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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q

[x]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2003

OR

[  ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to ____________

Commission file number 0-9408

PRIMA ENERGY CORPORATION

(Exact name of Registrant as specified in its charter)


|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 84-1097578                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer Identification No.)

1099 18th Street, Suite 400, Denver CO 80202
(Address of principal executive offices)     (Zip Code)

(303) 297-2100
(Registrants telephone number, including area code)

No Change
(Former name, former address and former fiscal year, if changed from last report.)

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 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 [  ]

Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12-b-2 of the Exchange Act).
Yes [x]    No [  ]

As of April 30, 2003, the Registrant had 12,741,742 shares of Common Stock,
$0.015 Par Value, outstanding.



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TABLE OF CONTENTS



|                                                 |                                                                                                                           |                                                        |  |  |  |  |  | 
|------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------ |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION                   
|                                                 | ITEM 1. FINANCIAL STATEMENTS                                                                                             
|                                                 |                                                                                                                           | CONSOLIDATED BALANCE SHEETS                           
|                                                 |                                                                                                                           | CONSOLIDATED STATEMENTS OF OPERATIONS                 
|                                                 |                                                                                                                           | CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
|                                                 |                                                                                                                           | CONSOLIDATED STATEMENTS OF CASH FLOWS                 
|                                                 |                                                                                                                           | NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS  
|                                                 | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                            
|                                                 | ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                                       
|                                                 | ITEM 4. CONTROLS AND PROCEDURES                                                                                          
|                                                 | CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
|PART II. OTHER INFORMATION                      
|                                                 | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                                                 
|SIGNATURES                                      
|CERTIFICATION                                   
|EXHIBIT INDEX                                   
|EX-99.1 Certification of Chief Executive Officer
|EX-99.2 Certification of Chief Financial Officer



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PRIMA ENERGY CORPORATION

INDEX

|                               |                                                                                                                           |                                                                  |  |      |   | 
|------------------------------ | ------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------- |  | ---- | - | 
|                               |                                                                                                                           |                                                                  |  | Page
|                               |                                                                                                                           |                                                                  |  |     
|Part l  Financial Information |                                                                                                                           |                                                                  |  |     
|                               | Item 1. Financial Statements                                                                                              |                                                                  |  |      |  
|                               |                                                                                                                           | Unaudited Consolidated Balance Sheets                            |  |      | 3 | 
|                               |                                                                                                                           | Unaudited Consolidated Statements of Operations                  |  |      | 5 | 
|                               |                                                                                                                           | Unaudited Consolidated Statements of Comprehensive Income (Loss) |  |      | 6 | 
|                               |                                                                                                                           | Unaudited Consolidated Statements of Cash Flows                  |  |      | 7 | 
|                               |                                                                                                                           | Notes to Unaudited Consolidated Financial Statements             |  |      | 8 | 
|                               | Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations                             |                                                                  |  | 12   |  
|                               | Item 3. Quantitative and Qualitative Disclosures About Market
Risk                                                        |                                                                  |  | 18   |  
|                               | Item 4. Controls and Procedures                                                                                           |                                                                  |  | 19   |  
|                               | Cautionary Statement for Purposes of the Safe Harbor Provisions of the
Private Securities Litigation Reform Act of 1995 |                                                                  |  | 19   |  
|Part II  Other Information    |                                                                                                                           |                                                                  |  |     
|                               | Item 6. Exhibits and Reports on Form 8-K                                                                                  |                                                                  |  | 20   |  
|                               | Signatures                                                                                                                |                                                                  |  | 22   |  
|                               | Certifications                                                                                                            |                                                                  |  | 23   |  

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PART I. FINANCIAL INFORMATION




ITEM 1. FINANCIAL STATEMENTS




PRIMA ENERGY CORPORATION
CONSOLIDATED BALANCE SHEETS

ASSETS

|                                                                                            |                              |   |             |            |              |   |             |            | 
|------------------------------------------------------------------------------------------- | ---------------------------- | - | ----------- | ---------- | ------------ | - | ----------- | ---------- | 
|                                                                                            |                              |   | March 31,   |            | December 31,
|                                                                                            |                              |   | 2003        |            | 2002        
|                                                                                            |                              |   |             |            |             
|                                                                                            |                              |   | (Unaudited) |            |              |   |            
|CURRENT ASSETS                                                                              |                              |   |             |            |              |   |             |           
|Cash and cash equivalents                                                                   |                              | $ | 38,022,000  |            |              | $ | 36,263,000  |           
|Available for sale securities, at market                                                    |                              |   | 1,827,000   |            |              |   | 1,744,000   |           
|Receivables (net of allowance for doubtful
accounts: 3/31/03, $304,000; 12/31/02,
$304,000) |                              |   | 9,472,000   |            |              |   | 7,492,000   |           
|Derivatives, at fair value                                                                  |                              |   | 965,000     |            |              |   |            |           
|Tubular goods inventory                                                                     |                              |   | 943,000     |            |              |   | 940,000     |           
|Other                                                                                       |                              |   | 678,000     |            |              |   | 818,000     |           
|                                                                                            |                              |   |             |            |              |   |             |           
|                                                                                            | Total current assets         |   |             | 51,907,000 |              |   |             | 47,257,000 | 
|                                                                                            |                              |   |             |            |              |   |             |           
|OIL AND GAS PROPERTIES, at cost, accounted
for using the full cost method                   |                              |   | 155,143,000 |            |              |   | 151,518,000 |           
|Less accumulated depreciation, depletion
and amortization                                   |                              |   | (64,773,000 | )          |              |   | (62,980,000 | )         
|                                                                                            |                              |   |             |            |              |   |             |           
|                                                                                            | Oil and gas properties  net |   |             | 90,370,000 |              |   |             | 88,538,000 | 
|                                                                                            |                              |   |             |            |              |   |             |           
|PROPERTY AND EQUIPMENT, at cost                                                             |                              |   |             |            |              |   |             |           
|Oilfield service equipment                                                                  |                              |   | 9,428,000   |            |              |   | 9,457,000   |           
|Furniture and equipment                                                                     |                              |   | 723,000     |            |              |   | 712,000     |           
|Field office, shop and land                                                                 |                              |   | 478,000     |            |              |   | 478,000     |           
|                                                                                            |                              |   |             |            |              |   |             |           
|                                                                                            |                              |   | 10,629,000  |            |              |   | 10,647,000  |           
|Less accumulated depreciation                                                               |                              |   | (5,908,000  | )          |              |   | (5,808,000  | )         
|                                                                                            |                              |   |             |            |              |   |             |           
|                                                                                            | Property and equipment  net |   |             | 4,721,000  |              |   |             | 4,839,000  | 
|                                                                                            |                              |   |             |            |              |   |             |           
|OTHER ASSETS                                                                                |                              |   | 1,295,000   |            |              |   | 1,293,000   |           
|                                                                                            |                              |   |             |            |              |   |             |           
|                                                                                            |                              | $ | 148,293,000 |            |              | $ | 141,927,000 |           
|                                                                                            |                              |   |             |            |              |   |             |           

See accompanying notes to unaudited consolidated financial statements.

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PRIMA ENERGY CORPORATION
CONSOLIDATED BALANCE SHEETS (contd.)

