|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, 2006                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|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                                                                               84-0637348                                                                                                                                                                                                                                                                                                                                                                                                   
|(State or other jurisdiction of incorporation or organization) (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)                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Indicated by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject so such filings required for the past 90 days.                                                                                                                           Yes [X]    No [  ]
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act). (Check One).  Large  Accelerated Filer [   ]                    Accelerated Filer [   ]                     Non-Accelerated Filer [ X ]                                                                                                                        
|Indicated by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [  ]    No [ X ]                                                                                                                                                                                                                                                                                                                                                              
|The number of shares outstanding of each class of the Registrant's Common Stock as of May 11, 2006 was: Common Stock, $0.10 par value, 3,296,879 shares.                                                                                                                                                                                                                                                                                                                                            





|                                                                                              | PrimeEnergy Corporation                                                                                                           |     
|--------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------- | ----
|                                                                                              | Index to Form 10-Q                                                                                                                |     
|                                                                                              | March 31, 2006                                                                                                                    |     
|                                                                                              |                                                                                                                                   |     
|                                                                                              |                                                                                                                                  
|Part I - Financial Information                                                                |                                                                                                                                  
|                                                                                              |                                                                                                                                   |     
|Item 1. Financial Statements                                                                  |                                                                                                                                  
|                                                                                              |                                                                                                                                   |     
|                                                                                              | Consolidated Balance Sheets  March 31, 2006 and December 31, 2005                                                                 | 3-4 
|                                                                                              |                                                                                                                                   |     
|                                                                                              | Consolidated Statements of Operations for the three months ended  March 31, 2006 and 2005                                         | 5   
|                                                                                              |                                                                                                                                   |     
|                                                                                              | Consolidated Statement of Stockholders' Equity for the three months ended March 31, 2006 and for the year ended December 31, 2005 | 6   
|                                                                                              |                                                                                                                                   |     
|                                                                                              | Consolidated Statements of Cash Flows for the three months ended March 31, 2006 and 2005                                          | 7   
|                                                                                              |                                                                                                                                   |     
|                                                                                              | Notes to Consolidated Financial Statements                                                                                        | 8-13
|                                                                                              |                                                                                                                                   |     
|Item 2. Management's Discussion and Analysis of Financial Conditions and Results of Operation | 14-17                                                                                                                            
|                                                                                              |                                                                                                                                   |     
|Item 3. Quantitative and Qualitative Disclosures About Market Risk                            | 17                                                                                                                               
|                                                                                              |                                                                                                                                   |     
|Item 4. Internal Controls and Procedures                                                      |                                                                                                                                   | 18  
|                                                                                              |                                                                                                                                  
|Part II -  Other Information                                                                  |                                                                                                                                  
|                                                                                              |                                                                                                                                   |     
|Item 1. Legal Proceedings                                                                     | 19                                                                                                                               
|Item 2. Changes in Securities and Use of Proceeds                                             | 19                                                                                                                               
|Item 3. Defaults Upon Senior Securities                                                       | 19                                                                                                                               
|Item 4. Submission of Matters to a Vote of Security Holders                                   | 19                                                                                                                               
|Item 5. Other Information                                                                     | 19                                                                                                                               
|Item 6. Exhibits And Reports On Form 8-K                                                      | 19                                                                                                                               
|                                                                                              |                                                                                                                                   |     
|Signatures                                                                                    | 20                                                                                                                               
|                                                                                              |                                                                                                                                  
|                                                                                              |                                                                                                                                  





2



|PrimeEnergy CorporationConsolidated Balance Sheets
March 31, 2006 and December 31, 2005
|---------------------------------------------------------------------------------------
|                                                                                       
|ASSETS                                                                                 
|Current assets:                                                                        
|Cash and cash equivalents                                                              
|Restricted cash and cash equivalents                                                   
|Accounts receivable                                                                    
|Due from related parties                                                               
|Prepaid expenses                                                                       
|Other current assets                                                                   
|                                                                                       
|Total current assets                                                                   
|                                                                                       
|                                                                                       
|Property and equipment, at cost                                                        
|Oil and gas properties (successful efforts method), net                                
|Field service equipment and other, net                                                 
|                                                                                       
|Net property and equipment                                                             
|                                                                                       
|                                                                                       
|Other assets                                                                           
|                                                                                       
|Total assets                                                                           
|                                                                                       



































See accompanying notes to the consolidated financial statements.





