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

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 June 30, 2002

[ ] 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 August 2, 2002, 16,061,242 shares of Common Stock, $.01 per share,
were outstanding.

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

BRIGHAM EXPLORATION COMPANY
SECOND QUARTER 2002 FORM 10-Q REPORT

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

PAGE
----
PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Consolidated Balance Sheets - June 30, 2002 and December 31, 2001 . . . . . . . . . . . . . 1
Consolidated Statements of Operations - Three and six months ended June 30, 2002 and 2001 . 2
Consolidated Statement of Changes in Stockholders' Equity - Six months ended June 30, 2002. 3
Consolidated Statements of Cash Flows - Six months ended June 30, 2002 and 2001 . . . . . . 4
Notes to Consolidated Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . 5

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

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

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

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

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

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

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

BRIGHAM EXPLORATION COMPANY

CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
(unaudited)

June 30, December 31,
2002 2001
---------- --------------
ASSETS

Current assets:
Cash and cash equivalents $ 5,700 $ 5,112
Accounts receivable 11,981 9,325
Other current assets 3,601 2,531
---------- --------------
Total current assets 21,282 16,968

Oil and natural gas properties, net (full cost method) 158,314 151,891
Other property and equipment, net 1,344 1,331
Deferred loan fees 2,741 3,166
Other noncurrent assets 580 52
---------- --------------
$ 184,261 $ 173,408
========== ==============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 12,408 $ 8,267
Royalties payable 1,359 145
Accrued drilling costs 2,458 1,969
Other current liabilities 6,710 4,885
---------- --------------
Total current liabilities 22,935 15,266
---------- --------------

Notes payable 75,000 75,000
Senior subordinated notes 21,218 16,721
Other noncurrent liabilities 367 206

Commitments and contingencies

Series A Preferred Stock, mandatorily redeemable, $.01 par value, $20 stated and
redemption value, 2,250,000 shares authorized, 1,696,034 and 1,630,692 shares
issued and outstanding at June 30, 2002 and December 31, 2001, respectively 18,033 16,614

Stockholders' equity:
Preferred stock, $.01 par value, 10 million shares authorized, of which 2,250,000
are designated as Series A - -
Common stock, $.01 par value, 50 million shares authorized, 17,172,579 and
17,127,650 shares issued and 16,061,042 and 16,016,113 shares outstanding
at June 30, 2002 and December 31, 2001, respectively 172 171
Additional paid-in capital 79,703 80,466
Unearned stock compensation (379) (494)
Accumulated other comprehensive income (loss) (2,043) 351
Accumulated deficit (26,580) (26,728)
Treasury stock, at cost; 1,111,537 shares at June 30, 2002 and December 31, 2001 (4,165) (4,165)
---------- --------------
Total stockholders' equity 46,708 49,601
---------- --------------
$ 184,261 $ 173,408
========== ==============
<FN>
The accompanying notes are an integral part of these consolidated financial statements.

BRIGHAM EXPLORATION COMPANY

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

Three Months Ended Six Months Ended
June 30, June 30,
------------------------ ----------------------
2002 2001 2002 2001
------------ ---------- ---------- ----------

Revenues:
Oil and natural gas sales $ 8,769 $ 10,467 $ 15,203 $ 17,372
Other 17 37 27 175
------------ ---------- ---------- ----------
8,786 10,504 15,230 17,547
------------ ---------- ---------- ----------

Costs and expenses:
Lease operating 796 784 1,667 1,490
Production taxes 499 622 852 1,088
General and administrative 1,718 957 2,682 1,774
Depletion of oil and natural gas properties 3,394 3,182 6,531 5,659
Depreciation and amortization 101 83 204 235
------------ ---------- ---------- ----------
6,508 5,628 11,936 10,246
------------ ---------- ---------- ----------
Operating income 2,278 4,876 3,294 7,301
------------ ---------- ---------- ----------

Other income (expense):
Interest income 74 105 93 167
Interest expense, net (1,649) (1,779) (3,070) (3,585)
Other income (expense) 79 5,764 (169) 5,985
------------ ---------- ---------- ----------
(1,496) 4,090 (3,146) 2,567
------------ ---------- ---------- ----------

Income before income taxes 782 8,966 148 9,868
Income taxes - - - -
------------ ---------- ---------- ----------

Net income 782 8,966 148 9,868

Accretion and dividends on redeemable preferred stock 721 639 1,419 1,117
------------ ---------- ---------- ----------

Net income (loss) available to common stockholders $ 61 $ 8,327 $ (1,271) $ 8,751
============ ========== ========== ==========

Net income (loss) per share available to common stockholders:
Basic $ 0.00 $ 0.52 $ (0.08) $ 0.55
Diluted $ 0.00 $ 0.46 $ (0.08) $ 0.51

<FN>
The accompanying notes are an integral part of these consolidated financial statements.

BRIGHAM EXPLORATION COMPANY

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

Accumulated
Common Stock Additional Unearned Other
------------------ Paid-in Stock Comprehensive Accumulated Treasury
Shares Amounts Capital Compensation Income (Loss) Deficit Stock
-------- -------- ------------ -------------- --------------- ------------- ----------

Balance, December 31, 2001 17,128 $ 171 $ 80,466 $ (494) $ 351 $ (26,728) $ (4,165)

Exercise of employee
stock options 45 1 106 - - - -
Expiration of employee
stock options - - (46) - - - -
Revision of terms of
employee stock options - - 596 - - - -
Dividends on Series A
mandatorily redeemable
preferred stock - - (1,307) - - - -
Accretion on Series A
mandatorily redeemable
preferred stock - - (112) - - - -
Amortization of unearned
stock compensation - - - 115 - - -
Net income - - - - - 148 -
Other comprehensive loss:
Unrealized loss on cash
flow hedges - - - - (2,394) - -
Comprehensive loss
-------- -------- ------------ -------------- --------------- ------------- ----------

