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, 1997

                                    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 11, 1997 was:  Common Stock,  $0.10  par
value, 4,626,309 shares.
                          PrimeEnergy Corporation
                                     
                           Index to Form 10-QSB
                                     
                            September 30, 1997
                                     
                                     

Part I -  Financial Information

Consolidated Balance Sheets - September 30, 1997 and
December 31, 1996                                                3-4

Consolidated Statements of Operations for the nine months
ended September 30, 1997 and 1996                                5

Consolidated Statements of Operations for the three months
ended September 30, 1997 and 1996                                6

Consolidated Statement of Stockholders' Equity for the
nine months ended September 30, 1997                             7

Consolidated Statements of Cash Flows for the nine months
ended September 30, 1997 and 1996                                8

Notes to Consolidated Financial Statements                       9-17

Management's Discussion and Analysis of Financial Condition
and Results of Operations                                        18-23


Part II - Other Matters                                          24

Signatures                                                       25















                                     2
                          PrimeEnergy Corporation
                                     
                        Consolidated Balance Sheets
                                     
                 September 30, 1997 and December 31, 1996

                                           September 30, December 31,
                                                1997         1996
                                            (Unaudited)   (Audited)
Current assets:
  Cash and cash equivalents                $ 3,525,000   $ 3,316,000
  Restricted cash and cash
    equivalents (Note 2)                        920,000      663,000
  Accounts receivable (Note 3)                4,242,000    5,052,000
  Due from related parties (Note 10)          2,008,000    2,184,000
  Other current assets                          282,000      266,000
  Prepaid expenses                              130,000      150,000
  Deferred income taxes                         119,000      119,000
                                             ----------   ----------
      Total current assets                   11,226,000   11,750,000
                                             ----------   ----------

Property and equipment, at cost(Notes 1 and 4):
  Oil and gas properties (successful
    efforts method):
      Developed                              39,343,000   36,645,000
      Undeveloped                               161,000      179,000
  Furniture, fixtures and equipment
   including leasehold improvements           5,891,000    5,269,000
                                             ----------   ----------
                                             45,395,000   42,093,000
  Accumulated depreciation and depletion    (23,627,000) (21,860,000)
                                             ----------   ----------
    Net property and equipment               21,768,000   20,233,000
                                             ----------   ----------

Other assets                                    600,000      607,000
Due from affiliates                             325,000      325,000
                                             ----------   ----------
    Total assets                           $ 33,919,000  $32,915,000
                                             ==========   ==========








See accompanying notes to the consolidated financial statements.
                          PrimeEnergy Corporation
                                     
                        Consolidated Balance Sheets
                                     
                 September 30, 1997 and December 31, 1996

                                           September 30, December 31,
                                                1997         1996
                                            (Unaudited)    (Audited)
Current liabilities:
  Current portion of other long-term
    obligations (Note 6)                   $     38,000  $    73,000
  Accounts payable                            6,333,000    5,297,000
  Accrued liabilities:
    Payroll, Benefits and related Items       1,180,000      494,000
    Taxes (Note 1)                               20,000       11,000
    Drilling costs                              951,000      234,000
    Interest and other                          678,000      774,000
  Due to related parties (Note 10)            1,958,000    1,064,000
                                             ----------   ----------
    Total current liabilities                11,158,000    7,947,000
                                             ----------   ----------

Long-term bank debt (Note 5)                 15,855,000   17,400,000
Other long-term obligations (Note 6)             --          243,000
Deferred income taxes (Note 1)                  240,000      240,000
Payable for encumbered treasury
  stock (Note 7)                                 --          621,000

