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 March 31, 1998

                                   or

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

For the Transition Period From __________ to ___________

                         ______________________
                                    
                      Commission File Number 0-7406
                         ______________________
                                    
                         PrimeEnergy Corporation
         (Exact name of registrant as specified in its charter)
                                    
                                Delaware
     (State or other jurisdiction of incorporation or organization)
                                    
                               84-0637348
                   (IRS employer identification number)
                                    
            One Landmark Square, Stamford, Connecticut  06901
                (Address of principal executive offices)
                                    
                             (203) 358-5700
          (Registrant's telephone number, including area code)
                                    
                                    
     (Former name, former address and former fiscal year, if changed
                           since last report)
     
     
Check  whether the issuer (1) filed all reports required to be filed
by  Section  13  or 15 (d) of the Securities Exchange  Act  of  1934
during  the  past  12 months (or for such shorter  period  that  the
Registrant  was  required to file such reports), and  (2)  has  been
subject to such filing requirements for the past 90 days.        Yes
/X/    No  / /

The  number  of shares outstanding of each class of the Registrant's
Common Stock as of May 12, 1998 was:  Common Stock, $0.10 par value,
4,485,494 shares.
                         PrimeEnergy Corporation
                                    
                          Index to Form 10-QSB
                                    
                             March 31, 1998
                                    
                                    

Part I -  Financial Information

Consolidated Balance Sheets - March 31, 1998 and
December 31, 1997                                                3-4

Consolidated Statements of Operations for the three months
ended March 31, 1998 and 1997                                    5

Consolidated Statement of Stockholders' Equity for the
three months ended March 31, 1998                                6

Consolidated Statements of Cash Flows for the three months
ended March 31, 1998 and 1997                                    7

Notes to Consolidated Financial Statements                       8-15

Management's Discussion and Analysis of Financial Condition
and Results of Operations                                        16-20


Part II - Other Matters                                          21

Signatures                                                       22




















                                    2
                         PrimeEnergy Corporation
                                    
                       Consolidated Balance Sheets
                                    
                  March 31, 1998 and December 31, 1997

                                             March 31,   December 31,
                                                1998         1997
                                            (Unaudited)   (Audited)
Current assets:
  Cash and cash equivalents                $ 5,566,000   $ 2,987,000
  Restricted cash and cash
    equivalents (Note 2)                        932,000      885,000
  Accounts receivable (Note 3)                3,323,000    4,480,000
  Due from related parties (Note 8)           2,275,000    2,454,000
  Other current assets                          219,000      175,000
  Prepaid expenses                               49,000      107,000
  Deferred income taxes                         121,000      121,000
                                             ----------   ----------
      Total current assets                   12,485,000   11,209,000
                                             ----------   ----------

Property and equipment, at cost(Notes 1 and 4):
  Oil and gas properties (successful
    efforts method):
      Developed                              42,295,000   41,427,000
      Undeveloped                                 --         231,000
  Furniture, fixtures and equipment
   including leasehold improvements           5,887,000    5,757,000
                                             ----------   ----------
                                             48,182,000   47,415,000
  Accumulated depreciation and depletion    (26,127,000) (24,885,000)
                                             ----------   ----------
    Net property and equipment               22,055,000   22,530,000
                                             ----------   ----------

Other assets                                    613,000      604,000
Due from affiliates                             325,000      325,000
                                             ----------   ----------
    Total assets                           $ 35,478,000  $34,668,000
                                             ==========   ==========








See accompanying notes to the consolidated financial statements.


