U.S. SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                     ________________________________
                                     
                                FORM 10-QSB
                                     
/X/   Quarterly  Report Under Section 13 or 15(d)  of  the  Securities
Exchange Act of 1934

For the Quarterly Period Ended June 30, 1997

                                    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 August 12, 1997 was:  Common  Stock,  $0.10  par
value, 4,659,249 shares.

<PAGE>
                          PrimeEnergy Corporation
                                     
                           Index to Form 10-QSB
                                     
                               June 30, 1997
                                     
                                     

Part I -  Financial Information

Consolidated Balance Sheets - June 30, 1997 and
December 31, 1996                                                3-4

Consolidated Statements of Operations for the six months
ended June 30, 1997 and 1996                                     5

Consolidated Statements of Operations for the three months
ended June 30, 1997 and 1996                                     6

Consolidated Statement of Stockholders' Equity for the
six months ended June 30, 1997                                   7

Consolidated Statements of Cash Flows for the six months
ended June 30, 1997 and 1996                                     8

Notes to Consolidated Financial Statements                       9-17

Management's Discussion and Analysis of Financial Condition
and Results of Operations                                        18-23


Part II - Other Matters                                          24

Signatures                                                       25



                                    2
<PAGE>
                          PrimeEnergy Corporation
                                     
                        Consolidated Balance Sheets
                                     
                    June 30, 1997 and December 31, 1996

                                              June 30,   December 31,
                                                1997         1996
                                            (Unaudited)   (Audited)
Current assets:
  Cash and cash equivalents                $ 2,376,000   $ 3,316,000
  Restricted cash and cash
    equivalents (Note 2)                        963,000      663,000
  Accounts receivable (Note 3)                4,252,000    5,052,000
  Due from related parties (Note 10)          1,919,000    2,184,000
  Other current assets                          268,000      266,000
  Prepaid expenses                              161,000      150,000
  Deferred income taxes                         119,000      119,000
                                             ----------   ----------
      Total current assets                   10,058,000   11,750,000
                                             ----------   ----------

Property and equipment, at cost(Notes 1 and 4):
  Oil and gas properties (successful
    efforts method):
      developed                              35,891,000   36,645,000
      undeveloped                                58,000      179,000
  Furniture, fixtures and equipment
   including leasehold improvements           5,628,000    5,269,000
                                             ----------   ----------
                                             41,577,000   42,093,000
  Accumulated depreciation and depletion    (22,239,000) (21,860,000)
                                             ----------   ----------
    Net property and equipment               19,338,000   20,233,000
                                             ----------   ----------

Other assets                                    597,000      607,000
Due from affiliates                             325,000      325,000
                                             ----------   ----------
    Total assets                           $ 30,318,000  $32,915,000
                                             ==========   ==========








See accompanying notes to the consolidated financial statements.

                                   3     
<PAGE>


                          PrimeEnergy Corporation
                                     
                        Consolidated Balance Sheets
                                     
                    June 30, 1997 and December 31, 1996

                                              June 30,   December 31,
                                                1997         1996
                                            (Unaudited)    (Audited)
Current liabilities:
  Current portion of other long-term
    obligations (Note 6)                   $     55,000  $    73,000
  Accounts payable                            4,466,000    5,297,000
  Accrued liabilities:
    Payroll, Benefits and related Items         901,000      494,000
    Taxes (Note 1)                               17,000       11,000
    Interest and other                          829,000      774,000
  Due to related parties (Note 10)            1,737,000    1,298,000
                                             ----------   ----------
    Total current liabilities                 8,005,000    7,947,000
                                             ----------   ----------

Long-term bank debt (Note 5)                 15,050,000   17,400,000
Other long-term obligations (Note 6)              1,000      243,000
Deferred income taxes (Note 1)                  240,000      240,000
Payable for encumbered treasury
  stock (Note 7)                                158,000      621,000

Stockholders' equity:
  Preferred stock, $.10 par, authorized
    10,000 shares; none issued                   --           --
  Common stock, $.10 par value, authorized
    15,000,000 shares; issued 7,597,970
    in 1996 and 1995                            760,000      760,000
  Paid in capital                            10,888,000   10,888,000
  Retained earnings (accumulated deficit)       661,000      (53,000)
  Encumbered treasury stock (Note 7)           (158,000)    (621,000)
                                             ----------   -----------
                                             12,151,000   10,974,000
  Treasury stock, at cost, 2,874,313
    common shares in 1997 and 2,650,398
    common shares in 1996                    (5,287,000)  (4,510,000)
                                             ----------   ----------
    Total stockholders' equity                6,864,000    6,464,000
                                             ----------   ----------
      Total liabilities and equity          $30,318,000  $32,915,000
                                             ==========   ==========

                                  
See accompanying notes to the consolidated financial statements.

