U.S. SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549
                    ________________________________
                                    
                               FORM 10-QSB
                                    
/X/   Quarterly  Report  Under  Section 13 or  15(d)  of  the  Securities
Exchange Act of 1934

For the Quarterly Period Ended June 30, 1998

                                   or

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

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

The number of shares outstanding of each class of the Registrant's Common
Stock  as  of  August  12,  1998 was:  Common  Stock,  $0.10  par  value,
4,459,194 shares.
                        PrimeEnergy Corporation
                                   
                         Index to Form 10-QSB
                                   
                             June 30, 1998
                                   
                                   

Part I -  Financial Information

Consolidated Balance Sheets - June 30, 1998 and
December 31, 1997                                                3-4

Consolidated Statements of Operations for the six months
ended June 30, 1998 and 1997                                     5

Consolidated Statements of Operations for the three months
ended June 30, 1998 and 1997                                     6

Consolidated Statement of Stockholders' Equity for the
six months ended June 30, 1998                                   7

Consolidated Statements of Cash Flows for the six months
ended June 30, 1998 and 1997                                     8

Notes to Consolidated Financial Statements                       9-17

Management's Discussion and Analysis of Financial Condition
and Results of Operations                                        18-22


Part II - Other Matters                                          23

Signatures                                                       24












                        PrimeEnergy Corporation
                                   
                      Consolidated Balance Sheets
                                   
                  June 30, 1998 and December 31, 1997

                                              June 30,   December 31,
                                                1998         1997
                                            (Unaudited)   (Audited)
Current assets:
  Cash and cash equivalents                $ 2,390,000   $ 2,987,000
  Restricted cash and cash
    equivalents (Note 2)                        917,000      885,000
  Accounts receivable (Note 3)                3,850,000    4,480,000
  Due from related parties (Note 8)           1,529,000    2,454,000
  Other current assets                          100,000      175,000
  Prepaid expenses                              107,000      107,000
  Deferred income taxes                         121,000      121,000
                                             ----------   ----------
      Total current assets                    9,014,000   11,209,000
                                             ----------   ----------

Property and equipment, at cost (Notes 1 and 4):
  Oil and gas properties (successful
    efforts method):
      Developed                              42,577,000   41,427,000
      Undeveloped                               457,000      231,000
  Furniture, fixtures and equipment
   including leasehold improvements           6,106,000    5,757,000
                                             ----------   ----------
                                             49,140,000   47,415,000
  Accumulated depreciation and depletion   (27,193,000) (24,885,000)
                                             ----------   ----------
    Net property and equipment               21,947,000   22,530,000
                                             ----------   ----------

Other assets                                    628,000      604,000
Due from affiliates                             325,000      325,000
                                             ----------   ----------
    Total assets                           $ 31,914,000  $34,668,000
                                             ==========   ==========




See accompanying notes to the consolidated financial statements.

                        PrimeEnergy Corporation
                                   
                      Consolidated Balance Sheets
                                   
                  June 30, 1998 and December 31, 1997

                                              June 30,   December 31,
                                                1998         1997
                                            (Unaudited)   (Audited)

Current liabilities:
  Accounts payable                         $  4,886,000  $ 6,333,000
  Accrued liabilities:
    Payroll, benefits and related items         954,000      530,000
    Taxes (Note 1)                                7,000       27,000
    Interest and other                          741,000      646,000
  Due to related parties (Note 8)               667,000    1,389,000
                                             ----------   ----------
    Total current liabilities                 7,255,000    8,925,000
                                             ----------   ----------

Long-term bank debt (Note 5)                 18,650,000   18,865,000
Deferred income taxes (Note 1)                  262,000      262,000

Stockholders' equity:
  Preferred stock, $.10 par, authorized
    10,000 shares; none issued                   --           --
  Common stock, $.10 par value, authorized
    15,000,000 shares; issued 7,607,970
    in 1998 and 7,597,970 in 1997               761,000      760,000
  Paid in capital                            10,902,000   10,888,000
  Retained earnings                           1,305,000      971,000
                                             ----------   ----------
                                             12,968,000   12,619,000
  Treasury stock, at cost, 3,143,776
    common shares in 1998 and 2,989,161
    common shares in 1997                   (7,221,000)  (6,003,000)
                                             ----------   ----------
    Total stockholders' equity                5,747,000    6,616,000
                                             ----------   ----------
      Total liabilities and equity         $ 31,914,000  $34,668,000
                                             ==========   ==========



See accompanying notes to the consolidated financial statements.