Stockholders' equity:
  Preferred stock, $.10 par, authorized
    10,000 shares; none issued                   --           --
  Common stock, $.10 par value, authorized
    15,000,000 shares; issued 7,597,970
    in 1996 and 1995                            760,000      760,000
  Paid in capital                            10,888,000   10,888,000
  Retained earnings (accumulated deficit)       713,000     (53,000)
  Encumbered treasury stock (Note 7)             --        (621,000)
                                             ----------   ----------
                                             12,361,000   10,974,000
  Treasury stock, at cost, 2,956,061
    common shares in 1997 and 2,650,398
    common shares in 1996                   (5,695,000)  (4,510,000)
                                             ----------   ----------
    Total stockholders' equity                6,666,000    6,464,000
                                             ----------   ----------
      Total liabilities and equity         $33,919,000   $32,915,000
                                            ==========   ===========

See accompanying notes to the consolidated financial statements.
                          PrimeEnergy Corporation
                                     
                   Consolidated Statements of Operations
                                     
               Nine Months Ended September 30, 1997 and 1996
                                (Unaudited)
                                     
                                                1997         1996
Revenue:
  Oil and gas sales                        $ 11,195,000  $ 7,005,000
  District operating income                   8,331,000    7,289,000
  Administrative revenue (Note 10)            1,290,000    1,212,000
  Reporting and management fees (Note 10)       247,000      263,000
  Interest and other income                     109,000      117,000
                                             ----------   ----------
    Total revenue                            21,172,000   15,886,000
                                             ----------   ----------

Costs and expenses:
  Lease operating expense                     5,132,000    3,966,000
  District operating expense                  6,115,000    5,419,000
  Depreciation and depletion of
    oil and gas properties                    3,989,000    2,671,000
  General and administrative expense          2,228,000    2,599,000
  Exploration costs                           2,257,000      266,000
  Interest expense (Notes 5 and 6)              840,000      682,000
                                             ----------   ----------
    Total costs and expenses                 20,561,000   15,603,000
                                             ----------   ----------
Income from operations                          611,000      283,000
Gain on sale and exchange of assets             240,000      155,000
                                             ----------   ----------
Net income before income taxes                  851,000      438,000

Provision for income taxes                       85,000       44,000
                                             ----------   ----------
Net income                                 $    766,000  $   394,000
                                             ==========   ==========

Primary income per common share (Note 11)         $0.14        $0.07
                                                   ====         ====
Fully diluted income per common share (Note 11)   $0.14        $0.07
                                                   ====         ====


See accompanying notes to the consolidated financial statements.
                          PrimeEnergy Corporation
                                     
                   Consolidated Statements of Operations
                                     
              Three Months Ended September 30, 1997 and 1996
                                (Unaudited)
                                     
                                                 1997          1996
Revenue:
  Oil and gas sales                           $ 3,477,000  $ 2,996,000
  District operating income                     2,884,000    2,547,000
  Administrative revenue (Note 10)                438,000      386,000
  Reporting and management fees (Note 10)          86,000       85,000
  Interest and other income                        41,000       30,000
                                               ----------   ----------
    Total revenue                               6,926,000    6,044,000
                                               ----------   ----------

Costs and expenses:
  Lease operating expense                       1,752,000    1,568,000
  District operating expense                    2,013,000    1,838,000
  Depreciation and depletion of
    oil and gas properties                      1,406,000    1,171,000
  General and administrative expense              612,000      810,000
  Exploration costs                               907,000       75,000
  Interest expense (Notes 5 and 6)                273,000      315,000
                                               ----------   ----------
    Total costs and expenses                    6,963,000    5,777,000
                                               ----------   ----------
Income (loss) from operations                    (37,000)      267,000
Gain on sale and exchange of assets                93,000       40,000
                                               ----------   ----------
Net income before income taxes                     56,000      307,000

Provision for income taxes                          6,000       23,000
                                               ----------   ----------
Net income                                    $    50,000 $    284,000
                                               ==========   ==========

Primary income per common share (Note 11)            $0.01       $0.05
                                                     ====         ====
Fully diluted income per common share (Note 11)      $0.01       $0.05
                                                     ====         ====

See accompanying notes to the consolidated financial statements.
                             PrimeEnergy Corporation
                                        
