|U.S. SECURITIES AND EXCHANGE COMMISSION                                                                                                                                                                                                                                                                                                          
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Washington, D.C. 20549                                                                                                                                                                                                                                                                                                                           
|________________________________                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                 
|FORM 10-Q                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                 
|/X/	Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                 
|For the Quarterly Period Ended March 31, 2001                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                 
|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 May 8, 2001 was: Common Stock, $0.10 par value, 3,886,511 shares.                                                                                                                                                                                          



|                                                            | PrimeEnergy Corporation                                    |        
|----------------------------------------------------------- | ---------------------------------------------------------- | -------
|                                                            |                                                            |        
|                                                            | Index to Form 10-Q                                         |        
|                                                            |                                                            |        
|                                                            | March 31, 2001                                             |        
|                                                            |                                                            |        
|                                                            |                                                            |        
|Part I - Financial Information                              |                                                           
|                                                            |                                                            |        
|Item 1. Financial Statements                                |                                                           
|                                                            |                                                            |        
|                                                            | Consolidated Balance Sheets - March 31, 2001 and           |        
|                                                            | December 31, 2000                                          | 3 - 4  
|                                                            |                                                            |        
|                                                            | Consolidated Statements of Operations for the three months |        
|                                                            | ended March 31, 2001 and 2000                              | 5      
|                                                            |                                                            |        
|                                                            | Consolidated Statement of Stockholders' Equity for the     |        
|                                                            | three months ended March 31, 2001                          | 6      
|                                                            |                                                            |        
|                                                            | Consolidated Statements of Cash Flows for the three months |        
|                                                            | ended March 31, 2001 and 2000                              | 7      
|                                                            |                                                            |        
|                                                            | Notes to Consolidated Financial Statements                 | 8 - 15 
|                                                            |                                                            |        
|Item 2. Management's Discussion and Analysis of Financial   |                                                           
|                                                            | Condition and Results of Operations                        | 16 - 19
|                                                            |                                                            |        
|Item 3. Quantitative and Qualitative Disclosures About      |                                                           
|                                                            | Market Risk                                                | 19     
|                                                            |                                                            |        
|Part II -  Other Information                                |                                                           
|                                                            |                                                            |        
|Item 1. Legal Proceedings                                   | 20                                                        
|                                                            |                                                            |        
|Item 2. Changes in Securities and Use of Proceeds           | 20                                                        
|                                                            |                                                            |        
|Item 3. Defaults Upon Senior Securities                     | 20                                                        
|                                                            |                                                            |        
|Item 4. Submission of Matters to a Vote of Security Holders | 20                                                        
|                                                            |                                                            |        
|Item 5. Other Information                                   | 20                                                        
|                                                            |                                                            |        
|Item 6. Exhibits And Reports On Form 8-K                    | 20                                                        
|                                                            |                                                            |        
|Signatures                                                  | 21                                                        











|PrimeEnergy Corporation

Consolidated Balance Sheets

March 31, 2001 and December 31, 2000
|------------------------------------------------------------------------------------------
|                                                                                          
|                                                                                          
|ASSETS                                                                                    
|Current assets:                                                                           
|Cash and cash equivalents                                                                 
|Restricted cash and cash  equivalents (Note 2)                                            
|Accounts Receivable (Note 3)                                                              
|Due from related parties (Note 9)                                                         
|Other current assets                                                                      
|Prepaid Expenses                                                                          
|Deferred income taxes (Note 1)                                                            
|                                                                                          
|Total current assets                                                                      
|                                                                                          
|Property and equipment, at cost (Notes 1 and 4):                                          
|Oil and gas properties (successful efforts method):                                       
|Proved                                                                                    
|Unproved                                                                                  
|Furniture, fixtures and equipment                                                         
|including leasehold improvements                                                          
|                                                                                          
|                                                                                          
|Accumulated depreciation and  depletion                                                   
|                                                                                          
|Net property and equipment                                                                
|                                                                                          
|Other assets                                                                              
|                                                                                          
|Total assets                                                                              

