                                      3
                         PrimeEnergy Corporation
                                    
                       Consolidated Balance Sheets
                                    
                  March 31, 1998 and December 31, 1997

                                             March 31,   December 31,
                                                1998         1997
                                            (Unaudited)   (Audited)

Current liabilities:
  Accounts payable                         $  7,984,000  $ 6,333,000
  Accrued liabilities:
    Payroll, benefits and related items         836,000      530,000
    Taxes (Note 1)                               25,000       27,000
    Interest and other                          515,000      646,000
  Due to related parties (Note 8)             1,258,000    1,389,000
                                             ----------   ----------
    Total current liabilities                10,618,000    8,925,000
                                             ----------   ----------

Long-term bank debt (Note 5)                 18,850,000   18,865,000
Deferred income taxes (Note 1)                  262,000      262,000

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 1998 and 1997                            760,000      760,000
  Paid in capital                            10,888,000   10,888,000
  Retained earnings                           1,098,000      971,000
                                             ----------   ----------
                                             12,746,000   12,619,000
  Treasury stock, at cost, 3,113,430
    common shares in 1998 and 2,989,161
    common shares in 1997                   (6,998,000)  (6,003,000)
                                             ----------   ----------
    Total stockholders' equity                5,748,000    6,616,000
                                             ----------   ----------
      Total liabilities and equity          $35,478,000  $34,668,000
                                            ===========  ===========







See accompanying notes to the consolidated financial statements.

                                       4
                         PrimeEnergy Corporation
                                    
                  Consolidated Statements of Operations
                                    
               Three Months Ended March 31, 1998 and 1997
                               (Unaudited)
                                    
                                                 1998          1997
Revenue:
  Oil and gas sales                           $ 2,952,000  $ 4,277,000
  District operating income                     2,680,000    2,653,000
  Administrative revenue (Note 8)                 433,000      363,000
  Reporting and management fees (Note 8)           77,000       82,000
  Interest and other income                        35,000       33,000
                                               ----------   ----------
    Total revenue                               6,177,000    7,408,000
                                               ----------   ----------

Costs and expenses:
  Lease operating expense                       1,490,000    1,650,000
  District operating expense                    2,225,000    2,116,000
  Depreciation and depletion of
    oil and gas properties                      1,123,000    1,290,000
  General and administrative expense              826,000      806,000
  Exploration costs                                63,000      643,000
  Interest expense (Note 5)                       365,000      276,000
                                               ----------   ----------
    Total costs and expenses                    6,092,000    6,781,000
                                               ----------   ----------
Income from operations                             85,000      627,000
Gain on sale and exchange of assets                60,000       22,000
                                               ----------   ----------
Net income before income taxes                    145,000      649,000

Provision for income taxes                         18,000       65,000
                                               ----------   ----------
Net income                                    $   127,000 $    584,000
                                               ==========   ==========

Basic income per common share (Note 9)              $0.03        $0.12
                                                    =====        =====

Diluted income per common share (Note 9)            $0.02        $0.11
                                                    =====        =====







See accompanying notes to the consolidated financial statements

                                       5
                             PrimeEnergy Corporation
                                        
                 Consolidated Statement of Stockholders' Equity
                                        
                        Three Months Ended March 31, 1998
                                        
<TABLE>
<CAPTION>  
  
                                                                                          
                                                    Additional                                    
                                                     Paid In      Retained     Treasury
                              Shares     Amount      Capital      Earnings       Stock          Total
<S>                          <C>        <C>        <C>            <C>          <C>             <C>                 
Balance at December 31, 1997 7,597,970  $760,000   $10,888,000    $971,000     ($6,003,000)    $6,616,000
                                                                  
                                                                                                      
Purchased 124,269 shares                                                                        
of common stock                                                                   (995,000)     (995,000)         
                                                                               
                                                                                                      
Net income                                                         127,000                       127,000
                             ---------  --------   -----------  ----------     -----------    ----------
Balance at March 31, 1998    7,597,970  $760,000   $10,888,000  $1,098,000     ($6,998,000)   $5,748,000
                             =========  ========   ===========  ==========     ============   ==========  
</TABLE>  
  
  
  
  
        See accompanying notes to the consolidated financial statements.