LIABILITIES AND STOCKHOLDERS EQUITY

|                                                                                                      |                            |                           |             |             |           |              |             |             |            | 
|----------------------------------------------------------------------------------------------------- | -------------------------- | ------------------------- | ----------- | ----------- | --------- | ------------ | ----------- | ----------- | ---------- | 
|                                                                                                      |                            |                           |             | March 31,   |           | December 31,
|                                                                                                      |                            |                           |             | 2003        |           | 2002        
|                                                                                                      |                            |                           |             |             |           |             
|                                                                                                      |                            |                           |             | (Unaudited) |           |              |             |            
|CURRENT LIABILITIES                                                                                   |                            |                           |             |             |           |              |             |            
|Accounts payable                                                                                      |                            | $                         | 1,386,000   |             |           | $            | 3,129,000   |            
|Amounts payable to oil and gas property owners                                                        |                            |                           | 2,123,000   |             |           |              | 3,192,000   |            
|Ad valorem and production taxes payable                                                               |                            |                           | 3,944,000   |             |           |              | 3,864,000   |            
|Accrued and other liabilities                                                                         |                            |                           | 901,000     |             |           |              | 893,000     |            
|Derivatives, at fair value                                                                            |                            |                           |            |             |           |              | 225,000     |            
|Deferred tax liability                                                                                |                            |                           | 560,000     |             |           |              |            |            
|                                                                                                      |                            |                           |             |             |           |              |             |            
|                                                                                                      |                            | Total current liabilities |             |             | 8,914,000 |              |             |             | 11,303,000 | 
|AD VALOREM TAXES, non-current                                                                         |                            |                           | 3,149,000   |             |           |              | 2,077,000   |            
|ASSET RETIREMENT OBLIGATIONS                                                                          |                            |                           | 1,664,000   |             |           |              |            |            
|DEFERRED TAX LIABILITY                                                                                |                            |                           | 22,455,000  |             |           |              | 21,281,000  |            
|                                                                                                      |                            |                           |             |             |           |              |             |            
|                                                                                                      | Total liabilities          |                           |             | 36,182,000  |           |              |             | 34,661,000  |           
|STOCKHOLDERS EQUITY                                                                                  |                            |                           |             |             |           |              |             |            
|Preferred stock, $0.001 par value, 2,000,000 shares
authorized; no shares issued                      |                            |                           |            |             |           |              |            |            
|Common stock, $0.015 par value, 35,000,000 shares
authorized; 13,065,848 and 13,064,048 shares
issued |                            |                           | 196,000     |             |           |              | 196,000     |            
|Additional paid-in capital                                                                            |                            |                           | 5,275,000   |             |           |              | 5,250,000   |            
|Retained earnings                                                                                     |                            |                           | 112,852,000 |             |           |              | 107,470,000 |            
|Accumulated other comprehensive income (loss)                                                         |                            |                           | 181,000     |             |           |              | (115,000    | )          
|Treasury stock, 282,306 and 236,538 shares at cost                                                    |                            |                           | (6,393,000  | )           |           |              | (5,535,000  | )          
|                                                                                                      |                            |                           |             |             |           |              |             |            
|                                                                                                      | Total stockholders equity |                           |             | 112,111,000 |           |              |             | 107,266,000 |           
|                                                                                                      |                            |                           |             |             |           |              |             |            
|                                                                                                      |                            | $                         | 148,293,000 |             |           | $            | 141,927,000 |            
|                                                                                                      |                            |                           |             |             |           |              |             |            

See accompanying notes to unaudited consolidated financial statements.

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PRIMA ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

|                                                                                               |                                        |   |                    |           |      |   |            |           | 
|---------------------------------------------------------------------------------------------- | -------------------------------------- | - | ------------------ | --------- | ---- | - | ---------- | --------- | 
|                                                                                               |                                        |   | Three Months Ended
|                                                                                               |                                        |   | March 31,         
|                                                                                               |                                        |   |                   
|                                                                                               |                                        |   | 2003               |           | 2002
|                                                                                               |                                        |   |                    |           |     
|REVENUES                                                                                       |                                        |   |                    |           |      |   |            |          
|Oil and gas sales                                                                              |                                        | $ | 12,212,000         |           |      | $ | 5,884,000  |          
|Gains (losses) on derivatives instruments, net                                                 |                                        |   | 1,354,000          |           |      |   | (2,708,000 | )        
|Oilfield services                                                                              |                                        |   | 1,939,000          |           |      |   | 2,085,000  |          
|Interest, dividend and other income                                                            |                                        |   | 105,000            |           |      |   | 146,000    |          
|                                                                                               |                                        |   |                    |           |      |   |            |          
|                                                                                               |                                        |   | 15,610,000         |           |      |   | 5,407,000  |          
|                                                                                               |                                        |   |                    |           |      |   |            |          
|EXPENSES                                                                                       |                                        |   |                    |           |      |   |            |          
|Depreciation, depletion and amortization:                                                      |                                        |   |                    |           |      |   |            |          
|                                                                                               | Depletion of oil and gas properties    |   |                    | 3,135,000 |      |   |            | 2,379,000 | 
|                                                                                               | Depreciation of property and equipment |   |                    | 284,000   |      |   |            | 302,000   | 
|Lease operating expense                                                                        |                                        |   | 941,000            |           |      |   | 797,000    |          
|Ad valorem and production taxes                                                                |                                        |   | 1,234,000          |           |      |   | 456,000    |          
|Cost of oilfield services                                                                      |                                        |   | 1,739,000          |           |      |   | 1,763,000  |          
|General and administrative                                                                     |                                        |   | 848,000            |           |      |   | 772,000    |          
|                                                                                               |                                        |   |                    |           |      |   |            |          
|                                                                                               |                                        |   | 8,181,000          |           |      |   | 6,469,000  |          
|                                                                                               |                                        |   |                    |           |      |   |            |          
|Income (Loss) Before Income Taxes and Cumulative Effect
of Change in Accounting Principle      |                                        |   | 7,429,000          |           |      |   | (1,062,000 | )        
|Provision for (Benefit from) Income Taxes                                                      |                                        |   | 2,450,000          |           |      |   | (340,000   | )        
|                                                                                               |                                        |   |                    |           |      |   |            |          
|Net Income (Loss) Before Cumulative Effect of Change
in Accounting Principle                   |                                        |   | 4,979,000          |           |      |   | (722,000   | )        
|Cumulative Effect of Change in Accounting Principle                                            |                                        |   | 403,000            |           |      |   |           |          
|                                                                                               |                                        |   |                    |           |      |   |            |          
|NET INCOME (LOSS)                                                                              |                                        | $ | 5,382,000          |           |      | $ | (722,000   | )        
|                                                                                               |                                        |   |                    |           |      |   |            |          
|Basic Net Income (Loss) per Share Before Cumulative
Effect of Change in Accounting Principle   |                                        | $ | 0.39               |           |      | $ | (0.06      | )        
|Cumulative Effect of Change in Accounting Principle                                            |                                        |   | 0.03               |           |      |   |           |          
|                                                                                               |                                        |   |                    |           |      |   |            |          
|BASIC NET INCOME (LOSS) PER SHARE                                                              |                                        | $ | 0.42               |           |      | $ | (0.06      | )        
|                                                                                               |                                        |   |                    |           |      |   |            |          
|Diluted Net Income (Loss) per Share Before Cumulative
Effect of Change in Accounting Principle |                                        | $ | 0.38               |           |      | $ | (0.06      | )        
|Cumulative Effect of Change in Accounting Principle                                            |                                        |   | 0.03               |           |      |   |           |          
|                                                                                               |                                        |   |                    |           |      |   |            |          
|DILUTED NET INCOME (LOSS) PER SHARE                                                            |                                        | $ | 0.41               |           |      | $ | (0.06      | )        
|                                                                                               |                                        |   |                    |           |      |   |            |          
|Weighted Average Common Shares Outstanding                                                     |                                        |   | 12,820,817         |           |      |   | 12,731,895 |          
|                                                                                               |                                        |   |                    |           |      |   |            |          
|Weighted Average Common Shares Outstanding
Assuming Dilution                                   |                                        |   | 13,167,300         |           |      |   | 12,731,895 |          
|                                                                                               |                                        |   |                    |           |      |   |            |          

See accompanying notes to unaudited consolidated financial statements.

