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, 2000

                                    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, 2000 was: Common Stock, $0.10 par value,  4,311,705
shares.
                        PrimeEnergy Corporation

                         Index to Form 10-QSB

                            March 31, 2000




Part I -  Financial Information

Consolidated Balance Sheets - March 31, 2000 and
December 31, 1999                                                   3-4

Consolidated Statements of Operations for the three months
ended March 31, 2000 and 1999                                         5

Consolidated Statement of Stockholders' Equity for the
three months ended March 31, 2000                                     6

Consolidated Statements of Cash Flows for the three months
ended March 31, 2000 and 1999                                         7

Notes to Consolidated Financial Statements                         8-15

Management's Discussion and Analysis of Financial Condition
and Results of Operations                                         16-19


Part II - Other Matters                                              20

Signatures                                                           21














                        PrimeEnergy Corporation

                      Consolidated Balance Sheets

                 March 31, 2000 and December 31, 1999



                                             March 31,    December 31,
2000                                            1999
                                            (Unaudited)   (Audited)
ASSETS:
Current assets:
  Cash and cash equivalents                $    506,000  $ 1,771,000
  Restricted cash and cash
    equivalents (Note 2)                      1,273,000    1,854,000
  Accounts receivable (Note 3)                3,710,000    3,635,000
  Due from related parties (Note 9)           3,189,000    2,844,000
  Other current assets                          178,000      204,000
  Prepaid expenses                               49,000       84,000
                                             ----------   ----------
      Total current assets                    8,905,000   10,392,000
                                             ----------   ----------

Property and equipment, at cost (Notes 1 and 4):
  Oil and gas properties (successful
    efforts method):
      Developed                              49,548,000   49,249,000
      Undeveloped                               375,000      235,000
  Furniture, fixtures and equipment
   including leasehold improvements           7,183,000    6,395,000
                                             ----------   ----------
                                             57,106,000   55,879,000
  Accumulated depreciation and depletion    (37,978,000) (36,742,000)
                                             ----------   ----------
    Net property and equipment               19,128,000   19,137,000
                                             ----------   ----------

Other assets (Note 9)                           635,000      621,000
Due from affiliates (Note 9)                    325,000      325,000
                                             ----------   ----------
    Total assets                           $ 28,993,000  $30,475,000
                                             ==========   ==========











See accompanying notes to the consolidated financial statements.
                        PrimeEnergy Corporation

                      Consolidated Balance Sheets

                 March 31, 2000 and December 31, 1999



                                             March 31,    December 31,
                                               2000         1999
                                            (Unaudited)   (Audited)
LIABILITIES and STOCKHOLDERS' EQUITY:
Current liabilities:
  Accounts payable                         $  5,922,000  $ 7,900,000
  Current portion of other long-term
    obligations (Note 6)                          4,000        4,000
  Accrued liabilities:
    Payroll, benefits and related items       1,032,000      798,000
    Taxes                                       117,000       53,000
    Interest and other                          554,000      626,000
  Due to related parties (Note 9)             1,126,000      943,000
                                             ----------   ----------
    Total current liabilities                 8,755,000   10,324,000
                                             ----------   ----------

Long-term bank debt (Note 5)                 18,800,000   19,200,000
Other long-term obligations (Note 6)            16,000        17,000
                                             ----------   ----------
    Total liabilities                        27,571,000   29,541,000
                                             ----------   ----------

Stockholders' equity:
  Preferred stock, $.10 par, authorized
    5,000,000 shares; none issued                --           --
  Common stock, $.10 par value, authorized
    10,000,000 shares; issued 7,607,970
    in 2000 and 1999                            761,000      761,000
  Paid in capital                            10,902,000   10,902,000
  Accumulated deficit                        (2,341,000)  (2,859,000)
                                             ----------   ----------
                                              9,322,000    8,804,000
  Treasury stock, at cost, 3,272,373
    common shares in 2000 and 3,266,063
    common shares in 1999                   (7,900,000)  (7,870,000)
                                             ----------   ----------
    Total stockholders' equity                1,422,000      934,000
                                             ----------   ----------
      Total liabilities and equity         $ 28,993,000  $30,475,000
                                             ==========   ==========