Balance, June 30, 2002 17,173 $ 172 $ 79,703 $ (379) $ (2,043) $ (26,580) $ (4,165)
======== ======== ============ ============== =============== ============= ==========

Total
Stockholders' Comprehensive
Equity Loss
--------------- ---------------

Balance, December 31, 2001 $ 49,601

Exercise of employee
stock options 107
Expiration of employee
stock options (46)
Revision of terms of
employee stock options 596
Dividends on Series A
mandatorily redeemable
preferred stock (1,307)
Accretion on Series A
mandatorily redeemable
preferred stock (112)
Amortization of unearned
stock compensation 115
Net income 148 $ 148
Other comprehensive loss:
Unrealized loss on cash
flow hedges (2,394) (2,394)
---------------
Comprehensive loss $ (2,246)
--------------- ===============

Balance, June 30, 2002 $ 46,708
===============

<FN>
The accompanying notes are an integral part of these consolidated financial statements.

BRIGHAM EXPLORATION COMPANY

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

Six Months Ended
June 30,
----------------------
2002 2001
---------- ----------

Cash flows from operating activities:
Net income $ 148 $ 9,868
Adjustments to reconcile net income to cash provided by operating activities:
Depletion of oil and natural gas properties 6,531 5,659
Depreciation and amortization 204 235
Interest paid through the issuance of additional senior subordinated notes 497 278
Amortization of deferred loan fee and debt issuance costs 585 686
Market value adjustment for derivative instruments (384) (7,028)
Stock option compensation expense 596 -
Changes in working capital and other items:
Accounts receivable (2,656) (4,029)
Other current assets (1,371) (889)
Accounts payable 4,141 (1,554)
Royalties payable 1,214 (35)
Other current liabilities 548 3,334
Other 3 (6)
---------- ----------
Net cash provided by operating activities 10,056 6,519
---------- ----------

Cash flows from investing activities:
Additions to oil and natural gas properties (13,047) (18,559)
Proceeds from sale of assets 617 -
Additions to other property and equipment (183) (127)
Increase (decrease) in drilling advances paid (580) 723
---------- ----------
Net cash used by investing activities (13,193) (17,963)
---------- ----------

Cash flows from financing activities:
Proceeds from exercise of employee stock options 107 70
Proceeds from issuance of preferred stock and warrants, net - 9,838
Proceeds from issuance of senior subordinated notes 4,000 9,000
Principal payments on capital lease obligations (22) (69)
Deferred loan fees paid (360) -
---------- ----------
Net cash provided by financing activities 3,725 18,839
---------- ----------

Net increase in cash and cash equivalents 588 7,395
Cash and cash equivalents, beginning of period 5,112 837
---------- ----------
Cash and cash equivalents, end of period $ 5,700 $ 8,232
========== ==========

<FN>
The accompanying notes are an integral part of these consolidated financial statements.

BRIGHAM EXPLORATION COMPANY

NOTES TO THE 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 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 consolidated
financial statements should be read in conjunction with Brigham's 2001 Annual
Report on Form 10-K pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934.

3. COMMITMENTS AND CONTINGENCIES

Brigham is, from time to time, party to certain lawsuits and claims arising
in the ordinary course of business. While the outcome of lawsuits and claims
cannot be predicted with certainty, management does not expect these matters to
have a materially adverse effect on the financial condition, results of
operations or cash flows of Brigham.

On November 20, 2001, Brigham filed a lawsuit in the District Court of
Travis County, Texas against Steve Massey Company, Inc. ("Massey") for breach of
contract. The Petition claims Massey furnished defective casing to Brigham,
which ultimately led to the casing failure of the Palmer "347" No. 5 well (the
"Palmer #5") and the loss of the Palmer #5 as a producing well. Brigham believes
the amount of damages incurred due to the loss of the Palmer #5 may exceed $5
million. Massey joined as additional defendants to the lawsuit other parties
that had responsibility for the manufacture, importation or fabrication of the
casing for its use in the Palmer #5. The case is currently in discovery and the
trial has been set for May 2003.

On February 20, 2002, Massey filed an Original Petition to Foreclose Lien
in Brooks County, Texas. Massey's Petition claims Brigham breached its contract
for failure to pay for the casing it furnished Brigham for the Palmer #5 (and
that Brigham's claim is defective, forming the basis of the lawsuit described in
the paragraph above). Massey's Petition claims Brigham owes Massey a total of
$445,819. Brigham's Motion to Transfer Venue to Travis County, Texas, was
recently granted. Once transfer is completed, Brigham will file a motion to
consolidate Massey's claim with Brigham's suit against Massey pending in Travis
County. If Massey is successful in its claim, Massey would have the right to
foreclose its lien against the well, associated equipment and Brigham's
leasehold interest. At this point in time, Brigham cannot predict the outcome of
either its Travis County case or Massey's claim.

4. NET INCOME (LOSS) PER SHARE

Basic earnings per common share are computed by dividing net income (loss)
available to common stockholders by the weighted average number of common shares
outstanding for the period. The computation of diluted net income (loss) per
share reflects the potential dilution that could occur if securities or other
contracts to issue common stock were exercised for or converted into common
stock or resulted in the issuance of common stock that would then share in the
earnings of Brigham. The number of common shares equivalents outstanding is
computed using the treasury stock method.

