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 September 30, 1999

                                    or

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

For the Transition Period From __________ to ___________

                          ______________________

                       Commission File Number 0-7406
                          ______________________

                          PrimeEnergy Corporation
          (Exact name of registrant as specified in its charter)

                                 Delaware
      (State or other jurisdiction of incorporation or organization)

                                84-0637348
                    (IRS employer identification number)

             One Landmark Square, Stamford, Connecticut  06901
                 (Address of principal executive offices)

                              (203) 358-5700
           (Registrant's telephone number, including area code)


(Former name, former address and former fiscal year, if changed since last
                                  report)

Check  whether  the issuer (1) filed all reports required to  be  filed  by
Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the past
12  months (or for such shorter period that the Registrant was required  to
file  such  reports), and (2) has been subject to such filing  requirements
for the past 90 days.    Yes /X/    No  / /

The  number of shares outstanding of each class of the Registrant's  Common
Stock as of November 12, 1999 was: Common Stock, $0.10 par value, 4,395,207
shares.
<PAGE>
                        PrimeEnergy Corporation

                         Index to Form 10-QSB

                          September 30, 1999




Part I -  Financial Information

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

Consolidated Statements of Operations for the nine months
ended September 30, 1999 and 1998                                     5

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

Consolidated Statement of Stockholders' Equity for the
nine months ended September 30, 1999                                  7

Consolidated Statements of Cash Flows for the nine months
ended September 30, 1999 and 1998                                     8

Notes to Consolidated Financial Statements                         9-16

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


Part II - Other Matters                                              22

Signatures                                                           23












                                   2
<PAGE>
                        PrimeEnergy Corporation

                      Consolidated Balance Sheets

               September 30, 1999 and December 31, 1998



                                           September 30,  December 31,
												1999         1998
                                            (Unaudited)   (Audited)
ASSETS:
Current assets:
  Cash and cash equivalents                $  3,016,000  $ 1,167,000
  Restricted cash and cash
    equivalents (Note 2)                      1,240,000    1,080,000
  Accounts receivable (Note 3)                3,339,000    2,890,000
  Due from related parties (Note 8)           3,147,000    2,952,000
  Other current assets                          279,000       79,000
  Prepaid expenses                              115,000      351,000
  Deferred income taxes                          18,000       18,000
                                             ----------   ----------
      Total current assets                   11,154,000    8,537,000
                                             ----------   ----------

Property and equipment, at cost (Notes 1 and 4):
  Oil and gas properties (successful
    efforts method):
      Developed                              46,430,000   40,582,000
      Undeveloped                                53,000    1,284,000
  Furniture, fixtures and equipment
   including leasehold improvements           6,283,000    6,571,000
                                             ----------   ----------
                                             52,766,000   48,437,000
  Accumulated depreciation and depletion    (33,040,000) (29,310,000)
                                             ----------   ----------
    Net property and equipment               19,726,000   19,127,000
                                             ----------   ----------

Other assets                                    626,000      622,000
Due from affiliates                             325,000      325,000
                                             ----------   ----------
    Total assets                           $ 31,831,000  $28,611,000
                                             ==========   ==========




See accompanying notes to the consolidated financial statements.
                                   3
<PAGE>
                        PrimeEnergy Corporation

                      Consolidated Balance Sheets

               September 30, 1999 and December 31, 1998



                                           September 30,  December 31,
                                     												1999         1998
                                             (Unaudited)   (Audited)

LIABILITIES and STOCKHOLDERS' EQUITY:
Current liabilities:
  Accounts payable                         $  6,067,000  $ 6,315,000
  Accrued liabilities:
    Payroll, benefits and related items       1,061,000      552,000
    Interest and other                          786,000      832,000
  Due to related parties (Note 8)               866,000      731,000
                                             ----------   ----------
    Total current liabilities                 8,780,000    8,430,000
                                             ----------   ----------