                                    4
<PAGE>



                          PrimeEnergy Corporation
                                     
                   Consolidated Statements of Operations
                                     
                  Six Months Ended June 30, 1997 and 1996
                                (Unaudited)
                                     
                                                1997         1996
Revenue:
  Oil and gas sales                        $  7,717,000  $ 4,009,000
  District operating income                   5,447,000    4,742,000
  Administrative revenue (Note 10)              852,000      827,000
  Reporting and management fees (Note 10)       160,000      178,000
  Interest and other income                      69,000       85,000
                                             ----------   ----------
    Total revenue                            14,245,000    9,841,000
                                             ----------   ----------

Costs and expenses:
  Lease operating expense                     3,380,000    2,398,000
  District operating expense                  4,101,000    3,581,000
  Depreciation and depletion of
    oil and gas properties                    2,583,000    1,500,000
  General and administrative expense          1,617,000    1,791,000
  Exploration costs                           1,351,000      190,000
  Interest expense (Notes 5 and 6)              566,000      367,000
                                             ----------   ----------
    Total costs and expenses                 13,598,000    9,827,000
                                             ----------   ----------
Income from operations                          647,000       14,000
Gain on sale and exchange of assets             146,000      116,000
                                             ----------   ----------
Net income before income taxes                  793,000      130,000

Provision for income taxes                       79,000       21,000
                                             ----------   ----------
Net income                                 $    714,000  $   109,000
                                             ==========   ==========

Primary income per common share (Note 11)         $0.13        $0.02
                                                   ====         ====
Fully diluted income per common share (Note 11)   $0.13        $0.02
                                                   ====         ====


See accompanying notes to consolidated financial statements.

                                    5
<PAGE>


                          PrimeEnergy Corporation
                                     
                   Consolidated Statements of Operations
                                     
                 Three Months Ended June 30, 1997 and 1996
                                (Unaudited)
                                     
                                                1997         1996
Revenue:
  Oil and gas sales                        $  3,440,000  $ 2,388,000
  District operating income                   2,794,000    2,448,000
  Administrative revenue (Note 10)              488,000      441,000
  Reporting and management fees (Note 10)        79,000       91,000
  Interest and other income                      36,000       27,000
                                             ----------   ----------
    Total revenue                             6,837,000    5,395,000
                                             ----------   ----------

Costs and expenses:
  Lease operating expense                     1,730,000    1,361,000
  District operating expense                  1,986,000    1,816,000
  Depreciation and depletion of
    oil and gas properties                    1,293,000      876,000
  General and administrative expense            809,000    1,103,000
  Exploration costs                             708,000        6,000
  Interest expense (Notes 5 and 6)              291,000      229,000
                                             ----------   ----------
    Total costs and expenses                  6,817,000    5,391,000
                                             ----------   ----------
Income from operations                           20,000        4,000
Gain on sale and exchange of assets             124,000       71,000
                                             ----------   ----------
Net income before income taxes                  144,000       75,000

Provision for income taxes                       14,000        2,000
                                             ----------   ----------
Net income                                 $    130,000  $    73,000
                                             ==========   ==========

Primary income per common share (Note 11)         $0.02        $0.01
                                                   ====         ====
Fully diluted income per common share (Note 11)   $0.02        $0.01
                                                   ====         ====

See accompanying notes to consolidated financial statements.


                                     6
<PAGE>

                             PrimeEnergy Corporation
                                        
                 Consolidated Statement of Stockholders' Equity
                                        
                         Six Months Ended June 30, 1997
  
  
<TABLE>
<CAPTION>  
                                                                          Retained                                
                                                          Additional      Earnings                  Encumbered        
                                                            Paid In     (Accumulated    Treasury     Treasury 
                                     Shares      Amount     Capital       Deficit)        Stock       Stock        Total
                                  
                                                                                              
<S>                               <C>          <C>        <C>              <C>        <C>            <C>         <C>              
Balance at December 31, 1996      7,597,970    $760,000   $10,888,000      ($53,000)  ($4,510,000)   ($621,000)  $6,464,000  
                                                                                                   
Purchased 62,322                                                                              
shares of common stock                                                                  ($314,000)                ($314,000)
                                                     
                                                                       
Amortization Of Encumbered                                                                                                 
 treasury stock                                                                         ($463,000)    $463,000       --  
 (Note 7)                                           
                                                                         
                                                                                                   
Net income                            --          --         --            $714,000        --                       714,000
                                                                                 
                                                                                                   
Balance at June 30, 1997          7,597,970    $760,000   $10,888,000      $661,000   ($5,287,000)   ($158,000)  $6,864,000
                     
</TABLE>  
 
  
  
  
  
  
  
  
  
  
  
  See accompanying notes to consolidated financial statements.


