U.S. SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                     ________________________________

                                FORM 10-QSB

/X/   Quarterly Report under Section 13 or 15(d) of the Securities Exchange
Act of 1934

For the Quarterly Period Ended September 30, 2000

                                    or

/ /  Transition Report Under Section 13 or 15(d) of the Securities Exchange
Act of 1934

For the Transition Period From __________ to ___________

                          ______________________

                       Commission File Number 0-7406
                          ______________________

                          PrimeEnergy Corporation
          (Exact name of registrant as specified in its charter)

                                 Delaware
      (State or other jurisdiction of incorporation or organization)

                                84-0637348
                    (IRS employer identification number)

             One Landmark Square, Stamford, Connecticut  06901
                 (Address of principal executive offices)

                              (203) 358-5700
           (Registrant's telephone number, including area code)


(Former name, former address and former fiscal year, if changed since last
                                  report)

Check  whether  the issuer (1) filed all reports required to  be  filed  by
Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the past
12  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 /X/    No  / /

The  number of shares outstanding of each class of the Registrant's  Common
Stock as of November 10, 2000 was: Common Stock, $0.10 par value, 4,186,987
shares.
                        PrimeEnergy Corporation

                         Index to Form 10-QSB

                          September 30, 2000




Part I -  Financial Information

Consolidated Balance Sheets - September 30, 2000 and
December 31, 1999                                                   3-4

Consolidated Statements of Operations for the nine months
ended September 30, 2000 and 1999                                     5

Consolidated Statements of Operations for the three months
ended September 30, 2000 and 1999                                     6

Consolidated Statement of Stockholders' Equity for the
nine months ended September 30, 2000                                  7

Consolidated Statements of Cash Flows for the nine months
ended September 30, 2000 and 1999                                     8

Notes to Consolidated Financial Statements                         9-16

Management's Discussion and Analysis of Financial Condition
and Results of Operations                                         17-20


Part II - Other Matters                                              21

Signatures                                                           22












<PAGE>

                        PrimeEnergy Corporation

                      Consolidated Balance Sheets

               September 30, 2000 and December 31, 1999



                                           September 30,  December 31,
                                               2000          1999
                                            (Unaudited)   (Audited)
ASSETS:
Current assets:
  Cash and cash equivalents                $    289,000  $ 1,771,000
  Restricted cash and cash
    equivalents (Note 2)                      1,310,000    1,854,000
  Accounts receivable (Note 3)                5,223,000    3,635,000
  Due from related parties (Note 9)           3,902,000    2,844,000
  Other current assets                          171,000      204,000
  Prepaid expenses                              154,000       84,000
                                             ----------   ----------
      Total current assets                   11,049,000   10,392,000
                                             ----------   ----------

Property and equipment, at cost (Notes 1 and 4):
  Oil and gas properties (successful
    efforts method):
      Developed                              54,281,000   49,249,000
      Undeveloped                               123,000      235,000
  Furniture, fixtures and equipment
   including leasehold improvements           7,649,000    6,395,000
                                             ----------   ----------
                                             62,053,000   55,879,000
  Accumulated depreciation and depletion   (41,180,000) (36,742,000)
                                             ----------   ----------
    Net property and equipment               20,873,000   19,137,000
                                             ----------   ----------

Other assets (Note 9)                           203,000      621,000
Due from affiliates (Note 9)                    325,000      325,000
                                             ----------   ----------
    Total assets                           $ 32,450,000  $30,475,000
                                             ==========   ==========











See accompanying notes to the consolidated financial statements.
<PAGE>
                        PrimeEnergy Corporation

                      Consolidated Balance Sheets

               September 30, 2000 and December 31, 1999



                                           September 30,  December 31,
                                               2000          1999
                                            (Unaudited)   (Audited)
LIABILITIES and STOCKHOLDERS' EQUITY:
Current liabilities:
  Accounts payable                         $  6,438,000  $ 7,900,000
  Current portion of other long-term
    obligations (Note 6)                          4,000        4,000
  Accrued liabilities:
    Payroll, benefits and related items       1,312,000      798,000
    Taxes                                       566,000       53,000
    Interest and other                          764,000      626,000
  Due to related parties (Note 9)             1,370,000      943,000
                                             ----------   ----------
    Total current liabilities                10,454,000   10,324,000
                                             ----------   ----------

Long-term bank debt (Note 5)                 17,750,000   19,200,000
Other long-term obligations (Note 6)            14,000        17,000
                                             ----------   ----------
    Total liabilities                        28,218,000   29,541,000
                                             ----------   ----------

Stockholders' equity:
  Preferred stock, $.10 par, authorized
    5,000,000 shares; none issued                --           --
  Common stock, $.10 par value, authorized
    10,000,000 shares; issued 7,607,970
    in 2000 and 1999                            761,000      761,000
  Paid in capital                            10,902,000   10,902,000
  Retained Earnings (accumulated deficit)     1,285,000  (2,859,000)
                                             ----------   ----------
                                             12,948,000    8,804,000
  Treasury stock, at cost, 3,420,943
    common shares in 2000 and 3,266,063
    common shares in 1999                   (8,716,000)  (7,870,000)
                                             ----------   ----------
    Total stockholders' equity                4,232,000      934,000
                                             ----------   ----------
      Total liabilities and equity         $ 32,450,000  $30,475,000
                                             ==========   ==========





See accompanying notes to the consolidated financial statements.
<PAGE>
                        PrimeEnergy Corporation

                 Consolidated Statements of Operations

             Nine Months Ended September 30, 2000 and 1999
                              (Unaudited)