BRIGHAM EXPLORATION COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

The following table reconciles the numerators and denominators of the basic
and diluted earnings per common share computations for net income (loss)
available to common stockholders for the three and six months ended June 30,
2002 and 2001:

Three Months Ended Six Months Ended
June 30, June 30,
---------------------- ---------------------
2002 2001 2002 2001
---------- ---------- ---------- ---------

BASIC EARNINGS PER SHARE:
Income (loss) available to common stockholders $ 61 $ 8,327 $ (1,271) $ 8,751
========== ========== ========== =========

Common shares outstanding 16,038 15,983 16,027 15,983
========== ========== ========== =========

Basic earnings per share $ 0.00 $ 0.52 $ (0.08) $ 0.55
========== ========== ========== =========

DILUTED EARNINGS PER SHARE:
Income (loss) available to common stockholders $ 61 $ 8,327 $ (1,271) $ 8,751

Adjustments for assumed conversions:
Amortization of compensation expense on stock options - 4 - 10
Interest on convertible debt - - - 464
Dividends on mandatorily redeemable preferred stock - 399 - 793
---------- ---------- ---------- ---------
- 403 - 1,267

Adjusted income (loss) available to common stockholders - diluted $ 61 $ 8,730 $ (1,271) $ 10,018
========== ========== ========== =========

Common shares outstanding 16,038 15,983 16,027 15,983

Effect of dilutive securities:
Warrants 1,227 2,521 - 3,349
Stock options 288 331 - 402
---------- ---------- ---------- ---------
Potentially dilutive common shares 1,515 2,852 - 3,751
---------- ---------- ---------- ---------

Adjusted common shares outstanding - diluted 17,553 18,835 16,027 19,734
========== ========== ========== =========

Diluted earnings per share $ 0.00 $ 0.46 $ (0.08) $ 0.51
========== ========== ========== =========

Options and warrants to purchase 14.8 million shares and 7.7 million
shares of common stock were outstanding but not included in the calculation of
diluted earnings (loss) per share for the three months ended June 30, 2002 and
2001, respectively, and options and warrants to purchase 19.0 million shares and
5.1 million shares of common stock were outstanding but not included in the
calculation of diluted earnings (loss) per share for the six months ended June
30, 2002 and 2001, respectively, because the effects would have been
anti-dilutive.

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.

At June 30, 2002, the fair value of hedging contracts included in
accumulated other comprehensive loss and other liabilities was approximately
$2.0 million of which approximately $160,000 was classified as noncurrent. In
the three months ended June 30, 2002 and 2001, Brigham recognized losses of
$592,000 and $1.5 million, respectively, which were recorded as a reduction of
oil and natural gas sales. In the six months ended June 30, 2002 and 2001,
Brigham recognized losses of $303,000 and $8.1 million, respectively, which were
recorded as a reduction of oil and natural gas sales.

BRIGHAM EXPLORATION COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

Derivative instruments not qualifying as hedging contracts are recorded at
fair value on the balance sheet. At each balance sheet date, the value of
derivatives not qualifying as hedging contracts is adjusted to reflect current
fair value and any gains or losses are recognized as other income or expense.
During the three months ended June 30, 2002, Brigham's derivative instruments
not qualifying as a hedging contract expired. In the three months ended June 30,
2002 and 2001, Brigham recognized $635,000 and $6.8 million, respectively, in
non-cash gains related to changes in the fair values of these derivative
contracts and $559,000 and $1.0 million, respectively, in cash losses related to
cash settlement payments made by Brigham to the counterparty. In the six months
ended June 30, 2002 and 2001, Brigham recognized $384,000 and $7.0 million,
respectively, in non-cash gains related to changes in the fair values of these
derivative contracts and $559,000 and $1.0 million, respectively, in cash losses
related to cash settlement payments made by Brigham to the counterparty.

The following tables summarize Brigham's outstanding oil and natural gas
derivative instruments as of June 30, 2002:

OIL CONTRACTS
2002 2003
-------------------- --------------------
VOLUMES CONTRACT VOLUMES CONTRACT
FIXED PRICE PRICING REMAINING HEDGED PRICE HEDGED PRICE
SWAPS BASIS CONTRACT TERM (BBLS) ($/BBL) (BBLS) ($/BBL)
- ------------ ------- ------------- -------- ---------- -------- ----------

Contract #1 NYMEX 07/02 - 09/02 46,000 $ 25.06 - -

Contract #2 NYMEX 10/02 - 12/02 23,000 $ 24.50 - -

Contract #3 NYMEX 01/03 - 03/03 - - 22,500 $ 23.92

Contract #4 NYMEX 04/03 - 06/03 - - 22,750 $ 23.50

Contract #5 NYMEX 07/03 - 09/03 - - 23,000 $ 23.15

Contract #6 NYMEX 10/03 - 12/03 - - 23,000 $ 22.90

2002 2003
----------------------------- -----------------------------
PRICE PRICE
VOLUMES ------------------- VOLUMES -------------------
PRICING REMAINING HEDGED FLOOR CEILING HEDGED FLOOR CEILING
COLLARS BASIS CONTRACT TERM (BBLS) ($/BBL) ($/BBL) (BBLS) ($/BBL) ($/BBL)
- ---------- ------- ------------- -------- -------- --------- -------- -------- ---------

Collar #1 NYMEX 07/02 - 12/02 46,000 $ 18.00 $ 22.35 - - -
Collar #2 NYMEX 07/02 - 06/03 46,000 $ 18.00 $ 22.56 45,250 $ 18.00 $ 22.56

BRIGHAM EXPLORATION COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

NATURAL GAS CONTRACTS
2002 2003
-------------------- --------------------
VOLUMES CONTRACT VOLUMES CONTRACT
FIXED PRICE REMAINING HEDGED PRICE HEDGED PRICE
SWAPS PRICING BASIS CONTRACT TERM (MMBTU) ($/MMBTU) (MMBTU) ($/MMBTU)
- --------------------- ------------- ------------- -------- ---------- -------- ----------