Long-term bank debt (Note 5)                 20,000,000   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                        (1,167,000)    (721,000)
                                             ----------   ----------
                                             10,496,000   10,942,000
  Treasury stock, at cost, 3,184,763
    common shares in 1999 and 3,158,376
    common shares in 1998                    (7,463,000)  (7,323,000)
                                             ----------   ----------
    Total stockholders' equity                3,033,000    3,619,000
                                             ----------   ----------
      Total liabilities and equity         $ 31,831,000  $28,611,000
                                             ==========   ==========



See accompanying notes to the consolidated financial statements.
                                   4
<PAGE>
                        PrimeEnergy Corporation

                 Consolidated Statements of Operations

             Nine Months Ended September 30, 1999 and 1998
                              (Unaudited)

                                                 1999          1998
Revenue:
  Oil and gas sales                           $ 7,717,000  $ 8,859,000
  District operating income                     8,587,000    8,271,000
  Administrative revenue (Note 8)               1,240,000    1,291,000
  Reporting and management fees (Note 8)          254,000      226,000
  Interest and other income                       149,000      311,000
                                               ----------   ----------
    Total revenue                              17,947,000   18,958,000
                                               ----------   ----------

Costs and expenses:
  Lease operating expense                       4,264,000    4,825,000
  District operating expense                    6,486,000    6,324,000
  Depreciation and depletion of
    oil and gas properties                      3,680,000    3,841,000
  General and administrative expense            2,173,000    2,446,000
  Exploration costs                               831,000      113,000
  Interest expense (Note 5)                     1,006,000    1,062,000
                                               ----------   ----------
    Total costs and expenses                   18,440,000   18,611,000
                                               ----------   ----------
Income (loss) from operations                    (493,000)     347,000
Gain on sale and exchange of assets                16,000       35,000
                                               ----------   ----------
Net income (loss) before income taxes           (477,000)      382,000

(Benefit) provision for income taxes             (31,000)       38,000
                                               ----------   ----------
Net income (loss)                             $ (446,000) $    344,000
                                               ==========   ==========

Basic income (loss) per common
  share (Notes 1 and 9)                            $(0.10)       $0.08
                                                     ====         ====
Diluted income (loss) per common
  share (Notes 1 and 9)                            $(0.10)       $0.07
                                                     ====         ====



See accompanying notes to the consolidated financial statements.
                                   5
<PAGE>
                        PrimeEnergy Corporation

                 Consolidated Statements of Operations

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



                                                 1999          1998
Revenue:
  Oil and gas sales                           $ 3,246,000  $ 2,866,000
  District operating income                     2,724,000    2,726,000
  Administrative revenue (Note 8)                 396,000      442,000
  Reporting and management fees (Note 8)           98,000       80,000
  Interest and other income                        48,000       94,000
                                               ----------   ----------
    Total revenue                               6,512,000    6,208,000
                                               ----------   ----------

Costs and expenses:
  Lease operating expense                       1,536,000    1,600,000
  District operating expense                    2,249,000    2,019,000
  Depreciation and depletion of
    oil and gas properties                      1,443,000    1,411,000
  General and administrative expense              924,000      800,000
  Exploration costs                                10,000       18,000
  Interest expense (Note 5)                       350,000      348,000
                                               ----------   ----------
    Total costs and expenses                    6,512,000    6,196,000
                                               ----------   ----------
Income from operations                             --           12,000
Gain on sale and exchange of assets                 2,000         --
                                               ----------   ----------
Net income before income taxes                      2,000       12,000

Provision for income taxes                          --           1,000
                                               ----------   ----------
Net income                                    $     2,000 $     11,000
                                               ==========   ==========

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


See accompanying notes to the consolidated financial statements.
                                        6
<PAGE>
                             PrimeEnergy Corporation

                 Consolidated Statement of Stockholders' Equity

                      Nine Months Ended September 30, 1999

<TABLE>
<CAPTION>

                                                                     Retained
                                                       Additional    Earnings
                                   Common Stock        Paid In       (Accumulated    Treasury
                                Shares      Amount     Capital       Deficit)     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 26,387 shares of
 common stock                                                                        (140,000)    (140,000)