                                        6
                         PrimeEnergy Corporation
                                    
                  Consolidated Statements of Cash Flows
                                    
               Three Months Ended March 31, 1998 and 1997
                               (Unaudited)
                                    
                                                1998         1997

Net cash provided by operating activities  $ 4,418,000 $   4,261,000
                                             ----------   ----------

Cash flows from investing activities:
  Additions to property and equipment       (1,148,000)  (1,306,000)
  Proceeds from sale of property
    and equipment                               319,000       24,000
  Proceeds from payments on note receivable      --           20,000
                                             ----------   ----------
    Net cash (used in) investing
       activities                             (829,000)  (1,262,000)
                                             ----------   ----------

Cash flows from financing activities:
  Purchase of treasury stock                  (995,000)    (445,000)
  Increase in long-term bank debt and
    other long-term obligations               8,870,000    7,405,000
  Repayment of long-term bank debt and
    other long-term obligations             (8,885,000) (10,496,000)
                                             ----------   ----------
    Net cash (used in)financing
       activities                           (1,010,000)  (3,536,000)
                                             ----------   ----------

Net increase (decrease) in cash and
  cash equivalents                            2,579,000    (537,000)

Cash and cash equivalents at the
  beginning of the period                     2,987,000    3,316,000
                                             ----------   ----------
Cash and cash equivalents at the
  end of the period                       $   5,566,000 $  2,779,000
                                             ==========   ==========










    See accompanying notes to the consolidated financial statements.
                                    
                                    7
                         PrimeEnergy Corporation
                                    
               Notes to Consolidated Financial Statements
                                    
                             March 31, 1998

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, primarily in  Texas,  Oklahoma  and  West
    Virginia.   The  Company operates approximately 1,650 wells  and  owns
    non-operating   interests  in  approximately  900  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 affiliated partnerships.   The  statement  of
    operations  includes the Company's proportionate share of revenue  and
    expenses related to oil and gas interests owned by the partnerships.

    Use of Estimates-

    The  preparation of financial statements in conformity with  generally
    accepted  accounting principles requires management to make  estimates
    and  assumptions  that  affect  the reported  amounts  of  assets  and
    liabilities  and  disclosure of contingent assets and  liabilities  at
    the  date  of  the  financial statements and the reported  amounts  of
    revenues  and  expenses during the reporting period.   Actual  results
    could differ from those estimates.
    
    Estimates  of  oil  and  gas  reserves, as determined  by  independent
    petroleum engineers, are continually subject to revision based on
    
                                    8
    price,  production  history  and other  factors.   Depletion  expense,
    which  is  computed based on the units of production method, could  be
    significantly  impacted  by changes in such estimates.   Additionally,
    SFAS  No. 121 requires that, if the expected future cash flow from  an
    asset is less than its carrying cost, that asset must be written  down
    to  its fair market value.  As the fair market value of a property  is
    generally substantially less than the total future cash flow  expected
    from  the  asset,  small changes in the estimated future  net  revenue
    from  an  asset could lead to the necessity of recording a significant
    impairment.
    
    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.
    
    
    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
    
                                    9
    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 in accordance with SFAS  No.
    128,   "Earnings  per  Share,"  described  below  in  Recently  Issued
    Accounting Standards.
    
    Statements of cash flows-
    
    For  purposes  of  the  consolidated statements  of  cash  flows,  the
    Company  considers short-term, highly liquid investments with original
    maturities of less than ninety days to be cash equivalents.
    
    Concentration of Credit Risk-
    
    The   Company   maintains  significant  banking   relationships   with
    financial institutions in the State of Texas.  The Company limits  its
    risk  by periodically evaluating the relative credit standing of these
    financial   institutions.   The  Company's  oil  and  gas   production
    purchasers  consist primarily of independent marketers and  major  gas
    pipeline companies.
    
    Hedging-
    
    From  time  to  time, the Company may enter into futures contracts  in
    order  to  reduce  its  exposure related to changes  in  oil  and  gas
    prices.    In   accordance  with  Statement  of  Financial  Accounting
    Standards No. 80, any gain or loss on such contracts is treated as  an
    adjustment  to oil and gas revenue.  Cash activity related to  hedging
    transactions  is  treated as operating activity on the  Statements  of
    Cash Flows.
    
    Recently Issued Accounting Standards-
    
    In  June  1997,  the  Financial Accounting  Standards  Board  released
    Statement No. 130, "Reporting Comprehensive Income" and Statement No.
    