Contract #1 NYMEX 07/02 - 12/02 460,000 $ 2.900 - -
Contract #2 NYMEX 07/02 - 06/03 460,000 $ 3.000 452,500 $ 3.000
Contract #3 NYMEX 07/02 - 09/02 230,000 $ 3.200 - -
Contract #4 NYMEX 10/02 - 12/02 92,000 $ 3.455 - -
Contract #5 NYMEX 01/03 - 03/03 - - 225,000 $ 3.700
Contract #6 NYMEX 04/03 - 06/03 - - 91,000 $ 3.400
Contract #7 NYMEX 07/03 - 09/03 - - 230,000 $ 3.450
Contract #8 NYMEX 10/03 - 12/03 - - 92,000 $ 3.670
Contract #9 NYMEX 07/02 - 09/02 230,000 $ 3.560 - -
Contract #10 NYMEX 10/02 - 12/02 230,000 $ 3.755 - -
Contract #11 NYMEX 01/03 - 03/03 - - 225,000 $ 3.895
Contract #12 NYMEX 04/03 - 06/03 - - 227,500 $ 3.515
Contract #13 NYMEX 07/03 - 09/03 - - 230,000 $ 3.555
Contract #14 NYMEX 09/03 - 12/03 - - 230,000 $ 3.755

In July 2002, Brigham entered into five crude oil fixed price swap
agreements whereby Brigham exchanged a floating market price for a fixed
contract price of $25.39 per Bbl for 325 Blbs per day for the period from
October 2002 through December 2002, $24.79 per Bbl on 300 Bbls per day for the
period from January 2003 through March 2003, $24.30 per Bbl on 200 Bbls per day
for the period from April 2003 through June 2003, $23.89 per Bbl on 250 Bbls per
day for the period from July 2003 through September 2003, and $23.59 per Bbl on
200 Bbls per day for the period from October 2003 through December 2003. These
derivative instruments qualify for hedge accounting and will be designated as
cash flow hedges.

6. EMPLOYEE STOCK OPTIONS

In May 2002, Brigham accelerated the vesting of certain employee stock
options and extended the time limitation for exercising certain employee stock
options following termination of employment. These revisions resulted in the
immediate recognition of stock compensation cost as measured at the effective
date of the changes. Accordingly, a non-cash charge to general and
administrative expense in the amount of $596,000 was recorded during the second
quarter of 2002.

7. RECENT ACCOUNTING PRONOUNCEMENTS

In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Standards No. 143, "Asset Retirement Obligations" ("SFAS
143") which establishes accounting requirements for retirement obligations
associated with tangible long-lived assets including the timing of the liability

BRIGHAM EXPLORATION COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

recognition, initial measurement of the liability, allocation of asset
retirement cost to expense, subsequent measurement of the liability and
financial statement disclosures. SFAS 143 requires that an asset retirement cost
be capitalized as part of the cost of the related long-lived asset and
subsequently allocated to expense using a systematic, rational method. Brigham
plans to adopt SFAS 143 no later than January 1, 2003, as required. The
transition adjustment resulting from the adoption will be reported as a
cumulative effect of a change in accounting principle. At this time, Brigham
cannot reasonably estimate the effect of the adoption of SFAS 143 on its
financial position, results of operations or cash flows.

In April 2002, the FASB issued Statement of Financial Standards No. 145,
"Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No.
13 and Technical Corrections" ("SFAS 145") which is effective for fiscal years
beginning after May 15, 2002. Prior to the adoption of the provisions of SFAS
145, gains or losses on the early extinguishment of debt were required to be
classified as extraordinary gains or losses, net of associated income taxes,
below the determination of income or loss from continuing operations. SFAS 145
changes this accounting (except in the case of events or transactions of a
highly unusual and infrequent nature) and requires that gains or losses from the
early extinguishment of debt be classified as components of income or loss from
continuing operations. Brigham will adopt the provisions of SFAS 145 on January
1, 2003. The adoption of the provisions of SFAS 145 is not expected to affect
Brigham's future financial position or liquidity. When Brigham adopts the
provisions of SFAS 145, gains or losses from the early extinguishment of debt
recognized in the consolidated statements of operations for prior years will be
reclassified to other revenues or other expense and included in the
determination of the income (loss) from continuing operations of those periods.

In July 2002, the FASB issued Statement of Financial Standard No. 146,
"Accounting for Costs Associated with Exit or Disposal Activities" ("SFAS 146")
which requires companies to recognize costs associated with exit or disposal
activities when they are incurred rather than at the date of commitment to an
exit or disposal plan. Examples of costs covered by SFAS 146 include lease
termination costs and certain employee severance costs that are associated with
a restructuring, discontinued operations, or other exit or disposal activity.
SFAS 146 replaces Emerging Task Force Issue No. 94-3, "Liability Recognition for
certain employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)". The provisions of SFAS
146 are effective for exit and disposal activities that are initiated after
December 31, 2002. Brigham will account for exit or disposal activities
initiated after December 31, 2002 in accordance with the provisions of SFAS 146.

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

RESULTS OF OPERATIONS

Comparison of the three-month periods ended June 30, 2002 and 2001

Production. Our net equivalent production volumes for the three months ended
June 30, 2002 were 2,460 MMcfe (27.3 Mmcfe per day) compared to 2,652 MMcfe
(29.5 Mmcfe per day) for the same period during 2001. The decline in our
production for the three-month period is primarily due to the natural decline of
existing production. Production of natural gas represented 61% of our total
production for the three months ended June 30, 2002 compared to 70% for the same
period in 2001. Natural gas production declined 20% from 1,867 MMcf (20.7 MMcf
per day) in the second quarter 2001 to 1,499 MMcf (16.7 MMcf per day) in the
second quarter of 2002. Oil production for the second quarter 2002 increased 22%
to 160 MBbls (1,778 Bbls per day) compared to 131 MBbls (1,453 Bbls per day) for
the same time period during 2001.

Revenue from the sale of oil and natural gas. Oil and natural gas sales for the
second quarter 2002 were $8.8 million. This represents a decline of $1.7 million
from prior year second quarter sales, of which $1.1 million is related to a 10%
decline in our equivalent realized price and $626,000 is related to lower
production.