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PRIMA ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)

|                                                                                             |  |                    |           |      |  |   |            |  
|-------------------------------------------------------------------------------------------- |  | ------------------ | --------- | ---- |  | - | ---------- | -
|                                                                                             |  | Three Months Ended
|                                                                                             |  | March 31,         
|                                                                                             |  |                   
|                                                                                             |  | 2003               |           | 2002
|                                                                                             |  |                    |           |     
|Net income (loss)                                                                            |  | $                  | 5,382,000 |      |  | $ | (722,000   | )
|Other comprehensive income (loss):                                                           |  |                    |           |      |  |   |            |  
|Change in fair value of hedges                                                               |  |                    | (195,000  | )    |  |   | (764,000   | )
|Reclassification adjustment for realized losses on hedges
included in net income             |  |                    | 638,000   |      |  |   |           |  
|Deferred income tax expense related to change in fair value
of hedges                        |  |                    | (164,000  | )    |  |   | 283,000    |  
|Change in fair value of available-for-sale securities                                        |  |                    | 27,000    |      |  |   | (81,000    | )
|Reclassification adjustment for realized losses
included in net income                       |  |                    |          |      |  |   | 1,000      |  
|Deferred income tax expense related to change in fair value
of available-for-sale securities |  |                    | (10,000   | )    |  |   | 30,000     |  
|                                                                                             |  |                    |           |      |  |   |            |  
|                                                                                             |  |                    | 296,000   |      |  |   | (531,000   | )
|                                                                                             |  |                    |           |      |  |   |            |  
|COMPREHENSIVE INCOME (LOSS)                                                                  |  | $                  | 5,678,000 |      |  | $ | (1,253,000 | )
|                                                                                             |  |                    |           |      |  |   |            |  

See accompanying notes to unaudited consolidated financial statements.

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PRIMA ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

|                                                                                         |                                                      |                                         |                                                     |           |                    |            |            |           |          |            |  
|---------------------------------------------------------------------------------------- | ---------------------------------------------------- | --------------------------------------- | --------------------------------------------------- | --------- | ------------------ | ---------- | ---------- | --------- | -------- | ---------- | -
|                                                                                         |                                                      |                                         |                                                     |           | Three Months Ended
|                                                                                         |                                                      |                                         |                                                     |           | March 31,         
|                                                                                         |                                                      |                                         |                                                     |           |                   
|                                                                                         |                                                      |                                         |                                                     |           | 2003               |            | 2002 (1)  
|                                                                                         |                                                      |                                         |                                                     |           |                    |            |           
|OPERATING ACTIVITIES                                                                     |                                                      |                                         |                                                     |           |                    |            |            |          
|Net income (loss)                                                                        |                                                      | $                                       | 5,382,000                                           |           |                    | $          | (722,000   | )        
|Adjustments to reconcile net income (loss) to net cash
provided by operating activities: |                                                      |                                         |                                                     |           |                    |            |            |          
|                                                                                         | Depreciation, depletion and amortization             |                                         |                                                     | 3,419,000 |                    |            |            | 2,681,000 |         
|                                                                                         | Cumulative effect of change in accounting
principle  |                                         |                                                     | (403,000  | )                  |            |            |          |         
|                                                                                         | Deferred income taxes                                |                                         |                                                     | 1,539,000 |                    |            |            | (440,000  | )       
|                                                                                         | Unrealized (gains) losses on derivatives
instruments |                                         |                                                     | (910,000  | )                  |            |            | 5,158,000 |         
|                                                                                         | Other                                                |                                         |                                                     | 169,000   |                    |            |            | 241,000   |         
|                                                                                         | Changes in operating assets and liabilities:         |                                         |                                                     |           |                    |            |            |           |         
|                                                                                         |                                                      | Receivables                             |                                                     |           | (1,982,000         | )          |            |           | 824,000  |           
|                                                                                         |                                                      | Inventory                               |                                                     |           | (3,000             | )          |            |           | (92,000  | )         
|                                                                                         |                                                      | Other current assets                    |                                                     |           | (56,000            | )          |            |           | 50,000   |           
|                                                                                         |                                                      | Accounts payable and payables to owners |                                                     |           | (2,812,000         | )          |            |           | (899,000 | )         
|                                                                                         |                                                      | Production taxes payable                |                                                     |           | 1,152,000          |            |            |           | 335,000  |           
|                                                                                         |                                                      | Accrued and other liabilities           |                                                     |           | 8,000              |            |            |           | (823,000 | )         
|                                                                                         |                                                      |                                         |                                                     |           |                    |            |            |          
|                                                                                         |                                                      |                                         | Net cash provided by operating activities           |           |                    | 5,503,000  |            |           |          | 6,313,000  |  
|                                                                                         |                                                      |                                         |                                                     |           |                    |            |            |          
|INVESTING ACTIVITIES                                                                     |                                                      |                                         |                                                     |           |                    |            |            |          
|Additions to oil and gas properties                                                      |                                                      |                                         | (3,952,000                                          | )         |                    |            | (2,515,000 | )        
|Proceeds from sales of oil & gas properties                                              |                                                      |                                         | 1,293,000                                           |           |                    |            | 13,553,000 |          
|Purchases of other property                                                              |                                                      |                                         | (252,000                                            | )         |                    |            | (145,000   | )        
|Proceeds from sales of other property                                                    |                                                      |                                         | 65,000                                              |           |                    |            | 95,000     |          
|Purchases of available for sale securities                                               |                                                      |                                         | (57,000                                             | )         |                    |            | (65,000    | )        
|                                                                                         |                                                      |                                         |                                                     |           |                    |            |            |          
|                                                                                         |                                                      |                                         | Net cash provided by (used in) investing
activities |           |                    | (2,903,000 | )          |           |          | 10,923,000 |  
|                                                                                         |                                                      |                                         |                                                     |           |                    |            |            |          
|FINANCING ACTIVITIES                                                                     |                                                      |                                         |                                                     |           |                    |            |            |          
|Treasury stock purchased                                                                 |                                                      |                                         | (858,000                                            | )         |                    |            | (120,000   | )        
|Proceeds from common stock issued                                                        |                                                      |                                         | 17,000                                              |           |                    |            | 39,000     |          
|                                                                                         |                                                      |                                         |                                                     |           |                    |            |            |          
|                                                                                         |                                                      |                                         | Net cash used in financing activities               |           |                    | (841,000   | )          |           |          | (81,000    | )
|                                                                                         |                                                      |                                         |                                                     |           |                    |            |            |          
|INCREASE IN CASH AND CASH EQUIVALENTS                                                    |                                                      |                                         | 1,759,000                                           |           |                    |            | 17,155,000 |          
|CASH AND CASH EQUIVALENTS, beginning of period                                           |                                                      |                                         | 36,263,000                                          |           |                    |            | 23,337,000 |          
|                                                                                         |                                                      |                                         |                                                     |           |                    |            |            |          
|CASH AND CASH EQUIVALENTS, end of period                                                 |                                                      | $                                       | 38,022,000                                          |           |                    | $          | 40,492,000 |          
|                                                                                         |                                                      |                                         |                                                     |           |                    |            |            |          

(1)  Amounts have been reclassified to reflect cash held in a like-kind
exchange escrow account as cash and cash equivalents based upon the subsequent
closure of the escrow account when a like-kind exchange transaction was not
consummated. The adjustment increased by $11,746,000 the amount of cash
provided by investing activities and increased the amount of cash and cash
equivalents held at the end of March 2002.

See accompanying notes to unaudited consolidated financial statements.

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PRIMA ENERGY CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. GENERAL

Prima Energy Corporation is an independent oil and gas company primarily
engaged in the exploration for, and the acquisition, development and production
of, crude oil and natural gas. Through wholly owned subsidiaries, we also
conduct operations in oil and gas property management, oilfield services and
natural gas gathering, marketing and trading. These activities have been
conducted predominantly in the Rocky Mountain region of the United States.