                                   10
    131,   "Disclosures  about  Segments  of  an  Enterprise  and  Related
    Information."    These  statements  require  disclosure   of   certain
    components  of  changes  in  equity  and  certain  information   about
    operating segments and geographic areas of operation.  Both  of  these
    statements  were  adopted by the Company as of January,  1998.   These
    statements  had  no effect on the results of operations  or  financial
    position.
   
    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.   Earnings  per  share  information  has   been
    presented  on the financial statements and its computations  disclosed
    in footnote 9 in accordance with SFAS No. 128.

(2)  Restricted Cash and Cash Equivalents:

    Restricted  cash and cash equivalents includes $932,000  and  $885,000
    at  March  31,  1998  and  December 31, 1997,  respectively,  of  cash
    primarily  pertaining  to  unclaimed  royalty  payments.  There   were
    corresponding  accounts  payable  recorded  at  March  31,  1998   and
    December 31, 1997 for these liabilities.
    
(3)  Accounts Receivable

    Accounts  receivable at March 31, 1998 and December 31, 1997 consisted
    of the following:
                                        March 31,       December 31,
                                          1998               1997

      Joint Interest Billing          $ 1,209,000       $ 1,601,000
      Trade Receivables                   199,000           213,000
      Oil and Gas Sales                 1,739,000         2,630,000
      Other                               202,000            62,000
                                        ---------         ---------
                                        3,349,000         4,506,000

      Less, Allowance for doubtful
       accounts                           (26,000)         (26,000)
                                        ---------         ---------
                                      $ 3,323,000       $ 4,480,000
                                        =========         =========





                                   11

(4)  Property and equipment

    Property  and  equipment  at  March 31, 1998  and  December  31,  1997
    consisted of the following:

                                       March 31,        December 31,
                                         1998               1997

      Developed oil and gas
        properties at cost            $42,295,000       $41,427,000
      Undeveloped oil and gas
        properties at cost                   --             231,000
      Less, accumulated depletion
        and depreciation              (22,428,000)      (21,397,000)
                                      ------------      ------------
                                       19,867,000        20,261,000
                                      ------------      ------------

      Furniture, fixtures and
        and equipment                   5,887,000         5,757,000
      Less, accumulated depreciation   (3,699,000)       (3,488,000)
                                       ----------        ----------
                                        2,188,000         2,269,000
                                       ----------        ----------
      Total net property and
        equipment                     $22,055,000       $22,530,000
                                       ==========        ==========

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.   At the beginning of 1997, 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.  In September, 1997, the  borrowing  base
    was again revised to $20 million.
    
    Effective  January  2,  1998,  the credit  agreement  was  amended  to
    implement  an interest rate schedule that is based upon the  aggregate
    principal  amount  of  loans  outstanding  as  a  percentage  of   the
    borrowing  base.  The amendment provides for interest  on  outstanding
    borrowings  at the bank's base rate, as defined, or from 1  1/2%  to  2%
    over  the LIBOR rate depending upon the Company's utilization  of  the
    available line of credit.
    
                                   12
    
    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)  Contingent Liabilities:

    PEMC,  as managing general partner of the affiliated partnerships  and
    trusts  (the  "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.   In  recent
    years,  the  Company  has  chosen  to repurchase  limited  partnership
    interests in excess of its commitment.

(7)  Stock Options and Other Compensation:

    In  May  1989, non-statutory stock options were granted by the Company
    to  four  key executive officers for the purchase of shares of  common
    stock.   Such  options are exercisable, on a cumulative basis,  as  to
    twenty  percent  of  the  shares  subject  to  option  in  each  year,
    beginning  one year after the granting of the option.   At  March  31,
    1998  and  1997,  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
    March  31,  1998 and 1997, options on 123,000 and 124,000 shares  were
    exercisable  at  $1.50  per  share, respectively,  and  no  additional
    shares were available for granting.
    
