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, 1999

                                    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, 1999 was: Common Stock, $0.10 par value, 4,425,934
shares.
<PAGE>
                        PrimeEnergy Corporation

                         Index to Form 10-QSB

                             June 30, 1999




Part I -  Financial Information

Consolidated Balance Sheets - June 30, 1999 and
December 31, 1998                                                   3-4

Consolidated Statements of Operations for the six months
ended June 30, 1999 and 1998                                          5

Consolidated Statements of Operations for the three months
ended June 30, 1999 and 1998                                          6

Consolidated Statement of Stockholders' Equity for the
six months ended June 30, 1999                                        7

Consolidated Statements of Cash Flows for the six months
ended June 30, 1999 and 1998                                          8

Notes to Consolidated Financial Statements                         9-16

Management's Discussion and Analysis of Financial Condition
and Results of Operations                                         17-21


Part II - Other Matters                                              22

Signatures                                                           23

<PAGE>












                        PrimeEnergy Corporation

                      Consolidated Balance Sheets

                  June 30, 1999 and December 31, 1998



                                              June 30,   December 31,
                                                1998		1999
                                            (Unaudited)   (Audited)
ASSETS:
Current assets:
  Cash and cash equivalents                $  1,060,000  $ 1,167,000
  Restricted cash and cash
    equivalents (Note 2)                      1,228,000    1,080,000
  Accounts receivable (Note 3)                3,929,000    2,890,000
  Due from related parties (Note 8)           3,949,000    2,952,000
  Other current assets                          389,000       79,000
  Prepaid expenses                              116,000      351,000
  Deferred income taxes                          18,000       18,000
                                             ----------   ----------
      Total current assets                   10,689,000    8,537,000
                                             ----------   ----------

Property and equipment, at cost (Notes 1 and 4):
  Oil and gas properties (successful
    efforts method):
      Developed                              44,531,000   40,582,000
      Undeveloped                               633,000    1,284,000
  Furniture, fixtures and equipment
   including leasehold improvements           6,667,000    6,571,000
                                             ----------   ----------
                                             51,831,000   48,437,000
  Accumulated depreciation and depletion    (31,873,000) (29,310,000)
                                             ----------   ----------
    Net property and equipment               19,958,000   19,127,000
                                             ----------   ----------

Other assets                                    622,000      622,000
Due from affiliates                             325,000      325,000
                                             ----------   ----------
    Total assets                           $ 31,594,000  $28,611,000
                                             ==========   ==========










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

                      Consolidated Balance Sheets

                  June 30, 1999 and December 31, 1998



                                              June 30,   December 31,
                                           		1998		1999
                                            (Unaudited)   (Audited)
LIABILITIES and STOCKHOLDERS' EQUITY:
Current liabilities:
  Accounts payable                         $  6,833,000  $ 6,315,000
  Accrued liabilities:
    Payroll, benefits and related items         611,000      552,000
    Interest and other                          755,000      832,000
  Due to related parties (Note 8)             1,802,000      731,000
                                             ----------   ----------
    Total current liabilities                10,001,000    8,430,000
                                             ----------   ----------

Long-term bank debt (Note 5)                 18,500,000   16,505,000
Deferred income taxes (Note 1)                   18,000       57,000

Stockholders' equity:
  Preferred stock, $.10 par, authorized
    10,000,000 shares; none issued               --           --
  Common stock, $.10 par value, authorized
    15,000,000 shares; issued 7,607,970
    in 1999 and 1998                            761,000      761,000
  Paid in capital                            10,902,000   10,902,000
  Accumulated deficit                        (1,169,000)    (721,000)
                                             ----------   ----------
                                             10,494,000   10,942,000
  Treasury stock, at cost, 3,176,036
    common shares in 1999 and 3,158,376
    common shares in 1998                    (7,419,000)  (7,323,000)
                                             ----------   ----------
    Total stockholders' equity                3,075,000    3,619,000
                                             ----------   ----------
      Total liabilities and equity         $ 31,594,000  $28,611,000
                                             ==========   ==========