See accompanying notes to the consolidated financial statements.
                        PrimeEnergy Corporation

                 Consolidated Statements of Operations

              Three Months Ended March 31, 2000 and 1999
                              (Unaudited)



                                                 2000          1999
Revenue:
  Oil and gas sales                           $ 4,181,000  $ 1,929,000
  District operating income                     3,000,000    2,858,000
  Administrative revenue (Note 9)                 375,000      399,000
  Reporting and management fees (Note 9)           79,000       84,000
  Interest and other income                        77,000       44,000
                                               ----------   ----------
    Total revenue                               7,712,000    5,314,000
                                               ----------   ----------

Costs and expenses:
  Lease operating expense                       1,894,000    1,364,000
  District operating expense                    2,466,000    2,020,000
  Depreciation and depletion of
    oil and gas properties                      1,074,000      805,000
  General and administrative expense            1,187,000      621,000
  Exploration costs                               122,000      687,000
  Interest expense (Note 5)                       378,000      307,000
                                               ----------   ----------
    Total costs and expenses                    7,121,000    5,804,000
                                               ----------   ----------
Income (loss) from operations                    591,000     (490,000)
Gain (loss) on sale and exchange of assets        (2,000)       3,000
----------                                     ----------    ---------
Net income (loss) before income taxes             589,000    (487,000)

Provision (benefit) for income taxes               71,000     (37,000)
                                               ----------   ----------
Net income (loss)                             $   518,000 $  (450,000)
                                               ==========   ==========

Basic income (loss) per common
  share (Notes 1 and 10)                            $0.12      $(0.10)
                                                     ====         ====
Diluted income (loss) per common
  share (Notes 1 and 10)                            $0.10      $(0.10)
                                                     ====         ====







See accompanying notes to the consolidated financial statements.
                             PrimeEnergy Corporation

                 Consolidated Statement of Stockholders' Equity

                        Three Months Ended March 31, 2000

<TABLE>
<CAPTION>

                                       Common Stock       Paid In         Accumulated      Treasury
                                  Shares      Amount     Capital          Deficit          Stock          Total
<S>				                           <C>         <C>        <C>              <C>              <C>            <C>
Balance at December 31, 1999      7,607,970   $761,000   $10,902,000      ($2,859,000)     ($7,870,000)   $934,000


Purchased 6,310 shares of
 common stock                                                                                  (30,000)    (30,000)

Net income                                                                    518,000                      518,000

Balance at March 31, 2000       7,607,970     $761,000   $10,902,000      ($2,341,000)     ($7,900,000) $1,422,000

</TABLE>


















        See accompanying notes to the consolidated financial statements.
                      PrimeEnergy Corporation

               Consolidated Statements of Cash Flows

            Three Months Ended March 31, 2000 and 1999
                            (Unaudited)


                                                2000         1999

Net cash provided by (used in)
  operating activities                        $ 720,000  $  (569,000)
                                             ----------   ----------

Cash flows from investing activities:
  Capital Expenditures,
    including dry hole costs                 (1,564,000)  (2,035,000)
  Proceeds from sale of property
    and equipment                                10,000        3,000
  Proceeds from payments on note receivable        --          5,000
                                             ----------   ----------
    Net cash used in investing
       activities                           (1,554,000)  (2,027,000)
                                             ----------   ----------

Cash flows from financing activities:
  Purchase of treasury stock                   (30,000)     (61,000)
  Increase in long-term bank debt and
    other long-term obligations              7,915,000    7,565,000
  Repayment of long-term bank debt and
    other long-term obligations             (8,316,000)  (4,995,000)
                                             ----------   ----------
    Net cash provided by (used in)
      financing activities                    (431,000)   2,509,000
                                             ----------   ----------

Net decrease in cash and cash
  equivalents                               (1,265,000)     (87,000)

