SecProbe.io

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								December 20, 2005

Mr. Eugene B. Shepherd, Jr.
Chief Financial Officer
Brigham Exploration Company
6300 Bridge Point Parkway, Building 2, Suite 500
Austin, Texas 78730

	Re:	Brigham Exploration Company
		Form 10-K for Fiscal Year Ended December 31, 2004
Filed March 31, 2005
		Form 10-Q for Fiscal Quarter Ended September 30, 2005
      Filed November 9, 2005
		File No. 0-22433

Dear Mr. Shepherd:

      We have reviewed your filings and have the following
comments.
We have limited our review of your filings to those issues we have
addressed in our comments.  Where indicated, we think you should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K for the Fiscal Year Ended December 31, 2004

Business, page 2

Business strategy, page 3

1. We note your disclosure that you achieved "finding costs over
the
last three, five and seven years, averaging $3.69, $2.44 and $2.12
per Mcfe."  Due to the variable components of this measure, please
revise your discussion to address each of the following, without
limitation.

* Describe how the measure is calculated.

o The information used to calculate this measure should be derived
directly from the line items disclosed in the schedule of costs
incurred and the reconciliation of beginning and ending proved
reserve quantities, which is required to be disclosed by
paragraphs
11 and 21 of SFAS 69.

o If the measure does not use data determined in accordance with
SFAS
69, please identify:

* the source of the data;

* indicate whether or not the measure is a non-GAAP measure, as
defined by Item 10(e) (2) of Regulation S-K;

* if the measure is a non-GAAP measure, supplementally explain why
it
is appropriate to disclose it in Commission filings based on the
conditions identified in Item 10(e)(1)(ii) of Regulation S-K; and,

* if it is determined that it is appropriate to disclose the non-
GAAP
measure in Commission filings, provide the disclosure required by
Item 10(e) (1)(i) and Question 8 of the Frequently Asked Questions
Regarding the Use of Non-GAAP Financial Measures, which can be
located at
http://www.sec.gov/divisions/corpfin/faqs/nongaapfaq.htm.

o Note that finding costs include asset retirement costs.
Therefore,
this measure should also include asset retirement costs.  Refer to
the February 24, 2004 sample letter sent to oil and gas producers
regarding SFAS 69 and SFAS 143:
http://www.sec.gov/divisions/corpfin/guidance/oilgasletter.htm

o Note that future development costs expected to be incurred
relative
to the specific set of reserve additions included in the
calculation
of the measure should also be included in the calculation.

* Identify the status of the proved reserves that have been added
(e.g., proved developed vs. proved undeveloped).

o It is not appropriate to calculate this measure using non-proved
reserves or to use a figure for proved reserve additions that
includes both proved reserve additions attributable to
consolidated
entities combined with proved reserve additions attributable to
investments accounted for using the equity method.

o When a significant portion of the proved reserve additions is
proved undeveloped, disclose that additional development costs
will
need to be incurred before these proved reserves are ultimately
produced, and the impact this has on the use and reliability of
the
measure.

o Disclose the amount of the estimated future development costs.
Explain to investors, if true, that the amount of estimated future
development costs related to the proved reserve additions is a
component of amounts disclosed in the SFAS 69 disclosures

* Identify the reasons why proved reserves were added.

o The reconciliation of beginning and ending proved reserves,
referred to above, includes several line items that could be
identified as potential sources of proved reserve additions.
Explain
to investors the nature of the reserve additions, whether or not
the
historical sources of reserve additions are expected to continue,
and
the extent to which external factors outside of managements`
control
impact the amount of reserve additions from that source from
period
to period.

o Identify all situations that resulted in a reserve addition that
did not require the expenditure of additional costs.  We note for
example that changes in commodity prices and foreign exchange
rates
routinely have a direct impact on the quantity of proved reserve
quantities, but do not require the expenditure of additional
exploration or development costs.

* Disclose how management uses this measure.

* Disclose the limitations of this measure.

* Indicate whether the finding cost per unit measure is comparable
to
other like measures disclosed by other companies.

Note 1. Organization and Nature of Operations, page F-8

Mandatorily Redeemable Preferred Stock, page F-13

2. We note, upon adoption of SFAS 150, that you reclassified
approximately $8 million of the mandatorily redeemable Series A
and B
preferred stock to long term debt and that the remaining $18.3
million balance of mandatorily redeemable preferred stock at July
1,
2003 "did not meet the criteria of mandatorily redeemable
financial
instruments as defined by SFAS 150."  With respect to this
disclosure, please address the following:

* Provide a summary of the terms of the instruments that you
believe
preclude them from meeting the criteria outlined in SFAS 150 and a
schedule detailing how the $18.3 million was calculated.

* Confirm if true, that you reassess, at each reporting period, to
determine whether circumstances have changed such that the
remaining
balance now meets the definition of mandatorily redeemable.  We
note
your statement that the "remaining balance of mandatorily
redeemable
Series A and B preferred stock at July 1, 2003 did not embody an
unconditional obligation requiring Brigham to transfer its assets
to
redeem the instruments."

* Tell us whether or not you have identified any embedded features
within the remaining balance of the mandatorily redeemable Series
A
and B preferred stock that does not meet the definition of a
mandatorily redeemable financial instrument.  Refer to paragraph
15
of SFAS 150.

Supplemental Oil and Gas Information (Unaudited), page F-36

Costs Incurred and Capitalized Costs

3. We note that you present one line item for the acquisition of
property.  Please confirm, if true, that you have not incurred
significant costs to acquire mineral interests that have proved
reserves that should be disclosed separately from the costs of
acquiring unproved properties as required by paragraph 22 of SFAS
69.
In addition, we note your inclusion of asset retirement
obligations.
Please revise your presentation so that amounts incurred related
to
asset retirement obligations are included in the balance of the
line
items required to be disclosed as there is no provision for this
line
item in paragraph 21 and Illustration 2 of SFAS 69.

Form 10-Q for the Fiscal Quarter Ended September 30, 2005

Exhibit 31.1 and 31.2

4. We note that the wording of your certifications pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 does not precisely
match the language set forth in the Act.  In this regard, your
certifications include reference to the annual report rather than
the
quarterly report.  Refer to Item 601(b)(31) of Regulation S-K for
the
exact text of the required Section 302 certification, and amend
your
exhibits as appropriate.

Closing Comments

       As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Jennifer Goeken at (202) 551-3721 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact me at (202) 551-3683 with any other
questions.

								Sincerely,

								Jill S. Davis
								Branch Chief

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Mr. Eugene B. Shepherd, Jr.
Brigham Exploration Company
December 20, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, NE
WASHINGTON, D.C. 20549-7010

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010

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