3





|PrimeEnergy Corporation
Consolidated Balance Sheets
March 31, 2006 and December 31, 2005
|----------------------------------------------------------------------------------------
|                                                                                        
|                                                                                        
|LIABILITIES and STOCKHOLDERS' EQUITY                                                    
|Current liabilities:                                                                    
|Accounts payable                                                                        
|Current portion of asset retirement and other long term obligation                      
|Accrued liabilities                                                                     
|Due to related parties                                                                  
|                                                                                        
|Total current liabilities                                                               
|                                                                                        
|Long-term bank debt                                                                     
|Asset retirement  obligation                                                            
|Deferred income taxes                                                                   
|                                                                                        
|Total liabilities                                                                       
|                                                                                        
|                                                                                        
|Minority Interest                                                                       
|                                                                                        
|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 7,694,970 in 2006 and 2005                                    
|Paid in capital                                                                         
|Retained earnings                                                                       
|                                                                                        
|                                                                                        
|Treasury stock, at cost, 4,391,791 common shares                                        
|at 2006 and 4,367,155 common shares at 2005                                             
|                                                                                        
|Total stockholders' equity                                                              
|                                                                                        
|Total                                                                                   
|                                                                                        







See accompanying notes to the consolidated financial statements.



4





|PrimeEnergy CorporationConsolidated Statements of Operations
Three Months Ended March 31, 2006 and 2005
(unaudited)
|-------------------------------------------------------------------------------------------------------------------
|                                                                                                                   
|Revenue:                                                                                                           
|Oil and gas sales                                                                                                  
|Field service income                                                                                               
|Administrative overhead fees                                                                                       
|Interest and other income                                                                                          
|                                                                                                                   
|Total revenue                                                                                                      
|                                                                                                                   
|Costs and expenses:                                                                                                
|Lease operating expense                                                                                            
|Field service expense                                                                                              
|Depreciation, depletion and amortization                                                                           
|General and administrative expense                                                                                 
|Exploration costs                                                                                                  
|                                                                                                                   
|                                                                                                                   
|Total costs and expenses                                                                                           
|                                                                                                                   
|Income from operations                                                                                             
|Interest expense                                                                                                   
|Gain on sale and exchange of assets                                                                                
|                                                                                                                   
|Net income before income taxes                                                                                     
|                                                                                                                   
|Provision for income taxes                                                                                         
|                                                                                                                   
|Net income                                                                                                         
|                                                                                                                   
|                                                                                                                   
|Basic income per common share                                                                                      
|                                                                                                                   
|Diluted income per common share                                                                                    









See accompanying notes to the consolidated financial statements.



5



PrimeEnergy CorporationConsolidated Statement of Stockholders' Equity
Three Months Ended March 31, 2006
(unaudited)



|                             | Common Stock | Paid In    | Retained      | Treasury          |               
|---------------------------- | ------------ | ---------- | ------------- | ----------------- | --------------
|                             | Shares       | Amount     | Capital       | Earnings          | Stock         
|Balance at December 31, 2004 | 7,694,970    | $  769,000 | $ 11,024,000  | $ 22,653,000      | $(16,209,000) 
|Purchased  164,410 shares of |              |            |               |                   |               
|common stock                 |              |            |               |                   | (4,456,000)   
|Net income                   |              |            |               | 25,955,000        |               
|                             | -----------  | ---------- | ------------- | ----------------- | --------------
|Balance at December 31, 2005 | 7,694,970    | $  769,000 | $ 11,024,000  | $ 48,608,000      | $(20,665,000) 
|Purchased  164,410 shares of |              |            |               |                   |               
|common stock                 |              |            |               |                   | (1,235,000)   
|Net income                   |              |            |               | 3,978,000         |               
|                             | -----------  | ---------- | ------------- | -------------     | --------------
|Balance at March 31, 2006    | 7,694,970    | $  769,000 | $ 11,024,000  | $ 52,586,000      | $(21,900,000) 
|                             | =======      | ======     | =========     | =========         | =========     









































See accompanying notes to the consolidated financial statements.