                 Consolidated Statement of Stockholders' Equity
                                        
                      Nine Months Ended September 30, 1997
  
  
<TABLE>
<CAPTION> 
                                                                      Retained
                                                        Add'l         Earnings                 Encumbered                   
                                     Common Stock       paid in      (Accumulated   Treasury     Treasury	
                                  Shares     Amount     Capital       Deficit)      Stock         Stock       Total    
<S>                              <C>         <C>        <C>           <C>        <C>            <C>          <C> 
Balance at December 31, 1996     $7,597,970  $760,000   $10,888,000   ($53,000)  ($4,510,000)  ($621,000)    $6,464,000

Purchased 88,712 shares of           --         --           --           --          --           --             --
  common stock                                                                      (564,000)                  (564,000)

Amortization of                                                                     (621,000)    621,000          --
Encumbered Treasury Stock
(Note 7)

Net income                                                             766,000        --           --           766,000
                                -----------  --------   ------------ ----------   -----------  ----------     ----------
                                                                                                                                    
Balance at March 31, 1997       $7,597,970   $760,000   $10,888,000  $ 713,000    ($5,695,000)  $       0    $6,666,000
                                ===========  =========  ============ =========    ============  =========    ===========

</TABLE>
   
  
  
  
  
  
  
  See accompanying notes to the consolidated financial statements.



                                        7
                          PrimeEnergy Corporation
                                     
                   Consolidated Statements of Cash Flows
                                     
               Nine Months Ended September 30, 1997 and 1996
                                (Unaudited)
                                     
                                                1997         1996

Net cash provided by operating activities  $ 9,137,000 $   3,204,000
                                             ----------   ----------

Cash flows from investing activities:
  Additions to property and equipment       (6,878,000)  (9,974,000)
  Proceeds from sale of property
    and equipment                               932,000      232,000
  Increase in note receivable                     --         (40,000)
  Proceeds from payments on note receivable      26,000       --
                                             ----------   ----------
    Net cash (used in) investing activities (5,920,000)  (9,782,000)
                                             ----------   ----------

Cash flows from financing activities:
  Purchase of treasury stock                (1,185,000)    (458,000)
  Increase in long-term bank debt and
    other long-term obligations              22,320,000   22,728,000
  Repayment of long-term bank debt and
    other long-term obligations             (24,143,000) (14,990,000)
                                             ----------   ----------
    Net cash provided by (used in)
           financing activities             (3,008,000)    7,280,000
                                             ----------   ----------

Net increase  in cash and
  cash equivalents                              209,000      702,000

Cash and cash equivalents at the
  beginning of the period                     3,316,000    1,009,000
                                             ----------   ----------
Cash and cash equivalents at the
  end of the period                       $   3,525,000 $  1,711,000
                                             ==========   ==========





     See accompanying notes to the consolidated financial statements.
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     8
                          PrimeEnergy Corporation
                                     
                Notes to Consolidated Financial Statements
                                     
                            September 30, 1997

1)  Description of Operations and Significant Accounting Policies:

    Nature of Operations-

    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, including Colorado, Kansas,
    Louisiana,  Mississippi, Montana, Nebraska,  Nevada,  New  Mexico,
    North  Dakota,  Oklahoma, Texas, West Virginia and  Wyoming.   The
    Company  operates approximately 1,743 wells and owns non-operating
    interests  in  approximately 909 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.

    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, FAS 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.
    