Total revenue from the sale of natural gas for the second quarter 2002 declined
$2.1 million from the second quarter last year to $4.9 million. Our average
realized sales price for natural gas for the second quarter 2002 was $3.30 per
Mcf or 13% lower than our average realized sales price for natural gas in the
second quarter last year. Cash settlements on natural gas hedging contracts of
$321,000 ($0.21 per Mcf) negatively impacted our revenue from the sale of
natural gas and our average realized natural gas sales price for the second
quarter of 2002. Cash settlements on natural gas hedging contracts of $1.4
million ($0.77 per Mcf) negatively impacted our revenue from the sale of natural
gas and our average sales price during the second quarter of 2001.

Our average realized sales price for oil for the second quarter of 2002 was
$23.90 per Bbl. This represents an 8% decline from $26.09 per Bbl realized
during the second quarter of 2001. Revenues from the sale of oil and our average
realized oil sales price were negatively affected by hedging losses of $271,000
($1.69 per Bbl) in the second quarter of 2002 and hedging losses of $50,000
($0.38 per Bbl) for the same period in 2001.

Lease operating expenses. Lease operating expenses for the second quarter were
$796,000, or 2% higher than lease operating expenses for the second quarter of
2001. Lease operating expenses on a per unit of equivalent production basis were
$0.32 per Mcfe, up 7% from $0.30 per Mcfe for the second quarter of 2001. The
increase in lease operating expenses was primarily due to an increase in the
number of producing wells in the second quarter of 2002 as compared with the
same period in 2001. The increase in lease operating expenses per unit in the
second quarter of 2002 relative to the second quarter of 2001 was primarily due
to higher maintenance and workover expense on certain wells.

Production taxes. Production taxes for the second quarter 2002 decreased 20% to
$499,000 compared to $622,000 in the second quarter of 2001. This decrease is
primarily due to lower severance tax rates on certain wells, a 16% decrease in
the average pre-hedge equivalent price received for oil and natural gas and
lower production. On a per unit of equivalent production basis, production taxes
for the second quarter of 2002 decreased 13% to $0.20 per Mcfe compared to $0.23
per Mcfe for the same time period in 2001.

General and administrative expenses. General and administrative expenses for
the second quarter of 2002 were $1.7 million compared to $957,000 in the second
quarter of 2001. Of the increase, $596,000 was the result of non-cash stock
option compensation expense. The remainder of the increase was primarily due to
an increase in payroll, employee benefits and public company expenses. On a per
unit of equivalent production basis, general and administrative expenses
increased from $0.36 per Mcfe in the second quarter of 2001 to $0.70 per Mcfe in
the second quarter of 2002. Of the increase, $0.24 per Mcfe was the result of
the non-cash stock compensation charge.

Depletion of oil and natural gas properties. Depletion of oil and natural gas
properties for the second quarter 2002 was $3.4 million compared to $3.2 million
for the second quarter of last year. Approximately $477,000 of this increase is
the result of an increase in our depletion rate and was partially offset by a

decrease resulting from lower production. On a per unit of equivalent production
basis, depletion expense increased 15% from $1.20 per Mcfe in the second quarter
of 2001 to $1.38 per Mcfe in the second quarter of 2002. The increase in the
depletion rate per unit of equivalent production is primarily due to an increase
in the estimated cost required to fully develop our Home Run Field.

Interest expense. Interest expense for the second quarter 2002 was $1.6 million
compared to $1.8 million for the second quarter of 2001. This decrease is due to
lower interest rates on outstanding debt borrowings during the second quarter of
2002 as compared to the same period for 2001 and was partially offset by an
increase in outstanding debt for the second quarter 2002 compared to second
quarter 2001. The weighted average interest rate on our outstanding indebtedness
during the second quarter 2002 was 7.5% compared to 9.7% for second quarter of
2001. This decrease is primarily due to a decrease in LIBOR for the second
quarter of 2002 as compared to the second quarter of 2001. Our weighted average
outstanding debt balance for second quarter 2002 was $96.1 million compared to
$91.2 million for the same period last year. Interest expense for the second
quarter 2002 included (i) $270,000 of interest expense that was paid in kind
through the issuance of additional debt in lieu of cash, and (ii) $299,000 of
non-cash charges related to the amortization of deferred loan fees. Interest
expense is reflected net of capitalized interest of $443,000 and $150,000 in the
second quarter 2001 and 2002, respectively.

Other income (expense). Other income for the second quarter 2002 was $79,000
compared to other income of $5.8 million during the second quarter last year. We
recognize other income or expense primarily related to the change in the fair
market value and the related cash flows of certain oil and natural gas
derivative contracts that do not qualify for hedge accounting treatment. For the
second quarter 2002, other income (expense) includes $635,000 of non-cash income
related to the change in the fair market values of these derivative contracts
and was partially offset by $559,000 of cash expense related to cash settlement
of these derivative contracts. Other income (expense) for the second quarter of
2001 includes $6.8 million of non-cash income related to the changes in the fair
market value of these derivative contracts and was partially offset by $1.0
million of cash expense related to the cash settlement of these derivative
contracts. As of July 1, 2002, all of our existing derivative instruments
qualify as hedging contracts.

Comparison of the six- month periods ended June 30, 2002 and 2001

Production. Our net equivalent production volumes for the six months ended June
30, 2002 were 4,733 MMcfe (26.3 Mmcfe per day) compared to 4,716 (26.2 Mcfe per
day) for the same period during 2001. Production of natural gas represented 60%
of our total equivalent production volumes for the six months ended June 30,
2002, compared to 74% for the same period in 2001. Natural gas production
declined 18% from 3,477 MMcf (19.3 MMcf per day) for the first half of 2001 to
2,844 MMcf (15.8 MMcf per day) for the second half of 2002. Oil production for
first six months of 2002 increased 52% to 315 MBbls (1,749 Bbls per day)
compared to 206 MBbls (1,147 Bbls per day) for the same time period during 2001.

Revenue from the sale of oil and natural gas. Oil and natural gas sales for the
first two quarters of 2002 were $15.2 million compared to $17.4 million for the
same period during 2001. A 13% decline in our equivalent price received for oil
and gas accounted for $2.8 million of the decline for the first two quarters of
2002 and was partially offset by an increase of $680,000 related to increased
production volumes.