                                                 2000          1999
Revenue:
  Oil and gas sales                           $15,971,000  $ 7,717,000
  District operating income                     9,955,000    8,587,000
Administrative revenue (Note 9)                 1,192,000    1,240,000
  Reporting and management fees (Note 9)          246,000      254,000
  Interest and other income                       268,000      149,000
                                               ----------   ----------
    Total revenue                              27,632,000   17,947,000
                                               ----------   ----------

Costs and expenses:
  Lease operating expense                       6,521,000    4,264,000
  District operating expense                    8,252,000    6,486,000
  Depreciation and depletion of
    oil and gas properties                      4,027,000    3,680,000
  General and administrative expense            2,847,000    2,173,000
  Exploration costs                               129,000      831,000
  Interest expense (Note 5)                     1,160,000    1,006,000
                                               ----------   ----------
    Total costs and expenses                   22,936,000   18,440,000
                                               ----------   ----------
Income (loss) from operations                   4,696,000    (493,000)
Gain on sale and exchange of assets                13,000      16,000
                                               ----------   ----------
Net income (loss) before income taxes           4,709,000    (477,000)

Provision (benefit) for income taxes              565,000     (31,000)
                                               ----------   ----------
Net income (loss)                             $ 4,144,000 $  (446,000)
                                               ==========   ==========

Basic income (loss) per common
  share (Notes 1 and 10)                            $0.96      $(0.10)
                                                     ====         ====
Diluted income (loss) per common
  share (Notes 1 and 10)                            $0.83      $(0.10)
                                                     ====         ====







   See accompanying notes to the consolidated financial statements.
<PAGE>
                        PrimeEnergy Corporation

                 Consolidated Statements of Operations

            Three Months Ended September 30, 2000 and 1999
                              (Unaudited)



                                                 2000          1999
Revenue:
  Oil and gas sales                           $ 6,892,000  $ 3,246,000
  District operating income                     3,621,000    2,724,000
  Administrative revenue (Note 9)                 408,000      396,000
  Reporting and management fees (Note 9)           81,000       98,000
  Interest and other income                       111,000       48,000
                                               ----------   ----------
    Total revenue                              11,113,000    6,512,000
                                               ----------   ----------

Costs and expenses:
  Lease operating expense                       2,630,000    1,536,000
  District operating expense                    2,927,000    2,249,000
  Depreciation and depletion of
    oil and gas properties                      1,713,000    1,443,000
  General and administrative expense              845,000      924,000
  Exploration costs                                 5,000       10,000
  Interest expense (Note 5)                       388,000      350,000
                                               ----------   ----------
    Total costs and expenses                    8,508,000    6,512,000
                                               ----------   ----------
Income from operations                          2,605,000       --
Gain on sale and exchange of assets                 2,000        2,000
                                               ----------   ----------
Net income before income taxes                  2,607,000        2,000

Provision for income taxes                        313,000       --
                                               ----------   ----------
Net income                                    $ 2,294,000 $      2,000
                                               ==========   ==========

Basic income per common
  share (Notes 1 and 10)                            $0.54        $0.00
                                                     ====         ====
Diluted income per common
  share (Notes 1 and 10)                            $0.47        $0.00
                                                     ====         ====







See accompanying notes to the consolidated financial statements.
<PAGE>
                             PrimeEnergy Corporation

                 Consolidated Statement of Stockholders' Equity

                      Nine Months Ended September 30, 2000

<TABLE>
<CAPTION>

                                                                      Retained
                                                                      Earnings
                                   Common Stock      Paid In          (Accumulated    Treasury
                              Shares      Amount     Capital          Deficit)        Stock          Total
<S>                           <C>         <C>        <C>              <C>             <C>            <C>
Balance at December 31, 1999  7,607,970   $761,000   $10,902,000      ($2,859,000)    ($7,870,000)   $  934,000

Purchased 154,880 shares
  of common stock                                                                        (846,000)     (846,000)

Net income                                                              4,144,000                     4,144,000
                              --------    --------   -----------       ----------      ------------  ----------
Balance at
  September 30, 2000          7,607,970   $761,000   $10,902,000       $1,285,000      ($8,716,000)  $4,232,000
                              =========   ========   ===========       ==========      ============  ==========

</TABLE>

















        See accompanying notes to the consolidated financial statements.
<PAGE>
                    PrimeEnergy Corporation

               Consolidated Statements of Cash Flows

           Nine Months Ended September 30, 2000 and 1999
                            (Unaudited)


                                                2000         1999

Net cash provided by
  operating activities                     $7,056,000  $   4,583,000
                                             ----------   ----------

Cash flows from investing activities:
  Capital Expenditures,
    including dry hole costs                (6,724,000)  (6,159,000)
  Proceeds from sale of property
    and equipment                                32,000       56,000
  Proceeds from payments on note receivable     453,000       14,000
                                             ----------   ----------
    Net cash used in investing
       activities                           (6,239,000)  (6,089,000)
                                             ----------   ----------

Cash flows from financing activities:
  Purchase of treasury stock                  (846,000)    (140,000)
  Increase in long-term bank debt and
    other long-term obligations              19,310,000   17,205,000
  Repayment of long-term bank debt and
    other long-term obligations             (20,763,000) (13,710,000)
                                             ----------   ----------
    Net cash provided by (used in)
      financing activities                   (2,299,000)   3,355,000
                                             ----------   ----------

Net increase (decrease) in cash and cash
  equivalents                                (1,482,000)   1,849,000

Cash and cash equivalents at the
     beginning of the period                  1,771,000    1,167,000
                                             ----------   ----------
Cash and cash equivalents at the
  end of the period                       $     289,000 $  3,016,000
                                             ==========   ==========