See accompanying notes to the consolidated financial statements.





|PrimeEnergy Corporation

Consolidated Balance Sheets

March 31, 2001 and December 31, 2000
|------------------------------------------------------------------------------------------
|                                                                                          
|                                                                                          
|                                                                                          
|                                                                                          
|LIABILITIES and STOCKHOLDERS' EQUITY:                                                     
|Current liabilities:                                                                      
|Accounts payable                                                                          
|Current portion of other long-term                                                        
|obligations (Notes 6 and 7)                                                               
|Accrued liabilities:                                                                      
|Payroll, benefits and related items                                                       
|Taxes                                                                                     
|Interest and other                                                                        
|Due to related parties (Note 9)                                                           
|                                                                                          
|Total current liabilities                                                                 
|                                                                                          
|Long-term bank debt (Note 5)                                                              
|Other long-term obligations (Notes 6 and 7)                                               
|Deferred income taxes (Note 1)                                                            
|                                                                                          
|Total liabilities                                                                         
|                                                                                          
|Stockholders' equity:                                                                     
|Preferred stock, $.10 par value,                                                          
|authorized 5,000,000 shares, none issued                                                  
|Common stock, $.10 par value, authorized                                                  
|10,000,000 shares; issued 7,607,970                                                       
|in 2001 and 2000                                                                          
|Paid in capital                                                                           
|Retained earnings                                                                         
|                                                                                          
|Treasury stock, at cost, 3,721,459 common shares                                          
|in 2001 and 3,488,942 common shares in 2000                                               
|                                                                                          
|Total stockholders' equity                                                                
|                                                                                          
|Total liabilities and equity                                                              
|                                                                                          

See accompanying notes to the consolidated financial statements.









|PrimeEnergy Corporation

Consolidated Statements of Operations

Three Months Ended March 31, 2001 and 2000
(Unaudited)
|----------------------------------------------------------------------------------------------------------------------
|                                                                                                                      
|Revenue:                                                                                                              
|Oil and gas sales                                                                                                     
|District operating income                                                                                             
|Administrative revenue (Note 9)                                                                                       
|Reporting and management fees (Note 9)                                                                                
|Interest and other income                                                                                             
|                                                                                                                      
|Total revenue                                                                                                         
|Costs and expenses:                                                                                                   
|Lease operating expense                                                                                               
|District operating expense                                                                                            
|Depreciation and depletion of oil and gas properties                                                                  
|General and administrative expense                                                                                    
|Exploration costs                                                                                                     
|Interest expense (Note 5)                                                                                             
|                                                                                                                      
|Total costs and expenses                                                                                              
|                                                                                                                      
|Income from operations                                                                                                
|Gain (loss) on sale and exchange of assets                                                                            
|                                                                                                                      
|Net income before income taxes                                                                                        
|                                                                                                                      
|Provision for income taxes                                                                                            
|                                                                                                                      
|Net income                                                                                                            
|                                                                                                                      
|Basic income per common share (Notes 1 and 10)                                                                        
|                                                                                                                      
|Diluted income per common share (Notes 1 and 10)                                                                      
|                                                                                                                      





See accompanying notes to the consolidated financial statements.

PrimeEnergy Corporation



Consolidated Statement of Stockholders' Equity



Three Months Ended March 31, 2001







|                             | Common Stock | Paid In  | Retained    | Treasury   |              
|---------------------------- | ------------ | -------- | ----------- | ---------- | -------------
|                             | Shares       | Amount   | Capital     | Earnings   | Stock        
|                             |              |          |             |            |              
|Balance at December 31, 2000 | 7,607,970    | $761,000 | $10,902,000 | $2,506,000 | ($9,193,000) 
|                             |              |          |             |            |              
|Purchased 232,517 shares of  |              |          |             |            |              
|common stock                 |              |          |             |            | (1,624,000)  
|                             |              |          |             |            |              
|Net income                   |              |          |             | 3,005,000  |              
|                             |              |          |             |            |              
|Balance at March 31, 2001    | 7,607,970    | $761,000 | $10,902,000 | $5,511,000 | ($10,817,000)
|                             |              |          |             |            |              