                        PrimeEnergy Corporation
                                   
                 Consolidated Statements of Operations
                                   
                Six Months Ended June 30, 1998 and 1997
                              (Unaudited)
                                   
                                                 1998          1997
Revenue:
  Oil and gas sales                           $ 5,993,000  $ 7,680,000
  District operating income                     5,545,000    5,447,000
  Administrative revenue (Note 8)                 850,000      852,000
  Reporting and management fees (Note 8)          146,000      160,000
  Interest and other income                       216,000      106,000
                                               ----------   ----------
    Total revenue                              12,750,000   14,245,000
                                               ----------   ----------

Costs and expenses:
  Lease operating expense                       3,258,000    3,380,000
  District operating expense                    4,305,000    4,101,000
  Depreciation and depletion of
    oil and gas properties                      2,429,000    2,583,000
  General and administrative expense            1,646,000    1,617,000
  Exploration costs                                95,000    1,351,000
  Interest expense (Note 5)                       713,000      566,000
                                               ----------   ----------
    Total costs and expenses                   12,446,000   13,598,000
                                               ----------   ----------
Income from operations                            304,000      647,000
Gain on sale and exchange of assets                67,000      146,000
                                               ----------   ----------
Net income before income taxes                    371,000      793,000

Provision for income taxes                         37,000       79,000
                                               ----------   ----------
Net income                                    $   334,000 $    714,000
                                               ==========   ==========

Basic income per common share (Note 9)              $0.07        $0.15
                                                     ====         ====
Diluted income per common share (Note 9)            $0.06        $0.13
                                                     ====         ====



See accompanying notes to the consolidated financial statements.
                        PrimeEnergy Corporation
                                   
                 Consolidated Statements of Operations
                                   
               Three Months Ended June 30, 1998 and 1997
                              (Unaudited)
                                   
                                                 1998          1997
Revenue:
  Oil and gas sales                           $ 3,086,000  $ 3,421,000
  District operating income                     2,865,000    2,794,000
  Administrative revenue (Note 8)                 417,000      488,000
  Reporting and management fees (Note 8)           69,000       79,000
  Interest and other income                       136,000       55,000
                                               ----------   ----------
    Total revenue                               6,573,000    6,837,000
                                               ----------   ----------

Costs and expenses:
  Lease operating expense                       1,768,000    1,730,000
  District operating expense                    2,080,000    1,986,000
  Depreciation and depletion of
    oil and gas properties                      1,306,000    1,293,000
  General and administrative expense              819,000      809,000
  Exploration costs                                32,000      708,000
  Interest expense (Note 5)                       349,000      291,000
                                               ----------   ----------
    Total costs and expenses                    6,354,000    6,817,000
                                               ----------   ----------
Income from operations                            219,000       20,000
Gain on sale and exchange of assets                 7,000      124,000
                                               ----------   ----------
Net income before income taxes                    226,000      144,000

Provision for income taxes                         19,000       14,000
                                               ----------   ----------
Net income                                    $   207,000 $    130,000
                                               ==========   ==========

Basic income per common share (Note 9)              $0.05        $0.03
                                                     ====         ====
Diluted income per common share (Note 9)            $0.04        $0.02
                                                     ====         ====



See accompanying notes to the consolidated financial statements.

                             PrimeEnergy Corporation
                                        
                 Consolidated Statement of Stockholders' Equity
                                        
                         Six Months Ended June 30, 1998
<TABLE>                                      
<C>
  
                                                                                          
                                                  Additional                                   
                                    Common Stock       Paid In        Retained     Treasury          
                                  Shares     Amount    Capital        Earnings       Stock         Total
<S>                                                                                                
Balance at December 31, 1997    7,597,970   $760,000   $10,888,000    $971,000   ($6,003,000)    $6,616,000
                                                                                       
Purchased 154,615 shares of
        common stock                                                              (1,218,000)    (1,218,000)
                                                                                                 
Stock options exercised            10,000      1,000        14,000                                   15,000
                                                                                                      
Net income                                                             334,000                      334,000
                                ---------   --------   -----------  ----------   ------------    ----------   
Balance at June 30, 1998        7,607,970   $761,000   $10,902,000  $1,305,000   ($7,221,000)    $5,747,000
                                =========   ========   ===========  ==========    ===========    ==========
</TABLE>
  
  
  
  
  
  
  
  
  
  
  
  
        See accompanying notes to the consolidated financial statements.
                                        
                                 
               Consolidated Statements of Cash Flows
                                 
              Six Months Ended June 30, 1998 and 1997
                            (Unaudited)
                                 
                                                1998         1997

Net cash provided by operating activities   $ 3,077,000  $ 4,373,000
                                             ----------   ----------

Cash flows from investing activities:
  Additions to property and equipment       (2,583,000)  (2,794,000)
  Proceeds from sale of property
    and equipment                               327,000      828,000
  Proceeds from payments on note receivable      --           40,000
                                             ----------   ----------
    Net cash (used in) investing
       activities                            (2,256,000)  (1,926,000)
                                             ----------   ----------

Cash flows from financing activities:
  Purchase of treasury stock                 (1,218,000)    (777,000)
  Increase in long-term bank debt and
    other long-term obligations              16,415,000   14,690,000
  Repayment of long-term bank debt and
    other long-term obligations             (16,630,000) (17,300,000)
  Proceeds from exercised stock options          15,000        --
                                             ----------   ----------
    Net cash (used in) financing
       activities                           (1,418,000)  (3,387,000)
                                             ----------   ----------

Net decrease in cash and cash
  equivalents                                 (597,000)    (940,000)

Cash and cash equivalents at the
  beginning of the period                     2,987,000    3,316,000
                                             ----------   ----------
Cash and cash equivalents at the
  end of the period                       $   2,390,000 $  2,376,000
                                             ==========   ==========




 See accompanying notes to the consolidated financial statements.
                                 