Our consolidated financial statements include the accounts of Prima Energy
Corporation and its subsidiaries, which are collectively referred to in this
report as Prima or the Company. All significant intercompany transactions have been
eliminated.

Financial information presented herein as of March 31, 2003 and for the
three-month periods ended March 31, 2003 and 2002 is unaudited but reflects all
adjustments that we believe are necessary to fairly present Primas financial
position, results of operations and cash flows for the periods shown. Such
adjustments consist only of normal recurring accruals. Certain prior-year
amounts have also been reclassified to conform to classifications reflected as
of March 31, 2003. Results for interim periods are not necessarily indicative
of results to be expected for our full fiscal year ending December 31, 2003.

The consolidated financial statements presented in this Form 10-Q should
be read in conjunction with the Notes to Consolidated Financial Statements that
were included in Primas Annual Report on Form 10-K filed for the year ended
December 31, 2002.

2. ASSET RETIREMENT OBLIGATIONS

Effective January 1, 2003, we adopted Statement of Financial Accounting
Standards No. 143, Accounting for Asset Retirement Obligations. SFAS No. 143
provides that, if the fair value for an asset retirement obligation can be
reasonably estimated, the liability should be recognized in the period in which
it is incurred. Oil and gas producing companies typically incur such
liabilities upon drilling or acquiring wells. Under the method prescribed by
SFAS No. 143, an asset retirement obligation is recorded as a liability at its
estimated present value at the assets inception, with an offsetting charge to
property cost. The corresponding property cost, less the estimated undiscounted
salvage value, is then included in the calculation of depletion cost for oil
and gas properties. Periodic accretion of discount of the estimated liability
is also recorded in the income statement. Prior to adoption of SFAS No. 143, we
accrued for any estimated asset retirement obligation, net of estimated salvage
value, as part of our calculation of depletion, depreciation and amortization.
Under this method, the estimated net cost of the obligation would be
recognized over the life of the property on a unit-of-production basis, with
the estimated obligation netted in property cost as part of the accumulated
depreciation, depletion and amortization balance. Based on our experience that
salvage values have generally equaled or exceeded abandonment costs for the
types of properties that Prima has owned to date, such net costs have been
negligible.

Our asset retirement obligation primarily represents the estimated present
value of the amount we will incur to plug, abandon and remediate our producing
properties at the end of their productive lives, in accordance with applicable
laws and regulations. We have determined our asset retirement obligation by
calculating the present value of estimated future cash flows related to the
liability. Our adoption of SFAS No. 143 as of January 1, 2003 resulted in the
recognition of an increase in the carrying value of our oil and gas

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properties
of $2,252,000, an increase in our deferred tax liability of $217,000, an
increase in other non-current liabilities of $1,632,000, and a net-of-tax
adjustment increasing net income by $403,000, which was recorded as the
cumulative effect of a change in accounting principle. The estimated pro forma
effect of January 1, 2002 adoption of SFAS No. 143 on net income and earnings
per share for interim and annual periods in 2002 is not material. The liability
for asset retirement obligations of $1,632,000 recorded as of January 1, 2003
was increased by $32,000 for accretion of discount during the quarter to arrive
at the recorded liability of $1,664,000 at the end of March 2003.

3. DERIVATIVES TRANSACTIONS

From time to time, we have used crude oil and natural gas futures, options
and swaps, to mitigate risks associated with fluctuating oil and natural gas
prices and basis differentials. While the use of such derivatives can reduce
the adverse effects of oil and gas price declines or increases in basis
differentials, they also generally limit the benefits of price increases.

All derivative financial instruments are recorded on the balance sheet at
fair value. Fair value is generally determined based on the difference between
the fixed contract price and the underlying market price at the determination
date, and/or the value confirmed by the counterparty. Changes in the fair value
of effective cash flow hedges are recorded as a component of accumulated other
comprehensive income (loss), which is later included in oil and gas sales when
the hedged transaction occurs. Changes in the fair value of derivatives that
are not designated as hedges, as well as any ineffective portion of hedge
derivatives, are recorded in gains (losses) on derivative instruments, net in
the income statement.

Giving consideration to our current sources of oil and gas production, we
have determined that, swaps, collars, puts or floors that are based on NYMEX
oil prices or CIG gas prices qualify as effective cash flow hedges. Derivatives
based on NYMEX gas prices will not qualify unless we have entered into
corresponding transactions to hedge basis differentials between NYMEX and CIG
indices. In addition, stand-alone basis-differential swaps and sales of call
options do not qualify for hedge accounting.

The gains and losses on derivatives instruments recognized in the first
three months of 2003 and 2002 were primarily related to NYMEX gas swaps for
which we did not elect to enter into corresponding swaps for Rocky Mountain
basis differentials. In the first quarter of 2003, $638,000 of losses on
derivative transactions that qualified for hedge accounting were included in
oil and gas sales. No hedging gains or losses were included in oil and gas
sales in 2002.

As of March 31, 2003, Prima had recorded a current asset of $965,000,
representing the aggregate unrealized mark-to-market gains for its open
derivative positions at that date. These positions are summarized below:

|                                |                         |       |        |         |               |         |          |       |            |       |  |  |   |         |         |  | 
|------------------------------- | ----------------------- | ----- | ------ | ------- | ------------- | ------- | -------- | ----- | ---------- | ----- |  |  | - | ------- | ------- |  | 
|                                |                         |       | Market |         | Total Volumes |         | Contract |       | Unrealized
|Time Period                     |                         | Index |        | (MMBtu) |               | Price   |          | Gains
|                                |                         |       |        |         |               |         |          |      
|Natural Gas Futures             |                         |       |        |         |               |         |          |       |            |       |  |  |   |         |         | 
|                                | May  June 2003         |       | NYMEX  |         |               | 400,000 |          |       | $          | 6.07  |  |  | $ | 396,000 |        
|                                | July  September 2003   |       | NYMEX  |         |               | 600,000 |          |       |            | 5.71  |  |  |   | 356,000 |        
|                                | October 2003            |       | NYMEX  |         |               | 200,000 |          |       |            | 5.61  |  |  |   | 106,000 |        
|Crude Oil Futures               |                         |       |        |         |               |         |          |       |            |       |  |  |   |         |         | 
|                                | July  September 2003   |       | NYMEX  |         |               | 15,000  |          |       |            | 31.71 |  |  |   | 60,000  |        
|                                | October  December 2003 |       | NYMEX  |         |               | 15,000  |          |       |            | 29.79 |  |  |   | 47,000  |        
|                                |                         |       |        |         |               |         |          |       |            |       |  |  |   |         |         | 
|Total Fair Value of Derivatives |                         |       |        |         |               |         |          |       |            |       |  |  |   | $       | 965,000 | 
|                                |                         |       |        |         |               |         |          |       |            |       |  |  |   |         |         | 

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4. EARNINGS PER SHARE

Basic net income per share is computed by dividing net income by the
weighted average number of common shares outstanding during the period. Diluted
net income per share reflects the potential dilution that could occur upon
exercise of options to acquire common stock, computed using the treasury stock
method. The treasury stock method assumes that the number of additional shares
that could be issued is reduced by the number of shares that could have been
repurchased with proceeds that Prima would receive upon exercise of the
options. The amount of shares that could have been repurchased was determined
using the average market price of our common stock during the reporting period.