Cash and cash equivalents at the
   beginning of the period                   1,771,000    1,167,000
                                            ----------   ----------
Cash and cash equivalents at the
  end of the period                       $    506,000 $  1,080,000
                                            ==========   ==========









 See accompanying notes to the consolidated financial statements.
                      PrimeEnergy Corporation

            Notes to Consolidated Financial Statements

                          March 31, 2000

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  (collectively, 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  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 1,659 wells and owns non-operating  interests  in
    843  additional  wells.  Additionally, the Company  provides  well-
    servicing  support  operations, site preparation  and  construction
    services  for oil and gas drilling and re-working 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  the  Partnerships.   The  statement   of
    operations  includes the Company's proportionate share  of  revenue
    and  expenses  related  to  oil and  gas  interests  owned  by  the
    Partnerships.

    Use of Estimates-

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

    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 of that asset.

    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  of  the
    Partnerships 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.

    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. The Company did not have any open hedging
    transactions at March 31, 2000.

    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,  2000  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.


(2)  Restricted Cash and Cash Equivalents:

    Restricted  cash  and  cash  equivalents  includes  $1,273,000  and
    $1,854,000  at  March 31, 2000 and December 31, 1999, respectively,
    of  cash primarily pertaining to unclaimed royalty payments.  There
    were corresponding accounts payable recorded at March 31, 2000  and
    December 31, 1999 for these liabilities.

(3)  Accounts Receivable:

    Accounts  receivable  at  March 31,  2000  and  December  31,  1999
    consisted of the following:

                                        March 31,       December 31,
                                          2000               1999

      Joint Interest Billing          $ 1,709,000       $ 1,738,000
      Trade Receivables                   575,000           550,000
      Oil and Gas Sales                 1,463,000         1,423,000
      Other                               100,000            61,000
                                        ---------         ---------
                                        3,847,000         3,772,000

      Less, Allowance for doubtful
       accounts                          (137,000)         (137,000)
                                        ---------         ---------
                                      $ 3,710,000       $ 3,635,000
                                        =========         =========


(4)  Property and equipment:

    Property  and  equipment at March 31, 2000 and  December  31,  1999
    consisted of the following:


                                       March 31,       December 31,
                                          2000             1999

      Developed oil and gas
        properties at cost            $49,548,000       $49,249,000
      Undeveloped oil and gas
        properties at cost                375,000           235,000
      Less, accumulated depletion
        and depreciation              (33,427,000)      (32,342,000)
                                      ------------      ------------
                                       16,496,000        17,142,000
                                      ------------      ------------

      Furniture, fixtures and
        equipment                       7,183,000         6,395,000
      Less, accumulated depreciation   (4,551,000)       (4,400,000)
                                       ----------        ----------
                                        2,632,000         1,995,000
                                       ----------        ----------
      Total net property and
        equipment                     $19,128,000       $19,137,000
                                       ==========        ==========

5)  Long-Term Bank Debt:

    At  the  beginning of 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. Effective September  22,  1999,  the
    credit agreement was amended, revising the borrowing base to $23.7
    million,  reducing  monthly by $350,000 beginning  on  October  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 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, and restrictions are placed  on  the
    payment of dividends.

(6)  Other Long-Term Obligations:

     Other  long  term obligations at March 31, 2000 and  December  31,
     1999 consist of the following:


                                        March 31,      December 31,
                                         2000             1999

     Capital lease obligations        $ 20,000           $ 21,000

     Less: current portion               4,000              4,000
                                        ______             ______
                                      $ 16,000           $ 17,000
                                        ======             ======


(7)  Contingent Liabilities:

    PEMC, as managing general partner of the affiliated Partnerships is
    responsible  for all Partnership activities, including  the  review
    and  analysis  of  oil  and  gas properties  for  acquisition,  the
    drilling  of development wells and the production and sale  of  oil
    and   gas   from   productive  wells.   PEMC  also   provides   the
    administration,  accounting  and  tax  preparation  work  for   the
    Partnerships  and  is liable for all debts and liabilities  of  the
    affiliated Partnerships, to the extent that the assets of  a  given
    limited Partnership are not sufficient to satisfy its obligations.