Net loss                                                              (446,000)                   (446,000)
                                ---------   --------   -----------  ----------     ----------    ---------
Balance at September 30, 1999   7,607,970   $761,000   $10,902,000 ($1,167,000)   ($7,463,000)  $3,033,000
                        								=========   ========   ===========  ==========     ==========   ==========
</TABLE>













        See accompanying notes to the consolidated financial statements.
                                 7
<PAGE>
                      PrimeEnergy Corporation

               Consolidated Statements of Cash Flows

           Nine Months Ended September 30, 1999 and 1998
                            (Unaudited)


                                                1999         1998

Net cash provided by
  operating activities                     $4,583,000  $   6,143,000
                                             ----------   ----------

Cash flows from investing activities:
  Capital Expenditures,
    including dry hole costs                 (6,159,000)  (4,073,000)
  Proceeds from sale of property
    and equipment                                56,000      303,000
  Proceeds from payments on note receivable      14,000         --
                                             ----------    ---------
    Net cash (used in) investing
       activities                            (6,089,000)  (3,770,000)
                                             ----------    ---------

Cash flows from financing activities:
  Purchase of treasury stock                  (140,000)   (1,291,000)
  Increase in long-term bank debt and
    other long-term obligations              17,205,000   22,391,000
  Repayment of long-term bank debt and
    other long-term obligations             (13,710,000) (22,856,000)
  Proceeds from exercised stock options          --           15,000
                                             ----------    ---------
    Net cash provided by (used in)
      financing activities                    3,355,000   (1,741,000)
                                             ----------    ---------

Net increase in cash and cash
  equivalents                                 1,849,000      632,000

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                       $   3,016,000  $ 3,619,000
                                             ==========    =========


 See accompanying notes to the consolidated financial statements.
                                 8
<PAGE>
                      PrimeEnergy Corporation

            Notes to Consolidated Financial Statements

                        September 30, 1999

1)  Description of Operations and Significant Accounting Policies:

    Nature of Operations-

    PrimeEnergy  Corporation  ("PEC"),  a  Delaware  corporation,   was
    organized   in  March  1973.  PrimeEnergy  Management   Corporation
    ("PEMC"),  a wholly-owned subsidiary, acts as the 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.

                                 9
<PAGE>
    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
                                 10
<PAGE>
    such  assets are disposed of, and any related gains or  losses  are
    reflected in current earnings.

    Income Taxes-

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

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

    General and Administrative Expenses-

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

    Income per share-

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

    Statements of cash flows-

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

    Concentration of Credit Risk-

    The   Company  maintains  significant  banking  relationships  with
    financial  institutions in the State of Texas.  The Company  limits
    its risk by periodically evaluating the relative credit standing
    of  these  financial  institutions.   The  Company's  oil  and  gas
    production  purchasers  consist primarily of independent  marketers
    and major gas pipeline companies.

    Hedging-
                                 11
<PAGE>
    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.

(2)  Restricted Cash and Cash Equivalents:

    Restricted  cash  and  cash  equivalents  includes  $1,240,000  and
    $1,080,000   at   September  30,  1999  and  December   31,   1998,
    respectively,  of  cash primarily pertaining to  unclaimed  royalty
    payments.  There  were corresponding accounts payable  recorded  at
    September 30, 1999 and December 31, 1998 for these liabilities.

(3)  Accounts Receivable
                                 12
<PAGE>
    Accounts  receivable at September 30, 1999 and  December  31,  1998
    consisted of the following:

                                      September 30,      December 31,
                                          1999               1998

      Joint Interest Billing          $ 1,537,000       $ 1,395,000
      Trade Receivables                   465,000           264,000
      Oil and Gas Sales                 1,445,000         1,287,000
      Other                                20,000            71,000
                                        ---------         ---------
                                        3,467,000         3,017,000

      Less, Allowance for doubtful
       accounts                          (128,000)         (127,000)
                                        ---------         ---------
                                      $ 3,339,000       $ 2,890,000
                                        =========         =========


(4)  Property and equipment

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


                                     September 30,     December 31,
                                           1999            1998