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

                        PrimeEnergy Corporation

                 Consolidated Statements of Operations

                Six Months Ended June 30, 1999 and 1998
                              (Unaudited)

                                                 1999          1998
Revenue:
  Oil and gas sales                           $ 4,471,000  $ 5,993,000
  District operating income                     5,862,000    5,545,000
  Administrative revenue (Note 8)                 845,000      850,000
  Reporting and management fees (Note 8)          156,000      146,000
  Interest and other income                       102,000      216,000
                                               ----------   ----------
    Total revenue                              11,436,000   12,750,000
                                               ----------   ----------

Costs and expenses:
  Lease operating expense                       2,727,000    3,226,000
  District operating expense                    4,237,000    4,305,000
  Depreciation and depletion of
    oil and gas properties                      2,237,000    2,429,000
  General and administrative expense            1,251,000    1,646,000
  Exploration costs                               821,000       95,000
  Interest expense (Note 5)                       656,000      713,000
                                               ----------   ----------
    Total costs and expenses                   11,929,000   12,414,000
                                               ----------   ----------
Income (loss) from operations                   (493,000)      336,000
Gain on sale and exchange of assets                14,000       35,000
                                               ----------   ----------
Net income (loss) before income taxes           (479,000)      371,000

(Benefit) provision for income taxes             (31,000)       37,000
                                               ----------   ----------
Net income (loss)                             $ (448,000) $    334,000
                                               ==========   ==========

Basic income (loss) per common
  share (Notes 1 and 9)                           $(0.10)        $0.07
                                                    ====          ====
Diluted income (loss) per common
  share (Notes 1 and 9)                           $(0.10)        $0.06
                                                    ====          ====








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

                 Consolidated Statements of Operations

               Three Months Ended June 30, 1999 and 1998
                              (Unaudited)



                                                 1999          1998
Revenue:
  Oil and gas sales                           $ 2,542,000  $ 3,086,000
  District operating income                     3,004,000    2,865,000
  Administrative revenue (Note 8)                 446,000      417,000
  Reporting and management fees (Note 8)           71,000       69,000
  Interest and other income                        57,000      136,000
                                               ----------   ----------
    Total revenue                               6,120,000    6,573,000
                                               ----------   ----------

Costs and expenses:
  Lease operating expense                       1,362,000    1,766,000
  District operating expense                    2,217,000    2,080,000
  Depreciation and depletion of
    oil and gas properties                      1,432,000    1,306,000
  General and administrative expense              629,000      819,000
  Exploration costs                               134,000       32,000
  Interest expense (Note 5)                       349,000      349,000
                                               ----------   ----------
    Total costs and expenses                    6,123,000    6,352,000
                                               ----------   ----------
Income (loss) from operations                     (3,000)      221,000
Gain on sale and exchange of assets                11,000        5,000
                                               ----------   ----------
Net income before income taxes                      8,000      226,000

Provision for income taxes                          7,000       19,000
                                               ----------   ----------
Net income                                    $     1,000 $    207,000
                                               ==========   ==========

Basic income per common
  share (Notes 1 and 9)                             $0.00        $0.05
                                                     ====         ====
Diluted income per common
  share (Notes 1 and 9)                             $0.00        $0.04
                                                     ====         ====







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

                 Consolidated Statement of Stockholders' Equity

                         Six Months Ended June 30, 1999




<TABLE>
<CAPTION>

                                                      Additional
                                 Commom Stock         Paid In       Retained     Treasury
                              Shares      Amount      Capital       Earnings     Stock           Total
<S>                           <C>         <C>        <C>            <C>          <C>             <C>
Balance at December 31, 1998  7,607,970   $761,000   $10,902,000      ($721,000) ($7,323,000)    $3,619,000

Purchased 17,660 shares of
 common stock                                                                        (96,000)       (96,000)

Net loss                                                               (448,000)                   (448,000)
                              ---------   --------   -----------      ----------  -----------     ----------
Balance at June 30, 1999      7,607,970   $761,000   $10,902,000    ($1,169,000) ($7,419,000)    $3,075,000
                              =========   ========   ===========     ===========  ===========     ==========