6





|PrimeEnergy Corporation
Consolidated Statements of Cash Flows
Three Months Ended March 31, 2006 and 2005
(unaudited)
|--------------------------------------------------------------------------------------------------------------------
|                                                                                                                    
|                                                                                                                    
|Cash flows from operating activities:                                                                               
|Net income                                                                                                          
|Adjustments to reconcile net income to net cash provided by                                                         
|operating activities:                                                                                               
|Depreciation, depletion, amortization and accretion                                                                 
|on discounted liabilities                                                                                           
|Dry hole and abandonment expense                                                                                    
|Gain on sale of properties                                                                                          
|Stock based compensation expense                                                                                    
|Provision for deferred taxes                                                                                        
|Changes in assets and liabilities:                                                                                  
|Accounts receivable                                                                                                 
|Due from related parties                                                                                            
|Prepaid expense and other assets                                                                                    
|Accounts payable                                                                                                    
|Accrued liabilities                                                                                                 
|Due to related parties                                                                                              
|                                                                                                                    
|Net cash provided by operating activities:                                                                          
|                                                                                                                    
|Cash flows from investing activities:                                                                               
|Capital expenditures, including exploration expense                                                                 
|Proceeds from sale of property and equipment                                                                        
|                                                                                                                    
|Net cash (used in) investing activities                                                                             
|                                                                                                                    
|Cash flows from financing activities:                                                                               
|Purchase of treasury stock                                                                                          
|Proceeds from long-term bank debt                                                                                   
|Repayment of long-term bank debt                                                                                    
|                                                                                                                    
|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.



7



PrimeEnergy Corporation

Notes to Consolidated Financial Statements

March 31, 2006

(1) Interim Financial Statements:

The accompanying consolidated financial statements of PrimeEnergy Corporation, with the exception of the consolidated balance sheet at December 31, 2005, have not been audited by independent public accountants. In the opinion of management, the accompanying financial statements reflect all adjustments necessary to present fairly our financial position at March 31, 2006 and our income and cash flows for the three months ended March 31, 2006 and 2005.  All such adjustments are of a normal recurring nature.  Certain amounts presented in prior period financial statements have been reclassified for consistency with current period presentation.  The results for interim periods are not necessarily indicative of annual results.

(2) Significant Acquisitions, Dispositions and Property Activity

In August 2005, the Company completed a transaction involving its interests in certain offshore Gulf of Mexico properties effective April 1, 2005 (the "Partners transaction"). Prime Offshore L.L.C. ("Prime Offshore") formerly, F-W Oil Exploration L.L.C., a subsidiary of the Company, entered into a limited partnership agreement (the "Partners Agreement"), wherein Prime Offshore is the General Partner of FWOE Partners L.P. ("Partners") formed for the acquisition, development and operation of oil and gas properties and pipelines, equipment, facilities and fixtures appurtenant thereto, in off-shore Gulf of Mexico (the "Properties"). Prior to entering into the Partners Agreement, Prime Offshore had distributed interests in the Properties to the minority shareholders of Prime Offshore and the Company purchased all of the outstanding shares of such minority shareholders for $250,000, resulting in the Company's 100% ownership of Prime Offshore.



Prime Offshore contributed all of its interest in the Properties to Partners in exchange for an initial 20% General Partner interest in Partners and a cash distribution of $43.2 million. Partners purchased the interests previously distributed to the former minority shareholders for $27.7 million. The entire $70.9 million expended by Partners was funded by a cash contribution by the Limited Partner. The cash distribution includes adjustments for estimated net revenues from the effective date of April 1, 2005, estimated capital expenditures and other typical closing adjustments.



