UNITED STATES ~~SECURITIES~~ ~~AND EXCHANGE COMMISSION~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT ~~Pursuant~~ ~~to Section 13 or 15(d) of the Securities Exchange Act of 1934~~

~~Date~~Pursuant ofto ~~Report~~Section 13 or 15(~~Date~~d) of ~~earliest event reported): October 17, 2011~~

the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): December 1, 2011

BRIGHAM EXPLORATION COMPANY

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 001-34224 (Commission File Number) 75-2692967 (IRS Employer Identification No.)

Delaware

001-34224

75-2692967

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

6300 Bridge Point Parkway, Building 2, Suite 500 Austin, Texas 78730 (Address of principal executive offices) 78730 (Zip Code)


6300 Bridgepoint Pkwy, Bldg. Two, Suite 500, Austin, Texas		78730
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (512) 427-3300

~~Not~~Check ~~applicable (Former~~the ~~Name~~appropriate orbox ~~Former~~below ~~Address,~~ if ~~Changed~~the ~~Since~~Form ~~Last~~8-K ~~Report~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

~~Check~~¨ ~~the~~Written ~~appropriate~~communications ~~box~~pursuant ~~below if the Form 8-K filing is intended~~ to ~~simultaneously~~Rule ~~satisfy~~425 ~~the filing obligation of the registrant~~ under ~~any of~~ the ~~following~~Securities ~~provisions~~Act (~~see~~17 ~~General~~CFR ~~Instruction A~~230.~~2. below~~425):

o¨ ~~Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o~~ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item 1.01.~~¨ ~~Entry~~Pre-commencement ~~into~~communications apursuant ~~Material~~to ~~Definitive~~Rule ~~Agreement~~14d-2(b) under the Exchange Act (17 CFR 240. 14d-2(b))

~~Merger~~¨ ~~Agreement~~Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

OnIntroductory ~~October 17,~~Note 2011, Brigham Exploration Company, a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Statoil ASA, a public limited liability company organized under the laws of the Kingdom of Norway (“Parent”), and Fargo Acquisition Inc., a Delaware corporation (“Merger Sub”) and an indirect wholly owned subsidiary of Parent, pursuant to which Merger Sub will commence an offer (the “Offer”) to acquire all of the outstanding shares of the Company’s common stock, par value $0.01 per share (the “Shares”), for $36.50 per Share, net to the stockholders in cash (the “Offer Price”), without interest.

~~The~~As ~~Merger~~previously ~~Agreement~~announced, ~~also~~on ~~provides~~October 17, ~~that~~2011, ~~following~~Brigham ~~consummation~~Exploration ofCompany, ~~the~~a ~~Offer~~Delaware ~~and~~corporation ~~satisfaction or~~(the ~~waiver of certain customary conditions~~“Company”), ~~Merger~~entered ~~Sub~~into ~~will~~an beAgreement ~~merged with~~ and ~~into~~Plan ~~the~~of ~~Company~~Merger (the “Merger Agreement”), with ~~the~~Statoil ~~Company~~ASA, ~~surviving as~~ a ~~wholly~~public ~~owned~~limited ~~subsidiary~~liability ofcompany ~~Parent~~organized (under the ~~“Surviving~~ ~~Corporation”).~~laws ~~Upon completion~~ of the ~~Merger,~~Kingdom ~~each~~of ~~untendered~~Norway ~~Share~~(“Parent”), ~~outstanding immediately~~and ~~prior~~Fargo toAcquisition ~~the~~Inc., ~~effective~~a ~~time~~Delaware ofcorporation ~~the~~ (“Merger ~~(excluding~~Sub”) ~~those~~and ~~Shares~~an indirect ~~that~~wholly ~~are~~owned ~~held~~subsidiary byof ~~(i)~~ Parent, ~~Merger~~pursuant ~~Sub,~~to ~~the~~which ~~Company~~Merger orSub ~~their~~commenced ~~respective~~an ~~wholly~~offer ~~owned~~(the ~~subsidiaries~~“Offer”) ~~and~~on ~~(ii)~~October ~~stockholders of~~28, ~~the~~2011 ~~Company~~to ~~who~~acquire ~~properly~~all ~~demand~~of ~~appraisal~~the inoutstanding ~~connection~~shares ~~with~~of the ~~Merger~~Company’s ~~under~~common ~~the~~stock, ~~Delaware General~~par ~~Corporation~~value ~~Law~~$0.01 per share (the “~~DGCL~~Shares”)), ~~will~~for be$36.50 ~~converted~~per ~~into~~Share, ~~the~~net ~~right~~ to ~~receive~~the ~~cash consideration~~stockholders ~~equal~~in tocash (the “Offer Price”), without interest thereon and less any applicable withholding taxes.