Our average realized sales price for natural gas for the first six months of
2002 was $2.92 per Mcf or 15% lower than our average realized sales price for
natural gas during the same period of 2001. Total revenue from the sale of
natural gas during the first six months of 2002 declined $11.7 million to $8.3
million when compared to the first six months of last year. Cash settlements on
natural gas hedging contracts of $18,000 ($0.01 per Mcf) positively impacted our
revenue from the sale of natural gas and our average realized natural gas sales
price for the first six months of 2002. Cash settlements on natural gas hedging
contracts of $8.0 million ($2.30 per Mcf) negatively impacted our revenue from
the sale of natural gas and our average sales price during first six months of
2001.

Our average realized sales price for oil for the first six months of 2002 was
$21.95 per Bbl. This represents a 17% decline from $26.33 per Bbl realized
during the first six months of 2001. Revenues from the sale of oil and our
average realized oil sales price were negatively affected by hedging losses of
$321,000 ($1.02 per Bbl) during the first six months of 2002 and hedging losses
of $125,000 ($0.61 per Bbl) for the same period in 2001.

Lease operating expenses. Lease operating expenses for the first two quarters
of 2002 were $1.7 million or 12% higher than lease operating expenses for the
same period of 2001. Lease operating expenses on a per unit of equivalent
production basis for the first six months of 2002 were $0.35 per Mcfe, up 9%

from $0.32 per Mcfe for the same period of 2001. The increase in lease operating
expenses was primarily due to an increase in the number of producing wells
during first six months of 2002 as compared with the same period of 2001. The
increase in lease operating expenses per unit in the first six months of 2002
relative to the first six months of 2001 was primarily due to higher maintenance
and workover expense on certain wells.

Production taxes. Production taxes for the first six months of 2002 decreased
22% to $852,000 compared to $1.1 million for the first six months of 2001. This
decrease is primarily due to reduced severance tax rates on certain wells and a
39% decrease in the average pre-hedge equivalent price received for oil and
natural gas. On a per unit of equivalent production basis, production taxes for
the first half of 2002 were $0.18 per Mcfe compared to $0.23 per Mcfe for the
same time period in 2001.

General and administrative expenses. General and administrative expenses for
the first half of 2002 were $2.7 million compared to $1.8 million for the first
half of 2001. Of the increase, $596,000 was the result of non-cash stock option
compensation expense. The remainder of the increase was primarily due to an
increase in payroll, employee benefits and public company expenses. On a per
unit of equivalent production basis, general and administrative expenses
increased from $0.32 per Mcfe for the first six months of 2001 to $0.57 per Mcfe
for the first six months of 2002. Of the increase, $0.13 was the result of the
non-cash stock compensation charge.

Depletion of oil and natural gas properties. Depletion of oil and natural gas
properties for the first six months of 2002 was $6.5 million compared to $5.7
million for the same time period last year. Approximately $849,000 of this
increase resulted from an increase in our depletion rate. On a per unit of
equivalent production basis, depletion expense increased 15% from $1.20 per Mcfe
for the first half of 2001 to $1.38 per Mcfe for the same period of 2002. The
increase in the depletion rate per unit of equivalent production is primarily
due to an increase in the estimated cost required to fully develop our Home Run
Field.

Interest expense. Interest expense for the first six months of 2002 was $3.1
million compared to $3.6 million for the same time period of 2001. This decrease
is due to lower interest rates on outstanding debt borrowings during the first
half of 2002 as compared to the same period for 2001 and was partially offset by
an increase in outstanding debt for the first six months of 2002 compared to
second quarter 2001. The weighted average interest rate on our outstanding
indebtedness during the first six months of 2002 was 7.4% versus 10.3% for the
first six months of 2001. This decrease is primarily due to lower LIBOR for the
first six months of 2002 as compared to the first six months of 2001. Our
weighted average outstanding debt balance for the first half of 2002 was $95.2
million compared to $87.9 million for the same time period last year. Interest
expense for the first half of 2002 included (i) $497,000 of interest expense
that was paid in kind through the issuance of additional debt in lieu of cash,
and (ii) $585,000 of non-cash charges related to the amortization of deferred
loan fees. Interest expense is reflected net of capitalized interest of $1.0
million and $450,000 for the first six months of 2001 and 2002, respectively.

Other income (expense). Other expense for the first half of 2002 was $169,000
compared to other income of $6.0 million for the first six months of 2001. We
recognize other income or expense primarily related to the change in the fair
market value and the related cash flows of certain oil and natural gas
derivative contracts that do not qualify for hedge accounting treatment. For the
first six months of 2002, other income (expense) included $384,000 of non-cash
income related to the changes in the fair market values of these derivative
contracts and was offset by $559,000 of cash expense related to cash settlements
pursuant to these derivative contracts. Other income (expense) for the first six
months of 2001 included $7.0 million of non-cash income related to the changes
in the fair market values of these derivative contracts and was partially offset
by $1.0 million of cash expense related to the cash settlement of these
derivative contracts. As of July 1, 2002, all of our existing derivative
instruments qualify as hedging contracts.

LIQUIDITY AND CAPITAL RESOURCES

2002 Capital Expenditure Program

Our current total net capital spending budget for 2002 is $25.0 million. We
spent $13.0 million in total net capital for the first six months of 2002.
Capital expenditures include costs related to the well control event with the
Burkhart #1. We submitted our claim to our insurance company and expect to
receive a reimbursement of approximately $2.0 million. For the remainder of
2002, we plan to spend approximately $14.0 million. Spending will be funded by
our discretionary cash flow and our current cash balance. Estimated capital

expenditures for the remainder of 2002 represent an increase of approximately
16% from our original 2002 budget. This increase is primarily attributable to a
forecasted increase in production volumes, currently forecasted oil and natural
gas prices and projected growth in cash flows. The final determination with
respect to drilling the currently budgeted wells may depend on a number of
factors including the following:

- the results of exploration efforts and the review and analysis of
our 3-D seismic data,

- the availability of sufficient capital resources by us and other
participants for drilling prospects,

- economic and industry conditions at the time of drilling, including
prevailing and anticipated prices for natural gas and oil and the
availability of drilling equipment,

- the availability of leases on reasonable terms for the potential
drilling locations, and

- the availability of more economically attractive prospects.