In July 2005, the Company completed the sale of certain leasehold and exploration rights in prospects generated in the Company's onshore Texas 2-d Seismic Exploration Program in exchange for a cash payment of $3.5 million.



As more fully described in Note 8, the Company is committed to offer to repurchase the interests of the partners and trust unit holders in certain of the Partnerships. The Company purchased such interests in an amount totaling $92,426 is for the three months ending March 31, 2006 and $1,217,416 for the year ending December 31, 2005. The Company's proportionate share of assets, liabilities and results of operations related to the interests in the Partnerships are included in the consolidated financial statements.





8

PrimeEnergy Corporation

Notes to Consolidated Financial Statements

March 31, 2006



(3) Restricted Cash and Cash Equivalents:

Restricted cash and cash equivalents include $1,810,000 and $1,797,000 at March 31, 2006 and December 31, 2005, respectively, of cash primarily pertaining to undistributed royalty payments. There were corresponding accounts payable recorded at March 31, 2006 and December 31, 2005 for these liabilities.



(4) Additional Balance Sheet Information

Certain balance sheet amounts are comprised of the following:



|                                      | March 31, 2006 | December 31, 2005
|------------------------------------- | -------------- | -----------------
|Accounts Receivable:                  |                |                  
|Joint Interest Billing                | $              | 8,292,000        
|Trade Receivables                     |                | 2,718,000        
|Oil and Gas Sales                     |                | 7,539,000        
|Other                                 |                | 356,000          
|                                      |                | ---------------  
|                                      | $              | 18,905,000       
|Less, Allowance for doubtful accounts |                | (605,000)        
|                                      |                | --------------   
|                                      | $              | 18,300,000       
|                                      |                | =========        
|Accounts Payable:                     |                |                  
|Trade                                 | $              | 18,743,000       
|Royalty and other owners              |                | 6,946,000        
|Other                                 |                | 1,640,000        
|                                      |                | ---------------- 
|Total                                 | $              | 27,329,000       
|                                      |                | =========        
|Accrued Liabilities:                  |                |                  
|Payroll and benefits                  | $              | 2,211,000        
|Interest                              |                | 400,000          
|Other                                 |                | 3,741,000        
|                                      |                | ---------------  
|Total                                 | $              | 6,352,000        
|                                      |                | =========        













9











PrimeEnergy Corporation

Notes to Consolidated Financial Statements

March 31, 2006

(5) Property and Equipment:

Property and equipment at March 31, 2006 and December 31, 2005 consisted of the following:



|                                         | March 31, | December 31,    
|---------------------------------------- | --------- | ----------------
|                                         | 2006      | 2005            
|                                         |           |                 
|Proved oil and gas properties, at cost   | $         | 132,304,000     
|Unproved oil and gas properties, at cost |           | 18,400,000      
|Less, accumulated depletion              |           |                 
|and depreciation                         |           | (68,213,000)    
|                                         |           | ----------------
|                                         | $         | 82,491,000      
|                                         |           |                 
|Field service equipment and other        |           | 12,709,000      
|Less, accumulated depreciation           |           | (7,418,000)     
|                                         |           | ----------------
|                                         | $         | 5,291,000       
|                                         |           | ----------------
|Total net property and equipment         | $         | 87,782,000      
|                                         |           | =========       

(6) Long-Term Bank Debt:

As of December 2002, the Company entered into a credit agreement with a new primary lender. The Company and the lender agreed to amend and restate in its entirety the credit agreement dated April 26, 1995, between the Company and its predecessor lender. This agreement will continue to provide 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. The Company's borrowing base as of March 2005 was determined to be $41,000,000. The credit agreement provides for interest on outstanding borrowings at the bank's base rate, as defined, payable monthly, or at rates 2% over the London Inter-Bank Offered Rate (LIBO rate) payable at the end of the applicable interest period.