 See accompanying notes to the consolidated financial statements.
<PAGE>
                      PrimeEnergy Corporation

            Notes to Consolidated Financial Statements

                        September 30, 2000

1)  Description of Operations and Significant Accounting Policies:

    Nature of Operations-

    PrimeEnergy  Corporation  ("PEC"),  a  Delaware  corporation,   was
    organized   in  March  1973.  PrimeEnergy  Management   Corporation
    ("PEMC"),  a wholly-owned subsidiary, acts as the managing  general
    partner,  providing administration, accounting and tax  preparation
    services for 49 private and publicly-held limited partnerships  and
    trusts  (collectively, the "Partnerships"). PEC  owns  Eastern  Oil
    Well  Service Company ("EOWSC") and Southwest Oilfield Construction
    Company  ("SOCC"),  both  of  which  perform  oil  and  gas   field
    servicing.   PEC  also owns Prime Operating Company ("POC"),  which
    serves as operator for most of the producing oil and gas properties
    owned   by   the  Company  and  affiliated  entities.   PrimeEnergy
    Corporation  and its wholly-owned subsidiaries are herein  referred
    to as the "Company".

    The   Company  is  engaged  in  the  development,  acquisition  and
    production  of  oil and natural gas properties.  The  Company  owns
    leasehold,  mineral  and royalty interests in  producing  and  non-
    producing  oil  and  gas properties across the  continental  United
    States,  primarily  in  Texas, Oklahoma, and  West  Virginia.   The
    Company  operates over 1,600 wells and owns non-operating interests
    in  over  800 additional wells. Additionally, the Company  provides
    well-servicing    support   operations,   site   preparation    and
    construction  services  for  oil and gas  drilling  and  re-working
    operations, both in connection with the Company's activities and in
    providing  contract  services for third parties.   The  Company  is
    publicly traded on NASDAQ under the symbol "PNRG".

    The  markets  for  the Company's products and services  are  highly
    competitive,  as  oil  and gas are commodity  products  and  prices
    depend  upon  numerous factors beyond the control of  the  Company,
    such  as  economic,  political  and  regulatory  developments   and
    competition from alternative energy sources.

    Principles of Consolidation-

    The  consolidated  financial statements  include  the  accounts  of
    PrimeEnergy  Corporation  and its wholly-owned  subsidiaries.   All
    material  inter-company  accounts and  transactions  between  these
    entities  have  been  eliminated. Oil and  gas  properties  include
    ownership   interests  in  the  Partnerships.   The  statement   of
    operations  includes the Company's proportionate share  of  revenue
    and  expenses  related  to  oil and  gas  interests  owned  by  the
    Partnerships.

    Use of Estimates-
<PAGE>
    The   preparation  of  financial  statements  in  conformity   with
    generally  accepted  accounting principles requires  management  to
    make estimates and assumptions that affect the reported amounts  of
    assets  and  liabilities and disclosure of  contingent  assets  and
    liabilities  at  the  date  of  the financial  statements  and  the
    reported  amounts  of  revenues and expenses during  the  reporting
    period.  Actual results could differ from those estimates.

    Estimates  of  oil and gas reserves, as determined  by  independent
    petroleum engineers, are continually subject to revision  based  on
    price,  production  history and other factors.  Depletion  expense,
    which is computed based on the units of production method, could be
    significantly impacted by changes in such estimates.  Additionally,
    SFAS  No. 121 requires that, if the expected future cash flow  from
    an asset is less than its carrying cost, that asset must be written
    down  to  its  fair market value.  As the fair market  value  of  a
    property is generally substantially less than the total future cash
    flow expected from the asset, small changes in the estimated future
    net  revenue from an asset could lead to the necessity of recording
    a significant impairment of that asset.

    The  Company  has significant deferred tax assets which  have  been
    fully  reserved against based upon the assumption that, considering
    both  current and expected future levels of taxable income and  the
    Section  29  credits and other tax benefits the Company expects  to
    generate, the availability of these carryforwards will not lead  to
    significant  reductions in the Company's tax liability as  compared
    to what it would pay if such carryforwards did not exist. Increases
    in  estimates  of future taxable income could lead  to  significant
    reductions  in  the  amount of this reserve,  which  could  have  a
    material effect on the net income of the Company.

    Property and Equipment-

    The  Company follows the "successful efforts" method of  accounting
    for  its  oil  and  gas properties.  Under the  successful  efforts
    method,  costs  of  acquiring undeveloped  oil  and  gas  leasehold
    acreage,  including lease bonuses, brokers' fees and other  related
    costs are capitalized. Provisions for impairment of undeveloped oil
    and  gas  leases  are based on periodic evaluations.  Annual  lease
    rentals   and   exploration  expenses,  including  geological   and
    geophysical  expenses and exploratory dry hole costs,  are  charged
    against income as incurred.

    All other property and equipment are carried at cost.  Depreciation
    and  depletion  of oil and gas production equipment and  properties
    are  determined  under  the  unit-of-production  method  based   on
    estimated proved recoverable oil and gas reserves.  Depreciation of
    all  other  equipment is determined under the straight-line  method
    using various rates based on useful lives.  The cost of assets  and
    related accumulated depreciation is removed from the accounts  when
    such  assets are disposed of, and any related gains or  losses  are
    reflected in current earnings.
<PAGE>
    Income Taxes-

    The  Company  records income taxes in accordance with Statement  of
    Financial  Accounting Standards ("SFAS") No. 109,  "Accounting  for
    Income Taxes".  SFAS No. 109 is an asset and liability approach  to
    accounting  for  income taxes, which requires  the  recognition  of
    deferred  tax  assets  and  liabilities  for  the  expected  future
    consequences  of events that have been recognized in the  Company's
    financial statements or tax returns.