IfThe ~~Merger~~initial ~~Sub~~offering ~~holds~~period ~~90%~~for orthe ~~more~~Offer ofexpired ~~the~~at ~~outstanding~~12:00 ~~Shares~~midnight, ~~following~~New York City time, at the ~~consummation~~end of ~~the Offer~~Wednesday, November 30, 2011 (the “~~Short-Form Threshold~~Expiration Date”),. ~~the~~According ~~parties~~to ~~will effect~~ the ~~Merger~~American asStock aTransfer & ~~short-form merger~~Trust ~~under~~Company, LLC, the ~~DGCL~~depositary ~~without~~for the ~~need~~Offer ~~for~~(the ~~approval~~“Depositary”), byas of the ~~Company’s~~Expiration ~~stockholders.~~Date, Inapproximately ~~addition~~96,913,613 million ~~subject~~Shares tohad ~~the~~been ~~terms~~validly oftendered ~~the~~and ~~Merger~~not ~~Agreement~~validly ~~and~~withdrawn ~~applicable~~pursuant ~~law,~~to the ~~Company~~Offer, ~~has~~which ~~granted~~tendered ~~Merger~~Shares ~~Sub an~~represent ~~irrevocable~~approximately ~~option~~81.76% (of the ~~“Top-Up~~total ~~Option”),~~outstanding ~~exercisable~~Shares ~~after~~as ~~consummation~~ of the ~~Offer, to~~Expiration ~~purchase~~Date. ~~from~~According to the ~~Company~~Depositary, ~~that~~as ~~number~~ of ~~Shares~~the asExpiration ~~would~~Date, the beDepositary ~~necessary~~had ~~for~~also ~~Parent~~received ~~and~~commitments ~~Merger Sub~~ to ~~own~~tender ~~100~~7,115,922 additional Shares ~~more~~under ~~than~~ the ~~Short-Form Threshold.~~guaranteed Ifdelivery ~~the~~procedures ~~Offer~~for ~~is consummated but~~ the ~~Short-Form Threshold~~ isOffer. ~~not~~On ~~attained~~December 1, ~~the Company~~2011, ~~Parent and~~ Merger Sub ~~will~~accepted ~~effect~~for ~~the Merger following stockholder approval~~payment, ~~pursuant~~and tostated athat ~~special~~it ~~stockholders’~~would ~~meeting.~~promptly ~~Merger~~pay ~~Sub~~for, ~~will vote~~ all Shares itvalidly ~~acquires~~tendered ~~pursuant~~and tonot ~~the~~validly ~~Offer~~withdrawn inon ~~favor~~or ofprior to the ~~adoption~~Expiration ofDate (the ~~Merger~~“Acceptance ~~Agreement, thereby assuring approval~~Time”).

~~Consummation~~Pursuant ofto the ~~Offer~~Merger isAgreement, ~~subject~~Merger toSub ~~several~~has ~~conditions,~~elected ~~including:~~to ~~(i) that~~provide a ~~number~~subsequent ~~of Shares~~offering ~~that,~~period ~~together~~for ~~with~~all ~~any~~remaining untendered Shares, which ~~already~~commenced ~~owned~~on byDecember 1, ~~Parent~~2011 and ~~Merger~~will ~~Sub~~expire at 12:00 midnight, ~~represents~~New aYork ~~majority of~~City time, at the ~~Shares~~end ~~outstanding~~of ~~(on~~Wednesday, aDecember 7, ~~fully~~2011. ~~diluted~~During ~~basis)~~the besubsequent ~~validly~~offering ~~tendered~~period, ~~and~~holders ~~not~~of ~~properly~~Shares ~~withdrawn prior~~who todid ~~the~~not ~~expiration~~previously ~~date~~tender oftheir Shares into the Offer ~~(as~~may ~~such~~do ~~expiration~~so ~~date~~and ~~may~~will bereceive ~~extended~~the ~~pursuant~~same topurchase ~~the Merger~~price ~~Agreement);~~as ~~(ii) the~~paid ~~expiration~~pursuant orto ~~early~~the ~~termination~~Offer of ~~the~~$36.50 ~~applicable~~per ~~waiting~~Share, ~~period~~net ~~under~~ to the ~~Hart-Scott-Rodino~~stockholders ~~Antitrust~~in ~~Improvements~~cash, ~~Act~~without ~~of 1976~~interest, asless ~~amended;~~any ~~(iii) the~~applicable ~~absence~~withholding oftaxes. ~~a material~~Shares ~~adverse~~properly ~~effect~~tendered onduring the ~~Company;~~subsequent offering ~~and~~period ~~(iv) certain~~will ~~other~~be ~~customary~~accepted ~~conditions.~~as ~~The~~they ~~Offer~~are ~~is not~~tendered ~~subject~~and topaid afor ~~financing~~promptly ~~condition~~as they are received.