      Developed oil and gas
        properties at cost            $46,430,000       $40,582,000
      Undeveloped oil and gas
        properties at cost                 53,000         1,284,000
      Less, accumulated depletion
        and depreciation              (28,738,000)      (25,077,000)
                                      ------------      ------------
                                       17,745,000        16,789,000
                                      ------------      ------------

      Furniture, fixtures and
        equipment                       6,283,000         6,571,000
      Less, accumulated depreciation   (4,302,000)       (4,233,000)
                                       ----------        ----------
                                        1,981,000         2,338,000
                                       ----------        ----------
      Total net property and
        equipment                     $19,726,000       $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. Effective September  22,  1999,  the
    credit agreement was amended, revising the borrowing base to  $23.7
                                 13
<PAGE>
    million,  which is to be reduced 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.


(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
    September  30,  1999  and  1998, options  on  802,500  shares  were
                                 14
<PAGE>
    outstanding and exercisable at prices ranging from $1.00 to  $1.25.
    On  January 27, 1983, the Company adopted the 1983 Incentive  Stock
    Option  Plan.  At September 30, 1999 and 1998, options  on  103,000
    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.

 (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 September 30, 1999 and December 31, 1998
    primarily  represent receipts collected by the Company,  as  agent,
    from oil and gas sales net of expenses. Receivables from affiliates
    consist  of  reimbursable general and administrative  costs,  lease
    operating  expenses  and reimbursements for property  acquisitions,
    development and related costs.

 (9) Income per share:
                                15
<PAGE>
     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>

                                     Nine Months Ended                 Nine Months Ended
                                     September 30, 1999                September 30, 1998
                       						---------------------------------    -------------------------------
                                  Net     Number of  Per Share      Net     Number of  Per Share
                                 Loss      Shares    Amount       Income    Shares       Amount
    <S>                       <C>         <C>        <C>         <C>        <C>        <C>
    Net income (loss)  per
        common share          $(446,000)  4,434,128    $(0.10)   $344,000   4,478,235      $0.08

     Effect of dilutive securities:
        Options **                                                            774,698      (0.01)
                               ________   _________     _____     _______  __________      _____

     Diluted  net income
     (loss) per common share ($446,000)   4,434,128   $(0.10)    $344,000   5,252,933      $0.07
                             =========   ==========   =======     =======   =========      =====
</TABLE>
     ** For the nine months ended September 30, 1999, the number of
     options excluded from diluted loss per common share calculations
     were 709,109 as the conversion of these would have an anti-dilutive
     effect on net loss per share.

<TABLE>
<CAPTION>

                                     Three Months Ended                 Three Months Ended
                                     September 30, 1999                 September 30, 1998
     	                         --------------------------------   -------------------------------
                              Net         Number of    Per Share  Net        Number of      Per Share
                              Income      Shares       Amount     Income     Shares         Amount
   <S>                        <C>         <C>          <C>        <C>        <C>            <C>
   Net income  per
        common share          $   2,000   4,431,220    $ 0.00     $  11,000  4,459,165      $0.00

     Effect of dilutive securities:
        Options **                          708,041                            764,774
                               ________   _________     _____      _______  __________      _____

     Diluted  net income
     (loss) per common share  $   2,000   5,139,261    $(0.00)    $  11,000  5,223,939      $0.00
                              =========  ==========    =======    =======   =========      =====
</TABLE>
                                 16
<PAGE>
Item   2.     MANAGEMENT'S   DISCUSSION  AND   ANALYSIS   OF   FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

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


LIQUIDITY AND CAPITAL RESOURCES

The Company feels that it has the ability to generate sufficient amounts
of cash to meet long-term liquidity needs, as well as debt service.  The
Company'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 has been party to a  line  of  credit
agreement  with  a  bank.  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 borrowing base  was
revised  to  $23.7 million, which is to be reduced monthly  by  $350,000
beginning  on  October 1, 1999. The borrowing base is to be redetermined
semi-annually,  based on the value of the Company's  reserves  and  cash
flow  from  operations. 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.