                      PrimeEnergy Corporation
                                 
            Notes to Consolidated Financial Statements
                                 
                           June 30, 1998

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 approximately 1,650 wells
    and  owns  non-operating interests in approximately 900 additional
    wells.   Additionally, the Company provides well-servicing support
    operations, site preparation and construction services for oil and
    gas  drilling and rework operations, both in connection  with  the
    Company's activities and in providing contract services for  third
    parties.   The  Company is publicly traded  on  NASDAQ  under  the
    symbol "PNRG".

    The markets for the Company's products are highly competitive,  as
    oil and gas are commodity products and prices depend upon numerous
    factors  beyond  the  control of the Company,  such  as  economic,
    political   and  regulatory  developments  and  competition   from
    alternative energy sources.
    
    Certain  items  on  the  prior year income  statements  have  been
    reclassified to conform with current year classification.

    Principles of Consolidation-

    The  consolidated  financial statements include  the  accounts  of
    PrimeEnergy  Corporation and its wholly-owned  subsidiaries.   All
    material  inter-company  accounts and transactions  between  these
    entities  have  been  eliminated. Oil and gas  properties  include
    ownership interests in affiliated partnerships.  The statement  of
    operations  includes the Company's proportionate share of  revenue
    and  expenses  related  to  oil and gas  interests  owned  by  the
    partnerships.

    Use of Estimates-

    The   preparation  of  financial  statements  in  conformity  with
    generally  accepted accounting principles requires  management  to
    make estimates and assumptions that affect the reported amounts of
    assets  and  liabilities and disclosure of contingent  assets  and
    liabilities  at  the  date  of the financial  statements  and  the
    reported  amounts  of revenues and expenses during  the  reporting
    period.  Actual results could differ from those estimates.
    
    Estimates  of  oil and gas reserves, as determined by  independent
    petroleum engineers, are continually subject to revision based  on
    price,  production history and other factors.  Depletion  expense,
    which  is computed based on the units of production method,  could
    be   significantly   impacted  by  changes  in   such   estimates.
    Additionally,  SFAS No. 121 requires that, if the expected  future
    cash flow from an asset is less than its carrying cost, that asset
    must be written down to its fair market value.  As the fair market
    value of a property is generally substantially less than the total
    future  cash  flow expected from the asset, small changes  in  the
    estimated  future  net revenue from an asset  could  lead  to  the
    necessity of recording a significant impairment.
    
    The  Company has significant deferred tax assets which  have  been
    fully  reserved against based upon the assumption that at  current
    and  expected future levels of taxable income, and considering the
    Section   29   credits  the  Company  expects  to  generate,   the
    availability  of these carryforwards will not lead to  significant
    reductions in the Company's tax liability as compared to  what  it
    would  pay  if  such  carryforwards did not exist.   Increases  in
    estimates  of  future  taxable income could  lead  to  significant
    reductions  in  the  amount of this reserve, which  could  have  a
    material effect on the net income of the Company.

    Property and Equipment-

    The  Company follows the "successful efforts" method of accounting
    for  its  oil  and  gas properties.  Under the successful  efforts
    method,  costs  of  acquiring undeveloped oil  and  gas  leasehold
    acreage, including lease bonuses, brokers' fees and other  related
    costs  are  capitalized. Provisions for impairment of  undeveloped
    oil and gas leases are based on periodic evaluations. Annual lease
    rentals   and  exploration  expenses,  including  geological   and
    geophysical  expenses and exploratory dry hole costs, are  charged
    against income as incurred.
    
    All   other   property  and  equipment  are   carried   at   cost.
    Depreciation and depletion of oil and gas production equipment and
    properties  are  determined  under the  unit-of-production  method
    based  on  estimated  proved recoverable  oil  and  gas  reserves.
    Depreciation  of  all  other equipment  is  determined  under  the
    straight-line  method using various rates based on  useful  lives.
    The cost of assets and related accumulated depreciation is removed
    from  the  accounts  when such assets are  disposed  of,  and  any
    related gains or losses are reflected in current earnings.
    
    
    Income Taxes-

    The  Company records income taxes in accordance with Statement  of
    Financial  Accounting Standards ("SFAS") No. 109, "Accounting  for
    Income Taxes".  SFAS No. 109 is an asset and liability approach to
    accounting  for  income taxes, which requires the  recognition  of
    deferred  tax  assets  and  liabilities for  the  expected  future
    consequences of events that have been recognized in the  Company's
    financial statements or tax returns.
   
