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, 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  May  12, 1999 was: Common Stock, $0.10 par value,  4,431,954
shares.
   
                        PrimeEnergy Corporation
                                   
                         Index to Form 10-QSB
                                   
                            March 31, 1999
                                   
                                   
                                   

Part I -  Financial Information

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

Consolidated Statements of Operations for the three months
ended March 31, 1999 and 1998                                         5

Consolidated Statement of Stockholders' Equity for the
three months ended March 31, 1999                                     6

Consolidated Statements of Cash Flows for the three months
ended March 31, 1999 and 1998                                         7

Notes to Consolidated Financial Statements                         8-16

Management's Discussion and Analysis of Financial Condition
and Results of Operations                                         17-22


Part II - Other Matters                                              23

Signatures                                                           24













                        PrimeEnergy Corporation
                                   
                      Consolidated Balance Sheets
                                   
                 March 31, 1999 and December 31, 1998
                                   
                                   

                                             March 31,   December 31,
1999                                            1998
                                            (Unaudited)   (Audited)
ASSETS:
Current assets:
  Cash and cash equivalents                $  1,080,000  $ 1,167,000
  Restricted cash and cash
    equivalents (Note 2)                      1,279,000    1,080,000
  Accounts receivable (Note 3)                2,980,000    2,890,000
  Due from related parties (Note 8)           4,243,000    2,952,000
  Other current assets                          382,000       79,000
  Prepaid expenses                               39,000      351,000
  Deferred income taxes                          18,000       18,000
                                             ----------   ----------
      Total current assets                   10,021,000    8,537,000
                                             ----------   ----------

Property and equipment, at cost (Notes 1 and 4):
  Oil and gas properties (successful
    efforts method):
      Developed                              42,562,000   40,582,000
      Undeveloped                               521,000    1,284,000
  Furniture, fixtures and equipment
   including leasehold improvements           6,556,000    6,571,000
                                             ----------   ----------
                                             49,639,000   48,437,000
  Accumulated depreciation and depletion    (30,189,000) (29,310,000)
                                             ----------   ----------
    Net property and equipment               19,450,000   19,127,000
                                             ----------   ----------

Other assets                                    624,000      622,000
Due from affiliates                             325,000      325,000
                                             ----------   ----------
    Total assets                           $ 30,420,000  $28,611,000
                                             ==========   ==========




See accompanying notes to the consolidated financial statements.
                     
                        PrimeEnergy Corporation
                                     
                      Consolidated Balance Sheets
                                   
                 March 31, 1999 and December 31, 1998
                                   
                                   

                                             March 31,   December 31,
                                               1999		     1998
                                            (Unaudited)   (Audited)
LIABILITIES and STOCKHOLDERS' EQUITY:
Current liabilities:
  Accounts payable                         $  6,261,000  $ 6,315,000
  Accrued liabilities:
    Payroll, benefits and related items         691,000      552,000
    Interest and other                          912,000      832,000
  Due to related parties (Note 8)               355,000      731,000
                                             ----------   ----------
    Total current liabilities                 8,219,000    8,430,000
                                             ----------   ----------

Long-term bank debt (Note 5)                 19,075,000   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                        (1,171,000)    (721,000)
                                             ----------   ----------
                                             10,492,000   10,942,000
  Treasury stock, at cost, 3,168,876
    common shares in 1999 and 3,158,376
    common shares in 1998                   (7,384,000)   (7,323,000)
                                             ----------   ----------
    Total stockholders' equity                3,108,000    3,619,000
                                             ----------   ----------
      Total liabilities and equity         $ 30,420,000  $28,611,000
                                             ==========   ==========



See accompanying notes to the consolidated financial statements.

                        PrimeEnergy Corporation
                                   
                 Consolidated Statements of Operations
                                   
              Three Months Ended March 31, 1999 and 1998
                              (Unaudited)
                                   
                                   
                                   
                                                 1999          1998
Revenue:
  Oil and gas sales                           $ 1,929,000  $ 2,907,000
  District operating income                     2,858,000    2,680,000
  Administrative revenue (Note 8)                 399,000      433,000
  Reporting and management fees (Note 8)           84,000       77,000
  Interest and other income                        44,000       80,000
                                               ----------   ----------
    Total revenue                               5,314,000    6,177,000
                                               ----------   ----------

Costs and expenses:
  Lease operating expense                       1,364,000    1,460,000
  District operating expense                    2,020,000    2,225,000
  Depreciation and depletion of
    oil and gas properties                        805,000    1,123,000
  General and administrative expense              621,000      826,000
  Exploration costs                               687,000       63,000
  Interest expense (Note 5)                       307,000      365,000
                                               ----------   ----------
    Total costs and expenses                    5,804,000    6,092,000
                                               ----------   ----------
Income (loss) from operations                   (490,000)       85,000
Gain on sale and exchange of assets                 3,000       30,000
                                               ----------   ----------
Net income (loss) before income taxes           (487,000)      145,000

(Benefit) provision for income taxes             (37,000)       18,000
                                               ----------   ----------
Net income (loss)                             $ (450,000) $    127,000
                                               ==========   ==========

Basic income (loss) per common
  share (Notes 1 and 9)                            $(0.10)       $0.03
                                                     ====         ====
Diluted income (loss) per common
  share (Notes 1 and 9)                            $(0.10)       $0.02
                                                     ====         ====


See accompanying notes to the consolidated financial statements.
                             