~~The~~Item ~~Company has made customary representations, warranties and covenants in the Merger Agreement~~3.02. ~~The~~Unregistered ~~Company’s~~Sales ~~covenants include covenants relating to the Company’s conduct~~ of ~~its business~~Equity ~~between the date of the Merger Agreement and the closing of the Merger,~~ Securities.

As previously announced in the Company’s Schedule 14D-9, which was filed by the Company with the Securities and Exchange Commission on October 28, 2011 and amended on November 1, 2011, November 4, 2011, November 7, 2011, November 10, 2011, November 15, 2011, November 16, 2011, November 22, 2011, November 23, 2011, November 30, 2011, December 1, 2011 and December 6, 2011, the Company’s Board of Directors (the “Board”) authorized on November 2, 2011 (a) a conditional partial redemption (the “2018 Note Redemption”) of the Company’s 8.750% Senior Notes due 2018, governed by an Indenture dated September 27, 2010, among the Company, the Guarantors named therein and Wells Fargo Bank, National Association, as Trustee (the “2018 Notes”), and (b) a conditional redemption (the “2019 Note Redemption”) of the Company’s 6-7/8% Senior Notes due 2019, governed by an Indenture dated May 19, 2011, among the Company, the Guarantors named therein and Wells Fargo Bank, National Association, as Trustee (the “2019 Notes”).

~~public~~2018 ~~disclosures and~~Note ~~other~~Redemption matters. The Company has agreed not to solicit, initiate, knowingly facilitate or knowingly encourage, or conduct or engage in discussions or negotiations with third parties seeking to make any alternative proposals for the acquisition of the Company. However, subject to the satisfaction of certain conditions and following receipt of an unsolicited proposal or the occurrence of certain intervening events, the Company and its board of directors, as applicable, would be permitted to take certain actions, which may, as more fully described in the Merger Agreement, include terminating the Merger Agreement or changing the board of directors’ recommendation, if the board of directors has concluded in good faith after consultation with its advisors that failure to do so would be inconsistent with the directors’ fiduciary duties.

~~The~~Pursuant ~~Merger~~to ~~Agreement~~the ~~contains~~2018 ~~certain~~Note ~~termination~~Redemption, ~~rights~~the ofCompany ~~Parent~~agreed, ~~and~~subject ~~the~~to ~~Company~~specified ~~and~~conditions, to redeem $105 million in principal amount of ~~provides~~the ~~that~~2018 Notes, out of a total outstanding principal amount of $300 million, at a redemption price equal to 108.750% of the principal. The 2018 Note Redemption was conditioned upon the ~~termination~~consummation ofby the ~~Merger~~Company ~~Agreement~~of ~~under~~an ~~specified~~equity ~~circumstances,~~offering prior to the ~~Company~~redemption ~~would~~in bean ~~required~~amount sufficient to ~~pay~~consummate ~~Parent~~the aredemption, ~~termination~~and ~~fee~~such equity offering was conditioned upon (1) the occurrence of ~~approximately~~the ~~$136.6~~Acceptance Time in connection with the Offer and (2) ~~million.~~the approval of such equity offering by the Company’s Board after the Acceptance Time.

~~The~~2019 ~~board~~Note ofRedemption ~~directors of the Company has resolved to recommend that stockholders of the Company tender their Shares into the Offer and, if necessary, vote to adopt the Merger Agreement.~~