</TABLE>









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

                      PrimeEnergy Corporation

               Consolidated Statements of Cash Flows

              Six Months Ended June 30, 1999 and 1998
                            (Unaudited)


                                                1999         1998

Net cash provided by operating
  activities                              $  2,637,000 $   3,134,000
                                             ----------   ----------

Cash flows from investing activities:
  Capital Expenditures,
    including dry hole costs                 (4,690,000)  (2,608,000)
  Proceeds from sale of property
    and equipment                                37,000      295,000
  Proceeds from payments on note receivable      10,000        --
                                             ----------   ----------
    Net cash (used in) investing
       activities                            (4,643,000)  (2,313,000)
                                             ----------   ----------

Cash flows from financing activities:
  Purchase of treasury stock                    (96,000)  (1,218,000)
  Increase in long-term bank debt and
    other long-term obligations              12,255,000   16,415,000
  Repayment of long-term bank debt and
    other long-term obligations             (10,260,000) (16,630,000)
  Proceeds from exercised stock options           --          15,000
                                             ----------   ----------
    Net cash provided by (used in)
      financing activities                    1,899,000   (1,418,000)
                                             ----------   ----------

Net decrease in cash and cash
  equivalents                                  (107,000)    (597,000)

Cash and cash equivalents at the
  beginning of the period                     1,167,000    2,987,000
                                             ----------   ----------
Cash and cash equivalents at the
  end of the period                       $   1,060,000 $  2,390,000
                                             ==========   ==========






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

            Notes to Consolidated Financial Statements

                           June 30, 1999

(1)  Description of Operations and Significant Accounting Policies:

     Nature of Operations-

     PrimeEnergy  Corporation  ("PEC"), a  Delaware  corporation,  was
     organized  in  March  1973.  PrimeEnergy  Management  Corporation
     ("PEMC"),  a  wholly-owned  subsidiary,  acts  as  the   Company,
     providing administration, accounting and tax preparation services
     for  53 private and publicly-held limited partnerships and trusts
     (the  "Partnerships"). PEC owns Eastern Oil Well Service  Company
     ("EOWSC")  and Southwest Oilfield Construction Company  ("SOCC"),
     both of which perform oil and gas field servicing.  PEC also owns
     Prime Operating Company ("POC") which serves as operator for most
     of  the producing oil and gas properties owned by the Company and
     affiliated  entities.  PrimeEnergy Corporation  and  its  wholly-
     owned subsidiaries are herein referred to as the "Company".

     The  Company is engaged in 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  1,564
     wells  and owns non-operating interests in 494 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.

     Certain  items on the prior year income and cash flow  statements
     have   been   reclassified   to   conform   with   current   year
     classification.

     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
     <PAGE>
     and  expenses  related  to oil and gas  interests  owned  by  the
     partnerships.

     Use of Estimates-

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

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

     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.
     <PAGE>
     The  cost  of  assets  and  related accumulated  depreciation  is
     removed  from the accounts when such assets are disposed of,  and
     any related gains or losses are reflected in current earnings.

     Income Taxes-

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

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

     General and Administrative Expenses-

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

     Income per share-

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

     Statements of cash flows-

     For  purposes of the consolidated statements of cash  flows,  the
     Company  considers  short-term, highly  liquid  investments  with
     original  maturities  of  less  than  ninety  days  to  be   cash
     equivalents.  Costs  relating  to  the  drilling  of  wells  that
     ultimately result in dry holes, and are therefore written off  to
     expense, are treated as investing activities.

     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.