The following table reconciles the net earnings and common shares
outstanding used in the calculations of basic and diluted net income per share
for the quarter ended March 31, 2003. The diluted loss per share calculations
for the quarter ended March 31, 2002 produce results that are anti-dilutive.
The dilutive calculation for 2002 increased the common shares outstanding by
442,789 shares. Therefore, the diluted loss per share amounts for 2002 reported
in the accompanying consolidated statements of income are the same as the basic
loss per share amounts.

|                              |                              |  |             |           |               |  |           |            |  |  |   |      | 
|----------------------------- | ---------------------------- |  | ----------- | --------- | ------------- |  | --------- | ---------- |  |  | - | ---- | 
|                              |                              |  | Income      |           | Shares        |  | Per Share
|                              |                              |  | (Numerator) |           | (Denominator) |  | Amount   
|                              |                              |  |             |           |               |  |          
|Quarter Ended March 31, 2003: |                              |  |             |           |               |  |           |            |  |  |   |     
|                              | Basic Net Income per
Share   |  | $           | 5,382,000 |               |  |           | 12,820,817 |  |  | $ | 0.42 | 
|                              |                              |  |             |           |               |  |           |            |  |  |   |     
|                              | Effect of Stock Options      |  |             |          |               |  |           | 346,483    |  |  |   |      | 
|                              |                              |  |             |           |               |  |           |            |  |  |   |     
|                              | Diluted Net Income per
Share |  | $           | 5,382,000 |               |  |           | 13,167,300 |  |  | $ | 0.41 | 
|                              |                              |  |             |           |               |  |           |            |  |  |   |      | 

5. STOCK-BASED COMPENSATION

Prima has stock-based compensation plans for its employees and its
non-employee directors. The Company accounts for stock-based compensation
using the intrinsic value recognition and measurement principles prescribed in
Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees and related interpretations. No stock-based compensation expense
for employees or non-employee directors is reflected in net income, as all
options granted under those plans had an exercise price equal to the market
value of the underlying common stock on the date of grant.

For disclosure purposes, the fair value of options is measured at the date
of grant using the Black-Scholes option valuation model, which was developed
for use in estimating the fair value of traded options that have no vesting
restrictions and are fully transferable. Such option valuation models require
the input of highly subjective assumptions. Because options issued under
Primas stock-based compensation plans have characteristics significantly
different from those of traded options, and because changes in the subjective
input assumptions can materially affect the estimated fair value, these
valuation models do not necessarily provide a reliable measure of the fair
value of such stock options.

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For purposes of pro forma disclosures, the estimated fair values of option
grants are amortized to expense over the options vesting periods. The
following table illustrates the effect on net income and earnings per share if
the Company had applied the fair value recognition provisions of Statement of
Financial Accounting Standards No. 123, Accounting for Stock-Based
Compensation.

|                             |             |  |                    |           |      |  |   |          |  
|---------------------------- | ----------- |  | ------------------ | --------- | ---- |  | - | -------- | -
|                             |             |  | Three Months Ended
|                             |             |  | March 31,         
|                             |             |  |                   
|                             |             |  | 2003               |           | 2002
|                             |             |  |                    |           |     
|Net Income (Loss)            |             |  |                    |           |      |  |   |         
|                             | As reported |  | $                  | 5,382,000 |      |  | $ | (722,000 | )
|                             | Pro forma   |  | $                  | 5,128,000 |      |  | $ | (944,000 | )
|Basic Net Income Per Share   |             |  |                    |           |      |  |   |         
|                             | As reported |  | $                  | 0.42      |      |  | $ | (0.06    | )
|                             | Pro forma   |  | $                  | 0.40      |      |  | $ | (0.07    | )
|Diluted Net Income Per Share |             |  |                    |           |      |  |   |         
|                             | As reported |  | $                  | 0.41      |      |  | $ | (0.06    | )
|                             | Pro forma   |  | $                  | 0.39      |      |  | $ | (0.07    | )

6. RECENT ACCOUNTING PRONOUNCEMENTS

In June 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based
Compensation Transition and Disclosure  an amendment of FASB Statement No.
123,effective for the fiscal years beginning after December 31, 2002. SFAS No.
148 amends FASB Statement No. 123, Accounting for Stock-Based Compensation, to
provide alternative methods of transition for a voluntary change to the fair
value based method of accounting for stock-based employee compensation. In
addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to
require prominent disclosures in both annual and interim financial statements
about the method of accounting for stock-based employee compensation and the
effect of the method used on reported results. We continue to follow the
intrinsic value method prescribed by APB 25 in accounting for stock options,
recognizing no compensation expense for options granted at or above market
price. We adopted the provisions of SFAS No. 148 effective for the fiscal year
ended December 31, 2002 and have complied with the amended disclosure
requirements.

In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133 on
Derivative Instruments and Hedging Activitiesto amend and clarify financial
accounting and reporting for derivative instruments, including certain
derivative instruments embedded in other contracts and for hedging activities.
The changes in this statement require that contracts with comparable
characteristics be accounted for similarly to achieve more consistent reporting
of contracts as either derivative or hybrid instruments. SFAS No. 149 is
effective for contracts entered into or modified after June 30, 2003 and will
be applied prospectively. We do not anticipate any significant impact on our
financial position or results of operations upon adoption.

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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion is intended to assist in understanding Primas
financial position at March 31, 2003, its results of operations for the
three-month periods ended March 31, 2003 and March 31, 2002, and our assessment
of Primas liquidity and capital resources.

Liquidity and Capital Resources

Historically, Primas principal sources of liquidity have been the
internal generation of cash flow from operations, proceeds from occasional
asset sales, and existing net working capital. Additional potential sources of
capital include borrowings and issuances of common stock or other securities.
Our revenues and cash flows are substantially derived from oil and gas sales,
which are dependent upon oil and gas production volumes and sales prices.

Cash flow from operations before changes in operating assets and
liabilities totaled $9,196,000 in the first quarter of 2003, compared to
$6,918,000 in the first quarter of 2002. (This is a non-GAAP financial measure
derived from net cash provided by operating activities; see Reconciliation of
Non-GAAP Financial Measure in table below.) We also received cash proceeds
totaling $1,293,000 from the sale of certain oil and gas properties, while our
investments in oil and gas properties during the quarter aggregated $3,952,000.
Primas net working capital increased from $35,954,000 at the end of 2002 to
$42,993,000 at March 31, 2003. Net working capital at the end of the first
quarter of 2003 included cash equivalents and short-term investments totaling
$39,849,000, compared to $38,007,000 at the end of 2002, and we were free of
long-term debt at both dates. Our contractual obligations for operating leases
for office rent and compressor rentals at March 31, 2003 were as follows:
within one year, $346,000; from one to three years, $951,000; and after three
years, $211,000.

Our investments during the first quarter of 2003 included $251,000 for
acquisitions of undeveloped acreage and $3,701,000 for well costs and other
development activities, primarily relating to exploitation and development
activities in the Denver Basin, in the Cave Gulch Field in the Wind River
Basin, and on CBM properties in the Powder River Basin. Denver Basin operations
included re-fracturing 8 gross (7.4 net) wells, completing two gross (1.9 net)
wells that were drilled in 2002, and commencing drilling operations on three
gross (3.0 net) wells that were completed in April. In the Cave Gulch Field,
Prima participated in drilling two gross (0.3 net) wells and recompleting one
gross (0.2 net) well during the first quarter of 2003. Production operations
have been, or are expected to be, established or resumed on all of these wells.
Powder River Basin activities were largely confined to permitting and
infrastructure investments made to facilitate future drilling and development
operations. Of the asset sales proceeds realized during the period, $1,200,000
related to the sale of 1,120 gross and net acres in our Kingsbury project area
in the Powder River Basin, which included eight shallow-coal CBM wells that
were producing an aggregate of approximately 150 Mcf per day net to Prima when
sold.

During the recent quarter, Prima also utilized $252,000 for other property
and equipment and $858,000 for the purchase of approximately 46,000 shares of
treasury stock at an average cost of $18.75 per share. Subsequent to
quarter-end through May 7th, we acquired approximately 59,000 additional shares
of treasury stock at an average cost of $18.90 per share. Approximately
297,000 additional shares of Primas common stock may be repurchased under an
existing authorization from our Board of Directors.