All borrowings under the Company's credit agreement are due April, 2007. 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 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 7.54% during the first three months of 2006 as compared to 5.42% during the same period of 2005.  Outstanding borrowings were $28,485,000 as of March 31, 2006 and $28,050,000 as of December 31, 2005.



10

PrimeEnergy Corporation

Notes to Consolidated Financial Statements

March 31, 2006



(7) Other Long-Term Obligations and Commitments:

Operating Leases:

The Company has several non-cancelable operating leases, primarily for rental of office space, that have a term of more than one year.



|                       |   |           | Operating Leases  | 
|---------------------- | - | --------- | ----------------- | 
|2006                   |   | 385,000   |                  
|2007                   |   | 504,000   |                  
|2008                   |   | 451,000   |                  
|2009                   |   | 275,000   |                  
|Thereafter             |   | 8,000     |                  
|                       |   |           | ----------------- | 
|Total minimum payments | $ | 1,623,000 |                  
|                       |   |           | ==========        | 

Asset Retirement Obligation:

A reconciliation of our liability for plugging and abandonment costs for the three months ended March 31, 2006 and the year ended December 31, 2005 is as follows:



|                                                  |   |           | March 31, 2006    |           | December 31, 2005  
|------------------------------------------------- | - | --------- | ----------------- | --------- | -------------------
|Asset retirement obligation - beginning of period | $ | 2,594,000 | $                 | 390,000  
|Liabilities incurred                              |   | 500,000   |                   | 1,456,000
|Liabilities settled                               |   | (42,000)  |                   | (116,000)
|Accretion expense                                 |   | 16,000    |                   | 80,000   
|Change in estimate                                |   | 25,000    |                   | 784,000  
|                                                  |   |           | ----------------- |           | -------------------
|Asset retirement obligation - end of period       | $ | 3,093,000 | $                 | 2,594,000
|                                                  |   |           | ==========        |           | ===========        



The Company's liability is determined using significant assumptions, including current estimates of plugging and abandonment costs, annual inflation of these costs, the productive life of wells and our risk-adjusted interest rate.  Changes in any of these assumptions can result in significant revisions to the estimated asset retirement obligation.  Revisions to the asset retirement obligation are recorded with an offsetting change to producing properties, resulting n prospective changes to depreciation, depletion and amortization expense and accretion of discount.  Because of the subjectivity of assumptions and the relatively long life of most of our wells, the costs to ultimately retire our wells may vary significantly from previous estimates.



Field Equipment Commitments:



As of March 31, 2006, the Company has a commitment to purchase certain field equipment requiring payments during 2006 totaling $1,533,000.





11

PrimeEnergy Corporation

Notes to Consolidated Financial Statements

March 31, 2006

(8) Contingent Liabilities:

The Company, as managing general partner of the affiliated Partnerships, is responsible for all Partnership activities, including the drilling of development wells and the production and sale of oil and gas from productive wells. The Company 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 of March 31, 2006, the affiliated Partnerships have established cash reserves in excess of their debts and liabilities and the Company believes these reserves will be sufficient to satisfy Partnership 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, the Company is committed to offer to purchase the limited partners' interest in certain of its managed Partnerships at various annual intervals. Under the terms of a partnership agreement, the Company is not obligated to purchase an amount greater than 10% of the total partnership interest outstanding. In addition, the Company will be obligated to purchase interests tendered by the limited partners only to the extent of one hundred fifty 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 less than $500,000.



The Company owns approximately a 27% interest in a limited partnership which owns a shopping center in Alabama. The Company is a guarantor on a mortgage secured by the shopping center. The Company believes the cash flow from the center is sufficient to service the mortgage. The market value of the center is currently substantially higher than the balance owed on the mortgage. If the partnership were unable to pay its obligations under the mortgage agreement, the maximum amount the Company is committed to pay is $125,000.



(9) 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, 2006 and 2005, options on 767,500 were outstanding and exercisable at prices ranging from $1.00 to $1.25.



In January 2006, the company issued shares of one of its subsidiaries to two key executives. The Company recognized compensation expense of $1,313,000 reflecting the fair market value of the shares.