                                        7
<PAGE>

                     PrimeEnergy Corporation
                                
              Consolidated Statements of Cash Flows
                                
             Six Months Ended June 30, 1997 and 1996
                           (Unaudited)
                                
                                                1997         1996

Net cash provided by operating activities   $ 4,373,000 $  1,953,000
                                             ----------   ----------

Cash flows from investing activities:
  Additions to property and equipment        (2,794,000)  (8,318,000)
  Proceeds from sale of property
    and equipment                               828,000      190,000
  Proceeds from payments on note receivable      40,000          --
                                             ----------   ----------
    Net cash (used in) investing activities  (1,926,000)  (8,128,000)
                                             ----------   ----------

Cash flows from financing activities:
  Purchase of treasury stock                   (777,000)    (165,000)
  Increase in long-term bank debt and
    other long-term obligations              14,690,000   13,403,000
  Repayment of long-term bank debt and
    other long-term obligations             (17,300,000)  (6,767,000)
                                             ----------   ----------
    Net cash provided by (used in)
           financing activities             (3,387,000)    6,471,000
                                             ----------   ----------

Net increase (decrease) in cash and
  cash equivalents                            (940,000)      296,000

Cash and cash equivalents at the
  beginning of the period                     3,316,000    1,009,000
                                             ----------   ----------
Cash and cash equivalents at the
  end of the period                       $   2,376,000 $  1,305,000
                                             ==========   ==========





  See accompanying notes to consolidated financial statements.
                                
                                
                                
                                
                                
                                
                                
                                8

<PAGE>
                     PrimeEnergy Corporation
                                
           Notes to Consolidated Financial Statements
                                
                          June 30, 1997

1)  Description of Operations and Significant Accounting
Policies:

    Nature of Operations-

    The  Company  is  engaged  in oil  and  gas  exploration  and
    drilling, and 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, Nevada,  New  Mexico,  North
    Dakota,  Oklahoma,  Texas, Utah, West Virginia  and  Wyoming.
    The  Company operates approximately 1,743 wells and owns non-
    operating  interests in approximately 909  additional  wells.
    Additionally,  the  Company provides  well-servicing  support
    operations,  site preparation and construction  services  for
    oil   and  gas  drilling  and  rework  operations,  both   in
    connection  with  the Company's activities and  in  providing
    contract   services  for  third  parties.   The  Company   is
    publicly traded on NASDAQ under the symbol "PNRG".

    The   markets   for   the  Company's  products   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.

                                9
<PAGE>


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

    Property and Equipment-

    The  Company  follows  the  "successful  efforts"  method  of
    accounting  for  its  oil  and  gas  properties.   Under  the
    successful  efforts  method, costs of  acquiring  undeveloped
    oil  and  gas  leasehold  acreage, including  lease  bonuses,
    brokers'  fees  and  other  related  costs  are  capitalized.
    Provisions  for impairment of undeveloped oil and gas  leases
    are  based on periodic evaluations. Annual lease rentals  and
    exploration  expenses, including geological  and  geophysical
    expenses and exploratory dry hole costs, are charged  against
    income as incurred.
    
    All  other  property  and  equipment  are  carried  at  cost.
    Depreciation   and  depletion  of  oil  and  gas   production
    equipment  and properties are determined under  the  unit-of-
    production  method based on estimated proved recoverable  oil
    and  gas  reserves.  Depreciation of all other  equipment  is
    determined  under  the  straight-line  method  using  various
    rates  based on useful lives.  The cost of assets and related
    accumulated  depreciation is removed from the  accounts  when
    such  assets are disposed of, and any related gains or losses
    are reflected in current earnings.
    
    Effective   January   1,  1996,  the  Company   adopted   the
    provisions  of  Statement of Financial  Accounting  Standards
    No.  121, "Accounting for the Impairment of Long-Lived Assets
    and  for  Long  Lived Assets to Be Disposed  Of"  ("SFAS  No.
    121").   Prior  to the adoption of SFAS No.  121,  the  total
    amount  of  unamortized capitalized cost was limited  to  the
    aggregated  undiscounted value of future net revenues,  based
    on current prices and cost.  SFAS No. 121 requires that long-
    lived  assets held and used by a company, including  oil  and
    gas   properties   accounted   for   under   the   successful

                                  10
<PAGE>


    efforts  method  of  accounting, be reviewed  for  impairment
    whenever  events  or changes in circumstances  indicate  that
    the  carrying amount of an asset may not be recoverable.  The
    Company  determines  whether an impairment  has  occurred  by
    estimating  the undiscounted expected future net  cash  flows
    of  its  oil and gas properties at a field level and compares
    such  cash  flows to the carrying amount of the oil  and  gas
    properties   to   determine  if  the   carrying   amount   is
    recoverable.  For those oil and gas properties for which  the
    carrying  amount  exceeds the undiscounted  estimated  future
    cash  flows,  an  impairment is  determined  to  exist.   The
    carrying  amount  of  such properties is  adjusted  to  their
    estimated net fair value based on discounted cash flows.  The
    Company  recognized a non-cash charge of $184,000 related  to
    the  impairment oil and gas properties during 1996, which was
    included   in   depreciation,  depletion   and   amortization
    expense.
    