As  of  September  30,  1999, the Company had  $20,000,000  outstanding
against the line of credit of $23,700,000.

The   Company   spent  approximately  $6,664,000  on  the   acquisition,
exploration and development of oil and gas properties in the first  nine
months  of 1999, including $766,000 spent to repurchase limited  partner
interests  from  investors in partnerships.  On October  29,  1999,  the
Company  entered  into  a  letter of intent  to  purchase  oil  and  gas
properties   located   in  Oklahoma  for  $1,750,000   plus   additional
compensation, dependent on the performance of the properties  purchased.
                                 17
<PAGE>
The Company already owns significant working interests in the properties
being purchased, which it currently manages and operates for the seller.
The Company anticipates closing on this transaction in November 1999.

The Company also spent approximately $286,000 on field service equipment
and  $89,000 on computer hardware and software in the first nine  months
of 1999.

The  Company spent $140,000 in the first nine months of 1999 to  acquire
treasury  stock in open market transactions. Additionally,  the  Company
spent another $140,000 on treasury stock purchases in October 1999.

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. Three  of  these  wells  were
completed  successfully and three were dry holes. Substantially  all  of
the  costs associated with the three dry holes have been written off  to
expense as of September 30, 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 $446,000 for the nine months ended  September
30,  1999 as compared to income of $344,000 in the first nine months  of
1998.  The 1999 loss is primarily attributable to extremely low oil  and
gas  prices in the beginning of 1999, and $831,000 in exploration  costs
incurred.  Net  income  was  $2,000 in the third  quarter  of  1999,  as
compared to $11,000 in the third quarter of 1998.

Oil  and  gas  sales  of $7,717,000 for the first nine  months  of  1999
represented a 13% decrease over sales in the first nine months of  1998.
For  first  nine months of 1999, average oil and gas prices were  $14.49
per  barrel and $2.24 per Mcf as compared to $12.76 per barrel and $2.27
per Mcf in the same period of 1998. Production for the first nine months
of  1999  totaled 183,000 barrels of oil and 2,267,000  Mcf  of  gas  as
compared  to 213,000 barrels of oil and 2,711,000 Mcf of gas during  the
comparable period in 1998.

Third quarter 1999 oil and gas revenue increased by $380,000 as compared
to  the  same period in 1998 as higher prices more than offset a decline
in  production. Third quarter 1999 average prices were $17.07 per barrel
of  oil  and $2.61 per Mcf of gas, as compared to $11.89 per barrel  and
$2.24  per  Mcf  in  the  third  quarter of 1998.  Hedging  transactions
covering third quarter production lowered the average price received for
oil  by  $2.51 per barrel, as compared to prices received in the  field.
The  Company has not hedged any of its future production. Third  quarter
1999  production totaled 64,800 barrels and 818,000 Mcf as  compared  to
72,000 barrels and 897,000 Mcf during the same 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
                                 18
<PAGE>
purchaser.  In  December  of 1998, the most  significant  well  on  this
property, the Saint George # 1, experienced mechanical problems  and  is
currently  producing  at  a significantly reduced  rate.  The  Company's
production  from  the Ramrod property was 85,000  Mcf  of  gas  and  700
barrels  of oil in the first nine months of 1999 as compared to  569,000
Mcf of gas and 8,500 barrels of oil in the first nine months of 1998.

The  Company's production from its South Powderhorn property was 223,000
Mcf  of  gas  in the first nine months 1999 as compared to  473,000  Mcf
during the same period 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  401,000 Mcf to the Company's production in the  first  nine
months of 1999. The Company's participation in this well was subject  to
a  provision wherein its ownership interest was reduced at such time  as
it  has  received cash flow equal to its capital costs expended  on  the
well. This payout was reached in August.

The  Company's  production  related to its ownership  interests  in  the
partnerships increased by 4,600 barrels and 74,000 Mcf in the first nine
months  of 1999 as compared to the same period last year, as the Company
purchased substantial additional interests in these entities.