12



PrimeEnergy Corporation

Notes to Consolidated Financial Statements

March 31, 2006

(10) Related Party Transactions:

PEMC acts as the managing general partner, providing administration, accounting and tax preparation services for the Partnerships. Certain directors have limited and general partnership interests in several of these Partnerships. As the managing general partner in each of the Partnerships, PEMC receives approximately 5% to 15% of the net revenues of each Partnership as a carried interest in the Partnerships' properties. As more fully described in Note 8, the Company is committed to offer to repurchase the interests of the partners and trust unit holders in certain of the Partnerships. The Company purchased such interests in an amount totaling $92,426 in the first quarter 2006 and $1,217,746 in 2005.



The Partnership agreements allow PEMC to receive reimbursement for property acquisition and development costs and general and administrative overhead, incurred on behalf of the Partnerships.



Due to related parties primarily represents receipts collected by the Company as agent, for oil and gas sales net of expenses. The amount of such receipts due the affiliated Partnerships was $1,919,000 and $1,432,000 at March 31, 2006 and December 31, 2005, respectively.



Receivables from related parties consist of reimbursable general and administrative costs, lease operating expenses and reimbursement for property development and related costs. Due from related parties was $2,503,000 at March 31, 2006 and $985,000 at December 31, 2005.



(11) 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 March 31, 2006 | Three Months Ended March 31, 2005
|------------------------------ | ---------------------------------- | ---------------------------------
|                               | Net
Income                         | Number of                        
|                               | Shares                             | Amount                           
|Net income per  common share   | $                                  | 3,978,000                        
|Effect of dilutive securities: |                                    |                                  
|Options                        |                                    |                                  
|                               |                                    | -------------                    
|Diluted net income             |                                    |                                  
|per common share               | $                                  | 3,978,000                        
|                               |                                    | ========                         





13

PrimeEnergy Corporation

Notes to Consolidated Financial Statements

March 31, 2006

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.



LIQUIDITY AND CAPITAL RESOURCES



Cash flow provided by operations for the three month period ended March 31, 2006 was $6,786,000. The Company has the ability to supplement cash requirements with borrowings under credit agreements maintained with the Company's lender.



Excluding the effects of significant unforeseen expenses or other income, our cash flow from operations fluctuates primarily because of variations in oil and gas production and prices or changes in working capital accounts. Our oil and gas production will vary based on actual well performance but may be curtailed due to factors beyond our control. Hurricanes in the Gulf of Mexico may shut down our production for the duration of the storm's presence in the Gulf or damage production facilities so that we cannot produce from a particular property for an extended amount of time. In addition, downstream activities on major pipelines in the Gulf of Mexico can also cause us to shut-in production for various lengths of time.



Our realized oil and gas prices vary due to world political events, supply and demand of products, product storage levels, and weather patterns. We sell the vast majority of our production at spot market prices. Accordingly, product price volatility will affect our cash flow from operations. To mitigate price volatility we sometimes lock in prices for some portion of our production through the use of financial instruments.



The Company's activities include development and exploratory drilling.  The Company's strategy is to develop a balanced portfol'o of drilling prospect that includes lower risk wells with a high probability of success and higher risk wells with greater economic potential.



As of March 31, 2006, the Company had net capitalized costs related to oil and gas properties of $82.5 million, including $18.4 million of undeveloped properties. Additions during the first quarter of 2006 totaled $19.3 million.



We expect to continue to make significant capital expenditures over the next several years as part of our long-term growth strategy.  We have budgeted $100 million for capital expenditures in 2006.  We project that we will spend $80 million in the Gulf of Mexico and $20 million on onshore wells.







14



PrimeEnergy Corporation

March 31, 2006

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)



Our offshore exploration and development budget for 2006 is $80 million including facility construction and installation.  As of March 2006, the Company has incurred costs of $16.8 million related to equipment and drilling operations in the Gulf of Mexico as part of our program to develop our offshore properties. Three wells have been drilled and are in various stages of testing and completion. We have budgeted $20 million for onshore exploration and development in our core operating areas. The Company has committed approximately $4.2 million on wells in these areas that have been spudded during the quarter ending March 31, 2006.