    Effective  January 1, 1996, the Company adopted the provisions  of
    Statement  of Financial Accounting Standards No. 121,  "Accounting
    for  the Impairment of Long-Lived Assets and for Long Lived Assets
    to  Be  Disposed Of" ("SFAS No. 121").  Prior to the  adoption  of
    SFAS No. 121, the total amount of unamortized capitalized cost was
    limited  to  the  aggregated  undiscounted  value  of  future  net
    revenues, based on current prices and cost.  SFAS No. 121 requires
    that  long-lived assets held and used by a company, including  oil
    and  gas  properties  accounted for under the  successful  efforts
    method  of accounting, be reviewed for impairment whenever  events
    or  changes in circumstances indicate that the carrying amount  of
    an  asset may not be recoverable.  The Company determines  whether
    an impairment has occurred by estimating the undiscounted expected
    future  net  cash flows of its oil and gas properties at  a  field
    level  and compares such cash flows to the carrying amount of  the
    oil  and  gas  properties to determine if the carrying  amount  is
    recoverable.   For  those  oil and gas properties  for  which  the
    carrying  amount  exceeds the undiscounted estimated  future  cash
    flows,  an impairment is determined to exist.  The carrying amount
    of  such properties is adjusted to their estimated net fair  value
    based  on discounted cash flows. The Company recognized a non-cash
    charge  of  $184,000  related  to  the  impairment  oil  and   gas
    properties  during  1996,  which  was  included  in  depreciation,
    depletion and amortization expense.
    
    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 and trusts 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.
    
    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.
    
    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."  Both statements become effective for  fiscal  years
    beginning  after December 15, 1997 with early adoption  permitted.
    These  statements  require  disclosure of  certain  components  of
    changes in equity and certain information about operating segments
    and  geographic areas of operation.  No decision has been made  as
    to  when  the Company will adopt the statements.  These statements
    will not have any 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.  Earlier application  is
    not permitted.

(2)  Restricted Cash and Cash Equivalents:

    Restricted  cash  and  cash  equivalents  includes  $920,000   and
    $663,000   at   September  30,  1997  and   December   31,   1996,
    respectively,  of  cash primarily pertaining to unclaimed  royalty
    payments.  There were corresponding accounts payable  recorded  at
    September 30, 1997 and December 31, 1996 for these liabilities.
(3)  Accounts Receivable

    Accounts  receivable at September 30, 1997 and December  31,  1996
    consisted of the following:
                                     September 30,       December 31,
                                         1997               1996

      Joint Interest Billing          $ 1,373,000       $ 1,533,000
      Trade Receivables                   225,000           126,000
      Oil and Gas Sales                 2,579,000         3,337,000
      Other                                93,000            99,000
                                        ---------         ---------
                                        4,270,000         5,095,000

      Less, Allowance for doubtful
       accounts                           (28,000)         ( 43,000)
                                        ---------         ---------
                                      $ 4,242,000       $ 5,052,000
                                        =========         =========

(4)  Property and equipment

    Property and equipment at September 30, 1997 and December 31, 1996
    consisted of the following:

                                    September 30,        December 31,
                                         1997               1996

      Developed oil and gas
        properties at cost            $39,343,000       $36,645,000
      Undeveloped oil and gas
        properties at cost                161,000           179,000
      Less, accumulated depletion
        and depreciation              (20,017,000)      (18,661,000)
                                      ------------      ------------
                                       19,487,000        18,163,000
                                      ------------      ------------

      Furniture, fixtures and
        and equipment                   5,891,000         5,269,000
      Less, accum. depreciation        (3,610,000)       (3,199,000)
                                       ----------        ----------
                                        2,281,000         2,070,000
                                       ----------        ----------
      Total net property and
        equipment                     $21,768,000       $20,233,000
                                       ==========        ==========
(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.  During 1996, 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
    (LIBO)  rate 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.
    
    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)  Other Long-Term Obligations:

    Other  long-term  obligations at September 30, 1997  and  December
    31, 1996 consisted of the following:

                                     September 30,       December 31,
                                          1997              1996
      Subordinated debentures due
       December 31, 1998              $        --       $ 225,000

      Capital lease obligations            38,000          91,000
                                        ---------       ---------
                                           38,000         316,000

      Less, current portion               (38,000)        (73,000)
                                        ---------       ---------
                                      $        --       $ 243,000
                                        =========       =========
     
     The secured subordinated debentures, paid in full as of June
     30, 1997, were held by affiliated Partnerships in which PEMC
     is a general partner.  Interest was payable at 9.25% through
     1995,  6.5% through 1996 and 1% above year end money  market
     rates thereafter.
     