    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  partnerships  and trusts 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.
    
    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.
    
                                    11
<PAGE>



    Concentration of Credit Risk-
    
    The  Company maintains significant banking relationships with
    financial  institutions in the State of Texas.   The  Company
    limits  its  risk  by  periodically evaluating  the  relative
    credit   standing  of  these  financial  institutions.    The
    Company's   oil   and   gas  production  purchasers   consist
    primarily  of  independent marketers and major  gas  pipeline
    companies.
    
    Hedging-
    
    From  time  to  time,  the  Company may  enter  into  futures
    contracts in order to reduce its exposure related to  changes
    in  oil  and  gas  prices.  In accordance with  Statement  of
    Financial  Accounting Standards No. 80, any gain or  loss  on
    such  contracts is treated as an adjustment to  oil  and  gas
    revenue.
    
    Recently Issued Accounting Standards-
    
    In  October  1995,  FAS  Statement No. 123,  "Accounting  for
    Stock-Based Compensation", was issued, effective  January  1,
    1996.   The  Company  will continue to  measure  compensation
    costs  for  its employee stock compensation as prescribed  by
    APB   Opinion  No.  25,  "Accounting  for  Stock  Issued   to
    Employees",  and  comply with the disclosure requirements  of
    FAS   Statement  No.  123  rather  than  record  compensation
    expense  in  accordance  with  the  new  standard.  Recording
    compensation  expense in accordance with the  standard  would
    not  have  a  significant effect on the Company's results  of
    operations.
    
    In  October 1996, the American Institute of Certified  Public
    Accountants   issued  Statement  of  Position   (SOP)   96-1,
    "Environmental  Remediation  Liabilities".   SOP   96-1   was
    adopted  by  the  Company on January 1, 1997.   It  requires,
    among    other   things,   that   environmental   remediation
    liabilities  be  accrued when the criteria  of  SFAS  No.  5,
    "Accounting  for  Contingencies", have been  met.   SOP  96-1
    also  provides  guidance with respect to the  measurement  of
    the  remediation liabilities.  Such accounting is  consistent
    with   the   Company's  current  method  of  accounting   for
    environmental remediation costs. Therefore  adoption  of  SOP
    96-1  will  not  have  a  material impact  on  the  Company's
    financial position or results of operations.
    
    In  February  1997, the Financial Accounting Standards  Board
    issued  Statement of Financial Accounting Standards  ("SFAS")
    No.  128,  "Earnings per Share" (EPS).  SFAS No. 128 replaces
    the  standards  for computing earnings per  share  previously
    established by APB No. 15, "Earnings per Share" by  replacing
    the  primary  EPS  with a presentation  of  "basic  EPS"  and
    requiring dual presentation of basic and diluted EPS  on  the
    face   of  the  income  statement.   SFAS  No.  128  requires
    companies  to  adopt its provisions for fiscal  years  ending
    after  December  15,  1997 and requires  restatement  of  all
    prior period EPS data, if necessary.  Earlier application  is
    not permitted.

                                   12
<PAGE>


(2)  Restricted Cash and Cash Equivalents:

    Restricted  cash and cash equivalents includes  $963,000  and
    $663,000   at   June   30,  1997  and  December   31,   1996,
    respectively,  of  cash  primarily  pertaining  to  unclaimed
    royalty  payments. There were corresponding accounts  payable
    recorded  at  June 30, 1997 and December 31, 1996  for  these
    liabilities.


                                13
<PAGE>


(3)  Accounts Receivable

    Accounts  receivable at June 30, 1997 and December 31,  1996  consisted
    of the following:
                                       June 30,        December 31,
                                         1997               1996

      Joint Interest Billing          $ 1,383,000       $ 1,533,000
      Trade Receivables                   170,000           126,000
      Oil and Gas Sales                 2,631,000         3,337,000
      Other                                96,000            99,000
                                        ---------         ---------
                                        4,280,000         5,095,000

      Less, Allowance for doubtful
       accounts                           (28,000)         ( 43,000)
                                        ---------         ---------
                                      $ 4,252,000       $ 5,052,000
                                        =========         =========


(4)  Property and equipment

    Property  and  equipment  at  June  30,  1997  and  December  31,  1996
    consisted of the following:

                                       June 30,        December 31,
                                         1997               1996

      Developed oil and gas
        properties at cost            $35,891,000       $35,952,000
      Undeveloped oil and gas
        properties at cost                 58,000           872,000
      Less, accumulated depletion
        and depreciation              (18,826,000)      (18,661,000)
                                      ------------      ------------
                                       17,123,000        18,163,000
                                      ------------      ------------

      Furniture, fixtures and
        and equipment                   5,628,000         5,269,000
      Less, accum. depreciation        (3,413,000)       (3,199,000)
                                       ----------        ----------
                                        2,215,000         2,070,000
                                       ----------        ----------
      Total net property and
        equipment                     $19,338,000       $20,233,000
                                       ==========        ==========










                                    14
<PAGE>

(5)  Long-Term Bank Debt

    At  December  31, 1996, the Company was party to  a  line  of
    credit  agreement  with a bank with a non-reducing  borrowing
    base  of  $19 million.  Twenty-five percent of the  borrowing
    is  syndicated to a second bank.  During 1996, the  agreement
    provided  for interest at 1/2% over the bank's base  rate  as
    defined,  or  2-3/4% over the London Inter-Bank Offered  Rate
    (LIBO)  rate for the interest period in question, payable  at
    the end of the interest period.
    