     <PAGE>
     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  1999, the Financial Accounting Standards  Board  issued
     Statement  of Financial Accounting Standards No. 137  ("SFAS  No.
     137"),   "Accounting  for  Derivative  Instruments  and   Hedging
     Activities - Deferral of the Effective Date of FASB Statement No.
     133." SFAS No. 133 establishes accounting and reporting standards
     requiring  that  every derivative instrument  (including  certain
     derivative  instruments embedded in other contracts) be  recorded
     in  the balance sheet as either an asset or liability measured at
     its fair value. It also requires that changes in the derivative's
     fair  value  be recognized currently in earnings unless  specific
     hedge  accounting  criteria  are  met.  Special  accounting   for
     qualifying  hedges  allows a derivative's  gains  and  losses  to
     offset   related  results  on  the  hedged  item  in  the  income
     statement,  and  requires that a company must formally  document,
     designate,  and  assess the effectiveness  of  transactions  that
     receive hedge accounting. In accordance with the issuance of SFAS
     No.137,  the Company will be required to adopt the provisions  of
     SFAS No. 133 no later than the beginning of fiscal year 2001. The
     Company  has not yet quantified the impacts of adopting SFAS  No.
     133 on its financial statements and has not determined the timing
     of  or method of adoption of SFAS No. 133. However, SFAS No.  133
     could  increase  volatility in earnings and  other  comprehensive
     income.

(2)  Restricted Cash and Cash Equivalents:

     Restricted  cash  and  cash equivalents includes  $1,228,000  and
     $1,080,000  at June 30, 1999 and December 31, 1998, respectively,
     of cash primarily pertaining to unclaimed royalty payments. There
     were corresponding accounts payable recorded at June 30, 1999 and
     December 31, 1998 for these liabilities.

(3)  Accounts Receivable

     Accounts  receivable  at  June 30, 1999  and  December  31,  1998
     consisted of the following:
     <PAGE>

                                        June 30,       December 31,
                                          1999               1998

      Joint Interest Billing          $ 1,733,000       $ 1,395,000
      Trade Receivables                   466,000           264,000
      Oil and Gas Sales                 1,826,000         1,287,000
      Other                                31,000            71,000
                                        ---------         ---------
                                        4,056,000         3,017,000

      Less, Allowance for doubtful
       accounts                          (127,000)         (127,000)
                                        ---------         ---------
                                      $ 3,929,000       $ 2,890,000
                                        =========         =========


(4)  Property and equipment

     Property  and  equipment at June 30, 1999 and December  31,  1998
     consisted of the following:

                                       June 30,        December 31,
                                         1999               1998

      Developed oil and gas
        properties at cost            $44,531,000       $40,582,000
      Undeveloped oil and gas
        properties at cost                633,000         1,284,000
      Less, accumulated depletion
        and depreciation              (27,313,000)      (25,077,000)
                                      ------------      ------------
                                       17,851,000        16,789,000
                                      ------------      ------------

      Furniture, fixtures and
        equipment                       6,667,000         6,571,000
      Less, accumulated depreciation   (4,560,000)       (4,233,000)
                                       ----------        ----------
                                        2,107,000         2,338,000
                                       ----------        ----------
      Total net property and
        equipment                     $19,958,000       $19,127,000
                                       ==========        ==========

(5)  Long-Term Bank Debt

     During  1998 and 1999, the Company was party to a line of  credit
     agreement with a bank with a non-reducing borrowing base  of  $20
     million.  In February 1999, the credit agreement was  revised  to
     require  that  the  $20 million borrowing base, reestablished  on
     October  14,  1998,  would  begin reducing  monthly  by  $300,000
     beginning  February 1, 1999. As of June 30, 1999, the outstanding
     borrowings  of $18,500,000 agreed to the amount of the  borrowing
     base.
     <PAGE>
     The   credit  agreement  provides  for  interest  on  outstanding
     borrowings at the bank's base rate, as defined, payable  monthly,
     or  at  rates ranging from 1.5% to 2% over the London  Inter-Bank
     Offered Rate (LIBO rate) depending upon the Company's utilization
     of  the  available  line of credit, payable at  the  end  of  the
     applicable interest period.

     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  are
     pledged  as  security under this agreement.  Under the  Company's
     credit  agreement,  the  Company  is  required  to  maintain,  as
     defined,  a  minimum  current ratio,  tangible  net  worth,  debt
     coverage ratio and interest coverage ratio.