The Company has in place both a stock repurchase program and a limited partnership interest repurchase program.  Under these programs the Company expects to expend approximately $5 million in 2006. During the first quarter of 2006 the Company spent $92,244 to repurchase limited partnership interests from investors in its oil and gas partnerships and $1,235,000 to repurchase shares of its treasury stock.



The Company has committed to purchase or refurbish field rigs throughout 2006 totaling $2.26 million.  These rigs are expected to be in service some time before the end of 2006.



If our exploratory drilling results in significant new discoveries, we will have to expend additional capital in order to finance the completion, development, and potential additional opportunities generated by our success. We believe that, because of the additional reserves resulting from the success and our record of reserve growth in recent years, we will be able to access sufficient additional capital through additional bank financing.



Effective March 2005, we agreed with our lenders to increase the Company's borrowing base to $41,000,000.  As of March 31, 2006, $28,485,000 was borrowed under the facility.  The bank reviews the borrowing base semi-annually and, at their discretion, may decrease or propose an increase to the borrowing base relative to a redetermined estimated of proved oil and gas reserves.  Our oil and gas properties are pledged as collateral for the line of credit and we are subject to certain financial covenants defined in the agreement. We are currently in compliance with these financial covenants defined in the agreement.  If we do not comply with these covenants on a continuing basis, the lenders have the right to refuse to advance additional funds under the facility and/or declare all principal and interest immediately due and payable.



It is the goal of the Company to increase its oil and gas reserves and production through the acquisition and development of oil and gas properties. The Company also continues to explore and consider opportunities to further expand its oilfield servicing revenues through additional investment in field service equipment. However, the majority of the Company's capital spending is discretionary, and the ultimate level of expenditures will be dependent on the Company's assessment of the oil and gas business environment, the number and quality of oil and gas prospects available, the market for oilfield services, and oil and gas business opportunities in general.



15

PrimeEnergy Corporation

March 31, 2006

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)



RESULTS OF OPERATIONS



Revenues and net income during the three month period ended March 31, 2006, as compared to the same periods in 2005 reflect the increased oil and gas sales, presented below, offset by exploration costs and depreciation and depletion of oil and gas properties.





|                        | Three Months Ended                                     
|----------------------- | -------------------------------------------------------
|                        | March 31,                                              
|                        | -------------------------------------------------------
|                        |                                                        
|                        | 2006                                                   
|                        |                                                        
|Barrels of Oil Produced | 84,000                                                 
|Average Price Received  | $59.36                                                 
|                        | ---------------                                        
|Oil Revenue             | $ 4,986,000                                            
|                        | ---------------                                        
|Mcf of Gas Produced     | 1,341,000                                              
|Average Price Received  | $7.81                                                  
|                        | ---------------                                        
|Gas Revenue             | $10,473,000                                            
|                        | ---------------                                        
|Total Oil & Gas Revenue | $15,459,000                                            
|                        | =========                                              



Changes in production are due to production from properties added during 2005 offset by the natural decline of existing properties.



Lease operating expense for the three months of 2006 increased by $862,000 compared to 2005 due to increased production tax expense related to the change in revenue, lease operating expenses of new properties, and overall price increases in oil field services.



General and administrative expenses increased by $1,407,000, in the first three months of 2006 as compared to 2005, including $1,313,000 representing fair market value of subsidiary stock issued to two key executives.



Field Service income and expense for the three months of 2006 increased $1,420,000 and $1,026,000, respectively, compared to 2005. These increases reflect higher utilization of equipment combined with an upward trend in rates during 2005.



Administrative overhead fees increased by $786,000 reflecting the COPAS escalation combined with fees related to the operation of properties owned by FWOE Partners L.P.



Depreciation, depletion and amortization expense increased to $3,317,000 in 2006 from $3,099,000 in 2005. This increase is related to the additional capital expended during 2005 combined with increased production.

