On October 21, 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 16,000,000 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 2,400,000 shares of Common Stock.
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 October 21, 2009 between the Company

                         and Credit Suisse Securities (USA) LLC and Jefferies & Company,
                         Inc., as representatives of the several underwriters named therein.

          Exhibit 5.1    Opinion of Thompson & Knight LLP as to the validity of the Common
                         Stock

          Exhibit 23.1   Consent of Thompson & Knight LLP (included in Exhibit 5.1)