See accompanying notes to the consolidated financial statements.



|PrimeEnergy Corporation

Consolidated Statements of Cash Flows

Three Months Ended March 31, 2001 and 2000
(Unaudited)
|----------------------------------------------------------------------------------------------------------------------
|                                                                                                                      
|Cash flows from operating activities:                                                                                 
|Net income                                                                                                            
|Adjustments to reconcile net income to net cash
Provided by operating activities:                                     
|Depreciation, depletion and amortization                                                                              
|Dry hole and abandonment costs                                                                                        
|Gain on sale of properties                                                                                            
|Changes in assets and liabilities:                                                                                    
|(Increase) decrease in accounts receivable                                                                            
|(Increase) decrease in due from related parties                                                                       
|(Increase) decrease in other assets                                                                                   
|Increase (decrease) in accounts payable                                                                               
|Increase (decrease) in accrued liabilities                                                                            
|Increase (decrease) in due to related parties                                                                         
|Net cash provided by operating activities:                                                                            
|                                                                                                                      
|Cash flows from investing activities:                                                                                 
|Capital expenditures, including dry hole costs                                                                        
|Proceeds from sale of property and equipment                                                                          
|                                                                                                                      
|Net cash used in investing activities                                                                                 
|                                                                                                                      
|Cash flows from financing activities:                                                                                 
|Purchase of treasury stock                                                                                            
|Increase in long-term bank debt and                                                                                   
|other long-term obligations                                                                                           
|Repayment of long-term bank debt and                                                                                  
|other long-term obligations                                                                                           
|                                                                                                                      
|Net cash used in financing activities                                                                                 
|                                                                                                                      
|Net increase (decrease) in cash and cash equivalents                                                                  
|                                                                                                                      
|Cash and cash equivalents at the beginning of the period                                                              
|                                                                                                                      
|Cash and cash equivalents at the end of the period                                                                    
|                                                                                                                      



See accompanying notes to the consolidated financial statements.

PrimeEnergy Corporation



Notes to Consolidated Financial Statements



March 31, 2001



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 47 private and publicly-held limited partnerships and 2 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, including Colorado, Kansas, Louisiana, Mississippi, Montana, Nebraska, New Mexico, North Dakota, Oklahoma, Texas, Utah, West Virginia and Wyoming.  The Company operates approximately 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
providing contract services for third parties.  The Company is publicly traded on the 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-



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.



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. Costs of drilling and equipping productive wells, including development dry holes and related production facilities, are capitalized.  Costs incurred by the Company related to the
acquisition of producing oil and gas properties on behalf of the Partnerships or joint ventures are deferred and charged to the related entity upon the completion of the acquisition.  To the extent that the Company acquires an interest in the property, an
appropriate allocation of internal costs are capitalized as part of the depletable base of the property.





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.



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. 133, any gain or loss on such
contracts is treated as an adjustment to oil and gas revenue.  Cash activity related to 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". The statement requires the recognition
of all derivatives as either assets or liabilities in the balance sheet and the measurement of those instruments at fair value.  The accounting for changes in the fair value of a derivative depends on the planned use of the derivative and the resulting
designation.  The adoption of SFAS No. 133 in 2000 did not have a significant impact on the Company's financial position, results of operations or cash flows.





In December 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin No.101, Revenue Recognition in Financial Statements ("SAB No. 101").  SAB No. 101 provides guidance for revenue recognition under
certain circumstances.  The adoption of SAB 101 in 2000 has not had a significant impact on the Company's financial position, results of operations or cash flows.