    On  February 6, 1997, the bank extended the borrowing base to
    $21  million.   The  credit agreement  was  also  amended  to
    provide for interest on outstanding borrowings at the  bank's
    base  rate,  as  defined,  or 2  1/4%  over  the  LIBO  rate.
    Effective  in May, 1997, the bank revised the borrowing  base
    to  $20.5  million  due  to the sale  of  properties  by  the
    Company.
    
    Advances  pursuant  to  the  agreement  are  limited  to  the
    borrowing  base  as defined in the agreement.   Most  of  the
    Company's   oil  and  gas  properties  as  well  as   certain
    receivables  and  equipment were pledged  as  security  under
    this  agreement.  Under the Company's credit  agreement,  the
    Company  is  required  to maintain,  as  defined,  a  minimum
    current  ratio, tangible net worth, debt coverage  ratio  and
    interest coverage ratio.

(6)  Other Long-Term Obligations:

    Other  long-term  obligations at June 30, 1997  and  December  31,
    1996 consisted of the following:

                                        June 30,       December 31,
                                          1997              1996
      Subordinated debentures due
       December 31, 1998              $        --       $ 225,000

      Capital lease obligations            56,000          91,000
                                        ---------       ---------
                                           56,000         316,000

      Less, current portion               (55,000)        (73,000)
                                        ---------       ---------
                                      $     1,000       $ 243,000
                                        =========       =========
     
     The secured subordinated debentures, paid in full as of June
     30, 1997, were held by affiliated Partnerships in which PEMC
     is a general partner.  Interest was payable at 9.25% through
     1995,  6.5% through 1996 and 1% above year end money  market
     rates thereafter.
     
     
     
     
     
     
                               15
<PAGE>

(7)  Encumbered Treasury Stock

    In  June  of  1996, the Company entered into an agreement  to
    purchase  400,000 shares of the Company's common  stock  from
    McJunkin Corporation.  The Company agreed to make 15  monthly
    payments  of  $80,000 beginning on June  1,  1996,  with  the
    shares  held  in escrow until such payments have  been  made.
    The  shares  are classified as encumbered treasury  stock  on
    the  balance  sheet, and will be un-encumbered in  proportion
    to  the payments made under the agreement. The liability  for
    future  payments  under the note, less imputed  interest,  is
    shown  as  "Payable  for Encumbered Treasury  Stock"  on  the
    balance sheet.

(8)  Contingent Liabilities:

    PEMC,   as   managing  general  partner  of  the   affiliated
    Partnerships, is responsible for all Partnership  activities,
    including  the review and analysis of oil and gas  properties
    for  acquisition, the drilling of development wells  and  the
    production  and  sale of oil and gas from  productive  wells.
    PEMC  also  provides the administration, accounting  and  tax
    preparation  work for the Partnerships.  PEMC 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.

(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.  In each case such options are for  a
    term  of  ten years ending May 15, 1999, and are exercisable,
    on  a  cumulative basis, as to twenty percent of  the  shares
    subject to option in each year, beginning one year after  the
    granting  of  the  option.  At March  31,  1995,  options  on
    802,500  shares  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
    June  30,  1997  and  1996, options on  124,000  and  134,000
    shares  were  exercisable at $1.50 per  share,  respectively,
    and no additional shares were available for granting.

                                16
<PAGE>

    (10) Related Party Transactions:

    PEMC   is   a  general  partner  in  several  oil   and   gas
    Partnerships  in  which certain directors  have  limited  and
    general  partnership  interests.   A substantial  portion  of
    the  assets  and  revenues  of  PEMC  are  derived  from  its
    sponsorship of the Partnerships and the interests of PEMC  in
    the  oil and gas properties acquired by the Partnerships.  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 to the Partnerships  as  well  as
    reimbursement for property acquisition and development  costs
    incurred  on  behalf  of  the Partnerships  and  general  and
    administrative overhead, which is reported in the  statements
    of  operations  as  administrative  revenue.   In  1991,  the
    Company  loaned approximately $325,000 at 12% interest  to  a
    real  estate  limited partnership of which a Company  Officer
    and  Director is a general partner.  This loan is secured  by
    a  mortgage  on the underlying real estate in the partnership
    and  the Company received a 23% equity participation  in  the
    partnership.   The  loan  agreement  provides  for   interest
    payments  on  a quarterly basis provided the cash  flow  from
    operations of the limited partnership are sufficient  to  pay
    interest  for the quarter. If cash flows are not  sufficient,
    the accrued interest is added to the principal. This loan  is
    included in other non-current assets on the balance sheet.
    