    The  Company  is  subject to environmental  laws  and  regulations.
    Management  believes that future expenses, before  recoveries  from
    third  parties,  if  any, will not have a material  effect  on  the
    Company's  financial condition.  This opinion is based on  expenses
    incurred  to  date  for remediation and compliance  with  laws  and
    regulations  which have not been material to the Company's  results
    of operations.

    As  a  general partner, 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.

(8)  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,  2000  and 1999, options on 767,500 and 802,500  shares,
    respectively,  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, 2000 and 1999, options on  87,000  and
    111,000  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.

 (9) Related Party Transactions:

    PEMC  is  a general partner in several oil and gas Partnerships  in
    which  certain  directors  have  limited  and  general  partnership
    interests.  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.  Amounts  due,
    included  in  other non-current assets on the balance  sheet,  were
    $455,000  and  $442,000 at March 31, 2000 and  December  31,  1999,
    respectively.

    Due  to  related  parties at March 31, 2000 and December  31,  1999
    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.

 (10) 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, 2000                   March 31, 1999

                            --------------------------------   ---------------------------------
                            Net         Number of  Per Share   Net         Number of  Per Share
                            Income      Shares     Amount      Loss        Shares     Amount
<S>                         <C>         <C>        <C>         <C>         <C>        <C>
Net income (loss) per
        common share        $518,000    4,338,759  $   0.12    $(450,000)  4,443,561  $   (0.10)

Effect of dilutive securities:
        Options **                        660,257
                           _________    _________  ________    __________  _________  __________

Diluted  net income (loss)
      per common share      $518,000    4,999,016  $   0.10    $(450,000)  4,443,561  $    (.10)
                            ========    =========  ========    ==========  =========  ==========
</TABLE>

     ** For the three months ended March 31, 1999, the number of
     options excluded from diluted loss per common share calculations
     were 726,721 as the conversion of these would have 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 the first quarter  of  2000
were  financed by internally generated funds coupled with cash balances
available at the prior year-end.

At  the  beginning of 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.
Effective  September  22,  1999,  the  credit  agreement  was  amended,
revising  the  borrowing  base to $23.7 million,  reducing  monthly  by
$350,000  beginning on October 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 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,  and  the  payment  of
dividends  is  restricted.  As  of March  31,  2000,  the  Company  had
$18,800,000 outstanding against a line of credit of $21,600,000.

In  November  of 1999 the Company purchased from a third party  working
interest owner additional interests in approximately 131 producing  oil
and  gas oil and gas wells located in Oklahoma. The purchase price  was
$1,831,000.  The  Company  already owned  interests  in,  and  was  the
operator  of,  the  majority  of  the wells  in  which  interests  were
purchased.  These  additional  interests  are  expected  to  contribute
significantly to oil and gas revenues and to cash flow in 2000.

The   Company   spent  approximately  $686,000  on   the   acquisition,
exploration  and  development of oil and gas properties  in  the  first
quarter  of 2000, including $75,000 spent to repurchase limited partner
interests  in the Partnerships.  The Company spent $31,000 on  computer
hardware and software, and $30,000 to repurchase treasury stock in open
market transactions in the first quarter of 2000.

In  February  of  2000  the  Company spent  approximately  $537,000  to
purchase three service rigs as part of an effort to expand its oil  and
gas  well servicing operations in Midland Texas.  In total, the Company
spent  $844,000  on  equipment and vehicles used in its  field  service
operations in the first quarter of 2000.

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 an income of $518,000 in the first quarter of 2000  as
compared to a loss of $450,000 in the first quarter of 1999.  The first
quarter 1999 loss was attributable to extremely low oil and gas  prices
during that period, as well as $687,000 in exploration costs which were
incurred  primarily in the drilling of two dry holes.  The Company  had
one  dry  hole  and total exploration costs of $122,000  in  the  first
quarter of 2000, and oil and gas prices were substantially higher.