(2)  Restricted Cash and Cash Equivalents:

Restricted cash and cash equivalents includes $1,143,000 and $1,128,000 at March 31, 2001 and December 31, 2000, respectively, of cash primarily pertaining to undistributed royalty payments. There were corresponding accounts payable
recorded at March 31, 2001 and December 31, 2000 for these liabilities.



(3)  Accounts Receivable:

Accounts receivable at March 31, 2001 and December 31, 2000 consisted of the following:





|                                      | March 31, | December 31,
|------------------------------------- | --------- | ------------
|                                      | 2001      | 2000        
|                                      |           |             
|Joint Interest Billing                | $         | 1,196,000   
|Trade Receivables                     |           | 1,435,000   
|Oil and Gas Sales                     |           | 3,437,000   
|Other                                 |           | 80,000      
|                                      |           | 6,148,000   
|Less, Allowance for doubtful
accounts |           | (146,000)   
|                                      | $         | 6,002,000   
|                                      |           |             







(4)  Property and equipment:

Property and equipment at March 31, 2001 and December 31, 2000 consisted of the following:







|                                        | March 31, | December 31,
|--------------------------------------- | --------- | ------------
|                                        | 2001      | 2000        
|                                        |           |             
|                                        |           |             
|Proved oil and gas properties at cost   | $         | 57,973,000  
|Unproved oil and gas properties at cost |           | 164,000     
|Less, accumulated depletion             |           |             
|and depreciation                        |           | (38,748,000)
|                                        |           | 19,389,000  
|                                        |           |             
|Furniture, fixtures and equipment       |           | 7,708,000   
|Less, accumulated depreciation          |           | (4,755,000) 
|                                        |           | 2,953,000   
|                                        |           |             
|Total net property and equipment        | $         | 22,342,000  
|                                        |           |             





5)  Long-Term Bank Debt:

The Company has been party to a series of credit agreements with its primary lender or its predecessors since 1983.  The current agreement, entered into in April 1995, provides for borrowings under a Master Note.  Advances under the
agreement, as amended, are limited to the borrowing base as defined in the agreement.  The borrowing base is re-determined by the lender on a semi-annual basis.  Since the beginning of 1999, the borrowing base has ranged from $20 million to $23.7 million.
 The credit agreement provides for interest on outstanding borrowings at the bank's base rate, as defined, payable monthly, or at rates ranging from 1.5% 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 combined average interest rates paid on outstanding borrowings subject to interest at the bank's base rate and on outstanding borrowings bearing interest based upon the LIBO rate were 7.91% during the first quarter of 2001 as
compared to 8.08% during the same period of 2000.  As of March 31, 2001 and December 31, 2000, respectively, the total outstanding borrowings were $17.1 million and $17.2 million with an additional $6.6 million and $1.75 million available, and $11 million
and $13.5 million of the amounts outstanding accruing interest at the LIBO rate option.



The Company's oil and gas properties as well as certain receivables and equipment are pledged as security under the loan agreement. The agreement requires the Company 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 and the amount of treasury stock the Company may purchase.



(6) Other Long-Term Obligations:



Other long-term obligations at March 31, 2001 and December 31, 2000 consisted of the following:







|                               | March 31, | December 31,
|------------------------------ | --------- | ------------
|                               | 2001      | 2000        
|                               |           |             
|Due under oil and gas property |           |             
|purchase (Note 7)              | $         | 1,771,000   
|Capital lease obligations      |           | 16,000      
|                               |           |             
|Less, current portion          |           | (854,000)   
|                               | $         | 933,000     

(7) Contingent Liabilities:



In connection with the purchase of oil and gas properties located in various counties in Oklahoma in November of 1999, the Company is committed to pay contingent consideration to the seller based upon the performance of the properties
purchased.  As of March 31, 2001 and December 31, 2000, the total estimated contingent consideration to be paid under this agreement was $1,771,000 and $1,850,000, respectively, of which $921,000 and $1,000,000, respectively, are included in 'Other
long-term obligations' and $850,000 is included in  'Current portion of other long-term obligations'.