(6)  Contingent Liabilities:

     PEMC,  as Company 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  June  30,  1999  and  1998, options on  802,500  shares  were
     <PAGE>
     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, 1999 and 1998,  options
     on  111,000  and  112,000 shares were exercisable  at  $1.50  per
     share, respectively, and no additional shares were available  for
     granting.

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

 (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  Company  in  each  of  the
     Partnerships, PEMC receives approximately 5% to 12%  of  the  net
     revenues  of  each  Partnership as  a  carried  interest  in  the
     Partnerships' properties.

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

     In  1991,  the  Company  loaned  approximately  $325,000  at  12%
     interest to a real estate limited partnership of which a  Company
     Director  is  a  general partner.  This  loan  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, 1999 and December  31,  1998
     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
     <PAGE>
     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:

<TABLE>
<CAPTION>
                              Six Months Ended                  Six Months Ended
                               June 30, 1999                      June 30, 1998

                        Net          Number of  Per Share    Net       Number of  Per Share
                        Loss         Shares     Amount       Income    Shares     Amount
<S>                     <C>          <C>         <C>         <C>       <C>        <C>
Net income (loss) per
  common share          $(448,000)   4,443,368   $(0.10)     $334,000  4,486,215  $0.07
Effect of dilutive
 securities: Options*        --          --        --            --      780,092  (0.01)
                        _________   __________  ______       ________  _________  _____
Diluted  net income
(loss) per common share $(448,000)   4,438,368   $(0.10)     $334,000   5,266,307 $0.06
                         ========   ==========    =====      ========   =========  =====
</TABLE>
     * For the six months ended June 30,1999, the number of options
     excluded from diluted loss per common share calculations were
     715,323 as the conversion of these would have an anti-dilutive
     effect on net loss per share.


<TABLE>
<CAPTION>
                             Three Months Ended                  Three Months Ended
                               June 30, 1999                      June 30, 1998

                        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          $   1,000    4,443,241   $ 0.00      $207,000  4,470,434  $0.05
Effect of dilutive
 securities: Options**        --       702,877     0.00           --     774,134  (0.01)
                        _________   __________   ______      ________  _________  _____
Diluted  net income
 per common share       $   1,000    5,136,118   $ 0.00      $207,000  5,244,568  $0.04
                         ========   ==========    =====      ========  =========  =====
</TABLE>

<PAGE>

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

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


LIQUIDITY AND CAPITAL RESOURCES

The  Company  feels  that  it has the ability  to  generate  sufficient
amounts  of  cash to meet long-term liquidity needs, as  well  as  debt
service.   The  Company's goal is to generate increased cash  flows  by
increasing  its reserve base through continued acquisition, exploration
and   development.  By  increasing  its  reserve  base,  the  Company's
borrowing  ability is increased due to additional properties  available
as  collateral.  Capital  expenditures during  1999  were  financed  by
borrowings  and internally generated funds coupled with  cash  balances
available at the prior year-end.

During  1998  and  1999, the Company was party to  a  line  of  credit
agreement  with  a  bank  with a non-reducing borrowing  base  of  $20
million. In February 1999, the credit agreement was revised to require
that  the  $20  million borrowing base, reestablished on  October  14,
1998,  would begin reducing monthly by $300,000 beginning February  1,
1999.  The  credit  agreement  provides for  interest  on  outstanding
borrowings at the bank's base rate, as defined, payable monthly, or at
rates ranging from 1.5% to 2% over the London Inter-Bank Offered  Rate
(LIBO  rate) depending upon the Company's utilization of the available
line of credit, payable at the end of the applicable interest period.

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 are pledged as
security  under this agreement. Under the Company's credit  agreement,
the  Company  is  required to maintain, as defined,  minimum  current,
tangible net worth, debt coverage and interest coverage ratios.

As of June 30, 1999, the Company had fully utilized its credit line of
$18,500,000.