    Due  to  related  parties at June 30, 1997 and  December  31,
    1996  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 and related costs.
    
(11) Income per share:

    The  weighted  average  number of common  shares  and  common
    stock  equivalents outstanding used in the income  per  share
    calculation are as follows:

                      Six Months Ended            Three Months Ended
                          June 30,                    June 30,
                       1997      1996              1997      1996

     Primary        5,430,215  5,760,762        5,442,542  5,773,484
                    =========  =========        =========  =========

     Fully diluted  5,491,785  5,866,990        5,479,361  5,853,040
                    =========  =========        =========  =========

                                       17
<PAGE>

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

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


LIQUIDITY AND CAPITAL RESOURCES

The  Company feels that it has the ability to generate sufficient
amounts  of  cash to meet long-term liquidity needs, as  well  as
debt  service.   The Company expects to generate  increased  cash
flows   by   increasing  its  reserve  base   through   continued
acquisitions and development. By increasing its reserve base, the
Company's  borrowing  ability  is  increased  due  to  additional
properties available as collateral.

On  April  26,  1995, the Company entered into a  revised  credit
agreement  with Bank One, Texas NA providing for a $12.5  million
revolving line of credit on a $50 million master promissory note.
This  new  agreement introduced Den norske  Bank,  AS  as  a  25%
syndication  partner  in  the  line,  once  the  Company  reaches
borrowings  of  $12.5 million for over one month.  The  agreement
also  provides  for  a lower floating rate compared  to  previous
agreements as well as the ability to borrow based upon the London
Inter-Bank  Offered  Rate (LIBO).  The  borrowing  base  is  non-
reducing and is revised every six months by the banks.

During  1996, the interest rate on this line of credit  was  1/2%
over  the  bank's base rate, as defined, monthly, or 2 3/4%  over
the  published  LIBO rate, payable at the end of  the  applicable
interest  period. Effective February 6, 1997, the  agreement  was
amended,  lowering the interest rate to the banks base  rate,  as
defined,  monthly,  or  2  1/4% over  the  published  LIBO  rate.
Pursuant  to  the  semi-annual redetermination of  the  borrowing
base,  the Company's line of credit was increased to $21,000,000.
This  increase  reflected the increase in the  companies  reserve
base  due  to the purchase and development of properties acquired
in  Saratoga  acquisition, and the success of  the  company's  3D
seismic  drilling program. In May of 1997 the line of credit  was
reduced  to $20,500,000 due to the sale of oil and gas properties
located  in  New  Mexico. As of June 30, 1997,  the  Company  had
$5,000,000 available under this line of credit.

Most  of  the Company's oil and gas properties as well as certain
receivables  and  equipment are pledged  as  security  under  the
agreement.   The Company is required to maintain, as  defined,  a
minimum  current ratio, tangible net worth, and debt and interest
coverage  ratios,  and restrictions are placed on  the  Company's
ability to pay dividends and purchase treasury stock.

                                18
<PAGE>


During  1996, the Company entered into an agreement  to  purchase
400,000  shares  of its common stock for total  consideration  of
$1,144,000.  Of this amount, $523,000 was paid in 1996,  $463,000
was paid during the first half of 1997, and $158,000 was paid  in
the third quarter of 1997. The Company also spent $314,000 during
the  first half of 1997 to acquire treasury stock in open  market
transactions.  In June of 1997 the Company's board  of  directors
approved the purchase of an additional 500,000 shares of treasury
stock,  to  be  purchased  from time to time  and  as  conditions
permit.

During  the  second quarter of 1997 the Company sold a  group  of
outside  operated wells located in New Mexico for $680,000,  and,
in  a  separate transaction, a group of operated properties  also
located  in  New Mexico for $167,000. Both of these  transactions
were  effective  April 1, 1997. The net cash flow  received  from
these properties in the first quarter of 1997 was $105,000.

In  May  of  1996,  the  Company  purchased  from  Internationale
Nederlanden (U.S.) Capital Corporation properties formerly  owned
by   Saratoga  Resources  Inc.  (the  Saratoga  Properties)   for
$7,180,000.  The  addition of these properties has  significantly
increased the Company's cash flow.

The  Company has, to date, drilled ten wells as part of  it's  3D
seismic exploration and development program (3D seismic program),
nine of which have been completed as commercial gas wells.  Seven
of  these  wells  are  located in the South Powderhorn  field  in
Calhoun County Texas, and contributed significantly to cash  flow
in  the  first half of 1997. The two other wells began  sales  in
July of 1997.