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.

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 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.



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.



(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.  At March 31, 2001 and 2000, options on 767,500 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 were exercisable at $1.50 per share 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.



Due to related parties at March 31, 2001 and December 31, 2000 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.



In the first quarter of 2001, the Company purchased, in a number of separate transactions, 159,598 shares of treasury stock from related parties for total consideration of  $1,117,186.



(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:





|                      | Three Months Ended | Three Months Ended
|--------------------- | ------------------ | ------------------
|                      | March 31, 2001     | March 31, 2000    
|                      |                    |                   
|                      | Net
Income         | Number of         
|                      | Shares             | Amount            
|Net income per common |                    |                   
|share                 | $                  | 3,005,000         
|Effect of dilutive    |                    |                   
|securities:           |                    |                   
|Options               |                    |                   
|Diluted net income    |                    |                   
|Per common share      | $                  | 3,005,000         
|                      |                    |                   
|                      |                    |                   
|                      |                    |                   









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 2001were financed by internally generated
funds coupled with cash balances available at the prior year-end.



The Company has been party to a series of credit agreements with its primary lender or its predecessors since 1983.  The current agreement, entered into in April 1995, provides for borrowings under a Master Note.  Advances under the
agreement, as amended, are limited to the borrowing base as defined in the agreement.  The borrowing base is re-determined by the lender on a semi-annual basis.  Since the beginning of 1999, the borrowing base has ranged from $20 million to $23.7 million.
 The credit agreement provides for interest on outstanding borrowings at the bank's base rate, as defined, payable monthly, or at rates ranging from 1.5% 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 combined average interest rates paid on outstanding borrowings subject to interest at the bank's base rate and on outstanding borrowings bearing interest based upon the LIBO rate were 7.91% during the first quarter of 2001 as
compared to 8.08% during the same period of 2000.  As of March 31, 2001 and December 31, 2000, respectively, the total outstanding borrowings were $17.1 million and $17.2 million with an additional $6.6 million and $1.75 million available, and $11 million
and $13.5 million of the amounts outstanding accruing interest at the LIBO rate option.



The Company's oil and gas properties as well as certain receivables and equipment are pledged as security under the loan agreement. The agreement requires the Company 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 and the amount of treasury stock the Company may purchase.



The Company spent approximately $818,000 on the acquisition, exploration and development of oil and gas properties in the first three months of 2001, including $5,000 spent to repurchase limited partner interests from investors in the
oil and gas partnerships.



The Company also spent approximately $421,000 on field service equipment and $16,000 on computer hardware and software.



The Company spent $1,624,000 in the first three months of 2001 to acquire treasury stock.



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.





RESULTS OF OPERATIONS



The Company had net income of $3,005,000 in the three months ended March 31, 2001 as compared to $518,000 in the same period in 2000.  The increased profitability is attributable to increased oil and gas production, sharply higher gas
prices, and a substantial increase in field services income.



Oil and gas sales increased 83% in the three month period ending March 31, 2001 as compared to the same period in 2000, due to increased production, and a sharp increase in the average gas price received.  The table below summarizes
revenue in the periods under discussion.





|                        | Three Months Ended
|----------------------- | ------------------
|                        | March 31          
|                        |                   
|                        | 2001              
|                        |                   
|Barrels of Oil Produced | 71,916            
|Average Price Received  | $26.4197          
|                        |                   
|Oil Revenue             | $1,900,000        
|                        |                   
|Mcf of Gas Produced     | 902,872           
|Average Price Received  | $6.3741           
|                        |                   
|Gas Revenue             | $5,755,000        
|                        |                   
|Total Oil & Gas Revenue | $7,655,000        







The production increases in the first quarter of 2001 are primarily attributable to production from the following properties which were developed or purchased during 2000, none of which had any production in the first quarter of
2000:



- The Cadiz prospect contributed 81,000 Mcf of gas and 600 barrels of oil.  The Company drilled two successful wells on this property in 2000, the Brooks Trust #1 and the Brooks Trust #2.  Further development of this property, which
is located in Bee County, Texas, is planned in the future.