     Deferred  tax liabilities or assets are established for temporary
     differences  between financial and tax reporting  bases  and  are
     subsequently adjusted to reflect changes in the rates expected to
     be in effect when the temporary differences reverse.  A valuation
     allowance  is  established for any deferred tax asset  for  which
     realization is not likely.

    General and Administrative Expenses-
    
    General  and administrative expenses represent costs and  expenses
    associated   with   the   operation  of  the   Company.    Certain
    partnerships, trusts and joint ventures sponsored by  the  Company
    reimburse  general and administrative expenses incurred  on  their
    behalf.
    
    Income per share-
    
    Income  per share of common stock has been computed based  on  the
    weighted  average  number  of  common  shares  and  common   stock
    equivalents   outstanding  during  the   respective   periods   in
    accordance  with  SFAS  No. 128, "Earnings per  Share,"  described
    below in Recently Issued Accounting Standards.
    
    Statements of cash flows-
    
    For  purposes  of the consolidated statements of cash  flows,  the
    Company  considers  short-term,  highly  liquid  investments  with
    original  maturities  of  less  than  ninety  days  to   be   cash
    equivalents.
    
    Concentration of Credit Risk-
    
    The  Company  maintains  significant  banking  relationships  with
    financial institutions in the State of Texas.  The Company  limits
    its  risk  by periodically evaluating the relative credit standing
    of  these  financial  institutions.  The  Company's  oil  and  gas
    production  purchasers consist primarily of independent  marketers
    and major gas pipeline companies.
    
    Hedging-
    
    From time to time, the Company may enter into futures contracts in
    order  to  reduce its exposure related to changes in oil  and  gas
    prices.   In  accordance  with Statement of  Financial  Accounting
    Standards No. 80, any gain or loss on such contracts is treated as
    an  adjustment to oil and gas revenue.  Cash activity  related  to
    hedging  transactions  is  treated as operating  activity  on  the
    Statements of Cash Flows.
    
    Recently Issued Accounting Standards-
    
    In  June  1997, the Financial Accounting Standards Board  released
    Statement  No. 130, "Reporting Comprehensive Income" and Statement
    No.  131, "Disclosures about Segments of an Enterprise and Related
    Information."   These  statements require  disclosure  of  certain
    components  of  changes  in equity and certain  information  about
    operating  segments  and geographic areas of operation.   Both  of
    these  statements were adopted by the Company as of January, 1998.
    These  statements  had no effect on the results of  operations  or
    financial position.
   
    In  February 1997, the Financial Accounting Standards Board issued
    Statement  of  Financial Accounting Standards  ("SFAS")  No.  128,
    "Earnings  per Share" (EPS).  SFAS No. 128 replaces the  standards
    for computing earnings per share previously established by APB No.
    15,  "Earnings  per  Share" by replacing the primary  EPS  with  a
    presentation  of  "basic EPS" and requiring dual  presentation  of
    basic  and diluted EPS on the face of the income statement.   SFAS
    No.  128  requires  companies to adopt its provisions  for  fiscal
    years  ending after December 15, 1997 and requires restatement  of
    all  prior  period  EPS data, if necessary.   Earnings  per  share
    information has been presented on the financial statements and its
    computations disclosed in footnote 9 in accordance with  SFAS  No.
    128.

(2)  Restricted Cash and Cash Equivalents:

    Restricted  cash  and  cash  equivalents  includes  $917,000   and
    $885,000 at June 30, 1998 and December 31, 1997, respectively,  of
    cash  primarily  pertaining to unclaimed royalty  payments.  There
    were corresponding accounts payable recorded at June 30, 1998  and
    December 31, 1997 for these liabilities.
    
(3)  Accounts Receivable

    Accounts  receivable  at  June 30,  1998  and  December  31,  1997
    consisted of the following:
                                        June 30,         December 31,
                                          1998               1997

      Joint Interest Billing          $ 1,719,000       $ 1,601,000
      Trade Receivables                   241,000           213,000
      Oil and Gas Sales                 1,761,000         2,630,000
      Other                               155,000            62,000
                                        ---------         ---------
                                        3,876,000         4,506,000

      Less, Allowance for doubtful
       accounts                           (26,000)         (26,000)
                                        ---------         ---------
                                      $ 3,850,000       $ 4,480,000
                                        =========         =========
                                 

(4)  Property and equipment

    Property  and  equipment at June 30, 1998 and  December  31,  1997
    consisted of the following:

                                       June 30,          December 31,
                                         1998               1997

      Developed oil and gas
        properties at cost            $42,577,000       $41,427,000
      Undeveloped oil and gas
        properties at cost                457,000           231,000
      Less, accumulated depletion
        and depreciation              (23,358,000)      (21,397,000)
                                      ------------      ------------
                                       19,676,000        20,261,000
                                      ------------      ------------