~~The~~Pursuant ~~foregoing~~to ~~description~~the of2019 ~~the~~Note ~~Offer~~Redemption, the ~~Merger~~Company ~~and~~agreed ~~the~~to, ~~Merger~~subject ~~Agreement does not purport~~ to bespecified ~~complete~~conditions, ~~and~~redeem is(a) $105 ~~qualified~~million in ~~its~~principal ~~entirety~~amount byof ~~reference~~the to2019 ~~the~~Notes ~~Merger~~(“Tranche ~~Agreement~~A”), ~~which~~out isof a ~~attached~~total ~~hereto~~outstanding asprincipal ~~Exhibit 2.1~~amount ~~and~~of is$300 ~~incorporated~~million, ~~herein~~at bya ~~reference.~~redemption ~~The~~price ~~Merger Agreement~~equal ~~has been incorporated herein by reference~~ to ~~provide~~106.875% ~~information regarding the terms~~ of ~~the~~ ~~Merger Agreement. Factual disclosures about Parent~~principal, ~~Merger~~and ~~Sub or~~ (b) the ~~Company~~remaining or$195 ~~any~~million ~~of their respective affiliates contained~~ in ~~this~~principal ~~Current~~amount ~~Report~~of ~~on Form 8-K or in their respective public reports filed with~~ the ~~U.S.~~2019 ~~Securities~~Notes ~~and Exchange Commission~~ (~~the~~ “~~SEC~~Tranche B”), asat ~~applicable, may~~a ~~supplement,~~redemption ~~update~~price orequal ~~modify the factual disclosures about Parent, Merger Sub and the Company~~to or110.0% ~~any~~ of ~~their respective affiliates contained in the Merger Agreement~~principal. The ~~representations, warranties~~redemption ~~and~~of ~~covenants~~Tranche ~~made~~A inwas ~~the~~conditioned ~~Merger~~upon ~~Agreement~~the consummation by ~~Parent, Merger Sub and~~ the Company ~~were qualified~~of ~~and~~an ~~subject~~equity tooffering ~~important~~prior ~~limitations agreed~~ to ~~by Parent, Merger Sub and~~ the ~~Company~~redemption in ~~connection~~ ~~with~~an ~~negotiating~~amount ~~the~~sufficient ~~terms~~to ofconsummate the ~~Merger Agreement. In particular~~redemption, ~~the representations~~ and ~~warranties~~such ~~contained~~equity inoffering ~~the~~was ~~Merger~~conditioned ~~Agreement and described in this summary were negotiated with~~upon (1) the ~~principal~~occurrence ~~purposes~~ of ~~establishing~~ the ~~circumstances~~Acceptance Time in ~~which~~connection awith ~~party to~~ the ~~Merger Agreement may have the right not to consummate the~~ Offer orand (2) the ~~Merger~~approval ~~if the representations and warranties~~ of ~~the~~such ~~other~~equity ~~party~~offering ~~prove~~by ~~to be untrue due to a change in circumstance or otherwise, and allocating risk between~~ the ~~parties~~Board toafter the ~~Merger~~Acceptance ~~Agreement,~~Time. ~~rather~~The ~~than~~redemption ~~establishing matters~~ of ~~fact.~~Tranche ~~The representations~~B ~~and~~is ~~warranties~~conditioned ~~set~~upon ~~forth in~~ the ~~Merger~~consummation ~~Agreement may also be subject to a contractual standard~~ of ~~materiality~~the ~~different~~merger ~~from that generally applicable to stockholders and~~or ~~reports~~Merger ~~and~~Sub ~~documents filed~~ with ~~the SEC~~ and ininto ~~some~~the ~~cases~~Company ~~were~~pursuant ~~qualified by disclosures that were made by each party~~ to the ~~other, which disclosures were not reflected in the~~ Merger Agreement~~. Moreover,~~ ~~information concerning~~ (the ~~subject matter of the representations and warranties, which do not purport to be accurate as of the date of this Current Report on Form 8-K, may have changed since the date of the~~ “Merger ~~Agreement and subsequent developments or new information qualifying a representation or warranty may have been included in this Current Report on Form 8-K~~”).

-On 2December 5, 2011, the Company’s Board approved an equity offering of 6,249,857 newly-issued shares of the Company’s common stock, par value $0.01 per share, to Merger Sub for an aggregate purchase price of $228,119,791.66, the proceeds of which were used to redeem the $105 million in principal amount of the 2018 Notes and Tranche A of the 2019 Notes.

~~Tender~~The ~~and~~shares ~~Voting~~of ~~Agreement~~common stock were issued in reliance on Rule 506 of Regulation D promulgated under the Securities Act of 1933, as amended. Merger Sub represented to the Company that it is an “accredited investor” as defined in Regulation D.

InThe ~~connection~~disclosure ~~with~~contained in the ~~parties’~~Introductory ~~entry~~Note ~~into~~is ~~the~~incorporated ~~Merger~~herein ~~Agreement,~~by ~~all~~reference. ofThe ~~the~~foregoing ~~directors~~description ~~and executive officers~~ of the ~~Company (the “Stockholder Parties”) entered into a Tender and Voting Agreement with Parent and~~ Merger ~~Sub (the “Tender and Voting~~ Agreement~~”) pursuant to~~ ~~which~~is ~~they~~qualified ~~have~~in ~~agreed,~~its ~~among~~entirety ~~other things, to tender their Shares into the Offer and, if required~~ by ~~applicable~~reference ~~law,~~ to ~~vote their Shares in favor of adopting~~ the Merger Agreement., ~~The~~a ~~Stockholder Parties~~copy ~~have agreed to comply with certain restrictions on the disposition~~ of ~~such~~which ~~Shares,~~was ~~subject to~~filed ~~the~~as ~~terms~~Exhibit ~~and conditions contained in the Tender and Voting Agreement~~2.1 ~~Pursuant~~ to ~~its terms,~~ the ~~Tender~~Form ~~and~~8-K ~~Voting~~filed ~~Agreement~~by ~~will terminate upon, among other things,~~ the ~~earliest~~Company ofon ~~(i)~~October ~~the termination of the Merger Agreement in accordance with its terms~~21, (ii) the Effective Time (as defined in the Merger Agreement) of the Merger, and (iii) the termination or expiration of the Offer, without the tendered and not withdrawn Shares being accepted for payment under the Merger Agreement2011.