The   Company   spent  approximately  $4,118,000  on  the  acquisition,
exploration and development of oil and gas properties in the first half
of  1999,  including  $413,000  spent  to  repurchase  limited  partner
interests from investors in the oil and gas partnerships.

The   Company  also  spent  approximately  $196,000  on  field  service
equipment  and $66,000 on computer hardware and software in  the  first
half of 1999.

The Company spent $96,000 in the first half of 1999 to acquire treasury
stock in open market transactions.

<PAGE>

During  1998,  the  Company  organized a 1998  Drilling  Program  which
included  participation by several joint venture  partners.  Six  wells
have  been  drilled as part of this program. As of  the  date  of  this
report,  two of the wells are producing, one well is currently awaiting
hookup,  and  three  wells  have  been  determined  to  be  dry  holes.
Substantially all of the costs associated with the three dry holes have
been written off to expense as of June 30, 1999.

The Company is currently participating in the development of the Ramrod
field  in  southeast Texas. The Company was carried for  its  share  of
drilling costs on the Saint Andrew #1 well, but will be responsible for
a  portion of the completion costs, as well as its share of the cost of
frac  jobs  to  be  performed. The Company  also  participated  in  the
drilling  of  the Saint George #2 well. It is not known  at  this  time
whether  these wells will produce in commercial quantities. The Company
has  spent $1,210,000 on the development of this field in the first six
months  of  1999 and expects to spend another $1,306,000 in  the  third
quarter of 1999.

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

RESULTS OF OPERATIONS

The  Company had a loss of $448,000 for the six months ended  June  30,
1999 as compared to income of $334,000 in the first six months of 1998.
The  Company  had  income of $1,000 in the second quarter  of  1999  as
compared to income of $207,000 in the second quarter of 1998. The  1999
loss  is primarily attributable to extremely low oil and gas prices  in
the first half of 1999 and $821,000 in exploration costs incurred.

Oil  and gas sales of $4,471,000 for the first half of 1999 represented
a  25% decrease over sales in the first half of 1998. In the first half
of 1999 average oil and gas prices were $13.07 per barrel and $2.02 per
Mcf  as  compared to $13.20 per barrel and $2.28 per Mcf in  the  first
half  of  1998.  Production for the first six months  of  1999  totaled
118,113  barrels of oil and 1,448,452 Mcf of gas as compared to 140,392
barrels of oil and 1,813,424 Mcf of gas during the comparable period in
1998.

Second  quarter  oil  and  gas sales of $2,542,000  represented  a  18%
decrease over sales in the second quarter of 1998. Second quarter  1999
average oil and gas prices were $15.20 per barrel and $2.14 per Mcf  as
compared  to $12.47 per barrel and $2.34 per Mcf in the second  quarter
of  1998.  Production  for the second quarter of  1999  totaled  60,020
barrels of oil and 762,174 Mcf of gas as compared to 70,908 barrels  of
oil and 939,349 Mcf of gas during the comparable period in 1998.

In  November  1998, the Company sold one-half of its  interest  in  the
Ramrod  property,  and turned over operations of the  property  to  the
purchaser. In December, the most significant well on this property, the
<PAGE>
Saint  George #1, had to be shut in for remedial work. The Saint George
#1  has since come back on line, but is producing at a lesser rate than
before  the  remedial  work was performed. Total  production  from  the
Ramrod  property was 48,000 Mcf of gas and 300 barrels of  oil  in  the
first  half of 1999 as compared to 329,000 Mcf of gas and 4,700 barrels
of oil in 1998.

The Company's South Powderhorn property produced 149,000 Mcf of gas  in
the  first half of 1999 as compared to 348,000 Mcf in 1998,  due  to  a
sharp natural decline curve on this property.

The  Francis Martin #1 well, which was drilled as part of the Company's
1998  drilling program, had first production on January 28th 1999,  and
contributed 264,000 Mcf to the Company's production in the  first  half
of 1999. The Company owns a 13.44% revenue interest in this well, which
is  currently  producing  at a rate of over 14,000  Mcf  per  day.  The
Company's participation in this well was subject to a provision wherein
its  ownership interest is reduced at such time as it has received cash
flow  equal to its capital costs expended on the well. Its interest  is
further reduced when additional levels of cash flow are met.