    Deferred  tax  liabilities or assets are established for  temporary
    differences  between  financial and tax  reporting  bases  and  are
    subsequently adjusted to reflect changes in the rates  expected  to
    be  in  effect when the temporary differences reverse.  A valuation
    allowance  is  established for any deferred  tax  asset  for  which
    realization is not likely.

    General and Administrative Expenses-

    General  and  administrative expenses represent costs and  expenses
    associated  with  the  operation of the Company.   Certain  of  the
    Partnerships and joint ventures sponsored by the Company  reimburse
    general and administrative expenses incurred on their behalf.

    Income per share-

    Income  per  share of common stock has been computed based  on  the
    weighted   average  number  of  common  shares  and  common   stock
    equivalents outstanding during the respective periods in accordance
    with SFAS No. 128, "Earnings per Share".

    Statements of cash flows-

    For  purposes  of  the consolidated statements of cash  flows,  the
    Company  considers  short-term,  highly  liquid  investments   with
    original   maturities  of  less  than  ninety  days  to   be   cash
    equivalents.

    Concentration of Credit Risk-

    The   Company  maintains  significant  banking  relationships  with
    financial  institutions in the State of Texas.  The Company  limits
    its risk by periodically evaluating the relative credit standing
    of  these  financial  institutions.   The  Company's  oil  and  gas
    production  purchasers  consist primarily of independent  marketers
    and major gas pipeline companies.

    Hedging-

    From time to time, the Company may enter into futures contracts  in
    order  to  reduce its exposure related to changes in  oil  and  gas
    prices.   In  accordance  with Statement  of  Financial  Accounting
    Standards No. 80, any gain or loss on such contracts is treated  as
    an  adjustment  to oil and gas revenue.  Cash activity  related  to
<PAGE>
    hedging  transactions  is  treated as  operating  activity  on  the
    Statements of Cash Flows.

    Recently Issued Accounting Standards-

    In  June  1998,  the  Financial Accounting Standards  Board  issued
    Statement  of  Financial Accounting Standards No.  133  ("SFAS  No.
    133"),   "Accounting   for  Derivative  Instruments   and   Hedging
    Activities".  SFAS  No.  133 establishes accounting  and  reporting
    standards  requiring  that every derivative  instrument  (including
    certain  derivative  instruments embedded in  other  contracts)  be
    recorded  in  the  balance sheet as either an  asset  or  liability
    measured  at its fair value. It also requires that changes  in  the
    derivative's fair value be recognized currently in earnings  unless
    specific hedge accounting criteria are met. Special accounting  for
    qualifying hedges allows a derivative's gains and losses to  offset
    related  results  on the hedged item in the income  statement,  and
    requires  that  a  company must formally document,  designate,  and
    assess  the  effectiveness  of  transactions  that  receive   hedge
    accounting.  SFAS No. 133 is effective for fiscal  years  beginning
    after  June  15,  2000  and  cannot be applied  retroactively.  The
    Company has not yet quantified the impacts of adopting SFAS No. 133
    on  its financial statements.  However, SFAS No. 133 could increase
    volatility in earnings and other comprehensive income.


(2)  Restricted Cash and Cash Equivalents:

    Restricted  cash  and  cash  equivalents  includes  $1,310,000  and
    $1,854,000   at   September  30,  2000  and  December   31,   1999,
    respectively, of cash primarily pertaining to undistributed royalty
    payments.  There  were corresponding accounts payable  recorded  at
    September 30, 2000 and December 31, 1999 for these liabilities.

(3)  Accounts Receivable:

    Accounts  receivable at September 30, 2000 and  December  31,  1999
    consisted of the following:

                                       September 30,     December 31,
                                          2000               1999

      Joint Interest Billing          $ 1,075,000       $ 1,738,000
      Trade Receivables                 1,027,000           550,000
      Oil and Gas Sales                 3,156,000         1,423,000
      Other                               172,000            61,000
                                        ---------         ---------
                                        5,430,000         3,772,000

      Less, Allowance for doubtful
       accounts                          (207,000)         (137,000)
                                        ---------         ---------
                                      $ 5,223,000       $ 3,635,000
                                        =========         =========
<PAGE>
(4)  Property and equipment:

    Property and equipment at September 30, 2000 and December 31,  1999
    consisted of the following:


                                     September 30,     December 31,
                                          2000              1999

      Developed oil and gas
        properties at cost            $54,281,000       $49,249,000
      Undeveloped oil and gas
        properties at cost                123,000           235,000
      Less, accumulated depletion
        and depreciation              (36,359,000)      (32,342,000)
                                      ------------      ------------
                                       18,045,000        17,142,000
                                      ------------      ------------

      Furniture, fixtures and
        equipment                       7,649,000         6,395,000
      Less, accumulated depreciation   (4,821,000)       (4,400,000)
                                       ----------        ----------
                                        2,828,000         1,995,000
                                       ----------        ----------
      Total net property and
        equipment                     $20,873,000       $19,137,000
                                       ==========        ==========

5)  Long-Term Bank Debt:

