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      Brigham Exploration Company Correspondence 12-23-2005

      December
        23, 2005

      VIA
        EDGAR TRANSMISSION

      AND
        FAX

      Jennifer
        Goeken

      Division
        of Corporation Finance

      Securities
        and Exchange Commission

      100
        F
        Street, NE

      Washington,
        D.C. 20549-7010

                Re:

                Brigham
                  Exploration Company

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

      Filed
        March 31, 2005

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

      Filed
        November 9, 2005

      File
        No. 0-22433

      Dear
        Ms.
        Goeken:

      Thank
        you
        for your letter dated December 20, 2005. In your absence on December 21,
        2005, I
        had a conversation with Jill Davis to discuss several of the Commission’s
        comments and Brigham’s proposal as to how we might respond to these comments and
        the points from our discussion are included in our responses. We agreed that
        we
        would respond by letter to you, since she was not going to be in her office
        the
        week of December 26, 2005. In considering your comments, we have provided
        our
        responses to each comment below and have repeated the associated question
        for
        your reference as follows:

      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.

      Response:
        We note your comment and we propose to remove prospectively the finding cost
        discussion from our 2005 Form10-K and will agree to exclude such discussions
        in
        all future filings with the Commission unless it complies with Commission
        guidance on finding cost. Our decision to exclude the finding cost discussion
        was driven by the Commission’s position advocating the use of future development
        costs expected to be incurred as part of the finding cost calculation. The
        all
        sources finding cost calculation, as we have performed the calculation
        historically, is not viewed by Brigham as a critical performance measure
        relative to other, more relevant measures. In our opinion, prospectively
        adopting the Commission’s definition of finding cost makes the measure even less
        relevant and, for that reason, we propose to omit any such disclosure in
        all
        future filings with the Commission.

      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.”

      Response:
        SFAS 150, paragraph 6 states, “For purposes of applying FAS 150, the Board
        defined a mandatorily redeemable financial instrument as any of various
        financial instruments that are issued in the form of shares and embody an
        unconditional obligation whereby the issuer must redeem the instrument by
        transferring its assets on a specified or determinable date (or dates) or
        upon
        an event that is certain to occur.” In addition, paragraph 8 states, “Likewise,
        a date-certain redeemable security that can be converted into common stock
        is
        not considered mandatorily redeemable, since it will be redeemed only if
        it is
        not converted, as long as the conversion option is considered substantial
        (see
        paragraph 10 which discusses reassessment of the contingency).”

      The
        initial issuances of the Series A and B preferred stock were issued with
        attached warrants that allowed these shares to be settled with Brigham’s common
        stock, thus there was not an unconditional obligation requiring Brigham to
        redeem the preferred stock by transferring assets of the Company. The shares
        of
        preferred stock subsequently issued in kind to satisfy dividend requirements
        do
        not have such warrants attached, and are required to be settled in assets
        of the
        Company. Thus, the $18.3 million balance relating to the initial issuances
        of
        the Series A and B preferred stock does not meet the scope of SFAS 150,
        requiring reclassification to a liability in the balance sheet.

                (in
                  thousands, except share data)

                Shares

                Value

                Total
                  Series A preferred stock outstanding July 1, 2003

                1,835,860

                $

                21,144

                Total
                  Series B preferred stock outstanding July 1, 2003

                521,313

                5,196

                2,357,173

                26,340

                Less:

                Series
                  A preferred stock paid in kind as of July 1, 2003

                377,965

                7,559

                Series
                  B preferred stock paid in kind as of July 1, 2003

                21,313

                426

                399,278

                7,986

                Series
                  A and B preferred stock excluded from scope of SFAS 150

                1,957,895

                $

                18,354

      The
        terms
        of the mandatorily redeemable Series A and B preferred stock did not change
        subsequent to July 1, 2003, thus a reassessment was unnecessary.

      The
        remaining balance of the Series A preferred stock does not have any embedded
        features that do not meet the definition of mandatorily redeemable financial
        instruments. The Series B preferred stock has been retired.

      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.

      Response:
        We
        respectively confirm to you that Brigham Exploration Company has not incurred
        significant costs to acquire mineral interests that have proved reserves.

      Pursuant
        to paragraph 21 of SFAS 69 which states, in summary, that specific types
        of cost
        shall be disclosed at the time they are incurred under the provisions of
        paragraphs 15-22 of Statement 19. Paragraphs 15-22 of Statement 19 do not
        contain provisions for the inclusion of asset retirement obligations. Statement
        143 did not modify Statement 19 or 69.

      In
        order
        to provide financial statement readers with information needed to reconcile
        costs incurred with capital expenditure data presented elsewhere in the
        consolidated financial statements and Form 10-K, and comply with the Statement
        69 definitions, Brigham added a line item for the asset retirement obligations.
        Based on these facts, we respectfully request that we not be required to
        modify
        our disclosure.

      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)(3 1) of Regulation S-K for the exact text of the required Section
                  302
                  certification, and amend your exhibits as
                  appropriate.

      Response:
        Brigham Exploration Company proposes to amend the language in its 2005 Third
        Quarter 10-Q pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and
        re-file the certifications. We respectfully propose to re-file the amended
        certifications rather than re-file the entire Third Quarter Form
        10-Q.

      As
        you
        requested, we acknowledge that:

                ·

                Brigham
                  Exploration Company is responsible for the adequacy and accuracy
                  of the
                  disclosure in its filings;

                ·

                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

                ·

                Brigham
                  Exploration 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.

      Please
        contact either myself or our Vice President and Controller Malcom Brown at
        (512)
        427-3300 with any questions or comments. Thank you for your assistance and
        we
        look forward to hearing back from the Commission.

                Sincerely,

                Eugene
                  B. Shepherd, Jr.

                Executive
                  Vice President

                And
                  Chief Financial Officer