      Furniture, fixtures and
        and equipment                   6,106,000         5,757,000
      Less, accumulated depreciation   (3,835,000)       (3,488,000)
                                       ----------        ----------
                                        2,271,000         2,269,000
                                       ----------        ----------
      Total net property and
        equipment                     $21,947,000       $22,530,000
                                       ==========        ==========

5)  Long-Term Bank Debt

    At  December 31, 1996, the Company was party to a line  of  credit
    agreement  with a bank with a non-reducing borrowing base  of  $19
    million.  Twenty-five percent of the borrowing is syndicated to  a
    second bank.  At the beginning of 1997, the agreement provided for
    interest at 1/2% over the bank's base rate as defined, or 2 3/4%  over
    the London Inter-Bank Offered Rate (LIBOR) for the interest period
    in question, payable at the end of the interest period.
    
    On  February 6, 1997, the bank extended the borrowing base to  $21
    million.   The  credit agreement was also amended to  provide  for
    interest  on  outstanding borrowings at the bank's base  rate,  as
    defined, or 2 1/4% over the LIBO rate.  Effective in May, 1997,  the
    bank  revised the borrowing base to $20.5 million due to the  sale
    of  properties by the Company.  In September, 1997, the  borrowing
    base was again revised to $20 million.
    
    Effective  January 2, 1998, the credit agreement  was  amended  to
    implement  an  interest  rate schedule  that  is  based  upon  the
    aggregate principal amount of loans outstanding as a percentage of
    the  borrowing  base.   The  amendment provides  for  interest  on
    outstanding  borrowings at the bank's base rate,  as  defined,  or
    from  1  1/2% to 2% over the LIBOR rate depending upon the Company's
    utilization of the available line of credit. During the first half
    of  1998,  the  Company's  level of  borrowings  has  resulted  in
    interest charged at 2% over the LIBOR rate.
    
    Advances  pursuant to the agreement are limited to  the  borrowing
    base  as defined in the agreement.  Most of the Company's oil  and
    gas  properties as well as certain receivables and equipment  were
    pledged  as  security under this agreement.  Under  the  Company's
    credit agreement, the Company is required to maintain, as defined,
    a  minimum current ratio, tangible net worth, debt coverage  ratio
    and interest coverage ratio.

(6)  Contingent Liabilities:

    PEMC,  as  managing general partner of the affiliated partnerships
    and   trusts   (the  "Partnerships"),  is  responsible   for   all
    Partnership activities, including the review and analysis  of  oil
    and  gas  properties for acquisition, the drilling of  development
    wells  and  the production and sale of oil and gas from productive
    wells.  PEMC also provides the administration, accounting and  tax
    preparation  work for the Partnerships.  PEMC is  liable  for  all
    debts  and  liabilities  of the affiliated  Partnerships,  to  the
    extent  that  the  assets of a given limited Partnership  are  not
    sufficient to satisfy its obligations.
    
    As  a general partner, PEMC is committed to offer to purchase  the
    limited partners' interests in certain of its managed Partnerships
    at  various  annual intervals.  Under the terms of  a  partnership
    agreement,  PEMC  is not obligated to purchase an  amount  greater
    than  10%  of  the  total  partnership interest  outstanding.   In
    addition, PEMC will be obligated to purchase interests tendered by
    the limited partners only to the extent of one-hundred fifty (150)
    percent  of  the revenues received by it from such partnership  in
    the  previous year.  Purchase prices are based upon annual reserve
    reports of independent petroleum engineering firms discounted by a
    risk  factor.  Based upon historical production rates and  prices,
    management estimates that if all such offers were to be  accepted,
    the   maximum   annual   future  purchase  commitment   would   be
    approximately $500,000.  In recent years, the Company  has  chosen
    to  repurchase  limited partnership interests  in  excess  of  its
    commitment.

(7)  Stock Options and Other Compensation:

    In  May  1989,  non-statutory stock options were  granted  by  the
    Company to four key executive officers for the purchase of  shares
    of  common  stock.  Such options are exercisable, on a  cumulative
    basis,  as  to twenty percent of the shares subject to  option  in
    each  year,  beginning one year after the granting of the  option.
    At  June  30,  1998  and  1997, options  on  802,500  shares  were
    outstanding and exercisable at prices ranging from $1.00 to $1.25.
    On  January 27, 1983, the Company adopted the 1983 Incentive Stock
    Option  Plan.  At June 30, 1998 and 1997, options on  112,000  and
    124,000  shares were exercisable at $1.50 per share, respectively,
    and no additional shares were available for granting.
    