~~The~~Item ~~foregoing~~5.01. ~~description~~Changes ~~of the Tender and Voting Agreement does not purport to be complete and is qualified~~ in ~~its~~Control ~~entirety~~of ~~by reference to the Tender and Voting Agreement, which is attached hereto as Exhibit 2~~Registrant.~~2 and is incorporated herein by reference.~~

~~Employment~~As described in the Introductory Note above, at the Acceptance Time, Merger Sub accepted for payment all Shares validly tendered and ~~Consulting~~not ~~Agreements~~withdrawn pursuant to the Offer on or prior to the Expiration Date. As a result of the acceptance of such Shares, a change in control of the Company occurred. Parent has reported that the funds for the purchase of Shares by Merger Sub pursuant to the Offer came from Parent’s available cash.

~~The~~As ~~Company~~the ~~entered~~final ~~into~~step ~~Employment~~of ~~and~~the ~~Consulting~~acquisition ~~Agreements (each~~process, aupon ~~“Consulting Agreement”)~~the ~~with~~expiration ~~each~~ of ~~Ben~~the M.subsequent ~~Brigham~~offering ~~(“B.~~period ~~Brigham”)~~at 12:00 midnight, ~~Eugene~~New B.York ~~Shepherd~~City time, ~~Jr.~~at the end of Wednesday, December 7, 2011, if Parent and ~~David~~ T.its ~~Brigham~~Affiliates (~~“D.~~as ~~Brigham”~~defined in the Merger Agreement) ~~contemporaneously~~own ~~with~~at least 90% of the ~~execution~~outstanding Shares of the Company, then Parent and Merger Sub expect to effect the Merger as promptly as ~~Agreement~~practicable as a short-form merger under Delaware law, with the Company surviving. ~~The~~If, ~~Consulting~~upon ~~Agreements~~the ~~are~~expiration toof bethe ~~effective~~subsequent offering period at ~~the~~12:00 ~~initial~~midnight, New York City time, at the end of Wednesday, December 7, 2011, Parent ~~accepts~~and ~~for~~its ~~payment~~Affiliates do not own at least 90% of the outstanding Shares, ~~validly~~but ~~tendered~~own ~~and~~a ~~not~~sufficient ~~withdrawn~~number of Shares to exercise the Top-Up Option (as defined in the Merger Agreement) pursuant to the terms and conditions of the ~~Offer~~Merger Agreement, then Merger Sub ~~(such~~expects ~~time~~to ofexercise ~~acceptance~~the Top-Up Option as promptly as practicable and, ~~the~~as ~~“Acceptance~~promptly ~~Time”)~~as practicable thereafter, to effect a short-form merger under Delaware law to consummate the Merger.