     
     
     
     
     
                               14
(7)  Encumbered Treasury Stock

    In  June  of  1996, the Company entered into an agreement  to
    purchase  400,000 shares of the Company's common  stock  from
    McJunkin Corporation.  The Company agreed to make 15  monthly
    payments  of  $80,000 beginning on June  1,  1996,  with  the
    shares  held  in escrow until such payments have  been  made.
    The  shares  are classified as encumbered treasury  stock  on
    the  balance  sheet, and will be un-encumbered in  proportion
    to  the payments made under the agreement. The liability  for
    future  payments  under the note, less imputed  interest,  is
    shown  as  "Payable  for Encumbered Treasury  Stock"  on  the
    balance sheet.  As of September 30, 1997, the treasury  stock
    purchased  under this agreement was fully paid  for  and  un-
    encumbered.

(8)  Contingent Liabilities:

    PEMC,   as   managing  general  partner  of  the   affiliated
    Partnerships, is responsible for all Partnership  activities,
    including  the review and analysis of oil and gas  properties
    for  acquisition, the drilling of development wells  and  the
    production  and  sale of oil and gas from  productive  wells.
    PEMC  also  provides the administration, accounting  and  tax
    preparation  work for the Partnerships.  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.

(9)  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.  In each case such options are for  a
    term  of  ten years ending May 15, 1999, and 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, 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
    September  30, 1997 and 1996, options on 124,000 and  134,000
    shares  were  exercisable at $1.50 per  share,  respectively,
    and no additional shares were available for granting.
    (10) 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 September 30, 1997  and  December
    31,  1996  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 and related costs.
    
(11) Income per share:

    The  weighted  average  number of common  shares  and  common
    stock  equivalents outstanding used in the income  per  share
    calculation are as follows:

                      Nine Months Ended         Three Months Ended
                        September 30,              September 30,
                       1997      1996              1997      1996

     Primary        5,451,264  5,771,766        5,469,184  5,773,127
                    =========  =========        =========  =========

     Fully diluted  5,491,587  5,851,693        5,471,240  5,786,545
                    =========  =========        =========  =========



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 entered into a credit agreement with Bank One, Texas
NA  providing  for a revolving line of credit on  a  $50  million
master  promissory note. Den norske Bank, AS is a 25% syndication
partner  in the line. The borrowing base is non-reducing  and  is
revised  every  six  months by the banks.  The  most  recent  re-
determination of the credit line occurred in September  of  1997,
at  which time the borrowing base under the agreement was set  at
$20,000,000.  The  increase  in  the  Company's  credit  line  is
attributable to increased reserves resulting from the acquisition
of  the  Saratoga properties and the success of  the  3D  Seismic
Drilling  Program.  As  of September 30, 1997,  the  Company  had
$4,145,000 available under this line of credit.

During  1996, the interest rate on this line of credit  was  1/2%
over  the  bank's base rate, as defined, monthly, or 2 3/4%  over
the  published  LIBO rate, payable at the end of  the  applicable
interest  period. Effective February 6, 1997, the  agreement  was
amended,  lowering the interest rate to the bank's base rate,  as
defined, monthly, or 2 1/4% over the published LIBO rate.

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  current ratio, tangible net worth, and debt and interest
coverage  ratios,  and restrictions are placed on  the  Company's
ability to pay dividends and purchase treasury stock.

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
acquisitions and development. By increasing its reserve base, the
Company's  borrowing  ability  is  increased  due  to  additional
properties available as collateral.