The  company  spent $3,511,000 on exploration and development  of
its  oil  and gas properties during the first half of 1997.  This
includes  $2,437,000  spent in connection  with  the  3D  seismic
program, and $476,000 spent to buy back limited partner interests
in  partnerships  in  which the Company  is  a  general  partner.
Additionally, the Company spent approximately $73,000 on  trucks,
automobiles  and equipment used in connection with field  service
operations,  and  an additional $65,000 on computer  and  related
equipment and software.



The  Company's primary source of working capital during the first
three  months  of  1997  was through internally  generated  funds
coupled  with  cash  balances at the  prior  year-end.  Net  cash
provided by operations was used primarily to repay bank debt  and
continue property development.

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 expects to generate  increased  cash
flows   by   increasing  its  reserve  base   through   continued
exploration, development of existing properties, and acquisitions

                               19                 
<PAGE>
of  producing  properties. By increasing its  reserve  base,  the
Company's  borrowing  ability  is  increased  due  to  additional
properties available as collateral.

                                20
<PAGE>
RESULTS OF OPERATIONS
    
Net  income  increased to $714,000 for the six months ended  June
30,  1997  as  compared to $109,000 for the first six  months  of
1996,  and  to $130,000 for the quarter ended June  30,  1997  as
compared  to  $73,000 for the comparable period  in  1996.  These
increases  are due primarily to the contributions to income  made
by  the  Saratoga and 3D Drilling Program properties, as well  as
sharply higher prices received for oil and gas production  during
1997.  These  increases to net income come in spite of  the  fact
that the Company expensed $1,351,000 in exploration costs in  the
first  six months of 1997, including $708,000 spent in the second
quarter.

As  a  result of the Saratoga acquisition and the success of  the
Company's recent drilling, oil and gas revenue accounted for  54%
of  total revenue in the first half of 1997 as compared to 41% in
the  comparable  period in 1996. As oil and  gas  prices  can  be
highly  volatile,  this may lead to greater  variability  in  the
Company's profitability and cash flow in the future. In addition,
the  Company  has greatly increased its drilling and  exploration
activities, and has plans to drill several exploratory  wells  in
the  last half of 1997, including a well which will test the Frio
formation  on the Texas gulf coast for which the Company's  share
of  drilling costs is expected to be in excess of $1 million. The
risk  inherent in these activities, coupled with the  requirement
that  certain costs incurred in these activities be  expensed  as
incurred,  can  be  expected to lead  to  greater  volatility  in
earnings in the future.

Oil  and  gas  sales  of $7,717,000 for the first  half  of  1997
represented a 92% increase over sales in the first half of  1996.
Second  quarter 1997 sales of $3,440,000 represent a 44% increase
over  1996  second  quarter sales. The  South  Powderhorn  field,
developed   as   part  of  the  Company's  3D  seismic   program,
contributed  $799,000  and  $723,000  in  the  first  and  second
quarters of 1997, respectively. The Saratoga properties purchased
in  May of 1996 contributed $1,074,000 and $736,000 in the  first
and second quarters of 1997 respectively, as compared to $570,000
in  the  two months those properties were owned during the second
quarter of 1996.  Average prices received for directly owned  oil
production increased substantially to $20.42 per barrel  in  1997
as  compared  to $18.54 in the first half of 1996.   Average  gas
prices also increased substantially to $2.48 per MCF received  in
the  first  half  of 1997 as compared to $2.17 per  MCF  received
during the comparable period in 1996.

Oil  and  gas  sales related to PEMC's carried  interest  in  the
Partnerships and other ventures increased approximately  39%,  or
$336,000,  between the first half of 1997 and the first  half  of
1996,  primarily due to substantially higher oil and  gas  prices
received by those entities, along with the fact that the  Company
has  made  substantial   purchases of limited  partner  interests
during  the  past  year.  As the Company  continues  to  purchase
substantial additional interests, the trend of increased  revenue

                                21
<PAGE>

from  these  entities can be expected to continue  in  the  short
term.

District operating income increased by $705,000, or 15%,  between
the  first half of 1997 and the first half of 1996, primarily due
to income generated from operation of the Saratoga properties.

Administrative  revenue for the first half of 1997  increased  by
$25,000,  or  3% as compared to the same period in 1996.  Amounts
received   in   both   years   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   those
allocated to the Partnerships.

Lease  operating expense for the first half of 1997 increased  by
41%  or  $982,000  compared to the first  half  of  1996.  Second
quarter 1997 lease operating expense of $1,730,000 represented an
increase  of  $369,000,  or 27%, over  the  second  quarter  1996
amount.  In  both cases the increases are primarily  due  to  the
Saratoga  properties which had expenses of $346,000 and  $323,000
respectively  in  the  first  and second  quarters  of  1997,  as
compared  to  $214,000 during the two months the properties  were
owned  during  the  second quarter of 1996.  For  directly  owned
properties  average  lifting cost per barrel  of  oil  equivalent
decreased to $7.19 in the first half of 1997 from $12.43  in  the
first  half of 1996, due to lower per unit costs on the  Saratoga
properties  and  especially  the South  Powderhorn  field,  which
produced 106,000 barrel of oil equivalents at an average cost  of
$2.20  per  unit.   Lease operating expenses  related  to  PEMC's
interests  in  the  partnerships  and  other  ventures  increased
$336,000   for  the  six  months,  primarily  due  to  additional
interests in these partnerships purchased by PEMC during the past
year.