                             PrimeEnergy Corporation
                                        
                 Consolidated Statement of Stockholders' Equity
                                        
                        Three Months Ended March 31, 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 10,500 shares of                                                                      
 common stock                                                                        (61,000)       (61,000)
                                                                                                
Net loss                                                               (450,000)                   (450,000)
                              ---------   --------   -----------      ----------  -----------     ----------
Balance at March 31, 1999     7,607,970   $761,000   $10,902,000    ($1,171,000) ($7,384,000)     $3,108,000
                              =========   ========   ===========     ===========  ===========     ==========
                                                                                                      
</TABLE>
  

  
  
  
  
  
  
  
  
  
        See accompanying notes to the consolidated financial statements.
                                        
                                 
               Consolidated Statements of Cash Flows
                                 
            Three Months Ended March 31, 1999 and 1998
                            (Unaudited)
                                 
                                 
                                                1999         1998

Net cash provided by (used in)
  operating activities                        $(569,000)    $6,054,000
                                              ----------    ----------

Cash flows from investing activities:
  Capital Expenditures,
    including dry hole costs                 (2,035,000)    (2,754,000)
  Proceeds from sale of property
    and equipment                                 3,000        289,000
  Proceeds from payments on note receivable       5,000           --
                                             ----------     ----------
    Net cash (used in) investing
       activities                            (2,027,000)    (2,465,000)
                                              ----------     ----------

Cash flows from financing activities:
  Purchase of treasury stock                   (61,000)       (995,000)
  Increase in long-term bank debt and
    other long-term obligations               7,565,000      8,870,000
  Repayment of long-term bank debt and
    other long-term obligations              (4,995,000)    (8,885,000)
                                             ----------      ----------
    Net cash provided by (used in)
      financing activities                    2,509,000     (1,010,000)
                                             ----------     ----------

Net increase (decrease) in cash and cash
  equivalents                                   (87,000)     2,579,000

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                       $   1,080,000     $5,566,000
                                             ==========     ==========



 See accompanying notes to the consolidated financial statements.
                                
                      PrimeEnergy Corporation
                                 
            Notes to Consolidated Financial Statements
                                 
                          March 31, 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 managing  general
    partner,  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
    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.
    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,"  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.  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.
    
    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  1998, the Financial Accounting Standards  Board  issued
     Statement  of Financial Accounting Standards No. 133  ("SFAS  No.
     133"),   "Accounting  for  Derivative  Instruments  and   Hedging
     Activities".  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. SFAS No. 133 is effective  for  fiscal
     years  beginning  after  June  15, 1999  and  cannot  be  applied
     retroactively. 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.

     In  June  1997, the Financial Accounting Standards  Board  issued
     Statement of Financial Accounting Standards No. 130 ("SFAS 130"),
     "Reporting Comprehensive Income." SFAS 130 requires companies  to
     disclose  comprehensive  income and its components.  The  Company
     currently  has  no  items  of  other  comprehensive  income   and
     therefore SFAS 130 does not apply.
     
(2)  Restricted Cash and Cash Equivalents:

    Restricted  cash  and  cash equivalents  includes  $1,279,000  and
    $1,080,000  at March 31, 1999 and December 31, 1998, respectively,
    of  cash primarily pertaining to unclaimed royalty payments. There
    were corresponding accounts payable recorded at March 31, 1999 and
    December 31, 1998 for these liabilities.
    