The Company has experienced significantly increased cash flow  in
1997   as  compared  to  1996,  primarily  due  to  the  Saratoga
acquisition  and  the  success of the  3D  Seismic  drilling  and
development  program  (3D Seismic Program),  both  of  which  are
discussed  further below. This increased cash flow has been  used
primarily to fund exploration and property development costs. The
Company  began drilling several wells near the end of  the  third
quarter,  and  several of these projects were in progress  as  of
September  30,  1997. Costs incurred but not yet  paid  on  these
projects through September 30, 1997 total approximately $951,000,
and  it is estimated that an additional $1,183,000 in costs  have
been  or will be incurred in the fourth quarter to complete these
projects, including $869,000 attributable to an exploratory well,
the results of which are not yet known, and $229,000 attributable
to  a  successful gas well completed in October 1997. These costs
can  be  expected to lead to higher average debt  levels  in  the
fourth quarter of 1997.

In  May  of  1996,  the  Company  purchased  from  Internationale
Nederlanden (U.S.) Capital Corporation properties formerly  owned
by   Saratoga  Resources  Inc.  (the  Saratoga  Properties)   for
$7,180,000.  The  addition of these properties has  significantly
increased the Company's cash flow.

The Company has, to date, drilled sixteen wells as part of the 3D
Seismic   Program,  twelve  of  which  have  been  completed   as
commercial gas wells, with production from the Miocene formation.
Seven of these wells are located in the South Powderhorn field in
Calhoun County, Texas, and contributed significantly to cash flow
in  the  first nine months of 1997. Four other wells  located  in
Matagorda County, Texas began sales in the third quarter of 1997.
A  successful  well  drilled on acreage  adjacent  to  the  South
Powderhorn  acreage  began production in the  fourth  quarter  of
1997.

During  1996, the Company entered into an agreement  to  purchase
400,000  shares of its common stock for a total consideration  of
$1,144,000.  Of  this  amount, $523,000 was  paid  in  1996,  and
$621,000 was paid in 1997. The Company also spent $564,000 during
the  first  nine months 1997 to acquire treasury  stock  in  open
market  transactions.  In June of 1997, the  Company's  board  of
directors  approved the purchase of an additional 500,000  shares
of  treasury  stock, to be purchased from time  to  time  and  as
conditions permit.

During  the second quarter of 1997, the Company sold a  group  of
outside  operated wells located in New Mexico for $680,000,  and,
in  a  separate transaction, a group of operated properties  also
located  in  New Mexico for $167,000. Both of these  transactions
were  effective  April 1, 1997. The net cash flow  received  from
these properties in the first quarter of 1997 was $105,000.

The  Company  spent  $8,187,000  on exploration, development  and 
acquisition  of  oil  and  gas  properties during  the first nine 
months of 1997. This includes $5,389,000 spent in connection with 
the 3D Seismic Program,  and  $1,057,000  spent  to buy   limited 
partner  interests  in  partnerships  in which the Company  is  a  
general partner.  Additionally, the Company  spent  approximately  
$708,000 on trucks, automobiles and equipment used in  connection  
with  field  service  operations,  and  an additional $169,000 on 
computer and related equipment and software.

RESULTS OF OPERATIONS
    
Net  income  increased  to $766,000 for  the  nine  months  ended
September  30,  1997 as compared to $394,000 for the  first  nine
months  of  1996.  This  increase is  primarily  attributable  to
sharply  higher income from oil and gas properties due to  higher
prices,   a  full  nine  months  of  revenue  from  the  Saratoga
properties in 1997, and revenue from the South Powderhorn  wells.
This   increased  income  was  largely  offset  by  spending   of
$2,257,000  on exploration costs in 1997 as compared to  $266,000
in 1996

Third quarter 1997 net income of $50,000 represented a decline of
$234,000   from  the  third  quarter  1996  amount  of  $284,000.
Increased oil and gas income and lower general and administrative
costs  were  offset  by  an increase of $832,000  in  exploration
costs.