Oil  and  gas  revenue  more than doubled to $4,181,000  in  the  first
quarter of 2000 as compared to $1,929,000 in 1999, due to a combination
of  increased  production  and sharply higher  prices.  Average  prices
received  for  both oil and gas increased significantly  in  the  first
quarter  of 2000 as compared to the same period in 1999, to $26.88  per
barrel as compared to  $10.87 in the case of oil, and to $2.72 per  Mcf
as  compared to $1.86 in the case of gas.  Oil production increased  to
70,400  barrels as compared to 58,100, and gas production increased  to
840,000  Mcf  as compared to 686,000 Mcf.  The additional interests  in
the  Oklahoma  wells  purchased  in November  1999  contributed  10,000
barrels of oil and 132,000 Mcf of gas to first quarter 2000 production,
and  the  Company's share of the Partnerships production  increased  by
5,500  barrels of oil and 30,000 Mcf of gas due to additional interests
in these entities purchased during the year.

District  operating  income increased 5%, to $3,000,000  in  the  first
quarter  of  2000.   As  discussed previously,  the  company  purchased
additional field service equipment for its Oklahoma and Midland,  Texas
field  offices during the first quarter of 2000. As this equipment  was
being  readied  for  use  during the quarter,  the  ownership  of  this
equipment  did  not contribute significantly to income in  the  current
quarter,  but  the  Company expects to increase its district  operating
income  through the utilization of this equipment during the  remainder
of the year.

Administrative  revenue  of  $375,000 in  the  first  quarter  of  2000
represents  a 6% decrease from the first quarter 1999 amount.   Amounts
received in both years from certain Partnerships are substantially less
than  amounts  allocable  to those partnerships  under  the  applicable
agreements.  The lower amounts reflect the Company's efforts  to  limit
costs incurred and the amounts allocable to the partnerships.

Lease operating expense increased to $1,894,000 in the first quarter of
2000, a 39% increase over the 1999 amount of $1,364,000.  This increase
reflects both significantly increased production, and lower spending on
the  maintenance of oil and gas properties in the first quarter of 1999
due to extremely depressed prices at that time.

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 and the Partnerships.
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  $200,000 in the first quarter of  2000  as  compared  to
$500,000  for  the  same  period in 1999.  This  decline  reflects  the
reduction in both drilling activity and time spent evaluating  possible
acquisitions of producing properties.

District  operating  expense increased 22% or  $446,000  in  the  first
quarter  of 2000 as compared to the same period in 1999, due  primarily
to  the  additional employees hired in association with  the  equipment
purchased  for  use  in  Midland  Texas,  as  well  as  lower  property
acquisition cost reimbursement.

General and administrative expenses increased 91% to $1,187,000 in  the
first  quarter of 2000 as compared to $621,000 in 1999.  The change  in
cost  reimbursement, previously discussed, combined  with  nonrecurring
compensation and employee benefit costs related to the resignation of a
company employee, are the primary components of this increase.

Depletion,  depreciation  and amortization  expense  increased  33%  to
$1,074,000  in  the first quarter of 2000 as compared  to  $805,000  in
1999, primarily due to increased production volume.

Interest  expense increased by 23% to $378,000 in the first quarter  of
2000  as  compared to $307,000 in 1999, due to a combination of  higher
rates and higher average outstanding borrowings.

The  Company  experienced no disruptions as a result of the  Year  2000
date  change. The Company expenditures for addressing Year 2000  issues
were not material, nor does the Company expect to incur any significant
costs addressing Year 2000 issues in the future.

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, 2000.




















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, 2000                            /s/ Charles E. Drimal,Jr.
   (Date)                               --------------------------
                                        Charles E. Drimal, Jr.
                                        President
                                        Principal Executive Officer






May 12, 2000                            /s/ Beverly A. Cummings
   (Date)                               --------------------------
                                        Beverly A. Cummings
                                        Executive Vice President
                                        Principal Financial and
                                        Accounting Officer