As previously reported, Prima anticipates investing between $25 million
and $30 million on property and equipment during 2003, excluding acquisitions
which are unbudgeted. Currently projected drilling activities for the full year
include 60 to 90 CBM wells in the Powder River Basin, 15 to 25 wells

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in the Denver Basin, and participation in up to ten wells in the Cave
Gulch area. The CBM wells planned for 2003 include extension of the
Porcupine-Tuit field, which produces from Wyodak coals, and activities to
evaluate and develop deeper, unproved coals within our Kingsbury, Wild Turkey
and Cedar Draw project areas. Current plans also include re-stimulating
approximately 30 producing wells in the Denver Basin.

Powder River Basin CBM activities planned for 2003 have been weighted
toward the second half of the year. One factor influencing that timing has been
a pending record of decision (ROD) to be issued by the Bureau of Land
Management (BLM), to finalize an environmental impact statement (EIS) for the
area. The ROD was issued on April 30, 2003 and is expected, ultimately, to
significantly improve access to federal lands in the Powder River Basin for CBM
development. However, as anticipated, various challenges to the ROD have
already been filed in federal courts and there may be delays in its
implementation pending resolution of these challenges. While some of Primas
planned activities for 2003 may be affected by the status of the BLMs
implementation of the EIS, drilling activity conducted during the year will
also be dependent on other factors. These include the timing and conditions of
approvals required for certain water management plans, completion of agreements
with various surface owners, conclusion of negotiations with certain working
interest owners regarding potential acreage swaps, and Forest Service approvals
required for planned drilling at Porcupine-Tuit. We are also in the process of
negotiating an agreement for installation of gas gathering and compression
facilities that will, if completed, enable hook-up of up to 90 previously
drilled CBM wells in addition to planned future wells in several of Primas CBM
project areas in the general vicinity of the Kingsbury project.

We are currently projecting that our total oil and gas production in 2003
will be toward the higher end of our previously indicated target range of
12,500,000 Mcfe to 13,000,000 Mcfe. We plan to reassess this target range after
the close of the second quarter and will likely raise it if the Porcupine-Tuit
property continues to outperform initial projections and we are able to obtain
permits to drill additional wells at Porcupine-Tuit in the second half of the
year.

We expect to fund our planned current year exploration, development, and
exploitation operations, the expansion of our service companies, and any
re-purchases of common stock with cash provided by operating activities and
existing working capital. We also regularly review opportunities for
acquisition of assets or companies related to the oil and gas industry that
could expand or enhance our existing business. If a sufficiently large
transaction is consummated, it could involve the incurrence of debt or issuance
of equity securities.

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Reconciliation Of Non-GAAP Financial Measure

Cash flow from operations before changes in operating assets and liabilities is
presented because of its acceptance as an indicator of the ability of an oil
and gas exploration and production company to internally fund exploration and
development activities. This measure should not be considered as an alternative
to net cash provided by operating activities as defined by generally accepted
accounting principles. A reconciliation of cash flow from operations before
changes in operating assets and liabilities to net cash provided by operating
activities is shown below:

|                                                                             |  |                    |           |      |  |   |           | 
|---------------------------------------------------------------------------- |  | ------------------ | --------- | ---- |  | - | --------- | 
|                                                                             |  | Three Months Ended
|                                                                             |  | March 31,         
|                                                                             |  |                   
|                                                                             |  | 2003               |           | 2002
|                                                                             |  |                    |           |     
|Net cash provided by operating activities                                    |  | $                  | 5,503,000 |      |  | $ | 6,313,000 | 
|Net changes in operating assets and liabilities                              |  |                    | 3,693,000 |      |  |   | 605,000   | 
|                                                                             |  |                    |           |      |  |   |           | 
|Cash flow from operations before changes in operating
assets and liabilities |  | $                  | 9,196,000 |      |  | $ | 6,918,000 | 
|                                                                             |  |                    |           |      |  |   |           | 

Results of Operations

As noted, our primary source of revenues is the sale of oil and natural
gas production. Because of significant fluctuations in oil and natural gas
prices and variances in production volumes, our operating results for any
period are not necessarily indicative of future operating results. Oil and gas
prices have historically been volatile and are likely to continue to be
volatile. Prices are affected by, among other things, market supply and demand
factors, market uncertainty, and actions of the United States and foreign
governments and international cartels. These factors are beyond our control.
Our revenues, cash flows, earnings and operations are adversely affected when
oil and gas prices decline. Natural gas has typically represented more than
three-quarters of our total oil and gas production mix. Gas prices declined
significantly after reaching record high levels early in 2001, until early 2003
when prices again began to approach record levels. These price movements have
significantly impacted our operating results, as more fully described below. We
cannot accurately predict future oil and natural gas prices, but historically
oil and gas supply and demand have responded to changes in price levels to
correct from short-lived extreme levels of high or low prices.

In addition to factors affecting global or national markets for oil and
natural gas, our business is subject to regional influences on natural gas
markets. Gas production in the Rocky Mountain area, where Primas producing
properties are located, generally exceeds regional consumption needs and the
surplus is transported via pipelines to other markets. Rocky Mountain gas has
typically sold for a lower price than gas produced in the Gulf Coast region or
in areas closer to major consumption markets that rely on gas delivered from
outside the region. The size of the discount has varied widely based on
seasonal factors, structural factors, and other supply and demand influences.
From 1991 through 2002, CIG gas prices averaged approximately $0.57 per MMBtu
less than the average for gas at Henry Hub, but the amount of this discount
ranged on an annual basis between $0.26 (1999) and $1.37 (2002). Monthly
variances in index prices during this period ranged between an $0.11 premium
(January 1993) and a $2.44 discount (October 2002).

Basis differentials widened considerably starting in May 2002, as gas
supply in the region began to outstrip available pipeline capacity. Although
Rocky Mountain gas prices improved during this past winter, basis differentials
remained unusually wide, as prices in other regions increased as much or more.
The differential between the Henry Hub and CIG indices in the first quarter of
2003 averaged $2.82 per MMBtu, compared to $0.45 per MMBtu in the first three
months of 2002. Due in part to pipeline capacity

14Table of Contents

expansion projects that have
recently improved access to higher-priced gas markets, commodity futures
markets as of May 7, 2003 reflected expectations of improving basis
differentials, to $1.35 per MMBtu
for the period from June through October 2003, and $0.94 per MMBtu for the
winter of 2003-2004. The largest of these expansions is the Kern River
Pipeline, which commenced operations at the beginning of May 2003 with an
additional 900,000 Mcf per day of capacity to move gas from southwest Wyoming
to Nevada and California markets. Future basis differentials, which we expect
to have an important impact on our operating results, may vary substantially
from the current indications on futures markets due to a number of factors,
including but not limited to, the timing, size and location of pipeline
expansions and the timing, size and location of changes in regional gas
deliverability.