(3)  Accounts Receivable

    Accounts  receivable  at  March 31, 1999  and  December  31,  1998
    consisted of the following:

                                 
                                        March 31,       December 31,
                                          1999               1998

      Joint Interest Billing          $ 1,444,000       $ 1,395,000
      Trade Receivables                   453,000           264,000
      Oil and Gas Sales                 1,147,000         1,287,000
      Other                                63,000            71,000
                                        ---------         ---------
                                        3,107,000         3,017,000

      Less, Allowance for doubtful
       accounts                          (127,000)         (127,000)
                                        ---------         ---------
                                      $ 2,980,000       $ 2,890,000
                                        =========         =========
                                 

(4)  Property and equipment

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

                                       March 31,        December 31,
                                         1999               1998

      Developed oil and gas
        properties at cost            $42,562,000       $40,582,000
      Undeveloped oil and gas
        properties at cost                521,000         1,284,000
      Less, accumulated depletion
        and depreciation              (25,881,000)      (25,077,000)
                                      ------------      ------------
                                       17,202,000        16,789,000
                                      ------------      ------------

      Furniture, fixtures and
        equipment                       6,556,000         6,571,000
      Less, accumulated depreciation   (4,308,000)       (4,233,000)
                                       ----------        ----------
                                        2,248,000         2,338,000
                                       ----------        ----------
      Total net property and
        equipment                     $19,450,000       $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.  Twenty-five percent of the borrowing
    is  syndicated  to  a second bank.  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 1/2% 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  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,  1999  and  1998, 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, 1999 and 1998,  options  on  111,000
    shares  were  exercisable  at $1.50 per share  and  no  additional
    shares were available for granting.
    
    PEMC  has  a  marketing  agreement with its current  President  to
    provide  assistance  and  advice to PEMC in  connection  with  the
    organization and marketing of oil and gas partnerships  and  joint
    ventures  and other investment vehicles of which PEMC is to  serve
    as  general  or  managing  partner.  The  Company  had  a  similar
    agreement  with its former Chairman.  Although that agreement  has
    expired, the former Chairman is still entitled to receive  certain
    payments  relating  to partnerships formed  during  the  time  the
    agreement  was  in  effect.   The  President  is  entitled  to   a
    percentage  of the Company's carried interest depending  on  total
    capital  raised  and  annual performance of the  Partnerships  and
    joint ventures.
    
 (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  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 March 31, 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
    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>


                             Three Months Ended                  Three Months Ended
                               March 31, 1999                      March 31, 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 (loss) per
  common share          $(450,000)   4,443,561   $(0.10)     $127,000  4,502,171  $0.03

Effect of dilutive 
 securities: Options*        --          --        --            --      794,655  (0.01)
                        _________   __________  ______       ________  _________  _____
                 
Diluted  net income
(loss) per common share $(450,000)   4,443,561   $(0.10)     $127,000   5,296,826 $0.02
                         ========   ==========    =====      ========   =========  ===== 
     
                                    
</TABLE>     
 
 * For the three months ended March 31, 1999, the number of options excluded    
   from diluted loss per share calculations were 726,721 as the conversion of 
   these would have had an anti-dilutive effect on net loss per share.  
     
Item   2.     MANAGEMENT'S   DISCUSSION  AND  ANALYSIS   OF   FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

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


LIQUIDITY AND CAPITAL RESOURCES

The  Company  feels  that  it has the ability  to  generate  sufficient
amounts  of  cash to meet long-term liquidity needs, as  well  as  debt
service.   The  Company's goal is to generate increased cash  flows  by
increasing  its reserve base through continued acquisition, exploration
and   development.  By  increasing  its  reserve  base,  the  Company's
borrowing  ability is increased due to additional properties  available
as  collateral.  Capital  expenditures during  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.  Twenty-five percent of the borrowing is syndicated to a  second
bank.  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 1/2% 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 March 31, 1999, the Company had $19,075,000 outstanding against
a line of credit of $19,400,000.

The   Company   spent  approximately  $1,903,000  on  the  acquisition,
exploration  and  development of oil and gas properties  in  the  first
quarter  of 1999, including $98,000 spent to repurchase limited partner
interests from investors in the oil and gas partnerships.

The   Company  also  spent  approximately  $122,000  on  field  service
equipment  and $19,000 on computer hardware and software in  the  first
quarter of 1999.

The  Company  spent  $61,000 in the first quarter of  1999  to  acquire
treasury stock in open market transactions.

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,  three  wells  have  been
determined  to be dry holes, and one well is currently being evaluated.
Substantially all of the costs associated with the three dry holes have
been written off to expense as of March 31, 1999.

The Company is currently participating in the development of the Ramrod
field  in  South East Texas. The Company was carried for it's share  of
drilling  costs  on the Saint Andrew # 1 well, but will be  responsible
for  a  portion of the completion costs, as well as it's share  of  the
cost  of  a  frac  job  to  be performed. One zone  on  this  well  has
established commercial production, and is hoped that a second zone will
be  productive  after  the  frac job is  completed.  The  Company  also
participated  in the drilling of the Saint George # 2 well,  for  which
it's  share  of  costs  will  be approximately  $1,300,000.  There  are
currently  plans to frac two zones on this well, and it is  hoped  that
both  of  these  zones will then produce in commercial quantities.  The
costs of these two wells had not been paid as of March 31, 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 $450,000 for the three months ended March 31,
1999  as compared to income $127,000 in the first quarter of 1998.  The
1999 loss is primarily attributable to extremely low oil and gas prices
in  the  first  quarter  of  1999, and $687,000  in  exploration  costs
incurred.