District  operating  income increased by $316,000, or  4%,  between  the
first nine months of 1999 and the same period in 1998, primarily due  to
an  increase in work performed on properties not operated by the Company
during  the first six months of the year. District operating income  was
relatively  flat in the third quarter of 1999 as compared  to  the  same
period last year.

Administrative revenue for the first nine months of 1999 declined by  4%
or  $51,000,  as  compared to the same period in 1998, and  by  10%,  or
$46,000,  in the third quarter of 1999 as compared to the third  quarter
of  1998.  Amounts  received  in both years  from  certain  Partnerships
managed by the Company are substantially less than the amounts allocable
to  those  Partnerships  under  the Partnership  agreements.  The  lower
amounts  reflect the Company's efforts to limit costs incurred  and  the
amounts allocated to the Partnerships.

Lease  operating expense for the first nine months of 1999  declined  by
12%,  or $561,000, as compared to the same period in 1998. Third quarter
1999   lease  operating  expense  declined  by  4%,  or  $64,000.  These
reductions are due to the Company's efforts to reduce costs in  response
to the extremely low oil and gas prices experienced in the first part of
the year, as well as decreased production.

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
                                 19
<PAGE>
totaled  approximately $1,100,000 both in the first nine months of  1999
and the same period in 1998.

District  operating expense increased by 3%, or $162,000, in  the  first
nine  months  of  1999  as compared to the same  period  in  1998.  This
increase is consistent with the increase in district operating income.

General  and  administrative expenses decreased by 11%, or $273,000,  in
the  first nine months of 1999 as compared to the same period  in  1998.
This  reduction  is  due to the Company's efforts  to  reduce  costs  in
response  to  the  extremely low oil and gas prices experienced  in  the
first part of the year. In the third quarter of 1999 as compared to  the
third  quarter  of  1998,  general and administrative  expense  rose  by
$124,000, primarily caused by a $74,000 increase in the Company's  share
of  the  costs  incurred  by  the partnerships.  The  Company  purchased
substantial additional interests in the partnerships during the year.

Depreciation and depletion of oil and gas properties decreased $161,000,
or  4%,  in the first nine months of 1999 as compared to the same period
1998, primarily due to lower production.

Exploration  costs were $831,000 in the first nine months  of  1999,  as
compared  to  $113,000 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  nine  months  of  1999  decreased
approximately 5% to $1,006,000 as average debt levels decreased, but was
relatively  unchanged in the third quarter of 1999 as  compared  to  the
same period in 1998.

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 is the
final  testing of each major area of exposure to ensure compliance.  The
Company  has  identified four major areas determined to be critical  for
successful  Y2K  compliance:  (1)  financial  and  informational  system
applications, (2) communications applications, (3) oil and gas producing
operations, and (4) third-party relationships.

The  Company,  in accordance with Phase I of the program,  conducted  an
internal  review of all systems and contacted all software suppliers  to
determine  major  areas  of  exposure to Y2K  issues.  The  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

                                 20
<PAGE>
the new system was completed during 1998. Due to the technology advances
in  the  communications  area the Company has  upgraded  such  equipment
regularly  over the past three years. Y2K compliance was a specification
requirement  of  each  installation. Consequently, the  Company  expects
exposure  in  this  area  to be limited to third  party  readiness.  The
Company  is  in  the process of identifying areas of exposure  resulting
from equipment used in its oil and gas producing operations. The Company
intends  to  continue identification, remediation and testing throughout
1999.  In the third-party area, the Company has received assurance  from
its  significant service suppliers that they intend to be Y2K  compliant
by  2000.  The  Company has implemented a program to request  Year  2000
certification or other assurance from other third parties during 1999.

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

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

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.


                                 21
<PAGE>



                      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 September 30, 1999.


























                                 22
<PAGE>

SIGNATURES



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






                                        PrimeEnergy Corporation
                                        (Registrant)





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






November 12, 1999                  /s/  Beverly A. Cummings
   (Date)                               --------------------------
                                        Beverly A. Cummings
                                        Executive Vice President
                                        Principal Financial and
                                 										Accounting Officer
                                 23
<PAGE>