    At  the  beginning of 1999, the Company was party  to  a  line  of
    credit agreement with a bank with a non-reducing borrowing base of
    $20 million. In February 1999, the credit agreement was revised to
    require  that  the  $20 million borrowing base,  reestablished  on
    October  14,  1998,  would  begin  reducing  monthly  by  $300,000
    beginning  February  1, 1999. Effective September  22,  1999,  the
    credit agreement was amended, revising the borrowing base to $23.7
    million,  reducing  monthly by $350,000 beginning  on  October  1,
    1999.  Effective  August 1, 2000, the borrowing base  was  revised
    again  to  $20,350,000. The credit agreement provides for interest
    on  outstanding  borrowings at the bank's base rate,  as  defined,
    payable  monthly, or at rates ranging from 1 1/2%  to  2%  over  the
    London  Inter-Bank  Offered Rate (LIBO rate)  depending  upon  the
    Company's utilization of the available line of credit, payable  at
    the end of the applicable interest period.  The interest rates  on
    borrowings accruing interest at the bank's prime rate, as defined,
    as   of   September  30,  2000  and  1999  were  9.5%  and  8.25%,
    respectively.  Interest rates on borrowings providing for interest
    at  a  percentage over the LIBO rate were at 8.63% as of September
    30, 2000 as compared to 7.38% as of September 30, 1999.

    Advances  pursuant to the agreement are limited  to  the  borrowing
    base  as  defined in the agreement.  Most of the Company's oil  and
<PAGE>
    gas  properties  as well as certain receivables and  equipment  are
    pledged  as  security  under this agreement.  Under  the  Company's
    credit  agreement, the Company is required to maintain, as defined,
    a  minimum  current ratio, tangible net worth, debt coverage  ratio
    and  interest  coverage ratio, and restrictions are placed  on  the
    payment  of  dividends. As of September 30, 2000, the  Company  had
    $17,750,000 outstanding against a line of credit of $20 million.

(6)  Other Long-Term Obligations:

     Other long-term obligations at September 30, 2000 and December 31,
     1999 consisted of the following:


                                    September 30,     December 31,
                                        2000             1999

     Capital lease obligations        $ 18,000           $ 21,000

     Less: current portion               4,000              4,000
                                        ______             ______
                                      $ 14,000           $ 17,000
                                        ======             ======


(7)  Contingent Liabilities:

    PEMC, as managing general partner of the affiliated Partnerships is
    responsible  for all Partnership activities, including  the  review
    and  analysis  of  oil  and  gas properties  for  acquisition,  the
    drilling  of development wells and the production and sale  of  oil
    and   gas   from   productive  wells.   PEMC  also   provides   the
    administration,  accounting  and  tax  preparation  work  for   the
    Partnerships  and  is liable for all debts and liabilities  of  the
    affiliated Partnerships, to the extent that the assets of  a  given
    limited Partnership are not sufficient to satisfy its obligations.

    The  Company  is  subject to environmental  laws  and  regulations.
    Management  believes that future expenses, before  recoveries  from
    third  parties,  if  any, will not have a material  effect  on  the
    Company's  financial condition.  This opinion is based on  expenses
    incurred  to  date  for remediation and compliance  with  laws  and
    regulations  which have not been material to the Company's  results
    of operations.

    As  a  general partner, PEMC is committed to offer to purchase  the
    limited  partners' interests in certain of its managed Partnerships
    at  various  annual intervals.  Under the terms  of  a  partnership
    agreement, PEMC is not obligated to purchase an amount greater than
    10%  of  the total partnership interest outstanding.  In  addition,
    PEMC  will  be  obligated  to purchase interests  tendered  by  the
    limited  partners  only to the extent of one  hundred  fifty  (150)
    percent of the revenues received by it from such partnership in the
    previous  year.   Purchase  prices are based  upon  annual  reserve
    reports of independent petroleum engineering firms discounted by  a
<PAGE>
    risk  factor.  Based upon historical production rates  and  prices,
    management  estimates that if all such offers were to be  accepted,
    the   maximum   annual   future  purchase   commitment   would   be
    approximately $500,000.

(8)  Stock Options and Other Compensation:

    In  May  1989,  non-statutory stock options  were  granted  by  the
    Company  to four key executive officers for the purchase of  shares
    of  common  stock.  Such options are exercisable, on  a  cumulative
    basis, as to twenty percent of the shares subject to option in each
    year,  beginning  one year after the granting of  the  option.   At
    September 30, 2000 and 1999, options on 767,500 and 802,500 shares,
    respectively,  were outstanding and exercisable at  prices  ranging
    from $1.00 to $1.25.

    On  January 27, 1983, the Company adopted the 1983 Incentive  Stock
    Option Plan.  At September 30, 2000 and 1999, options on 87,000 and
    103,000  shares were exercisable at $1.50 per share,  respectively,
    and no additional shares were available for granting.

    PEMC  has  a  marketing  agreement with its  current  President  to
    provide  assistance  and  advice to PEMC  in  connection  with  the
    organization  and marketing of oil and gas partnerships  and  joint
    ventures and other investment vehicles of which PEMC is to serve as
    general  or managing partner.  The Company had a similar  agreement
    with its former Chairman.  Although that agreement has expired, the
    former  Chairman  is  still  entitled to receive  certain  payments
    relating  to partnerships formed during the time the agreement  was
    in  effect.   The  President is entitled to  a  percentage  of  the
    Company's  carried interest depending on total capital  raised  and
    annual performance of the Partnerships and joint ventures.

 (9) Related Party Transactions:

    PEMC  is  a general partner in several oil and gas Partnerships  in
    which  certain  directors  have  limited  and  general  partnership
    interests.  As  the  managing  general  partner  in  each  of   the
    Partnerships,  PEMC receives approximately 5% to  12%  of  the  net
    revenues  of  each  Partnership  as  a  carried  interest  in   the
    Partnerships' properties.