The following table, which presents selected operating data, is followed
by discussion of our results of operations for the periods indicated:

|                                              |                                          |  |                    |            |      |  |   |           | 
|--------------------------------------------- | ---------------------------------------- |  | ------------------ | ---------- | ---- |  | - | --------- | 
|                                              |                                          |  | Three Months Ended
|                                              |                                          |  | March 31,         
|                                              |                                          |  |                   
|                                              |                                          |  | 2003               |            | 2002
|                                              |                                          |  |                    |            |     
|Production:                                   |                                          |  |                    |            |      |  |   |          
|                                              | Natural gas (Mcf)                        |  |                    | 2,795,000  |      |  |   | 2,103,000 | 
|                                              | Oil (barrels)                            |  |                    | 93,000     |      |  |   | 90,000    | 
|                                              | Total natural gas equivalents (Mcfe)     |  |                    | 3,353,000  |      |  |   | 2,644,000 | 
|Revenue:                                      |                                          |  |                    |            |      |  |   |          
|                                              | Natural gas sales                        |  | $                  | 8,993,000  |      |  | $ | 3,937,000 | 
|                                              | Oil sales                                |  | $                  | 3,219,000  |      |  | $ | 1,947,000 | 
|                                              | Total oil and gas sales                  |  | $                  | 12,212,000 |      |  | $ | 5,884,000 | 
|Avg. sales price (including hedging effects): |                                          |  |                    |            |      |  |   |          
|                                              | Natural gas (per Mcf)                    |  | $                  | 3.22       |      |  | $ | 1.87      | 
|                                              | Oil (per barrel)                         |  | $                  | 34.60      |      |  | $ | 21.60     | 
|                                              | Total natural gas equivalents (per Mcfe) |  | $                  | 3.64       |      |  | $ | 2.23      | 
|Expenses (per Mcfe):                          |                                          |  |                    |            |      |  |   |          
|                                              | Depletion of oil & gas properties        |  | $                  | 0.93       |      |  | $ | 0.90      | 
|                                              | Lease operating expense                  |  | $                  | 0.28       |      |  | $ | 0.30      | 
|                                              | Ad valorem and production taxes          |  | $                  | 0.37       |      |  | $ | 0.17      | 
|                                              | General and administrative expense       |  | $                  | 0.25       |      |  | $ | 0.29      | 

For the quarter ended March 31, 2003, Prima reported net income of
$5,382,000, or $0.41 per diluted share, including a gain of $403,000, or $0.03
per diluted share, resulting from the cumulative effect of change in accounting
principle pursuant to adoption of SFAS 143. These operating results compare to
a first quarter 2002 net loss of $722,000, or $0.06 per diluted share. Total
revenues increased $10,203,000, from $5,407,000 in the first quarter of 2002 to
$15,610,000 in the latest quarter. Total expenses, other than income taxes,
increased $1,712,000 to $8,181,000 in the recent quarter, compared to
$6,469,000 in the first three months of 2002. These year-over-year changes
represent an overall 189% increase in revenue and a 26% increase in expenses.

Oil and gas sales totaled $12,212,000 in the first quarter of 2003,
compared to $5,884,000 in the prior-year period, for a 108% increase. This
growth was attributable to the combined effects of a 27% improvement in oil and
gas production volumes and 63% higher average price realizations per equivalent
unit of production. The year-over-year improvement in revenues also reflected a
$4,062,000 net increase in gains/losses on derivative instruments, from a
$2,708,000 loss in 2002 to a $1,354,000 gain in the recent quarter

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Primas total production in the first quarter of 2003 of 3,353,000 Mcfe,
or approximately 37,300
Mcfe per day, represents record levels for Prima, and a 27% improvement
from the 2,644,000 Mcfe produced in the same quarter of 2002. Our production
mix in the first quarter of 2003 was 83% natural gas and 17% oil, compared to
80% gas and 20% oil in the prior-year period. Natural gas production in the
latest quarter of 2,795,000 Mcf was 33% greater than the 2,103,000 Mcf produced
in the first three months of 2002. Oil production in the initial quarters of
2003 and 2002 totaled 93,000 barrels and 90,000 barrels, respectively, for an
increase of 3,000 barrels, or 3%. The overall year-over-year increase was due
to Powder River Basin CBM operations, which generated net gas production of
1,144,000 Mcfe in the first quarter of 2003, compared to 382,000 Mcfe in the
first quarter of 2002. Current year CBM production was primarily attributable
to continued strong performance of Primas Porcupine-Tuit property, which began
producing in the third quarter of 2002. CBM production in the comparable
quarter last year was primarily attributable to two months contribution from
the Stones Throw property, which was sold in March 2002. Since installation of
a sixth screw compressor in mid-April, gross production from the 58 completed
wells at Porcupine-Tuit has approximated 23,000 Mcf per day, or more than
17,000 Mcf per day net to Prima.

Average prices received for natural gas production in the first quarter of
2003 aggregated $3.22 per Mcf, compared to $1.87 per Mcf in the first three
months of 2002, for a year-over-year increase of $1.35 per Mcf or 72%. Average
sales prices received per barrel of oil were $34.60 in the recent quarter and
$21.61 in the same period last year, for an increase of $12.99 per barrel or
60%. On an energy equivalent basis, the average price received in the latest
quarter was $3.64 per Mcfe, or 63% above the $2.23 per Mcfe realized in the
prior year period. Approximately 74% of Primas total oil and gas revenues in
the 2003-quarter were derived from natural gas sales, compared to 67% in the
first quarter of 2002. First quarter 2003 price realizations incorporate the
effects of hedges that reduced average gas price realizations by $0.24 per Mcf,
increased the average oil price by $0.44 per barrel, and decreased the average
price per Mcfe by $0.19. Price realizations in the comparable period of 2002
did not include any hedging effects.

First quarter 2003 revenues included $1,354,000 of net gains recognized on
ineffective hedges, including unrealized gains resulting from mark-to-market
valuations at the end of the period. These ineffective hedges consisted of
contracts for forward sales of NYMEX natural gas, which do not qualify as
effective cash flow hedges since corresponding basis differential hedges were
not entered into. In the first quarter of the prior year, we reported net
losses of $2,708,000 on similar contracts, though Prima realized net cash
receipts of $2,450,000 from derivatives positions that were closed out during
the quarter. The disparity in 2002 between net receipts and reported losses
occurred because mark-to-market gains on open positions had been included in
prior period revenues and a subsequent improvement in gas prices reduced the
amount of gains ultimately realized when such contracts were settled.

Depletion expense reported for 2003 was $3,135,000, including $32,000 of
accretion expense for estimated future asset retirement obligations, in
accordance with SFAS 143. The rate of $0.93 per Mcfe of oil and gas production
in 2003 compares to $0.90 per Mcfe in 2002. Depreciation of other fixed
assets, which include service equipment, office furniture and equipment, and
buildings, totaled $284,000 and $302,000 for the first quarters of 2003 and
2002, respectively.

Lease operating expenses (LOE) totaled $941,000 for the three months
ended March 31, 2003 compared to $797,000 for the three months ended March 31,
2002, an increase of $144,000 or 18%. Additional costs were largely
attributable to new production from CBM wells, and LOE decreased
per-unit-of-production, from $0.30 per Mcfe in the first quarter of 2002 to
$0.28 per Mcfe in recent quarter. Ad valorem and other production taxes
totaled $1,234,000 and $456,000 for the same periods, an increase of $778,000.
Production taxes averaged $0.37 and $0.17 per Mcfe in the 2003 and 2002
quarters, respectively, reflecting both higher product prices in 2003 and an
increased portion of sales attributable to
16Table of Contents

properties in Wyoming, where
severance tax rates are higher than in Colorado. Total lifting costs (LOE
plus ad valorem and production taxes) were 18% of oil and gas revenues in the
first quarter of 2003 compared to 21% in the first quarter of 2002.

Oilfield services include the operations of Action Oilfield Services, Inc.
(Colorado) and Action Energy Services (Wyoming), wholly owned subsidiaries.
Related revenues include well servicing fees from completion and swab rigs, CBM
drilling rigs, trucking, water hauling, equipment rentals, and other related
activities. Services are provided to both Prima and unaffiliated third parties,
but intercompany billings are eliminated in consolidation. Oilfield service
revenues from third parties totaled $1,939,000 in the three months ended March
31, 2003 compared to $2,085,000 in the three months ended March 31, 2002, for a
decrease of $146,000, or 7%. Costs of oilfield services provided to third
parties were $1,739,000 in 2003 compared to $1,763,000 in 2002, for a decrease
of $24,000, or 1%. Service revenues and costs associated with Prima-operated
property interests represented 17% of the service companies activities in 2003
compared to 10% in 2002.