As  of the date of this report, the Company was in the process of
drilling a deep exploratory well to test the Frio formation.  The
results  of this well are expected to be known by December  1997.
The  Company's share of drilling costs on this well are  expected
to  total approximately $1,700,000. If the well was determined to
be  a  dry hole, this amount would be charged to expense  in  the
fourth quarter of 1997. The Company is currently involved  in  or
considering several exploration projects, and the results of this
well  could  significantly affect the  extent  of  the  Company's
spending on exploration and development over the next year.

Oil  and  gas sales of $11,195,000 for the first nine  months  of
1997 represented a 60% increase over sales in the same period  in
1996.  Third  quarter 1997 sales of $3,477,000  represent  a  16%
increase  over  1996  third quarter sales. The  South  Powderhorn
field,  developed  as part of the Company's 3D  Seismic  Program,
contributed  $2,463,000 to revenue in the first  nine  months  of
1997,  as  opposed to $226,000 in the same period  in  1996.  The
Saratoga   properties  purchased  in  May  of  1996   contributed
$2,514,000  to  revenue  in the first nine  months  of  1997,  as
compared  to $1,565,000 contributed through September 1996.  Four
gas  wells drilled by the Company on the Ramrod prospect in Texas
contributed $49,000 to revenue in the third quarter of 1997.  The
average price received for directly owned oil production declined
to  $19.56 per barrel in 1997 as compared to $20.04 in the  first
nine  months  of 1996. Average gas prices increased substantially
to  $2.45  per MCF received in the first nine months of  1997  as
compared  to $2.20 per MCF received during the comparable  period
in  1996.  On a third quarter to third quarter basis, oil  prices
declined  from an average of $21.23 per barrel in 1996 to  $17.23
in  1997, while gas prices increased to $2.39 per MCF in 1997  as
compared to $2.23 in 1996.

Oil and gas sales related to PEMC's interests in the Partnerships
increased approximately 40%, or $526,000, between the first  nine
months  of 1997 and the first nine months of 1996. Third  quarter
1997  sales increased by $65,000 or 66%, as compared to the third
quarter  of 1996. These increases are primarily due to  the  fact
that  the  Company  has  made substantial  purchases  of  limited
partner interests during the past year. As the Company intends to
continue to purchase substantial additional interests, the  trend
of  increased  revenue from these entities  can  be  expected  to
continue in the short term.

District  operating  income  increased  by  $1,042,000,  or  14%,
between  the  first nine months of 1997 as compared to  the  same
period  in 1996, primarily due to income generated from operating
the  Saratoga  properties  for a full nine  months  in  1997.  An
increase  in  field  services  performed  for  third  parties  on
properties  not  operated by the Company  contributed  to  a  13%
increase  in  district operating income in the third  quarter  of
1997 as compared to the third quarter of 1996.

Administrative  revenue  for  the  first  nine  months  of   1997
increased  by  $78,000, or 6% as compared to the same  period  in
1996,  and  by  $52,000 or 13% in the third quarter  of  1997  as
compared  to  the same period in 1996. 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 those allocated to the Partnerships.

Lease  operating  expense  for the  first  nine  months  of  1997
increased by 29% or $1,166,000 compared to the first nine  months
of 1996. Third quarter 1997 lease operating expense of $1,752,000
represented  an  increase of $184,000, or  12%,  over  the  third
quarter  1996 amount. For directly owned properties, the  average
lifting  cost per barrel of oil equivalent decreased to $7.29  in
the first nine months of 1997 from $9.02 in the first nine months
of  1996,  due to lower per unit costs on the Saratoga properties
and especially the South Powderhorn field, which produced 152,000
barrel  of oil equivalents at an average cost of $2.37 per  unit.
Lease  operating  expenses related to  PEMC's  interests  in  the
partnerships and other ventures increased $377,000 for  the  nine
months  and  $178,000  for  the three months,  primarily  due  to
additional  interests  in these partnerships  purchased  by  PEMC
during the past year.

