UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

x   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)   

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2005

OR

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)   

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number:  000-22433

Brigham Exploration Company

(Exact name of registrant as specified in its charter)

Delaware	1311	75-2692967
(State of other jurisdiction	(Primary Standard Industrial	(I.R.S. Employer
of incorporation or organization)	Classification Code Number)	Identification Number)

6300 Bridge Point Parkway, Building 2, Suite 500, Austin, Texas 78730

(Address of principal executive offices)

(512) 427-3300

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes xNo ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12 b-2 of the Act).

Yes xNo ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12 b-2 of the Act).

Yes ¨No x

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Class	Outstanding
Common Stock, par value $.01 per share as of November 4, 2005	42,748,513

Explanatory Note

This Amendment No. 1 on Form 10-Q/A for the quarter ended September 30, 2005 (Amendment No. 1) is filed to correct certain clerical errors contained in the conformed copies of Exhibits 31.1, 31.2, 32.1 and 32.2 to the original filing. The corrected conformed copy of such certifications, each dated November 4, 2005, the date of the original filing, are filed as Exhibits 31.1, 31.2, 32.1 and 32.2 to the Amendment No. 1 on Form 10-Q/A, respectively.

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as a result of this Amendment No. 1 on Form 10-Q/A, the certifications pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002, filed and furnished, respectively, as exhibits to the original filing, have been re-executed and re-filed as of the date of this Form 10-Q/A and are included as Exhibits 31.3, 31.4, 32.3 and 32.4 hereto.

The remainder of the Form 10-Q filed on November 4, 2005 is unchanged.

SIGNATURES

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 on January 20, 2006.

	BRIGHAM EXPLORATION COMPANY
By:	/s/  BEN M. BRIGHAM
	Ben M. Brigham
	Chief Executive Officer, President and Chairman of the Board
By:	/s/  EUGENE B. SHEPHERD, JR.
	Eugene B. Shepherd, Jr.
	Executive Vice President and Chief Financial Officer