~~Under~~At ~~B. Brigham’s Consulting Agreement, from~~ the ~~Acceptance~~effective ~~Time~~time ~~until the earlier~~ of ~~(i) 60 days after~~ the ~~Acceptance Time~~Merger, ~~(ii) such~~each ~~date~~Share ~~that~~issued ~~the~~and ~~Company~~outstanding ~~notifies~~immediately B.prior ~~Brigham~~to inthe ~~writing~~effective ~~that his~~time ~~employment~~of isthe ~~terminated,~~Merger or (~~iii) B.~~other ~~Brigham’s death~~ than (~~the earlier of (~~i)~~, (ii)~~ ~~and~~Shares ~~(iii) being referred~~then toowned asby ~~the “B. Brigham Employment Termination Date”)~~Parent, B.the ~~Brigham~~Company isor ~~entitled~~any ~~to receive~~of ~~(a) base~~their ~~salary~~respective atdirect aor ~~rate~~indirect nowholly ~~less~~owned ~~than~~subsidiaries, ~~the rate in effect as of immediately prior to the Acceptance Time~~ and (bii) aShares ~~2011~~that ~~bonus~~are ~~equivalent~~held toby ~~80%~~any ofstockholders B.who ~~Brigham’s~~properly ~~base~~demand ~~annual~~appraisal ~~salary~~ in ~~effect as~~connection ofwith ~~immediately before~~ the ~~Acceptance~~Merger) ~~Time,~~will ~~prorated through the B. Brigham Employment~~cease ~~Termination~~to ~~Date~~be ifissued ~~such~~and ~~date~~outstanding ~~occurs~~and ~~before~~will ~~December 31, 2011, which bonus is in lieu of any 2011 annual bonus B. Brigham would otherwise~~ be ~~eligible~~converted tointo ~~receive under his existing Employment Agreement with~~ the ~~Company~~right effective as of May 14, 1997, as amended (his existing “Employment Agreement”). Provided that B. Brigham has not voluntarily terminated his employment before the B. Brigham Employment Termination Date, he will also be entitled to receive aan ~~retention~~amount ~~bonus of $650,000, less legally required withholdings,~~ in a cash ~~lump~~equal ~~sum~~to ~~payable within three business days after~~ the B.Offer ~~Brigham~~Price, ~~Employment~~without ~~Termination Date~~interest. ~~This retention~~Following ~~bonus~~the isMerger, inShares ~~addition~~will tono ~~amounts~~longer ~~B. Brigham may~~ be ~~entitled~~listed toon ~~receive under his existing Employment Agreement. The description of~~ the ~~severance~~NASDAQ ~~benefits~~Global toSelect ~~which B~~Market. Brigham is entitled under his existing Employment Agreement set forth in the Company’s proxy statement for its 2011 annual meeting is incorporated herein by reference and filed herewith as Exhibit 99.2.

-The 3Merger -Agreement also provided Parent and Merger Sub with certain rights to designate Board members, which rights were exercised on December 5, 2011, as described in Item 5.02 below.

~~B. Brigham’s~~The ~~existing~~disclosure ~~Employment~~contained ~~Agreement~~in ~~will~~the ~~terminate~~Introductory onNote ~~the~~and Bin Item 5.02 ~~Brigham Employment~~is ~~Termination~~incorporated ~~Date,~~herein ~~except~~by ~~that~~reference. The foregoing description of the ~~Company’s~~Merger ~~obligation~~Agreement tois ~~pay~~qualified ~~severance~~in ~~benefits~~its entirety by reference to ~~B. Brigham~~the Merger Agreement, ~~and~~a B.copy ~~Brigham’s~~of ~~confidentiality~~which ~~covenants~~was ~~thereunder,~~filed ~~will~~as ~~continue~~Exhibit ~~notwithstanding~~2.1 to the ~~termination~~ ofForm 8-K filed by the ~~agreement~~Company on October 21, 2011.

B. Brigham’s Consulting Agreement also provides that for the 90-day period beginning on the B. Brigham Employment Termination Date (which period may be extended at the option of the Company for an additional 90 days), B. Brigham will provide transition and consulting services to the Company. The Company and B. Brigham anticipate that B. Brigham will devote no more than the equivalent of eight hours per week to the provision of consulting services. B. Brigham will be entitled to receive a consulting fee equal to $90,000 payable in three equal monthly installments for his services under the Consulting Agreement, and if the Company elects to extend the Consulting Agreement with B. Brigham, an additional consulting fee equal to $90,000 payable in three equal monthly installments. The Company can terminate the Consulting Agreement with or without cause, and B. Brigham can terminate the Consulting Agreement upon a material breach by the Company. Except in the case of a termination by the Company for cause, the Company must pay B. Brigham the full amount of any unpaid portion of the applicable consulting fee within 10 days after the date of termination. B. Brigham’s Consulting Agreement also contains confidentiality requirements as well as a covenant that B. Brigham will not engage in certain activities in competition with the Company within certain areas for one year following the B. Brigham Employment Termination Date. This non-competition covenant supersedes the non-competition covenant in B. Brigham’s Employment Agreement.

Under the Consulting Agreements entered into with Mr. Shepherd and D. Brigham (each a “Consultant”), from the Acceptance Time until the earlier of (i) 60 days after the Acceptance Time, (ii) such date that the Company notifies the Consultant in writing that his employment is terminated, or (iii) the Consultant’s death (the earlier of (i), (ii) and (iii) being referred to as the “Consultant Employment Termination Date”), the Consultant is entitled to receive (a) base salary at a rate no less than the rate in effect immediately prior to the Acceptance Time and (b) a 2011 bonus equivalent to 80% of the Consultant’s “gross salary” (as that term is defined in the Company’s 2011 Performance Bonus Plan) in effect immediately before the Acceptance Time, prorated through the Consultant Employment Termination Date if such date occurs before December 31, 2011 (which bonus is in lieu of the bonus the Consultant would otherwise be eligible to receive under the Company’s 2011 Performance Bonus Plan if he remained employed by the Company at the time such bonus is paid). Provided that the Consultant has not voluntarily

- 4 -

terminated his employment before the Consultant Employment Termination Date, he will also be entitled to receive a retention bonus in the amount of $650,000 for Mr. Shepherd and $575,000 for D. Brigham, payable in a lump sum cash payment within three business days after the Consultant Employment Termination Date. This retention bonus is in addition to amounts each Consultant may be entitled to receive under his existing Change of Control Agreement with the Company (each, an existing “Change of Control Agreement”), which agreements, except as modified by the Consulting Agreements, continue in full force and effect and will survive the termination of the Consulting Agreements regardless of the reason for such termination.

