Item 1.01. Entry into a Material Definitive Agreement.

On May 19, 2009, Brigham Exploration Company (the "Company") entered into an underwriting agreement (the "Underwriting Agreement"), with Credit Suisse Securities (USA) LLC and Jefferies & Company, Inc., as representatives for the several underwriters ("Underwriters"), to issue and sell to the Underwriters an aggregate of 32,000,000 shares of its common stock, $0.01 par value (the "Common Stock"). Pursuant to the Underwriting Agreement, the Company also granted the Underwriters a 30-day option to purchase up to an additional 4,800,000 shares of Common Stock. On May 21, 2009, the Underwriters elected to purchase an additional 4,292,117 shares of Common Stock. The net proceeds from the sale of the 36,292,117 shares of Common Stock sold pursuant to the Underwriting Agreement were approximately $93.7 million (after deducting underwriting discounts and commissions and estimated expenses).
A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The description of the Underwriting Agreement in this Current Report on Form 8-K is a summary and is qualified in its entirety by the terms of the Underwriting Agreement. Item 9.01. Financial Statements and Exhibits.

(d) Exhibit 1.1 Underwriting Agreement, dated May 19, 2009 between the Company and Credit Suisse First Boston and Jefferies & Company, Inc., as representatives of the several underwriters named therein.

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