There can be no assurance that the budgeted wells will, if drilled, encounter
reservoirs of commercial quantities of oil or natural gas.

Senior Credit Facility

Interest expense on our senior credit facility for the second quarter of 2002
was $1.1 million. This includes $130,000 of non-cash charges related to the
amortization of deferred loan fees. Accrued interest expense for our senior
credit facility at June 30, 2002 was $49,000.

Interest expense on our senior credit facility for the first half of 2002 was
$2.1 million. This includes $257,000 of non-cash charges related to the
amortization of deferred loan fees. The interest rate on our senior credit
facility on July 31, 2002 was 4.8%. We were in compliance with our covenants at
June 30, 2002.

Subordinated Notes Facility

We borrowed an additional $4.0 million under our subordinated notes facility in
March 2002. Total debt outstanding pursuant to our subordinated notes facility
on June 30, 2002 was $21.2 million. Approximately $1.2 million of this
outstanding balance is subordinated notes that were issued to satisfy interest
obligations on our subordinated notes facility. We have no remaining borrowing
availability under our subordinated notes facility.

Interest expense on our subordinated notes facility for the second quarter of
2002 was $735,000. This includes $169,000 of non-cash charges related to the
amortization of deferred loan fees. During the second quarter 2002, we exercised
our option to satisfy 50% of the interest payment obligation on our subordinated
notes facility through the issuance of additional subordinated notes in lieu of
cash by issuing approximately $270,000 of additional subordinated notes. Accrued
interest expense for our subordinated notes facility at June 30, 2002 was
$381,000.

Interest expense on our subordinated notes facility for the first half of 2002
was $1.4 million. This includes $328,000 of non-cash charges related to the
amortization of deferred loan fees. For the first six months of 2002, we issued
approximately $497,000 in additional subordinated notes to satisfy 50% of the
interest obligations on our senior subordinated notes facility. We were in
compliance with our covenants at June 30, 2002.

Series A Preferred Stock

Dividends and accretion on our Series A Preferred Stock for the second quarter
of 2002 were $721,000. This includes $57,000 of non-cash charges related to the
accretion of the preferred stock and $664,000 of dividends that were
paid-in-kind through the issuance of Series A Preferred Stock. Dividends and
accretion on our Series A Preferred Stock for the first two quarters of 2002
were $1.4 million. This includes $112,000 of non-cash charges related to the
accretion of the preferred stock and $1.3 million of dividends that were
paid-in-kind through the issuance of Series A Preferred Stock.

The liquidation value of our outstanding Series A Preferred Stock at June 30,
2002 was $33.9 million. Approximately $3.9 million of this outstanding balance
represents additional Series A Preferred Stock issued to satisfy our dividend
payments.

Cash Flow Analysis

Cash Flows from Operating Activities. Cash flows provided by operating
activities for the first six months of 2002 were $10.0 million compared to $6.5
million for the first six months of 2001. The increased cash flows from
operating activities for 2002 is primarily due to a $1.9 million increase in
cash from working capital for the first six months of 2002 versus a cash
decrease of $3.2 million from working capital during the first six months of
2001. This was partially offset by a decrease in operating cash flow before
changes in working capital for the first two quarters of 2002 when compared to
the first two quarters of 2001.

Cash Flows from Investing Activities. Cash flows used by investing activities
for the first six months of 2002 were $13.2 million compared to $18.0 million
for the first six months of 2001. The decrease in cash used by investing
activities for 2002 is primarily due to lower capital expenditures for
exploration and development activities during the first six months of 2002
($13.0 million during 2002 versus $18.6 million during 2001) and $617,000 in
cash proceeds from the sale of assets during the first six months of 2002.

Cash Flows from Financing Activities. Cash flows provided by financing
activities for the first six months were $3.7 million compared to $18.8 million
during the first six months of 2001. This decrease is primarily due to increased
borrowings under our subordinated notes facility and the financing transaction
that we completed during the first six months of 2001. During the first six
months of 2001, we borrowed an additional $9.0 million under our subordinated
notes facility compared to an additional $4.0 million during the first six
months of 2002. We also issued $10.0 million in Series A Preferred Stock and
warrants during the first six months of 2001.

OTHER MATTERS

Derivative Instruments

Total natural gas sold subject to swap arrangements entered into by us was
682,500 MMBtu in the second quarter of 2002 compared to 450,000 MMBtu in the
second quarter of 2001. We also sold 305,000 MMbtu subject to a floor contract
during the second quarter of 2001. We accounted for these transactions as
hedging activities and, accordingly, adjusted the price received for natural gas
production during the period the hedged transactions occurred. Adjustments to
the price received for natural gas under these hedging arrangements resulted in
a decrease in natural gas revenues of $321,000 in the second quarter of 2002 and
a decrease in natural gas revenues of $1.4 million in second quarter of 2001.

For the first six months of 2002, total natural gas sold subject to swap
arrangements was 1,357,500 MMBtu compared to 1,800,000 MMBtu during the first
six months of 2001. We also sold 305,000 MMbtu subject to a floor contract
during the first six months of 2001. We accounted for these transactions as
hedging activities and, accordingly, adjusted the price received for natural gas
production during the period the hedged transactions occurred. Adjustments to
the price received for natural gas under these hedging arrangements resulted in
an increase in natural gas revenues of $18,000 in the first half of 2002 and a
decrease in natural gas revenues of $8.0 million in the first half of 2001.