The Company receives reimbursement for costs incurred related  to
the  evaluation,  acquisition and development  of  properties  on
behalf  of  its  related partnerships, trusts,  and  other  joint
venture partners.  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  $750,000  in
the  first  half  of 1997 as compared to $600,000  for  the  same
period in 1996. This increase is primarily due to an increase  in
drilling  and  exploration  activities  involving  joint  venture
partners,  particularly  in  connection  with  the  Company's  3D
seismic program.

District  operating expense increased by $520,000 or 15%  in  the
first  half  of  1997  as compared to the same  period  in  1996,
primarily  due  to  costs associated with the  operation  of  the
Saratoga properties.
First  half  1997  general and administrative expenses  decreased
$174,000,  or  10% compared to the first half of 1996,  and  1997
second  quarter expense was 27% less than 1996. The  higher  1996
amounts  are primarily due to $190,000 in noncapitalizable  costs
incurred   in  connection  with  the  purchase  of  the  Saratoga
properties  which  occurred in May of 1996,  and  lower  property
acquisition cost reimbursement received in that year.

Depreciation  and  depletion of oil and gas properties  increased
$492,000,  or  49% in the first half of 1997 as compared  to  the
first half of 1996, and $417,000 or 48% in the second quarter  of
1997 as compared to the second quarter of 1996. Depletion on  the
South Powderhorn and Saratoga properties is responsible for these
increases.

In  the first quarter of 1997 $643,000 of exploration costs  were
incurred  relating  to an area in which the Company  drilled  two
successful gas wells during the second quarter of the  year,  and
plans  to drill several more wells in the third quarter. $580,000
was  spent  in  the second quarter of 1997 for the  purchase  and
study  of  3D  seismic covering an area which is currently  being
evaluated in hopes of identifying future drilling prospects,  and
$128,000  was spent on geological and geophysical costs  relating
to  other  projects  currently  in  progress.  Exploration  costs
through  June of 1996 consisted of $190,000 spent on the drilling
of  a  dry hole in Victoria County Texas in the first quarter  of
the year.

Interest  expense  during the first half of  the  year  increased
approximately  54% as average debt levels increased  due  to  the
Saratoga  acquisition  and the Company's  increased  spending  on
exploration and property development.

                                23
<PAGE>


                     PART II - OTHER MATTERS

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

The Annual Meeting of Stockholders of the Registrant was held  on
June 18, 1997.  The only matter submitted to the stockholders was
the  election  of fourteen Directors (named below), nominated  by
management,  all  of  whom were currently serving  as  Directors.
Proxies  were  solicited  pursuant to Regulation  14A  under  the
Securities  Act  of 1934, definitive copies of which  were  filed
with the Commission.  There was no solicitation in opposition  to
management's nominees, and all of the Directors nominated for re-
election  were  elected.  The  persons nominated and  elected  as
Directors  and  the number of shares voting for or  withheld  for
each,  is shown below.  There were no abstentions or broker  non-
votes.


     Name                          For               Withheld
     
     Samuel R. Campbell            4,218,929            3,162
     James E. Clark                4,218,929            3,162
     Beverly A. Cummings           4,219,129            2,962
     Charles E. Drimal, Jr.        4,219,129            2,962
     Charles E. Drimal, Sr.        4,219,129            2,962
     Matthias Eckenstein           4,218,929            3,162
     H. Gifford Fong               4,219,129            2,962
     Thomas S. T. Gimbel           4,219,129            2,962
     Clint Hurt                    4,219,129            2,962
     Robert de Rothschild          4,219,129            2,962
     Jarvis J. Slade               4,219,129            2,962
     Jan K. Smeets                 4,219,129            2,962
     Bennie H. Wallace, Jr.        4,219,129            2,962
     Gaines Wehrle                 4,187,389           34,702
     Michael H. Wehrle             4,187,389           34,702

                                    24                              
<PAGE>

Item 5.   OTHER INFORMATION

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


Item 6. EXHIBITS AND REPORTS ON FORM 8K
No  reports on form 8K were filed by the Company during  the  six
months ended June 30, 1997.
                           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)





August 12, 1997                         /s/ Charles E. Drimal,Jr.
   (Date)                               -------------------------
-
                                        Charles E. Drimal, Jr.
                                        President
                                        Principal Executive
                                        Officer






August 12, 1997                         /s/ Beverly A. Cummings
   (Date)                               -------------------------
-
                                        Beverly A. Cummings
                                        Executive Vice President
                                        Principal Financial and
                                        Accounting Officer