    The  Partnership  agreements allow PEMC to receive management  fees
    for  various  services  provided to the  Partnerships  as  well  as
    reimbursement  for  property  acquisition  and  development   costs
    incurred   on   behalf  of  the  Partnerships   and   general   and
    administrative  overhead, which is reported in  the  statements  of
    operations as administrative revenue.

    In  1991, the Company loaned approximately $325,000 at 12% interest
    to a real estate limited partnership of which a Company Director is
    a  general  partner.  This loan was secured by a  mortgage  on  the
    underlying real estate in the partnership and the Company  received
    a  23% equity participation in the partnership.  The loan agreement
    provided  for  interest payments on a quarterly basis provided  the
<PAGE>
    cash   flow  from  operations  of  the  limited  partnership   were
    sufficient to pay interest for the quarter. If cash flows were  not
    sufficient, the accrued interest was added to the principal. As  of
    December  31, 1999, the amounts due, included in other  non-current
    assets  on  the balance sheet, were $442,000. In July of 2000,  the
    loan balance was paid in full.

    Due  to related parties at September 30, 2000 and December 31, 1999
    primarily  represent receipts collected by the Company,  as  agent,
    from oil and gas sales net of expenses. Receivables from affiliates
    consist  of  reimbursable general and administrative  costs,  lease
    operating  expenses  and reimbursements for property  acquisitions,
    development and related costs.

 (10) Income per share:

     Basic  earnings  per  share  are  computed  by  dividing  earnings
     available to common stockholders by the weighted average number of
     common shares outstanding during the period.  Diluted earnings per
     share  reflect  per  share amounts that  would  have  resulted  if
     dilutive  potential  common stock had  been  converted  to  common
     stock.  The following reconciles amounts reported in the financial
     statements:

<TABLE>
<CAPTION>
                               Nine Months Ended        Nine Months Ended
                               September 30, 2000           September 30, 1999
                         -------------------------------    ----------------------------------
                         Net         Number of  Per Share   Net         Number of   Per Share
                         Income      Shares     Amount      Loss        Shares      Amount
<S>                      <C>         <C>        <C>         <C>         <C>         <C>
Net income (loss)
per common share         $4,144,000  4,297,912  $  0.96     $(446,000)  4,434,128   $   (0.10)

Effect of dilutive
securities: Options **                 667,272
                          ---------  ---------  -------     ----------  ---------   ----------
Diluted  net income (loss)
per common share$        $4,144,000  4,965,184  $  0.83     $(446,000)  4,434,128   $   (0.10)
                         ==========  =========  =======     ==========  =========   = ========

     ** For the nine months ended September 30, 1999, the number of
     options excluded from diluted loss per common share calculations
     were 709,109 as the conversion of these would have an anti-
     dilutive effect on net loss per share.


                                  Three Months Ended         Three Months Ended
                                  September 30, 2000         September 30, 1999
                         --------------------------------
                         Net         Number of  Per Share    Net        Number of  Per Share
                         Income      Shares     Amount       Income     Shares     Amount
<S>                      <C>         <C>        <C>          <C>        <C>
Net income per
  common share           $2,294,000  4,240,213  $    0.54    $  2,000   4,426,220  $    0.00

Effect of dilutive
securities: Options **                 691,606                            708,041

Diluted  net income
    per common share    $2,294,000   4,931,819  $    0.47    $  2,000   5,134,261   $   0.00
                        ==========   =========  =========   =========   =========   ========

</TABLE>
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION  AND
                         RESULTS OF OPERATIONS

This  discussion  should  be  read  in conjunction  with  the  financial
statements  of the Company and notes thereto. The Company's subsidiaries
are  defined in Note 1 of the financial statements. PEMC is the managing
general partner or managing trustee in several Limited Partnerships  and
Trusts (collectively, the "Partnerships").


LIQUIDITY AND CAPITAL RESOURCES

The Company feels that it has the ability to generate sufficient amounts
of cash to meet long-term liquidity needs, as well as debt service.  The
Company's  goal  is to generate increased cash flows by  increasing  its
reserve base through continued acquisition, exploration and development.
By  increasing  its  reserve base, the Company's  borrowing  ability  is
increased due to additional properties available as collateral.  Capital
expenditures  during  2000  were financed by borrowings  and  internally
generated funds coupled with cash balances available at the prior  year-
end.

At  the  beginning of 1999, the Company was party to a  line  of  credit
agreement with a bank with a non-reducing borrowing base of $20 million.
In  February 1999, the credit agreement was revised to require that  the
$20  million  borrowing base, reestablished on October 14,  1998,  would
begin reducing monthly by $300,000 beginning February 1, 1999. Effective
September  22,  1999,  the credit agreement was  amended,  revising  the
borrowing  base to $23.7 million, reducing monthly by $350,000 beginning
on  October  1, 1999. Effective August 1, 2000, the borrowing  base  was
revised  again  to  $20,350,000.   The  credit  agreement  provides  for
interest  on outstanding borrowings at the bank's base rate, as defined,
payable  monthly, or at rates ranging from 1 1/2% to 2% over the  London
Inter-Bank  Offered  Rate  (LIBO  rate)  depending  upon  the  Company's
utilization of the available line of credit, payable at the end  of  the
applicable  interest  period. The interest rates on borrowings  accruing
interest  at the bank's base rate, as defined, as of September 30,  2000
and 1999 were 9.5% and 8.25%, respectively. Interest rates on borrowings
providing for interest at a percentage over the LIBO rate were at  8.63%
as of September 30, 2000 as compared to 7.38% as of September 30, 1999.