    PEMC  has a marketing agreement with its current President to  provide
    assistance and advice to PEMC in connection with the organization and
    
                                   13
    marketing  of  oil and gas partnerships and joint ventures  and  other
    investment  vehicles of which PEMC is to serve as general or  managing
    partner.   The  Company  had  a  similar  agreement  with  its  former
    Chairman.   Although that agreement has expired, the  former  Chairman
    is   still   entitled   to  receive  certain  payments   relating   to
    partnerships formed during the time the agreement was in effect.   The
    President  is  entitled  to  a percentage  of  the  Company's  carried
    interest  depending on total capital raised and annual performance  of
    the Partnerships and joint ventures.
    
 (8) 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 interests in the oil and gas properties owned  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 March 31, 1998  and  December  31,  1997
    primarily represent receipts collected by the Company, as agent,  from
    oil  and  gas  sales  net  of  expenses. Receivables  from  affiliates
    consist  of  reimbursable  general  and  administrative  costs,  lease
    operating  expenses  and  reimbursements  for  property  acquisitions,
    development and related costs.
    
 (9) 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:
     
                                   14

<TABLE>
<CAPTION>


                           Three Months Ended                    Three Months Ended
                            March 31, 1998                          March 31, 1997
     
                         Net     Number of  Per Share     Net    Number of  Per Share
                        Income     Shares    Amount      Income   Shares     Amount
<S>                     <C>      <C>        <C>         <C>      <C>        <C>  
Net income  per
  common share          $127,000 4,502,171  $0.03       $584,000 4,701,793  $0.12

Effect of dilutive 
securities: Options       --       794,655  (0.01)         --      705,243  (0.01)
                     ___________  ________  ______      ________   _______  _______
              
Diluted  net income
   per common share    $127,000  5,296,826  $0.02       $584,000 5,407,036  $0.11
                       ========  =========  =====       ======== =========  ===== 
     
</TABLE>                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                   15
                                  
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.


LIQUIDITY AND CAPITAL RESOURCES

The  Company feels that it has the ability to generate sufficient amounts
of  cash to meet long-term liquidity needs, as well as debt service.  The
Company's  goal  is  to generate increased cash flows by  increasing  its
reserve base through continued acquisitions, exploration and development.
By  increasing  its  reserve  base, the Company's  borrowing  ability  is
increased due to additional properties available as collateral.   Capital
expenditures  during  1998  were financed by  borrowings  and  internally
generated  funds coupled with cash balances available at the prior  year-
end.

On  April  26, 1995, the Company entered into a revised credit  agreement
with  Bank One, Texas, NA providing for $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.
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 (LIBOR).  The borrowing base  is  revised
every six months by the bank.

As  of  March  31,  1998,  the borrowing base  under  the  agreement  was
$20,000,000 and the Company had $1,135,000 available under this  line  of
credit.   During most of 1997, the interest rate on this line  of  credit
was the banks base rate, as defined, monthly, or 2 1/4% over the published
LIBOR  rate,  payable  at  the  end of the  applicable  interest  period.
Effective  February  2,  1998, this agreement was  amended  so  that  the
interest  rate on the LIBO Rate Loan will vary from 1 1/2% to 2% above  the
published  LIBOR  rate depending on the portion of the  Company's  credit
line  being utilized.  Based on current and expected levels of borrowing,
it  is  anticipated that the rate charged to the Company on  these  loans
will be at 2% above the published LIBOR rate for most or all of 1998.

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 tangible  net
worth,  and  certain  debt, interest coverage  and  current  ratios,  and
restrictions  are  placed on the Company's ability to pay  dividends  and
purchase treasury stock.

The   Company   spent  approximately  $1,157,000  on   the   acquisition,
exploration and development of oil and gas properties in the first

                                 16

 quarter of 1998, including $141,000 spent to repurchase limited partners
interests from investors in the oil and gas partnerships.

The  Company also spent approximately $181,000 on field service equipment
and  $9,000  on  computer hardware and software in the first  quarter  of
1998.

In  January, 1998, the Company purchased 53,334 shares of its  stock  for
treasury  from Stanford University and 53,334 shares from the  University
of  California.   The  total combined cost of  these  two  purchases  was
$853,000.  The Company spent an additional $142,000 in the first  quarter
of 1998 to acquire treasury stock in open market transactions.