The Company has entered into commodity swap contracts  with  the  First
National Bank   of  Chicago.  Pursuant  to these contracts, the Company
will add approximately $11,000 of gas revenue received in the field  in
the  third quarter. The Company used similar swap contracts to sell its
oil  production for the third quarter at $19.00 per barrel.

District  operating  income increased by $317,000 or  6%,  between  the
first  half of 1999 and the first half of 1998, and by $139,000, or  5%
in  the second quarter of 1999 as compared to the comparable period  in
1988.  Both  increases  were  primarily due  to  an  increase  in  work
performed for third parties.

Administrative  revenue for the first half of 1999 declined  by  1%  as
compared  to  1998.  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  the  amounts
allocated to the Partnerships.

Lease  operating expense for the first half of 1999 declined by 15%  or
$499,000  compared  to  the  first  half  of  1998.  In  terms  of  Mcf
equivalents, with one barrel of oil considered to be equal to  six  Mcf
of gas, per unit costs increased from $1.22 per Mcf equivalent to $1.26
per  Mcf equivalent. This is largely because as production from certain
fields  declines, the costs associated with operating those  fields  do
not decline proportionately.
<PAGE>
The  Company receives reimbursement for costs incurred related  to  the
evaluation,  acquisition  and  development  of  properties   in   which
interests   are   owned   by  its  joint  venture   partners,   related
partnerships, and trusts. To the extent that these costs  are  expended
at  the  district  level,  the  reimbursements  reduce  total  district
operating expenses. To the extent such expenses are incurred  by  PEMC,
such  reimbursements reduce total general and administrative  expenses.
Such reimbursement totaled approximately $800,000 in the first half  of
1999 as compared to $675,000 for the same period in 1998.

District  operating expense decreased 2%, or $68,000 in the first  half
of 1999 as compared to the same period in 1998.

General and administrative expenses decreased by nearly 24% in both the
six  months of 1999 and the second quarter of 1999, as compared to  the
comparable periods in 1998.

The  lower  district operating and general and administrative  expenses
are  due  to  efforts  by the Company to reduce costs  in  response  to
extremely low oil and gas prices.

Depreciation  and  depletion  of  oil  and  gas  properties   decreased
$192,000, or 8%, in the first half of 1999 as compared to the  half  of
1998, but increased by $126,000 or 10% in the second quarter of 1999 as
compared to the second quarter of 1998. Per unit costs were higher  for
both  the  six month and quarterly periods in 1999 as compared  to  the
same  periods in 1998, but for the six month period this was more  than
offset by the lower volumes produced.

Exploration  costs  were $821,000 during the  first  half  of  1999  as
compared  to  $95,000 during the same period in 1998.  The  1999  costs
consist primarily of the cost of two dry holes drilled as part  of  the
Company's 1998 Drilling Program.

Interest  expense during the first half of 1999 decreased approximately
8% to $656,000 as average debt levels decreased.

The  Year  2000  (Y2K) issue is the definition and  resolution  of
potential problems resulting from computer application programs or
imbedded chip instruction sets utilizing two-digits, as opposed to
four  digits,  to  define  a specific year.  Such  date  sensitive
systems  may  be unable to properly interpret dates,  which  could
cause  a  system  failure  or other computer  errors,  leading  to
disruptions  in operations. The Company relies on the Company  for
all  management  and administrative functions.  Consequently,  the
Company's exposure to the Y2K problems is determined by what  Year
2000 efforts have been undertaken by the Company.

In  1997, the Company developed a three-phase program for the  Y2K
information  systems  compliance. Phase I  is  to  identify  those
systems  with which the Company has exposure to Y2K issues.  Phase
II  is  to remediate systems and replace equipment where required.
Phase  III is the final testing of each major area of exposure  to
ensure  compliance. The Company has identified  four  major  areas
determined  to  be  critical for successful  Y2K  compliance:  (1)
financial      and      informational     system     applications,
(2)   communications  applications,  (3)  oil  and  gas  producing
operations, and (4) third-party relationships.