    PEMC  has  a  marketing  agreement with its current  President  to
    provide  assistance  and  advice to PEMC in  connection  with  the
    organization and marketing of oil and gas partnerships  and  joint
    ventures  and other investment vehicles of which PEMC is to  serve
    as  general  or  managing  partner.  The  Company  had  a  similar
    agreement  with its former Chairman.  Although that agreement  has
    expired, the former Chairman is still entitled to receive  certain
    payments  relating  to partnerships formed  during  the  time  the
    agreement  was  in  effect.   The  President  is  entitled  to   a
    percentage  of the Company's carried interest depending  on  total
    capital  raised  and  annual performance of the  Partnerships  and
    joint ventures.
    
 (8) Related Party Transactions:

    PEMC  is a general partner in several oil and gas Partnerships  in
    which  certain  directors  have limited  and  general  partnership
    interests.   A substantial portion of the assets and  revenues  of
    PEMC  are derived from its interests in the oil and gas properties
    owned by the Partnerships. As the managing general partner in each
    of  the Partnerships, PEMC receives approximately 5% to 12% of the
    net  revenues  of  each Partnership as a carried interest  in  the
    Partnerships' properties.
    
    The  Partnership agreements allow PEMC to receive management  fees
    for  various services to the Partnerships as well as reimbursement
    for  property acquisition and development costs incurred on behalf
    of the Partnerships and general and administrative overhead, which
    is  reported  in  the statements of operations  as  administrative
    revenue.
    
    In 1991, the Company loaned approximately $325,000 at 12% interest
    to  a  real estate limited partnership of which a Company  Officer
    and  Director  is a general partner.  This loan is  secured  by  a
    mortgage on the underlying real estate in the partnership and  the
    Company  received  a 23% equity participation in the  partnership.
    The  loan  agreement provides for interest payments on a quarterly
    basis  provided  the  cash  flow from operations  of  the  limited
    partnership  are  sufficient to pay interest for the  quarter.  If
    cash  flows are not sufficient, the accrued interest is  added  to
    the  principal. This loan is included in other non-current  assets
    on the balance sheet.
    
    Due  to  related  parties at June 30, 1998 and December  31,  1997
    primarily  represent receipts collected by the Company, as  agent,
    from   oil  and  gas  sales  net  of  expenses.  Receivables  from
    affiliates  consist  of  reimbursable general  and  administrative
    costs,  lease  operating expenses and reimbursements for  property
    acquisitions, development and related costs.
    
 (9) Income per share:

     Basic  earnings  per  share  are computed  by  dividing  earnings
     available  to common stockholders by the weighted average  number
     of common shares outstanding during the period.  Diluted earnings
     per  share reflect per share amounts that would have resulted  if
     dilutive  potential  common stock had been  converted  to  common
     stock.    The  following  reconciles  amounts  reported  in   the
     financial statements:
     
                                 
                             Six Months Ended            Six Months Ended
                              June 30, 1998                June 30, 1997
     
                       Net    Number of Per Share    Net     Number of Per Share
                     Income    Shares    Amount     Income     Shares    Amount
Net income  per
  common share     $334,000   4,486,215    $0.07   $714,000  4,689,230     $0.15

Effect of dilutive
 securities:
        Options        --       780,092   (0.01)       --      740,985    (0.02)
                   --------   ---------   ------   --------  ----------  -------
Diluted  net income
 per common share  $334,000   5,266,307   $0.06    $714,000   5,430,215   $0.13
                   ========  ==========  ======    ========   =========  ======
     
     
                       Three Months Ended                 Three Months Ended
                         June 30, 1998                       June 30, 1997
     
                     Net     Number of Per Share     Net    Number of  Per Share
                    Income    Shares     Amount     Income    Shares     Amount 
Net income  per
 common share      $207,000   4,470,434   $0.05   $130,000   4,676,806    $0.03

Effect of dilutive 
   securities:
        Options        --       774,134   (0.01)      --       765,736    (0.01)
                   ________   _________  _______  ________   _________    _____

Diluted  net income
per common share   $207,000   5,244,568   $0.04   $130,000   5,442,542    $0.02
                   ========   =========  =======  ========   =========    ======
     
                                 
                                 
                                 
                                 
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   and
development.   By increasing its reserve base, the Company's  borrowing
ability  is  increased  due  to  additional  properties  available   as
collateral.    Capital  expenditures  during  1998  were  financed   by
borrowings  and internally generated funds coupled with  cash  balances
available at the prior year-end.

On  April 26, 1995, the Company entered into a revised credit agreement
with Bank One, Texas, NA providing for $12.5 million revolving line  of
credit  on  a  $50 million master promissory note.  This new  agreement
introduced  Den  Norske Bank, AS as a 25% syndication  partner  in  the
line.   The agreement also provides for a lower floating rate  compared
to  previous agreements as well as the ability to borrow based upon the
London  Inter-Bank Offered Rate (LIBOR).  The borrowing base is revised
every six months by the bank.