The Company receives reimbursement for costs incurred related  to
the  evaluation,  acquisition and development  of  properties  on
behalf  of  its  related partnerships, trusts,  and  other  joint
venture partners.  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 $1,200,000  in
the  first nine months of 1997 as compared to $1,125,000 for  the
same  period  in  1996.  This increase is  primarily  due  to  an
increase  in drilling and exploration activities involving  joint
venture  partners, particularly in connection with the  Company's
3D Seismic Program.

District  operating expense increased by $696,000 or 13%  in  the
first nine months of 1997 as compared to the same period in 1996,
primarily  due  to  costs associated with the  operation  of  the
Saratoga properties. An increase in field services performed  for
third   parties  on  properties  not  operated  by  the   Company
contributed  to a 10% increase in district operating  expense  in
the  third  quarter of 1997 as compared to the third  quarter  of
1996.

In  the  first nine months of 1997 as compared to the same period
in  1996, general and administrative expenses decreased $371,000,
or 14%.  1997 third quarter expense was $198,000 or 24% less than
1996.   The higher 1996 amounts are primarily due to $190,000  in
noncapitalizable costs incurred in connection with  the  purchase
of  the  Saratoga properties which occurred in May of  1996,  and
lower  property acquisition cost reimbursement received  in  that
year.

Depreciation  and  depletion of oil and gas properties  increased
$1,318,000,  or 49% in the first nine months of 1997 as  compared
to  the  comparable period of 1996, and $235,000 or  20%  in  the
third  quarter of 1997 as compared to the third quarter of  1996.
Depletion  on  the  South Powderhorn and Saratoga  properties  is
responsible for these increases.

Substantially all of the $2,257,000 in exploration costs incurred
in  the  first  nine  months of 1997 are in connection  with  the
Company's  3D Seismic Program.  This amount includes $643,000  of
3D seismic and other geological and geophysical costs relating to
acreage  on  which  the Company has drilled four  successful  gas
wells  to  date.  It also includes $580,000 spent to purchase  3D
seismic  covering an area which is currently being  evaluated  in
hopes of identifying future drilling prospects.  The largest part
of the $907,000 incurred in the third quarter of 1997 is $789,000
spent on the drilling of a deep exploratory well.  As of the date
of this report, the Company was in the process of drilling a deep
exploratory well designed to test the Frio formation, the results
of  which  will likely be known by December, 1997.  The Company's
share  of  the  drilling costs of this well will be approximately
$1,700,000, which will be charged to expense if the well is a dry
hole.

Interest  expense  during  the first  nine  months  of  the  year
increased  approximately  23% as average  debt  levels  increased
primarily  due  to  the  Saratoga acquisition  in  May  of  1996.
Interest  expense was 13% less in the third quarter of 1997  than
in  the third quarter of 1996, as increased cash flow was used to
reduce debt and average interest rates declined slightly.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This  Quarterly  Report  on  Form  10Q  contains  forward-looking
statements  within the meaning of Section 27A of  the  Securities
Act  of  1933,  as  amended, and Section 21E  of  the  Securities
Exchange  Act  of 1934, as amended.  Actual results,  events  and
circumstances could differ materially from the amounts  indicated
in  such  statements  due to several factors including,  but  not
limited   to,  oil  and  gas  prices,  drilling  and   operations
performance,    uncertainty   about   estimates   of    reserves,
environmental  risks,  governmental regulations,  and  access  to
capital.


                     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  nine
months ended September 30, 1997.
                           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 14, 1997                       /s/ Charles E. Drimal,Jr.
   (Date)                               -------------------------
-
                                        Charles E. Drimal, Jr.
                                        President
                                        Principal Executive
                                        Officer






November 14, 1997                       /s/ Beverly A. Cummings
   (Date)                               -------------------------
-
                                        Beverly A. Cummings
                                        Executive Vice President
                                        Principal Financial and
                                        Accounting Officer