New CSFB Warrants, proceeds from the exercise of the New CSFB Warrants
will be used to fund the redemption of a similar value of then outstanding
Series A Preferred Stock. For financial reporting purposes, the New CSFB
Warrants were valued at approximately $4.5 million using the Black-Scholes
valuation model and were recorded as additional paid-in capital in March 2001.

Cash Flow Analysis

Cash Flows from Operating Activities. Cash flows provided by operating
activities were $1.2 million in the first three months of 2001, which consisted
of $3.7 million in net operating cash flow (net cash provided by operating
activities before changes in operating assets and liabilities) and a net $2.5
million used for working capital items. This compares to cash flows used by
operating activities of $3.0 million in the first three months of 2000, which
consisted of $2.5 million in net operating cash flow and a net $5.4 million used
for working capital items.

Cash Flows from Investing Activities. Cash flows used by investing
activities were $8.9 million in the first three months of 2001 as compared with
$4.2 million used by investing activities in the first three months of 2000.
Capital expenditures increased $5.5 million, or 147%, to $9.2 million in the
first three months of 2001 compared to $3.7 million for the comparable period in
2000.

Cash Flows from Financing Activities. Cash flows provided by financing
activities were $18.9 million in the first three months of 2001 as compared with
cash flows provided by financing activities of $6.0 million in the first three
months of 2000. The cash flows provided by financing activities during the first
three months of 2001 resulted primarily from $9.0 million in borrowings under
the Subordinated Notes Facility and the March 2001 placement of additional
Series A Preferred Stock and warrants that generated proceeds of $9.8 million
after transaction expenses. The cash flows provided by financing activities
during the first three months of 2000 resulted primarily from a $2.0 million
increase in borrowings under the Senior Credit Facility and the February 2000
placement of common stock and warrants that generated proceeds of $4.5 million
before transaction expenses.

Capital Expenditures

Continuing its strategy initiated in 1999 to harvest its prior 3-D seismic
project investments, Brigham intends to focus substantially all of its efforts
and available capital resources in 2001 to the drilling and monetization of its
highest grade prospects within its over 5,000 square mile inventory of 3-D
seismic data. Brigham's planned 2001 capital expenditure budget is estimated to
be $32 million, which includes approximately $22 million for drilling projects,
$4 million for acreage leasing and G&G activities, and $6 million for
capitalized overhead and interest costs. Brigham's planned 2001 drilling program
consists of a balanced blend of higher potential exploration tests and lower
risk development drilling projects, driven to a large extent by the development
of several significant exploratory discoveries completed during 2000.
Approximately 34% of budgeted 2001 drilling expenditures are targeted for
exploratory prospects, 52% for development locations and the remaining 14% for
development locations that are contingent upon drilling success during the year.
In addition, over 80% of Brigham's budgeted drilling expenditures are focused in
five project areas in the Springer and Hunton trends of the Anadarko Basin and
the Vicksburg and Frio trends of the Texas Gulf Coast. Brigham intends to fund
its budgeted capital expenditures through a combination of cash flow from
operations, available borrowings under its Subordinated Notes Facility and the
net proceeds from its private placements of Series A Preferred Stock in November
2000 and March 2001. Additionally, Brigham will continue to seek opportunities
to supplement its available capital resources through selective sales of
interests in non-producing assets, including interests in its 3-D seismic
projects and promoted interests in future drilling prospects or locations.

Due to its active exploration and development activities, Brigham has
experienced and expects to continue to experience substantial working capital
requirements. While Brigham believes that cash flow from operations and
borrowings under its Subordinated Notes Facility should allow it to finance its
planned operations through 2001 based on current conditions and expectations,
additional financing may be required in the future to fund Brigham's exploration
and development activities. In the event additional financing is not available,
Brigham may be required to curtail or delay its planned activities.

OTHER MATTERS

Derivative Instruments

Brigham believes that hedging, although not free of risk, allows it to
reduce its exposure to oil and natural gas sales price fluctuations and thereby
to achieve more predictable cash flows. However, hedging arrangements, when
utilized, may limit the benefit to Brigham of increases in the prices of the
hedged commodity. Moreover, Brigham's hedging arrangements generally do not
apply to all of its production and thus provide only partial price protection
against declines in commodity prices. Brigham expects that the amount of its
hedges will vary from time to time.