As  of  June  30,  1998,  the borrowing base under  the  agreement  was
$20,000,000 and the Company had $1,350,000 available under this line of
credit.  During most of 1997, the interest rate on this line of  credit
was  the  banks  base rate, as defined, monthly, or  2  1/4  %  over  the
published  LIBOR  rate, payable at the end of the  applicable  interest
period.  Effective February 2, 1998, this agreement was amended so that
the  interest rate on the LIBOR Rate Loan will vary from  1 1/2%  to  2%
above  the  published  LIBOR  rate depending  on  the  portion  of  the
Company's  credit  line being utilized. Based on current  and  expected
levels  of  borrowing, it is anticipated that the rate charged  to  the
Company on these loans will be at 2% above the published LIBOR rate for
most or all of 1998.

Most  of  the  Company's  oil and gas properties  as  well  as  certain
receivables and equipment are pledged as security under the  agreement.
The Company is required to maintain, as defined, a minimum tangible net
worth,  and  certain  debt, interest coverage and current  ratios,  and
restrictions  are placed on the Company's ability to pay dividends  and
purchase treasury stock.

The   Company   spent  approximately  $2,165,000  on  the  acquisition,
exploration and development of oil and gas properties in the first half
of  1998,  including  $218,000  spent to  repurchase  limited  partners
interests from investors in the oil and gas partnerships.

The   Company  also  spent  approximately  $400,000  on  field  service
equipment  and $113,000 on computer hardware and software in the  first
half of 1998.

In  January, 1998, the Company purchased 53,334 shares of its stock for
treasury from Stanford University and 53,334 shares from the University
of  California.   The total combined cost of these  two  purchases  was
$853,000.   The  Company  spent an additional  $365,000  in  the  first
quarter of 1998 to acquire treasury stock in open market transactions.

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

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

RESULTS OF OPERATIONS

Net income decreased to $334,000 for the six months ended June 30, 1998
as compared to $714,000 for the first six months of 1997, and increased
to $207,000 for the quarter ended June 30, 1998 as compared to $130,000
for the comparable period in 1997. Sharply lower oil and gas prices  in
1998  as  compared to 1997 had a strong negative impact on both  second
quarter  1998  and  year to date earnings. This  impact  was  partially
offset in both cases by much lower exploration costs, and in the second
quarter by significant revenue received from the Company's Saint George
# 1 well, which came on line in the middle of March 1998.

The  Company  has  undertaken a 1998 Development Drilling  Program,  in
which  the  Company,  with  participation from  several  joint  venture
partners, intends to drill five exploratory wells in the second half of
1998.  The Company's share of the cost of this drilling is expected  to
be approximately $2.5 million. To the extent this drilling results in
dry  holes,  the drilling costs will be expensed as exploration  costs,
which would significantly impact earnings.

Oil  and gas sales of $5,993,000 for the first half of 1998 represented
a  22%  decrease  over sales in the first half of 1997. Second  quarter
1998  sales  of  $3,086,000 represent a 10% decrease over  1997  second
quarter  sales.  For the first six months of 1998 as  compared  to  the
first  six months of 1997, the average oil price received dropped  from
$20.52  per  barrel  to $13.20, and average gas prices  decreased  from
$2.53  per MCF to $2.28. For the second quarter of 1998 as compared  to
the second quarter of 1997, the average oil price received dropped from
$19.41 per barrel to $12.47, and average gas prices decreased from
$2.52 per MCF to $2.34.

The  company's  production totaled 71,000 barrels of  oil  and  939,000
MCF's  of  gas  in  the second quarter of 1998, as compared  to  66,000
barrels of oil and 1,013,000 MCF's of gas during the comparable  period
in  1997.  The increase in oil production is attributable to workovers,
improvements  and  development drilling on  several  of  the  Company's
existing properties. The decline in gas production is due to the normal
production  declines  coupled with a reduced working  interest  in  the
Company's  South Powderhorn field, partially offset by production  from
the Saint George # 1 well, which was completed this year.

The  purchase  of the Company's South Powderhorn property,  located  in
Calhoun  County,  Texas was subject to a provision wherein  the  seller
obtains  a  25% working interest in the property at such  time  as  the
Company and its joint venture partners have received net cash flow from
the  property  equal  to  200%  of their costs  (Payout).  This  Payout
occurred  in  January  of  1998,  and production  attributable  to  the
Company's  interest  which  reverted to the  seller  was  approximately
116,000 MCF's in the first six months of 1998.

First sales from the St. George #1 well occurred on March 12, 1998. The
Company's share of production from this well was approximately  268,000
MCF's through June 30, 1998.

District  operating  income increased by $98,000, or  2%,  between  the
first  half  of 1998 and the first half of 1997, primarily  due  to  an
increase in third party work performed.

Administrative  revenue for the first half of 1998 was consistent  with
the  first  half of 1997. Amounts received in both years  from  certain
Partnerships are substantially less than the amounts allocable to those
Partnerships  under  the  Partnership agreements.   The  lower  amounts
reflect  PEMC's  efforts  to  limit  costs  incurred  and  the  amounts
allocated to the Partnerships.