Each Consulting Agreement also provides that for the 90-day period beginning on the Consultant Employment Termination Date (which period may be extended at the option of the Company for an additional 90 days), the Consultant will provide transition and consulting services to the Company. The Company and the Consultant anticipate that the Consultant will devote no more than the equivalent of eight hours per week to the provision of consulting services. The Consultant will be entitled to receive a consulting fee equal to $90,000 payable in three equal installments for his services under the Consulting Agreement, and if the Company elects to extend the Consulting Agreement with the Consultant, an additional consulting fee equal to $90,000 payable in three equal monthly installments. The Company can terminate the Consulting Agreement with or without cause, and the Consultant can terminate the Consulting Agreement upon a material breach by the Company. Except in the case of a termination by the Company for cause, the Company must pay the Consultant the full amount of any unpaid portion of the applicable consulting fee within 10 days after the date of termination. Each Consultant’s Consulting Agreement also contains confidentiality requirements as well as a covenant that the Consultant will not engage in certain activities in competition with the Company within certain areas for one year following the Consultant Employment Termination Date. This non-competition covenant supersedes the non-competition covenant in each Consultant’s existing Confidentiality and Non-Competition Agreement. The description of the severance benefits to which the Consultants are entitled under their existing Change of Control Agreements set forth in the Company’s proxy statement for its 2011 annual meeting is incorporated herein by reference and filed herewith as Exhibit 99.2.

- 5 -

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~The~~On ~~information~~December 5, ~~set~~2011, ~~forth~~pursuant into ~~Item 1~~the terms of the Merger Agreement, upon the payment for Shares tendered into the Offer, Parent became entitled to designate a number of individuals, rounded up to the next whole number, to the Company’s Board that is equal to the percentage of the total outstanding Shares held by Parent, Merger Sub and their affiliates.01 ~~under~~Effective as of December 5, 2011, in accordance with the ~~heading~~Merger ~~“Employment~~Agreement and ~~Consulting~~the Company’s charter documents, the Board increased the size of the Board from seven members to nine members and the following directors ~~Agreements~~resigned from the Board: Ben M. “Bud” isBrigham, ~~incorporated~~David byT. ~~reference~~Brigham, ~~herein~~Harold D. Carter and Hobart A. Smith. Following the effectiveness of the increase in the size of the Board and the resignations of such directors and in accordance with the terms of the Merger Agreement and the Company’s charter documents, the Board filled the vacancies created by such newly created directorships and resignations by appointing the following designees of Parent to serve as directors of the Company: Jason Nye, Heidi Wolden, Kathy Kanocz, Andrew Byron Winkle, Paul Owen and Irene Rummelhoff. Committee appointments for such newly appointed directed have not yet been determined.

The disclosure contained in the Introductory Note and in Item 75.01 is incorporated herein by reference. ~~Regulation~~The foregoing description of the Merger Agreement is qualified in its entirety by reference to the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Form 8-K filed by the Company on October FD21, ~~Disclosure~~2011.

~~The~~SIGNATURE Company issued a press release on October 17, 2011 regarding the matters described in Item 1.01 of this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

InPursuant ~~accordance~~to ~~with General Instruction B.2 of Form 8-K,~~ the ~~information~~requirements ~~in this Item 7.01, including Exhibit 99.1, should not be deemed “filed” for purposes~~ of ~~Section 18 of~~ the Securities Exchange Act of 1934, ~~(“Exchange Act”) or otherwise subject to~~ the ~~liabilities~~Company ofhas ~~that~~duly ~~section,~~caused ~~nor shall~~this ~~such~~report ~~information,~~to ~~including~~be ~~Exhibit~~signed ~~99.1,~~on beits ~~deemed~~behalf ~~incorporated~~ by ~~reference in any filing under~~ the ~~Securities~~undersigned ~~Act~~thereunto ofduly ~~1933 or the Exchange Act except as may be expressly set forth by specific reference in such filing~~authorized.

Item 8.01. Other Items.