In addition, oil revenues were reduced by $271,000 in the second quarter of 2002
and $50,000 in the second quarter of 2001 as a result of crude oil hedging
arrangements outstanding during the period. For the six months ended June 30,
2002, oil revenues were reduced by $321,000 and for the same time period of 2001
oil revenues were reduced by $125,000.

related to changes in the fair values of these derivative contracts and $559,000
and $1.0 million, respectively, in cash losses related to cash settlement
payments made by Brigham to the counterparty. In the six months ended June 30,
2002 and 2001, Brigham recognized $384,000 and $7.0 million, respectively, in
non-cash gains related to changes in the fair values of these derivative
contracts and $559,000 and $1.0 million, respectively, in cash losses related to
cash settlement payments made by Brigham to the counterparty.

See Note 5 to the Consolidated Financial Statements for information regarding
Brigham's outstanding crude oil and natural gas derivative contracts.

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.

New Accounting Pronouncements

In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Standards No. 143, "Asset Retirement Obligations" ("SFAS 143") which
establishes accounting requirements for retirement obligations associated with
tangible long-lived assets including the timing of the liability recognition,
initial measurement of the liability, allocation of asset retirement cost to
expense, subsequent measurement of the liability and financial statement
disclosures. SFAS 143 requires that an asset retirement cost be capitalized as
part of the cost of the related long-lived asset and subsequently allocated to
expense using a systematic, rational method. Brigham plans to adopt SFAS 143 no
later than January 1, 2003, as required. The transition adjustment resulting
from the adoption will be reported as a cumulative effect of a change in
accounting principle. At this time, Brigham cannot reasonably estimate the
effect of the adoption of SFAS 143 on its financial position, results of
operations or cash flows.

exit or disposal plan. Examples of costs covered by SFAS 146 include lease
termination costs and certain employee severance costs that are associated with
a restructuring, discontinued operations, or other exit or disposal activity.
SFAS 146 replaces Emerging Task Force Issue No. 94-3, "Liability Recognition for
certain employee Termination Benefits and Other costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)". The provisions of SFAS
146 are effective for exit and disposal activities that are initiated after
December 31, 2002. Brigham will account for exit or disposal activities
initiated after December 31, 2002 in accordance with the provisions of SFAS 146.

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 2002 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 in this report, in the
description of Brigham's business in Item 1 of our Form 10-K report for the year
ended December 31, 2001 (see page 1 of Brigham's 2001 Form 10-K) or in our
Management's Discussion Analysis of Financial Condition in our Form 10-K report
for the year ended December 31, 2001 (see page 29 of Brigham's 2001 Form 10-K).
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, 2001 (see page 54 of Brigham's 2001 Form 10-K), Brigham provided a
discussion of its market risk. See Note 5 to the Consolidated Financial
Statements regarding Brigham's market risk associated with its derivative
instruments at June 30, 2002. There were no material changes during the second
quarter of 2002 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 2001 Form 10-K report, and in Note 5 to the Consolidated
Financial Statements in this Form 10-Q.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

As discussed in Note 3 of Notes to the Consolidated Financial Statements
included in Part I. Financial Information, Brigham is party to various legal
actions arising in the ordinary course of business and does not expect these
matters to have a material adverse effect on its financial condition, results of
operations or cash flow.

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

(a) We held our Annual Stockholders meeting on Friday, May 17, 2002 in Austin,
Texas, at 1 p.m., local time.

(b) Proxies were solicited by the Board of Directors of Brigham pursuant to
Regulation 14A under the Securities Exchange Act of 1934. There were no
solicitations in opposition to the Board of Directors' nominees as listed
in the proxy statement and all of such nominees were duly elected.

(c) Out of the total of 16,016,113 shares of our common stock outstanding and
entitled to vote, 13,700,629 shares were present in person or by proxy,
representing approximately 86%. The only matters voted on by our
stockholders, as fully described in the definitive proxy materials for the
annual meeting, are set forth below. The results were as follows:

1. To elect eight directors to serve until Our Annual Meeting of
Stockholders in 2003.

Number of Shares
Withholding Authority to
Number of Shares Vote for Election as
Nominee Voting for Election as Director Director
-------------------- ------------------------------- ------------------------

Ben M. "Bud" Brigham 13,425,903 274,726
Anne L. Brigham 13,553,039 147,590
Harold D. Carter 13,553,039 147,590
Curtis F. Harrell 13,425,903 274,726
Stephen P. Reynolds 13,553,039 147,590
Steven A. Webster 13,553,039 147,590
R. Graham Whaling 13,553,039 147,590

2. To approve the appointment of PricewaterhouseCoopers LLP as our
independent auditors for the year ending December 31, 2002.

For 13,692,564
Against 2,850
Abstain 5,215

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:

None

(b) Reports on Form 8-K:

We filed a report on Form 8-K on April 1, 2002, to announce that we had
regained surface of the Providence Field development well. The Form 8-K
included a copy of the press release that provided these announcements.

We filed a report on Form 8-K on April 19, 2002, to announce that our
management would be presenting at the IPAA 2002 Oil & Gas Investment
Symposium held in New York on Tuesday April 23, 2002. The Form 8-K included
a copy of the press release that provided these announcements.

We filed a report on Form 8-K on May 6, 2002, to announce our operational
and financial results for the first quarter 2002. The Form 8-K included a
copy of the press releases that provided these announcements.

We filed a report on Form 8-K on June 6, 2002, to announce that Gene
Shepherd has been named CFO and other executive promotions. The Form 8-K
included a copy of the press release that provided these announcements.

We filed a report on Form 8-K on June 12, 2002, to update the market on the
Providence Field Development. The Form 8-K included a copy of the 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 August 14, 2002.

BRIGHAM EXPLORATION COMPANY

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

By: /s/ EUGENE B SHEPHERD, JR.
------------------------------
Eugene B. Shepherd, Jr.
Senior Vice President and Chief
Financial Officer