Advances  pursuant to the credit agreement are limited to the  borrowing
base  as  defined in the agreement. Most of the Company's  oil  and  gas
properties  as well as certain receivables and equipment are pledged  as
security under this agreement. Under the Company's credit agreement, the
Company  is required to maintain, as defined, minimum current,  tangible
net  worth, debt coverage and interest coverage ratios, and the  payment
of  dividends is restricted. As of September 30, 2000, the  Company  had
$17,750,000 outstanding against a line of credit of $20 million.

The   Company   spent  approximately  $4,570,000  on  the  acquisition,
exploration and development of oil and gas properties in the first nine
months  of  2000,  including  $1,140,000 spent  to  repurchase  limited
partner interests from investors in the oil and gas partnerships.
<PAGE>
The  Company  also  spent  approximately $1,421,000  on  field  service
equipment,  including  $583,000 to expand its servicing  operations  in
Midland  Texas.  The  Company spent $94,000 on  computer  hardware  and
software.

The  Company spent $846,000 in the first nine months of 2000 to acquire
treasury stock in open market transactions.

In  the fourth quarter of 2000, the Company, along with several of  its
joint  venture  partners,  is participating in  two  offshore  drilling
projects.  The first of these projects resulted in a dry hole for which
the  Company will recognize $525,000 of expense.  The second, for which
the   Company's   share  of  dry  hole  costs  would  be  approximately
$1,200,000, is currently drilling, and results are expected to be known
before year end.

Most  of  the  Company's  capital spending  is  discretionary  and  the
ultimate   level  of  spending  will  be  dependent  on  the  Company's
assessment  of the oil and gas business, the availability  of  capital,
the  number  of  oil  and  gas prospects,  and  oil  and  gas  business
opportunities in general.

In July of 2000 the Company received $453,000 in full payment of a note
from Alabama Shopping Center Associates.

RESULTS OF OPERATIONS

Oil  and  gas sales more than doubled in both the nine month and  three
month periods ending September 30, 2000 as compared to the same periods
in  1999, due to sharp increases in both production and average  prices
received  in both periods.  The tables below summarize revenue  in  the
periods under discussion.
<TABLE>
<CAPTION>

	                              Nine Months Ended	            Three Months Ended
	                                 September 30                     September 30
                         ------------------------------						-----------------------------
	                           2000	      1999	   Increase       2000	     1999	   Increase
<S>                      <C>        <C>        <C>         <C>       <C>        <C>
Barrels of Oil Produced	  222,192	   182,950	    39,242	     78,694	    64,837	     13,857
Average Price Received	  $27.8796	  $14.4853	  $13.3943	   $29.5341	 $ 17.0672	 $  12.4669
						                 ---------- ---------  ----------  ---------  ----------  ----------
Oil Revenue	           $6,195,000	$2,650,000 $3,545,000	 $2,324,000	$1,107,000	 $1,217,000
						                 ---------- ---------- ----------  ---------- ----------  ----------

Mcf of Gas Produced	    2,897,690	 2,266,827	   630,863	  1,147,908	   818,374    	329,534
Average Price Received	$   3.3739	$   2.2353	$   1.1386	 $   3.9791	$   2.6141	 $   1.3650
						                 ---------- ---------- ----------  ---------- ---------- -----------
Gas Revenue	           $9,776,000 $5,067,000	$4,709,000	 $4,568,000 $2,139,000	$ 2,429,000
                       ---------- ---------- ----------  ---------- ---------- -----------
Total Oil & Gas
     Revenue          $15,971,000	$7,717,000	$8,254,000	 $6,892,000	$3,246,000	$ 3,646,000
                      =========== ========== ==========  ========== ========== ===========


In  November  of 1999, the Company purchased interests in approximately
131  oil and gas wells located in Oklahoma for $1,813,000 plus possible
additional compensation contingent on the performance of the properties
in  the  first  three years after purchase. The Company  already  owned
working  interests  in, and was the operator of, the  majority  of  the
wells. These interests contributed production of 24,000 barrels of  oil
and  350,000 Mcf of gas to production and a total of $1,679,000 of  oil
and gas revenue in the nine months ended September 30, 2000, with 6,000
<PAGE>
barrels and 110,000 Mcf of this production, and $567,000 of the revenue
being contributed in the three months ended September 30, 2000.

In the second quarter of 2000 the Company completed the Brooks Trust #1
well in Bee County, Texas. This well produced 86,000 Mcf of gas, net to
the  Company's interest through September 30, 2000, with 79,000 Mcf  of
that production coming in the three months ended September 30, 2000.

In  August of 2000 the Company had first sales from a well drilled  and
completed  on the East Wakita Prospect in Oklahoma. This well  produced
75,000 Mcf of gas, net to the Company's interest, through September 30,
2000.

District operating income increased by $1,368,000, or 16%, between  the
first  nine  months of 2000 and the first nine months of 1999,  and  by
$897,000, or 33%, in the third quarter of 2000 as compared to the  same
period  in  1999.  Both  increases reflect  the  Company's  efforts  to
increase  the  amount of field service work it performs  on  wells  not
operated by the Company, particularly through expanding it's operations
in the Midland, Texas area.

Administrative revenue for the first nine months of 2000 was $1,192,000
as compared to $1,240,000 in 1999, a decline of 4%, but increased by 3%
to  $408,000 from $396,000 in the three months ended September 30, 2000
as  compared  to  the same period last year. Amounts  received  in  all
periods  from  certain  Partnerships are substantially  less  than  the
amounts   allocable  to  those  Partnerships  under   the   Partnership
agreements.  The lower amounts reflect PEMC's efforts  to  limit  costs
incurred and the amounts allocated to the Partnerships.