Additional Information

The Offer described in this communication has not yet commenced, and this communication is neither an offer to purchase nor a solicitation of an offer to sell any shares of the common stock of the Company or any other securities. On the commencement date of the Offer, (i) a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, will be filed by Parent and Merger Sub with the Securities and Exchange Commission (the “SEC”), and (ii) a Solicitation/Recommendation Statement on Schedule 14D-9 will be filed by the Company with the SEC. The offer to purchase shares of the Company common stock will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed with such Schedule TO. INVESTORS AND SECURITIES HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of these statements (when available) and other public documents filed with the SEC at the website maintained by the SEC at www.sec.gov.

Forward-Looking Statements

Except for the historical information contained herein, the matters discussed or incorporated by reference in this report are forward-looking statements within the meaning of the federal securities laws. Important factors that could cause our actual results to differ materially from those contained in or implied by the forward-looking statements include early initial production rates which decline steeply over the early life of wells, particularly our Williston Basin horizontal wells for which we estimate the average monthly production rates may decline by approximately 70% in the first twelve months of production, our growth strategies, our ability to successfully and economically explore for and develop oil and gas resources, anticipated trends in our business, competition, our liquidity and ability to finance our exploration and development activities, market conditions in the oil and gas industry, fluctuations in crude oil and natural gas prices, general economic conditions, our ability to make and integrate acquisitions, the impact of governmental regulation and other risks more fully described in the

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Company’s filings with the Securities and Exchange Commission from time to time, including the Company’s most recent Annual Report on Form 10-K for the year ended December 31, 2010 and Quarterly Reports on Form 10-Q. Forward-looking statements are typically identified by use of terms such as “may,” “will,” “expect,” “anticipate,” “estimate” and similar words, although some forward-looking statements may be expressed differently. Such forward-looking statements are not guarantees or predictions of future performance, and are subject to known and unknown risks, uncertainties and other factors, many of which are beyond the Company’s control, that could cause actual results, performance or achievements of the Company or the Surviving Corporation following completion of the Merger to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements include the ability of the Company, Parent and Merger Sub to complete the transactions contemplated by the Merger Agreement, including the parties’ ability to satisfy the conditions to the consummation of the Offer and the other conditions set forth in the Merger Agreement and the possibility of any termination of the Merger Agreement. Actual results may differ materially from current expectations because of risks associated with uncertainties as to: the timing of the Offer and the subsequent Merger; uncertainties as to how many of the Shares will be tendered in the Offer; the possibility that competing offers or acquisition proposals will be made; the possibility that various conditions to the consummation of the Offer or the Merger may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Offer or the Merger; the effects of disruption from the Offer or Merger on the Company’s business; the fact that the announcement and pendency of the Offer and Merger may make it more difficult to establish or maintain relationships with employees, suppliers and other business partners; the risk that shareholder litigation in connection with the Offer or the Merger may result in significant costs of defense, indemnification and liability; and other uncertainties pertaining to the business of the Company. Many of these risks and uncertainties relate to factors that are beyond the Company’s ability to control or estimate precisely, and any or all of the Company’s forward-looking statements may turn out to be wrong. The Company cannot give any assurance that such forward-looking statements will prove to have been correct. The reader is cautioned not to unduly rely on these forward-looking statements. Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of the Company or the Surviving Corporation following the consummation of the Merger unless otherwise stated. The Company undertakes no duty or obligation to update these forward-looking statements, whether as a result of new information, subsequent events or developments, changes in expectations or otherwise.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Reference is made to the Exhibit Index hereto, which is incorporated by reference into this Item 9.01.

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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 hereunto duly authorized.

	BRIGHAM EXPLORATION COMPANY
Date: October 21, 2011	By:	/s/ Eugene B. Shepherd, Jr.
		Eugene B. Shepherd, Jr.
		Executive Vice President & Chief Financial Officer

EXHIBIT INDEX

Exhibit
No.		Description
2.1		Agreement and Plan of Merger, dated as of October 17, 2011, by and among Statoil ASA, Fargo Acquisition Inc. and Brigham Exploration Company.*
2.2		Tender and Voting Agreement, dated as of October 17, 2011, by and among Statoil ASA, Fargo Acquisition Inc. and the directors and executive officers of Brigham Exploration Company.*
99.1		Press Release issued by Brigham Exploration Company, dated October 17, 2011 (incorporated herein by reference to the Company’s Schedule 14D-9C filed October 17, 2011).
99.2		Excerpt from Brigham Oil Company's proxy statement for its 2011 annual meeting.*

* Filed herewith.

BRIGHAM EXPLORATION COMPANY

Date: December 7, 2011

/s/ KARI A. POTTS

Name: Kari A. Potts

Title: General Counsel and Secretary

Filing Compare · BRIGHAM EXPLORATION CO