During  the  first quarter of 1998, the Company sold its interests  in  a
group  of  wells  located in Southeast New Mexico for $157,000,  and  its
interest in the Guerra Field located in Webb County Texas, for $105,000.

Most  of the Company's capital spending is discretionary and the ultimate
level  of spending will be dependent on the Company's assessment  of  the
oil  and  gas business, the number of oil and gas prospects, and oil  and
gas  business opportunities in general.  The St. George #1 well,  drilled
as  part of the Company's 3D seismic exploration and development program,
was  completed to a depth of 14,010' in the Frio formation, and had first
sales  on  March 13, 1998.  This well, in which the Company  owns  a  29%
revenue interest, is currently producing approximately 8,000 Mcf  of  gas
and 160 barrels of condensate per day.  The Company is closely monitoring
this well, and based on this analysis there could be multiple exploration
and  development opportunities.  The Company is also preparing  to  drill
two  prospects  in  Lafayette  Parish,  Louisiana.   The  amount  of  the
Company's investment is these two prospects has not yet been determined.

RESULTS OF OPERATIONS
    
Net  income  was  $127,000 in the first quarter of 1998  as  compared  to
$584,000   in  the  first  quarter  of  1997.   This  drop  is  primarily
attributable to sharply lower prices received for oil and gas production,
partly offset by lower exploration costs.

Oil and gas sales of $2,952,000 in the first quarter of 1998 represent  a
decline  of  31%  from  the  same period in 1997.   The  Company's  total
production  from  all sources, including its share of  the  Partnerships'
production,  declined  by 7% between these two periods.   Ignoring  first
quarter 1997 production from wells sold before the first quarter of 1998,
total  production  was flat, as production from newly drilled  wells  and
increased  ownership interests in the Partnerships were offset by  normal
production  declines on existing properties, and the reduced interest  in
the South Powderhorn Field, discussed below.  The average
price  received  for  a  barrel of oil declined by  more  than  a  third,
dropping to $13.94 in 1998 as compared to $21.47 in 1997.  Average gas


                                 17

prices  also declined sharply to $2.19 in 1998 as compared to $2.92  in
1997.   These  price declines caused gross revenue to be $1,100,000  less
than  it would have been had the Company received the same average prices
in 1998 as it did in the first quarter of 1997.

The  purchase  of  the  Company's South Powderhorn property,  located  in
Calhoun  County,  Texas, was subject to a provision  wherein  the  seller
obtains  a  25%  working interest in the property at  such  time  as  the
Company  and its joint venture partners have received net cash  from  the
property equal to 200% of their costs (Payout).  This Payout occurred  in
January  of  1998, and production attributable to the Company's  interest
which  reverted to the seller was approximately 65,000 Mcf in  the  first
quarter of 1998.

First sales from the St. George #1 well occurred on March 12, 1998.  This
well,  in  which  the company owns a 29% revenue interest,  is  currently
producing approximately 8,000 Mcf and 160 barrels of condensate per  day,
and  is expected to make significant contributions to oil and gas revenue
in the second quarter of 1998.

Lease  operating  expenses  (LOE)  declined  by  10%,  or  $160,000,   to
$1,490,000 in the first quarter of 1998.  Approximately $100,000 of  this
amount is attributable to the LOE incurred in 1997 on wells that had been
sold  before  the  first quarter of 1998, and the  remainder  is  due  
primarily to fewer workovers being performed in 1998.

Administrative revenue, which represents the reimbursement of general and
administrative  overhead expended on behalf of the Partnerships  and  the
Company's  joint  venture partners increased to  $433,000  in  the  first
quarter of 1998, as compared to $363,000 during the same period in  1997.
In  both years, amounts received from partnerships are substantially less
than  the  amounts allocable to these partnerships under the  partnership
agreements.

Reporting  and  management fees are earned from providing the  accounting
and reporting functions for certain of the partnerships.