In 1998, Brigham began using natural gas swap arrangements in an attempt to
reduce its sensitivity to volatile commodity prices as its production base
became increasingly weighted toward natural gas. Pursuant to these arrangements,
Brigham exchanges a floating market price for a fixed contract price. Brigham
makes payments when the floating price exceeds the fixed price for a contract
month, and Brigham receives payments when the fixed price exceeds the floating
price. Settlements of these swaps are based on the difference between regional
market index prices for a contract month and the fixed contract price for the
same month.

In September 1999, Brigham sold call options on a portion of its future oil
and natural gas production. Brigham applied the proceeds from the sale of these
call options to increase the effective fixed swap price on its then existing
natural gas hedging contracts during the months of October 1999 through January
2000 by an average of $0.57 per MMBtu. For accounting purposes, the improvement
in Brigham's fixed natural gas swap price attributable to these transactions was
not reflected in reported revenues. Rather, it was reflected in (i) other income
(expense) on the income statement, and (ii) amortization of deferred loss on
derivatives instruments and market value adjustment for derivatives instruments
on the cash flow statement.

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

The following tables summarize Brigham's outstanding oil and natural gas
derivative contracts as of March 31, 2001:

Fixed Price Swaps:
Contract #1 ANR April 2001 150,000 $ 2.0650 -- --
Oklahoma
Contract #2 Houston April 2001 150,000 $ 2.1500 -- --
Ship Channel
Contract #3 TETCO April 2001 150,000 $ 2.0575 -- --
South Texas
Fixed Price Cap ANR May 2001 - 2,450,000 $ 2.5498 1,810,000 $ 2.6326
Oklahoma June 2002
Fixed Price Floor ANR May 2001 - 765,000 $ 1.8000 -- --
Oklahoma December 2001

Fixed Price Cap NYMEX April 2001 - 73,600 $ 25.93 -- --
December 2001
Fixed Price Floor NYMEX April 2001 - 73,600 $ 17.05 -- --
December 2001

Effects of Inflation and Changes in Prices

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

Environmental and Other Regulatory Matters

Brigham's business is subject to certain federal, state and local laws and
regulations relating to the exploration for and the development, production and
marketing of oil and natural gas, as well as environmental and safety matters.
Many of these laws and regulations have become more stringent in recent years,
often imposing greater liability on a larger number of potentially responsible
parties. Although Brigham believes it is in substantial compliance with all
applicable laws and regulations, the requirements imposed by laws and
regulations are frequently changed and subject to interpretation, and Brigham is

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

Forward Looking Information

Brigham or its representatives may make forward looking statements, oral or
written, including statements in this report, press releases and filings with
the SEC, regarding estimated future net revenues from oil and natural gas
reserves and the present value thereof, planned capital expenditures (including
the amount and nature thereof), increases in oil and gas production, the number
of wells it anticipates drilling during 2001 and Brigham's financial position,
business strategy and other plans and objectives for future operations. Although
Brigham believes that the expectations reflected in these forward looking
statements are reasonable, there can be no assurance that the actual results or
developments anticipated by Brigham will be realized or, even if substantially
realized, that they will have the expected effects on its business or
operations. Among the factors that could cause actual results to differ
materially from Brigham's expectations are general economic conditions, inherent
uncertainties in interpreting engineering data, operating hazards, delays or
cancellations of drilling operations for a variety of reasons, competition,
fluctuations in oil and gas prices, availability of sufficient capital resources
to Brigham and its project participants, government regulations and other
factors set forth among the risk factors noted below or in the description of
Brigham's business in Item 1 of this report. All subsequent oral and written
forward looking statements attributable to Brigham or persons acting on its
behalf are expressly qualified in their entirety by these factors. Brigham
assumes no obligation to update any of these statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

In Part II, Item 7A of Brigham's Form 10-K report for the year ended
December 31, 2000 (see page 43 of Brigham's 2000 Form 10-K), Brigham provided a
discussion of its market risk. See Note 6 to the Consolidated Financial
Statements regarding Brigham's market risk associated with its derivative
instruments at March 31, 2001. There were no material changes during the first
quarter of 2001 in Brigham's exposures to loss from possible future changes in
the prices of oil and natural gas or in interest rates, other than those
described in Brigham's 2000 Form 10-K report.

