8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 9, 2005

Brigham Exploration Company

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 000-22433
(Commission
File Number) 75-2692967
(IRS Employer
Identification No.)

6300 Bridgepoint Parkway
Building Two, Suite 500
Austin, Texas 78730
(Address, including zip code, of principal executive offices)

Registrant’s telephone number, including area code: (512) 427-3300

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))

Item 7.01 Regulation FD Disclosure

     Registrant is furnishing its press release dated November 9, 2005, which announces an intended sale of common stock. The text of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

     (c) Exhibit 99.1 Press release dated November 9, 2005.

     On November 9, 2005, Brigham Exploration Company, a Delaware corporation (the “Company”), issued a press release announcing that the Company intends to offer 8,500,000 shares of common stock to the public under its shelf registration statement declared effective by the Securities and Exchange Commission on June 30, 2004. The underwriters will be granted an option to purchase an additional 1,275,000 shares of Brigham’s common stock, to cover over-allotments, if any. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.

     The Company intends to use the net proceeds from the offering to repurchase, concurrently with the closing of the offering, 6,000,000 shares of common stock from certain funds managed by affiliates of Credit Suisse First Boston (USA), Inc. that form part of Credit Suisse First Boston’s Alternative Capital Division at a price equal to the net proceeds per share that the Company will receive from the offering, before expenses. The remainder of the net proceeds will be used to repay outstanding indebtedness under its senior credit facility. Brigham will use the net proceeds from any exercise of the underwriters’ over-allotment option to repurchase additional common stock from the same funds referenced above at the same price per share. Upon completion of the offering and repurchase, the funds referenced above will beneficially own approximately 16.9% of Brigham’s common stock, assuming no exercise of the underwriters’ over-allotment option.

     The press release and the above information are being furnished under Item 9 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The furnishing of the information in this report is not intended to, and does not, constitute a determination or admission by the Company that the information in this report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company.

SIGNATURE

     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.

	BRIGHAM EXPLORATION COMPANY
Date: November 9, 2005
	By:	/s/ Eugene B. Shepherd, Jr.
		Eugene B. Shepherd, Jr.
		Executive Vice President &
		Chief Financial Officer

INDEX TO EXHIBITS

Item Number	Exhibit
99.1*	Press Release dated November 9, 2005

EX-99.1

Exhibit 99.1

NEWS RELEASE
FOR IMMEDIATE RELEASE

BRIGHAM EXPLORATION ANNOUNCES SALE OF COMMON STOCK

     Austin, TX — November 9, 2005 — Brigham Exploration Company (NASDAQ:BEXP) announced today that it intends to issue and sell 8,500,000 shares of its common stock to the public under its shelf registration statement declared effective by the Securities and Exchange Commission on June 30, 2004.

SALE OF COMMON STOCK

     Brigham announced today that it has filed a preliminary prospectus supplement, pursuant to which it intends to issue and sell 8,500,000 shares of its common stock to the public. The offering, if consummated, will be made pursuant to Brigham’s shelf registration statement on Form S-3, which was declared effective by the Commission on June 30, 2004. Prior to and contingent upon the consummation of the offering, Brigham will repurchase 6,000,000 shares of common stock from certain of its stockholders. The preliminary prospectus supplement provides the underwriters with a 30-day option to purchase up to 1,275,000 additional shares to cover any over-allotments. An equivalent number of shares to be sold in the over-allotment will be repurchased by Brigham from the same stockholders from whom Brigham is purchasing shares in the initial offering.

     Raymond James and RBC Capital Markets Corporation will act as co-lead managers for the offering. Friedman, Billings, Ramsey & Company, Johnson Rice & Company and Dahlman Rose & Company will act as co-managers. When available, copies of the prospectus supplement and accompanying prospectus may be obtained from the offices of Raymond James, 800 Carillon Parkway, St. Petersburg, Florida, 33716, phone number: 727-567-2400.

     This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities of Brigham, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

About Brigham Exploration

     Brigham Exploration Company is a leading independent exploration and production company that applies 3-D seismic imaging and other advanced technologies to systematically explore and develop onshore domestic natural gas and oil provinces. For more information about Brigham Exploration, please visit our website at www.bexp3d.com or contact Investor Relations at 512-427-3444.

Forward Looking Statement Disclosure

     Except for the historical information contained herein, the matters discussed in this news release are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are based upon current expectations. Important factors that could cause actual results to differ materially from those in the forward looking statements include risks inherent in exploratory drilling activities, the timing and extent of changes in commodity prices, unforeseen engineering and mechanical or technological difficulties in drilling wells, availability of drilling rigs, land issues, federal and state regulatory developments and other risks more fully described in the company’s filings with the Securities and Exchange Commission. All forward looking statements contained in this release, including any forecasts and estimates, are based on management’s outlook only as of the date of this release, and we undertake no obligation to update or revise these forward looking statements, whether as a result of subsequent developments or otherwise.

Contact: John Turner, Director of Finance & Business Development
(512) 427-3300

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