16

PrimeEnergy Corporation

March 31, 2006

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)



Exploration costs of $547,000 in the first quarter of 2006 and $262,000 were incurred in drilling one dry hole in each quarter.

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



The Company is exposed to interest rate risk on its line of credit, which has variable rates based upon the lenders base rate, as defined, and the London Inter-Bank Offered rate. Based on the weighted average balances outstanding during the first quarter of 2006, a hypothetical 2.5% increase in the applicable interest rates would have increased interest expense for the three months ended March 31, 2006 by approximately $156,000.

Oil and gas prices have historically been extremely volatile, and have been particularly so in recent years.  The Company did not enter into significant hedging transactions during the three month period ending March 31, 2006. The company had no open hedging transactions at March 31, 2006 or December 31, 2005.  Declines in domestic oil and gas prices could have a material adverse effect on the Company's revenues, operating results, estimates of economically recoverable reserves and the net revenue there from.







17











PrimeEnergy Corporation

March 31, 2006

Item 4. INTERNAL CONTROLS AND PROCEDURES.

(a) Evaluation of disclosure controls and procedures.



Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934 as of the end of the period covered by this Quarterly Report on Form 10-Q. The evaluation included certain internal control areas in which we have made and are continuing to make changes to improve and enhance controls. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.



Based on that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.



(b) Changes in internal control over financial reporting.



There were no changes in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



Management is currently in the process of comprehensively documenting and further analyzing our system of internal control over financial reporting. We are in the process of designing enhanced processes and controls to address any issues identified through this review. We plan to continue this initiative as well as prepare for our first management report on internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002 which may result in changes to our internal control over financial reporting.





18



















PrimeEnergy Corporation

March 31, 2006



PART II - OTHER INFORMATION

Item 1.	LEGAL PROCEEDINGS

From time to time, the Company is party to certain legal actions and claims arising in the ordinary course of business. While the outcome of these events cannot be predicted with certainty, management does not expect these matters to have a materially adverse effect on the financial position or results of operations of the Company.

Item 2.	CHANGES IN SECURITIES AND USE OF PROCEEDS

During the three months ended March 31, 2006, the Company purchased the following shares of common stock as treasury shares.





|2006 Month    |  | Number of Shares | Average Price Paid per share |  | Maximum Number of Shares that May Yet Be Purchased Under The Plan (1)
|------------- |  | ---------------- | ---------------------------- |  | ---------------------------------------------------------------------
|January       |  | 21,890           | $ 49.23                      |  | 154,994                                                              
|February      |  | 1,503            | 53.15                        |  | 153,491                                                              
|March         |  | 1,243            | 62.10                        |  | 152,248                                                              
|              |  | -----------      |                              |  |                                                                      
|Total/Average |  | 24,636           | $ 50.12                      |  |                                                                      
|              |  | ======           |                              |  |                                                                      

(1)  In December 1993, we announced that our board of directors authorized a stock repurchase program whereby we may purchase outstanding shares of our common stock from time-to-time, in open market transactions or negotiated sales. A total of 2,400,000 shares have been authorized, to date, under this program.  Through March 31, 2006 a total of 2,247,752 under this program for $18,620,828 at an average price of $8.28 per share.  Additional purchases of shares may occur as market conditions warrant. We expect future purchases will be funded with internally generated cash flow or from working capital.

Item 3.	DEFAULTS UPON SENIOR SECURITIES

None

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

None

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, 2006.



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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 15, 2006 | /s/ Charles E. Drimal, Jr.                
|(Date)       | ------------------------------            
|             | Charles E. Drimal, Jr.                    
|             | President                                 
|             | Principal Executive Officer               
|             |                                           
|             |                                           
|             |                                           
|May 15, 2006 | /s/ Beverly A. Cummings                   
|(Date)       | -------------------------------           
|             | Beverly A. Cummings                       
|             | Executive Vice President                  
|             | Principal Financial and Accounting Officer































20