PART II - OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

On March 5, 2001, Brigham sold to affiliates of Credit Suisse First Boston
(USA), Inc. an aggregate of 500,000 shares of its Series A Preferred Stock and
warrants to purchase an aggregate of 2,105,263 shares of Brigham common stock at
an exercise price of $4.75 per share, for a cash purchase price of $10 million.
Terms of the warrants are described below under "Item 2. Management's Discussion
and Analysis of Financial Condition and Results of Operations -- Liquidity and
Capital Resources -- Equity Placements." The sales of these securities were
made in reliance upon the exemption from the registration provisions of the
Securities Act of 1933, as amended, provided by Section 4(2) thereof for
transactions not involving a public offering.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

A special meeting of stockholders of Brigham was held at on Tuesday,
January 9, 2001, at Brigham's offices at 6300 Bridge Point Parkway, Building
Two, Suite 500, Austin, Texas. Out of a total of 15,977,544 shares of common
stock of Brigham outstanding and entitled to vote, 11,772,482 shares were
present in person or by proxy. The matters voted upon and the voting results
were as follows:

1. Proposal to approve and ratify the warrants issued by the Company in
November 2000 to affiliates of Credit Suisse First Boston (USA), Inc.
(formerly named Donaldson, Lufkin & Jenrette, Inc.), and to approve any
future adjustments to the exercise price of such warrants pursuant to the
terms of such warrants. 9,502,321 shares were voted for the proposal, and
5,400 shares were voted against or withheld. There were 2,264,761
abstentions or "broker non-votes," which had no effect on the vote on the
proposal.

2. Amendment to Brigham's Certificate of Incorporation to effect a
one-for-three reverse stock split of all issued shares of Brigham common
stock, subject to the discretion of the Board of Directors to delay filing
the amendment or not to file the amendment. 11,659,040 shares were voted
for the proposal, and 80,600 shares were voted against or withheld. There
were 32,842 abstentions or "broker non-votes," which had the effect of
votes against the proposal.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:

4.2 -- 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 (filed
March 23, 2001), and incorporated herein by reference).
10.1 -- Securities Purchase Agreement dated as of March 5, 2001
among Brigham Exploration Company, DLJ MB Funding III,
Inc., DLJ Merchant Banking Partners III, LP, DLJ ESC
II, LP and DLJ Offshore Partners III, CV (filed as
Exhibit 10.70 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).
10.2 -- 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).
10.3 -- Warrant Certificate dated as of March 5, 2001 by and
between Brigham Exploration Company and DLJMB Funding
III, Inc. (filed as Exhibit 10.72 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).
10.4 -- Warrant Certificate dated as of March 5, 2001 by and
between Brigham Exploration Company and DLJ ESC II, LP
(filed as Exhibit 10.73 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).
10.5 -- Warrant Certificate dated as of March 5, 2001 by and
between Brigham Exploration Company and DLJ Merchant
Banking Partners III, LP (filed as Exhibit 10.74 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).
10.6 -- Warrant Certificate dated as of March 5, 2001 by and
between Brigham Exploration Company and DLJ Offshore
Partners III, CV (filed as Exhibit 10.75 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).
10.7 -- Stockholders Voting Agreement dated as of March 5, 2001
by and among Brigham Exploration Company, DLJMB Funding
III, Inc., DLJ Merchant Banking Partners III, LP, DLJ
ESC II, LP, DLJ Offshore Partners III, CV and certain
shareholders of Brigham Exploration Company (filed as
Exhibit 10.76 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).

(b) Reports on Form 8-K:

Brigham filed a report on Form 8-K on February 2, 2001, to report the
announcements on February 1, 2001, of its quarterly overview of operational
activity for the three month period ending December 31, 2000, estimated
production and cash flow results for the fourth quarter 2000, and its planned
2001 capital expenditure budget. The Form 8-K included a copy of Brigham's press
release that provided these announcements.

Brigham filed a report on Form 8-K on March 7, 2001, to report the announcements
on March 6, 2001, of the sale of $10 million in preferred equity in a private
placement transaction, the completion of a high-rate Frio well and development
activities at the Home Run Field. The Form 8-K included a copy of Brigham's
press release that provided these announcements.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized on May 10, 2001.

BRIGHAM EXPLORATION COMPANY

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

By: /s/ CURTIS F. HARRELL
---------------------------
Curtis F. Harrell
Executive Vice President and
Chief Financial Officer

INDEX TO EXHIBITS

EXHIBIT
NO. DESCRIPTION
--- -----------