Oil  and  gas  sales  of  $1,929,000 for  the  first  quarter  of  1999
represented a 34% decrease over sales in the first quarter of 1998.  In
the  first  quarter of 1999 average oil and gas prices were $10.87  per
barrel and $1.89 per Mcf as compared to $13.94 per barrel and $2.19 per
Mcf in the first quarter of 1998. First quarter 1999 production totaled
58,093  barrels  of  oil and 686,278 Mcf of gas as compared  to  69,418
barrels  of oil and 885,438 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
Saint  George  #  1, had to be shut in for remedial work  and  did  not
produce  in significant quantities in the first quarter of 1999.  Total
production  from  the Ramrod property was 23,000 Mcf  of  gas  and  100
barrels  of oil in the first quarter of 1999 as compared to 89,000  Mcf
of gas and 1,000 barrels of oil in 1998. The Saint George # 1 has since
come  back  on line, but is producing at a lesser rate than before  the
remedial work was performed.

The  Company's South Powderhorn property produced 85,000 Mcf of gas  in
the first quarter of 1999 as compared to 195,000 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 92,000 Mcf to the Company's production in the first quarter
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 it's capital costs expended on the well. It's interest is
further reduced when additional levels of cash flow are met.

The  Company has hedged its gas production for the months of June, July
and August 1999, at a price of $2.36 per Mcf.

District  operating income increased by $178,000, or  7%,  between  the
first  quarter of 1999 and the first quarter of 1998, primarily due  to
an increase in work performed for third parties.

Administrative revenue for the first quarter of 1999 declined by 8%  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 quarter of 1999 declined by  7%,
or $96,000, compared to the first quarter of 1998.

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 $500,000 in the first quarter
of 1999 as compared to $300,000 for the same period in 1998.

District  operating  expense decreased 9%, or  $205,000  in  the  first
quarter of 1999 as compared to the same period in 1998.

General  and  administrative expenses decreased by  25%  in  the  first
quarter of 1999 as compared to the same period in 1998.

The   lower  lease  operating,  district  operating  and  general   and
administrative expenses all relate 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
$318,000,  or  28%,  in the first quarter of 1999 as  compared  to  the
first quarter of 1998, primarily due to lower production.

Exploration  costs  were  $687,000 in the  first  quarter  of  1999  as
compared  to  $63,000 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  quarter  of   1999   decreased
approximately 16% to $307,000 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.  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, to be completed  by
mid-1999, 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,  is  in  the
process  of conducting an internal review of all systems and contacting
all  software  suppliers to determine major areas of  exposure  to  Y2K
issues.  The  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  expects  to  complete
identification  of  critical  systems by  June  1999  and  to  continue
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 complaint  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 this contingency plan by  the  second
quarter of 1999, but also expects to refine this plan throughout 1999.

Through  1998  and  the first quarter of 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.

This  Report  contains forward-looking statements  that  are  based  on
management's  current expectations, estimates and  projections.   Words
such  as  "expects,"  "anticipates,"  "intends,"  "plans,"  "believes,"
"projects"  and "estimates," and variations of such words  and  similar
expressions  are intended to identify such forward-looking  statements.
These  statements  constitute "forward-looking statements"  within  the
meaning  of Section 27A of the Securities Act of 1933, and are  subject
to  the  safe  harbors  created  thereby.   These  statements  are  not
guarantees  of  future performance and involve risks and  uncertainties
and  are  based on a number of assumptions that could ultimately  prove
inaccurate  and, therefore, there can be no assurance  that  they  will
prove  to be accurate.  Actual results and outcomes may vary materially
from  what  is expressed or forecast in such statements due to  various
risks  and uncertainties.  These risks and uncertainties include, among
other  things, the possibility of drilling cost overruns and  technical
difficulties,  volatility  of oil and gas  prices,  competition,  risks
inherent in the Company's oil and gas operations, the inexact nature of
interpretation  of  seismic and other geological and geophysical  data,
imprecision of reserve estimates, and the Company's ability to  replace
and   expand  oil  and  gas  reserves.  Accordingly,  stockholders  and
potential  investors are cautioned that certain events or circumstances
could cause actual results to differ materially from those projected.



























                      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, 1999.





























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 12, 1999                       /s/  Charles E. Drimal,Jr.
   (Date)                               --------------------------
                                        Charles E. Drimal, Jr.
                                        President
                                        Principal Executive
                                        Officer






May 12, 1999                       /s/  Beverly A. Cummings
   (Date)                               --------------------------
                                        Beverly A. Cummings
                                        Executive Vice President
                                        Principal Financial and
										Accounting Officer