The  Company  receives reimbursement for costs incurred  related  to  the
evaluation  and  acquisition  of properties  on  behalf  of  its  related
Partnerships and other joint venture partners.  To the extent that  these
property  acquisition  costs  are expended at  the  district  level,  the
reimbursements  are  recorded as a reduction of total district  operating
expenses.   When  expenses  are incurred at  the  corporate  headquarters
level,  such  reimbursements are recorded as a  reduction  of  the  total
general  and administrative expenses.  In both the first quarter of  1998
and   the  first  quarter  of  1997,  reimbursable  costs  incurred  were
approximately $300,000.

District  operating expense of $2,225,000 in the first  quarter  of  1998
represents  a  5%  increase over the first quarter  1997  expense.   This
increase  is  partly  due  to  higher depreciation  expense  relating  to
equipment purchased during 1997.


                                 18
Depreciation,  depletion and amortization of oil and  gas  properties  of
$1,123,000 in the first quarter of 1998 represents a 13% decline from the
1997 expense for the same period.  This decline is partly attributable to
a  7%  decline in production between the two periods.  A full quarter  of
production from the St. George #1 well in the second quarter of  1998  is
expected to add significantly to depletion expense.

Exploration  costs were $63,000 in the first quarter of 1998 as  compared
to  $643,000  during the same period in 1997.  The 1997  costs  consisted
primarily of a 3D seismic shoot.  The Company has plans to drill  several
exploratory wells during the remainder of 1998, which would be charged to
exploration  expense  if  they were dry holes, and  is  also  considering
participating  in 3D seismic shoots in an attempt to identify  additional
locations  for  exploratory  drilling.  It  is  therefore  possible  that
exploration  costs during the remainder of 1998 will be significantly  in
excess of the first quarter 1998 amount.

Gain  on  sale of assets of $60,000 in the first quarter of 1998 consists
of  net  gains of $28,000 on the sale of producing properties and $32,000
in  receipts from the sale of equipment on fully depleted wells in excess
of the plugging costs of those wells.

Interest  expense of $365,000 in the first quarter of 1998  represents  a
32%  increase  over  the  first quarter 1997 amount  of  $276,000.   This
increase is due to higher debt levels caused by the Company's spending on
the  exploration, development and acquisition of oil and  gas  properties
during 1997.

Many  existing computer applications use two digits rather than  four  to
define  the  applicable year, raising the possibility that  software  may
erroneously assume that a date using "00" as the year refers to the  year
1900 rather than the year 2000.

The  Company's existing software will properly handle all dates including
dates  beyond  December  31, 1999 and the Company  does  not  expect  any
significant operational difficulties or unusual costs to result from  the
year 2000 issue.  While it is not possible at this time to determine what
effect  the  year  2000  issue  might have on  the  Company's  customers,
suppliers,  or joint venture partners, the Company does not  believe  the
potential  problems  associated with the year  2000  issue  will  have  a
material effect on it financial position.

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

                                 19
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, 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, the Company's ability to  replace  and
expand  oil  and  gas  reserves, and such other risks  and  uncertainties
described from time to time in the Company's periodic reports and filings
with  the  Securities and Exchange Commission.  Accordingly, stockholders
and   potential   investors  are  cautioned  that   certain   events   or
circumstances could cause actual results to differ materially from  those
projected.








































                                 20


                       PART II - OTHER MATTERS

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

No matters were submitted to a vote of security holders during the
period covered by this report.
                                  
Item 5.   OTHER INFORMATION

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


Item 6. EXHIBITS AND REPORTS ON FORM 8K

No  reports  on form 8K were filed by the Company during  the  three
months ended March 31, 1998.

































                                 21
                             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 14, 1998                            /s/ Charles E. Drimal,Jr.
   (Date)                               --------------------------
                                        Charles E. Drimal, Jr.
                                        President
                                        Principal Executive Officer






May 14, 1998                            /s/ Beverly A. Cummings
   (Date)                               --------------------------
                                        Beverly A. Cummings
                                        Executive Vice President
                                        Principal Financial and
                                        Accounting Officer











                                 22