Other income for the second quarter of 1998 includes a $65,000 contract
settlement  with a gas purchaser relating to production cost deductions
and tax reimbursements prior to 1989.

Lease  operating expense for the first half of 1998 declined by  4%  or
$122,000 compared to the first half of 1997. Second quarter 1998  lease
operating expense of $1,768,000 represented an increase of $38,000,  or
2%, over the second quarter 1997 amount.

The  Company receives reimbursement for costs incurred related  to  the
evaluation,  acquisition  and  development  of  properties   in   which
interests   are   owned   by  its  joint  venture   partners,   related
partnerships, and trusts. To the extent that these costs  are  expended
at  the  district  level,  the  reimbursements  reduce  total  district
operating expenses. To the extent such expenses are incurred  by  PEMC,
such  reimbursements reduce total general and administrative  expenses.
Such reimbursement totaled approximately $675,000 in the first half  of
1998 as compared to $750,000 for the same period in 1997.

District operating expense as a percentage of district operating income
remained fairly constant in the first half of 1998 as compared  to  the
same period in 1997.

General and administrative expenses remained fairly constant in 1998 as
compared to 1997.

Depreciation  and  depletion  of  oil  and  gas  properties   decreased
$154,000, or 6% in the first half of 1998 as compared to the first half
of 1997, primarily due to lower production, but increased $13,000 or 1%
in the second quarter of 1998 as compared to the second quarter of 1997
due  to depletion expense relating to a full quarter's depletion on the
Saint George # 1 well.

Exploration costs were $95,000 in the first half of 1998 as compared to
$1,351,000  during the same period in 1997.  The 1997  costs  consisted
primarily  of  a 3D seismic shoot and related costs.  The  Company  has
plans  to drill several exploratory wells during the remainder of 1998,
which  would be charged to exploration expense if they were dry  holes,
and  is  also  considering participating in 3D  seismic  shoots  in  an
attempt to identify additional locations for exploratory drilling.   It
is  therefore  possible that exploration costs during the remainder  of
1998 will be significantly in excess of the first half of 1998.

Gain  on  sale  of assets of $67,000 in the first six  months  of  1998
consists  of  net gains of $28,000 on the sale of producing  properties
and  $39,000  in receipts from the sale of equipment on fully  depleted
wells in excess of the plugging costs of those wells.

Interest  expense during the first half of 1998 increased approximately
26%  to $713,000 as average debt levels increased, primarily due to the
amounts  borrowed  to fund drilling and exploration activities  in  the
latter part of 1997 and the beginning of 1998.

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

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

This  Report  contains forward-looking statements  that  are  based  on
management's  current expectations, estimates and  projections.   Words
such  as  "expects,"  "anticipates,"  "intends,"  "plans,"  "believes,"
"projects"  and "estimates," and variations of such words  and  similar
expressions  are intended to identify such forward-looking  statements.
These  statements  constitute "forward-looking statements"  within  the
meaning  of Section 27A of the Securities Act of 1933, and are  subject
to  the  safe  harbors  created  thereby.   These  statements  are  not
guarantees  of  future performance and involve risks and  uncertainties
and  are  based on a number of assumptions that could ultimately  prove
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

The Annual Meeting of Stockholders of the Company was held on June
4,  1998.  The only matter submitted to the stockholders  was  the
election   of  fifteen  Directors  (named  below),  nominated   by
management,  all  of  whom were currently  serving  as  Directors.
Proxies  were  solicited  pursuant to  Regulation  14A  under  the
Securities Act of 1934, definitive copies of which were filed with
the  Commission.   There  was  no solicitation  in  opposition  to
management's nominees, and all of the Directors nominated for  the
re-election  were elected.  The number of shares of the  Company's
common  stock  outstanding and entitled  to  vote  at  the  Annual
Meeting  was  4,476,500.  Those persons nominated and  elected  as
Directors  and  the number of shares voting for  or  withheld  for
each,  is  shown below.  There were no abstentions or broker  non-
votes.
                                 For             Withheld
     Samuel R. Campbell       3,928,375            2,539
     James E. Clark           3,928,365            2,549
     Beverly A. Cummings      3,928,075            2,839
     Charles E. Drimal, Jr.   3,928,062            2,852
     Charles E. Drimal, Sr.   3,928,375            2,539
     Matthias Eckenstein      3,928,375            2,539
     H. Gifford Fong          3,928,262            2,652
     Thomas S. T. Gimbel      3,928,375            2,539
     Clint Hurt               3,928,375            2,539
     Robert de Rothschild     3,928,375            2,539
     Jarvis J. Slade          3,928,375            2,539
     Jan K. Smeets            3,928,375            2,539
     Bennie H. Wallace, Jr.   3,928,375            2,539
     Gaines Wehrle            3,928,252            2,662
     Michael H. Wehrle        3,928,375            2,539
     
                                 
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  six
months ended June 30, 1998.

                            SIGNATURES



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






                                        PrimeEnergy Corporation
                                        (Registrant)





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






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