- The East Wakita prospect contributed 59,000 Mcf of gas and 100 barrels of oil.  During 2000, the Company successfully re-entered the Gott #1 well located in Grant County, Oklahoma.



- Seven wells located in Upton County, Texas, which were purchased in 2000, contributed 12,000 Mcf of gas and 2,800 barrels of oil.



- Additional interests purchased in 2000 in a group of wells operated by the Company in Garvin County, Oklahoma contributed 3,200 barrels of oil to production.



- Six wells located in Garvin County, Oklahoma, which were purchased in 2000, contributed 2,400 barrels of oil.



District operating income increased by $1,100,000, or 37%, between the first three months of 2001 and the first three months of 2000.  This increase reflects the Company's efforts to increase the amount of field service work it
performs on wells not operated by the Company, particularly through the expansion of its operations in the Midland, Texas area.



Administrative revenue for the first three months of 2001 was $384,000 as compared to $375,000 in 2000, an increase of 2%.  Amounts received in both 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 three months of 2001 increased by 37% or $706,000 compared to the first three months of 2000.  $257,000 of this increase is attributable to the major properties developed or purchased during 2000,
which are discussed above.  Higher severance taxes, which are based on a percentage of revenue from an oil and gas property, also contributed to the increase.



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 $125,000 in the three months ended March 31, 2001, as compared to $200,000 in the same period of the prior year.



District operating expense increased by $756,000, or 31%, in the first quarter of 2001 as compared to the first quarter of 2000.  This increase reflects the labor and fuel costs associated with the increase in District operating income
discussed above.



General and administrative expenses declined by 7% to $1,100,000 from $1,187,000 in the three months ended March 31, 2001 as compared to the same period last year. In the first quarter of 2000, the Company incurred significant
nonrecurring compensation and employee benefit costs related to the resignation of a company employee.  This change was offset by the reduction in reimbursements noted above.

Exploration costs were $278,000 in the first three months of 2001 as compared to $122,000 during the same period in 2000. The 2001 costs consist primarily of the cost of a dry hole drilled in Calhoun County, Texas.

Interest expense during the first three months of 2001 decreased approximately 22% to $293,000 due primarily to lower average balances.



Tax expense increased to $751,000 in the first three months ended March 31, 2001, as compared to $71,000 in the same period in the previous year.  In 2000, the Company utilized significant net operating loss carryforwards which had
previously been fully reserved against, thereby lowering its effective tax rate.



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.



Item 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



Our market risk sensitive instrument at March 31, 2001 is a revolving line of credit from a bank.  The interest rate on this debt is sensitive to market fluctuations; however, we do not believe that significant fluctuations in the
market rate of interest have a material effect on our consolidated financial position, results of operations, or cash flow from operations.



PART II - OTHER INFORMATION

Item 1.	LEGAL PROCEEDINGS

None

Item 2.	CHANGES IN SECURITIES AND USE OF PROCEEDS

None

Item 3.	DEFAULTS UPON SENIOR SECURITIES

None

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

None



Item 6. EXHIBITS AND REPORTS ON FORM 8K



No reports on form 8K were filed by the Company during the three months ended March 31, 2001.











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)                              
|            |                                           
|            |                                           
|            |                                           
|May 9, 2001 | /s/ Charles E. Drimal,Jr.                 
|(Date)      | ------------------------------            
|            | Charles E. Drimal, Jr.                    
|            | President                                 
|            | Principal Executive Officer               
|            |                                           
|            |                                           
|            |                                           
|May 9, 2001 | /s/ Beverly A. Cummings                   
|(Date)      | -------------------------------           
|            | Beverly A. Cummings                       
|            | Executive Vice President                  
|            | Principal Financial and Accounting Officer