The  Company, in accordance with Phase I of the program, conducted
an  internal  review  of  all systems and contacted  all  software
suppliers to determine major areas of exposure to Y2K issues.  The
<PAGE>
Company has completed the modifications to its core financial  and
reporting  systems  and is continuing to test compliance  in  this
area. These modifications were made in conjunction with an upgrade
of  the financial reporting applications provided by the Company's
software vendor. Conversion to the new system was completed during
1998.  Due  to the technology advances in the communications  area
the  Company has upgraded such equipment regularly over  the  past
three  years.  Y2K compliance was a specification  requirement  of
each  installation. Consequently, the Company expects exposure  in
this  area to be limited to third party readiness. The Company  is
in  the  process  of identifying areas of exposure resulting  from
equipment  used  in  its  oil  and gas producing  operations.  The
Company  intends  to  continue  identification,  remediation   and
testing throughout 1999. In the third-party area, the Company  has
received  assurance  from its significant service  suppliers  that
they  intend  to  be  Y2K  compliant  by  2000.  The  Company  has
implemented a program to request Year 2000 certification or  other
assurance from other third parties during 1999.

The Company recognizes that, notwithstanding the efforts described
above,  the Company could experience disruptions to its operations
or  administrative functions, including those resulting from  non-
compliant  systems utilized by unrelated third party  governmental
and business entities. The Company is in the process of developing
a  contingency  plan in order to mitigate potential disruption  to
business  operations. The Company expects  to  complete   and   to
refine this plan throughout 1999.

The  Company  has  handled  identifying, remediating  and  testing
systems  for  Year  2000 compliance within the  scope  of  routine
upgrades  and systems evaluations. The Company expects to complete
the  review of oil and gas operations exposure in the same manner,
without   incurring   substantial   additional   costs.   However,
information resulting from the oil and gas operations  review  may
indicate required expenditures not currently contemplated  by  the
Company.
<PAGE>


























                      PART II - OTHER MATTERS

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

The Annual Meeting of Stockholders of the Company was held on June
3,  1999.   One  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  the
re-election  were elected.  The number of shares of the  Company's
common  stock  outstanding and entitled  to  vote  at  the  Annual
Meeting  was  4,439,124.  Those 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.
                                 For             Withheld
     Samuel R. Campbell       3,741,326            5,146
     James E. Clark           3,741,166            5,306
     Beverly A. Cummings      3,741,676            4,796
     Charles E. Drimal, Jr.   3,741,676            4,796
     Matthias Eckenstein      3,741,826            4,646
     H. Gifford Fong          3,741,726            4,746
     Thomas S. T. Gimbel      3,741,726            4,746
     Clint Hurt               3,741,826            4,646
     Robert de Rothschild     3,741,626            4,846
     Jarvis J. Slade          3,741,226            5,246
     Jan K. Smeets            3,741,826            4,646
     Bennie H. Wallace, Jr.   3,741,726            4,746
     Gaines Wehrle            3,741,576            4,896
     Michael H. Wehrle        3,741,526            4,946

Additionally, the shareholders by a vote of 3,332,419  shares  for
and  4,840  against, with 2,226 abstaining and 406,987  broker  no
votes,  voted to reduce the number of authorized preferred  shares
from  from  10,000,000 to 5,000,000, and the number of  authorized
common shares from 15,000,000 to 10,000,000.


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, 1999.

<PAGE>
SIGNATURES



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






                                        PrimeEnergy Corporation
                                        (Registrant)





August 16, 1999                         /s/ Charles E. Drimal,Jr.
   (Date)                               --------------------------
                                        Charles E. Drimal, Jr.
                                        President
                                        Principal Executive
                                        Officer






August 16, 1999                         /s/ Beverly A. Cummings
   (Date)                               --------------------------
                                        Beverly A. Cummings
                                        Executive Vice President
                                        Principal Financial and
										Accounting Officer