Lease operating expense for the first nine months of 2000 increased  by
53% or $2,257,000 compared to the first nine months of 1999, and by 71%
or  $1,094,000 in the three months ended September 30, 2000 compared to
the  same period in the previous year, primarily due to higher  volumes
produced  and  a greater amount of repair and fix up work performed  in
2000 than in 1999, when prices were extremely depressed. The additional
interests  in  Oklahoma  properties purchased in  November  1999  added
$537,000  to lease operating expense in the nine months ended September
30, 2000, of which $154,000 was incurred in the third quarter.

The  Company receives reimbursement for costs incurred related  to  the
evaluation,  acquisition  and  development  of  properties   in   which
interests   are   owned   by  its  joint  venture   partners,   related
partnerships, and trusts. To the extent that these costs  are  expended
at  the  district  level,  the  reimbursements  reduce  total  district
operating expenses. To the extent such expenses are incurred  by  PEMC,
such  reimbursements reduce total general and administrative  expenses.
Such  reimbursement totaled approximately $800,000 in  the  first  nine
months  of 2000 as compared to $1,100,000 for the same period in  1999,
but  remained constant at $300,000 for the three months ended September
30, 2000, matching the amount for the same period in the prior year.

District  operating expense increased by $1,766,000,  or  27%,  in  the
first  nine months of 2000 as compared to the same period in 1999,  and
by  $678,000 or 30% in third quarter of 2000 as compared to  the  third
<PAGE>
quarter  of  1999.  Both  increases reflect the  Company's  efforts  to
increase  the  amount of field service work it performs  on  wells  not
operated by the Company, and startup costs incurred in connection  with
the expansion of its operations in the Midland, Texas area.

General  and  administrative expenses increased 31% to $2,847,0000  in
the  first nine months of 2000 as compared to $2,173,000 in 1999,  but
declined  by  9% to $845,000 from $924,000 in the three  months  ended
September  30,  2000  as compared to the same period  last  year.  The
change  in  cost  reimbursement, previously discussed,  combined  with
nonrecurring  compensation and employee benefit costs related  to  the
resignation of a company employee, which were recognized in the  first
quarter  of  the year, are the primary components of the  increase  in
expense for the nine month period.

Exploration costs were $129,000 in the first nine months  of  2000  as
compared  to $831,000 during the same period in 1999. The  1999  costs
consisted primarily of the cost of two dry holes drilled in the  first
quarter  of  1999 as part of the Company's 1998 Drilling Program.   In
the  fourth  quarter of 2000, the Company will recognize approximately
$525,000  in  dry hole costs relating to the drilling of  an  offshore
well.

Interest  expense  during  the  first nine  months  of  2000  increased
approximately  15% to $1,160,000 due to a combination of  higher  rates
and higher average balances.

The  Company  experienced no disruptions as a result of the  Year  2000
date  change. The Company expenditures for addressing Year 2000  issues
were not material, nor does the Company expect to incur any significant
costs addressing Year 2000 issues in the future.

This  Report  contains forward-looking statements  that  are  based  on
management's  current expectations, estimates and  projections.   Words
such  as  "expects,"  "anticipates,"  "intends,"  "plans,"  "believes,"
"projects"  and "estimates," and variations of such words  and  similar
expressions  are intended to identify such forward-looking  statements.
These  statements  constitute "forward-looking statements"  within  the
meaning  of Section 27A of the Securities Act of 1933, and are  subject
to  the  safe  harbors  created  thereby.   These  statements  are  not
guarantees  of  future performance and involve risks and  uncertainties
and  are  based on a number of assumptions that could ultimately  prove
inaccurate  and, therefore, there can be no assurance  that  they  will
prove  to be accurate.  Actual results and outcomes may vary materially
from  what  is expressed or forecast in such statements due to  various
risks  and uncertainties.  These risks and uncertainties include, among
other  things, the possibility of drilling cost overruns and  technical
difficulties,  volatility  of oil and gas  prices,  competition,  risks
inherent in the Company's oil and gas operations, the inexact nature of
interpretation  of  seismic and other geological and geophysical  data,
imprecision of reserve estimates, and the Company's ability to  replace
and   expand  oil  and  gas  reserves.  Accordingly,  stockholders  and
potential  investors are cautioned that certain events or circumstances
could cause actual results to differ materially from those projected.
<PAGE>
                      PART II - OTHER MATTERS

Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters were submitted to a vote of security holders during the
period covered by this report

Item 5.   OTHER INFORMATION

Exhibit  27  -  Financial Data Schedule is attached to  the  electronic
filing of this report only.


Item 6. EXHIBITS AND REPORTS ON FORM 8K

No  reports on form 8K were filed by the Company during the nine months
ended September 30, 2000.
<PAGE>



SIGNATURES



Pursuant  to  the requirements of the Securities and Exchange  Act  of
1934,  Registrant  has duly caused this report to  be  signed  on  its
behalf by the undersigned thereunto duly authorized.






                                        PrimeEnergy Corporation
                                        (Registrant)





November 14, 2000                       /s/ Charles E. Drimal,Jr.
   (Date)                               --------------------------
                                        Charles E. Drimal, Jr.
                                        President
                                        Principal Executive Officer






November 14, 2000                       /s/ Beverly A. Cummings
   (Date)                               --------------------------
                                        Beverly A. Cummings
                                        Executive Vice President
                                        Principal Financial and
                                        Accounting Officer


</TABLE>