General and administrative expenses (G&A), net of third party
reimbursements and amounts capitalized, were $848,000 for the three months
ended March 31, 2003 compared to $772,000 for the three months ended March 31,
2002. Net G&A increased $76,000 or 10% due to lower reimbursements from third
parties and higher employment costs. Third-party reimbursements of management
and operator fees decreased from $146,000 in 2002 to $114,000 in 2003 because
Prima operated wells at Stones Throw in March 2002 on behalf of the successor
owner and was reimbursed.

We recorded an income tax provision of $2,450,000 for the three months
ended March 31, 2003 compared to an income tax benefit of $340,000 for the
three months ended March 31, 2002. Primas effective tax rates were 33% in 2003
and 32% in 2002. The effective tax rates in both years were less than statutory
rates due to permanent differences in financial and taxable income, consisting
primarily of statutory depletion deductions for both years and Section 29 tax
credits in 2002. Permanent differences declined in 2003 as the result of the
expiration of Section 29 tax credits at the end of 2002.

New Accounting Pronouncements

In June 2002, the FASB issued SFAS No. 148 Accounting for Stock-Based
Compensation Transition and Disclosure  an amendment of FASB Statement No.
123, effective for the fiscal years beginning after December 31, 2002. SFAS
148 amends FASB Statement No. 123, Accounting for Stock-Based Compensation, to
provide alternative methods of transition for a voluntary change to the fair
value based method of accounting for stock-based employee compensation. In
addition, SFAS 148 amends the disclosure requirements of Statement 123 to
require prominent disclosures in both annual and interim financial statements
about the method of accounting for stock-based employee compensation and the
effect of the method used on reported results. We continue to follow the
intrinsic value method prescribed by APB 25 in accounting for stock options,
recognizing no compensation expense for options granted at or above market
price. We adopted the provisions of SFAS 148 effective for the fiscal year
ended December 31, 2002 and have complied with the amended disclosure
requirements.

In April 2003, the FASB issued SFAS No. 149 Amendment of Statement 133 on
Derivative Instruments and Hedging Activities to amend and clarify financial
accounting and reporting for derivative instruments, including certain
derivative instruments embedded in other contracts and for hedging activities.
The changes in this statement require that contracts with comparable
characteristics be accounted for similarly to achieve more consistent reporting
of contracts as either derivative or hybrid instruments. SFAS 149 is effective
for contracts entered into or modified after June 30, 2003 and will be applied
prospectively. We do not anticipate any significant impact on our financial
position or results of operations upon adoption.

17



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##### Table of Contents






ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our primary market risks relate to changes in prices received on our sales
of natural gas and oil production. We periodically enter into derivatives
contracts to mitigate a portion of this commodity price risk. Such derivatives
consist of commodity futures or price swaps (agreements with counterparties to
exchange floating prices for fixed prices), and options on such futures or
price swaps. These instruments reduce our exposure to decreases in gas and oil
prices, or increases in differentials between NYMEX and Rocky Mountain gas
prices, but they also generally limit the benefits realized from increases in
prices or narrowing of basis differentials. By hedging only a portion of our
exposure to changes in prices, we are able to benefit from increases in gas and
oil prices or improvements in basis differentials, but we remain exposed to
market risk on the portion of our production not covered by such derivatives.
Prima also retains risks related to the ineffective portion of its derivatives
instruments, when applicable.

We have entered into derivatives contracts that are intended to offset
risks associated with downward price movements in benchmark NYMEX gas and oil
prices, and basis swaps to offset risks of increases in the differential
between NYMEX and Rocky Mountain gas prices. These derivatives positions
represent cash flow hedges that are determined to be qualifying or
non-qualifying for hedge accounting treatment in accordance with the provisions
of SFAS 133. See Derivatives Transactions in Notes to Consolidated Financial
Statements for additional information with respect to our derivatives and
related accounting policies.

Personnel who have appropriate skills, experience and supervision execute
all derivatives transactions. The personnel involved in these activities must
follow prescribed trading limits and parameters that are regularly reviewed by
Primas Chief Executive Officer. Primas Chief Executive Officer approves all
derivatives transactions before being entered into and significant transactions
are reviewed by Primas Board of Directors. We utilize only conventional
derivatives instruments and attempt to manage credit risk by entering into
derivatives contracts only with financial institutions that are believed to be
reputable and which carry an investment grade rating.

We closed certain derivative instruments between April 1, 2003 and May 7,
2003, for net realized gains totaling $298,000. As of the close of business on
May 7, 2003, open oil and gas derivative instruments showed net unrealized
gains of $101,000, as follows:

|                       |                         |       |        |                 |               |         |          |             |            |       |  |  |   |         |         |  | 
|---------------------- | ----------------------- | ----- | ------ | --------------- | ------------- | ------- | -------- | ----------- | ---------- | ----- |  |  | - | ------- | ------- |  | 
|                       |                         |       | Market |                 | Total Volumes |         | Contract |             | Unrealized
|Time Period            |                         | Index |        | (MMBtu or Bbls) |               | Price   |          | Gain (Loss)
|                       |                         |       |        |                 |               |         |          |            
|Natural Gas Futures    |                         |       |        |                 |               |         |          |             |            |       |  |  |   |         |         | 
|                       | June 2003               |       | NYMEX  |                 |               | 200,000 |          |             | $          | 5.92  |  |  | $ | 52,000  |        
|                       | July  September 2003   |       | NYMEX  |                 |               | 600,000 |          |             |            | 5.71  |  |  |   | (17,000 | )      
|                       | October 2003            |       | NYMEX  |                 |               | 200,000 |          |             |            | 5.61  |  |  |   | (25,000 | )      
|Crude Oil Futures      |                         |       |        |                 |               |         |          |             |            |       |  |  |   |         |         | 
|                       | July  September 2003   |       | NYMEX  |                 |               | 9,000   |          |             |            | 31.71 |  |  |   | 52,000  |        
|                       | October  December 2003 |       | NYMEX  |                 |               | 9,000   |          |             |            | 29.79 |  |  |   | 39,000  |        
|                       |                         |       |        |                 |               |         |          |             |            |       |  |  |   |         |         | 
|Total Unrealized Gains |                         |       |        |                 |               |         |          |             |            |       |  |  |   | $       | 101,000 | 
|                       |                         |       |        |                 |               |         |          |             |            |       |  |  |   |         |         | 

Certain information regarding our market risks is provided below.
Investors and other users are cautioned to avoid simplistic use of these
disclosures. Users should realize that the actual impact of future commodity
price movements would likely differ from the amounts disclosed below due to
ongoing changes in risk exposure levels and concurrent adjustments to
positions. It is not possible to accurately predict future movements in natural
gas and oil prices.

18



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##### Table of Contents



During the first quarter of 2003, Prima sold 93,000 barrels of oil. A
hypothetical decrease of $3.42 per barrel (10% of average first quarter prices
excluding hedging transactions) would have decreased our production revenues by
$318,000 for that period. Prima sold 2,795,000 Mcf of natural gas during the
first quarter of 2003. A hypothetical decrease of $0.35 per Mcf (10% of average
first quarter prices excluding hedging transactions) would have decreased our
production revenues by $978,000 for that period.




ITEM 4. CONTROLS AND PROCEDURES

Primas principal executive officer and principal financial officer
evaluated the effectiveness of Primas disclosure controls and procedures, as
such term is defined in Rule 13a-14(c) and 15d-14(c) of the Securities Exchange
Act of 1934, as amended, within 90 days of the filing date of this Quarterly
Report on Form 10-Q. Based upon their evaluation, the principal executive
officer and principal financial officer concluded that Primas disclosure
controls and procedures were effective. There were no significant changes in
Primas internal controls or in other factors that could significantly affect
these controls since the date the controls were evaluated.




CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR

PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995


Managements Discussion and Analysis of Financial Condition and Results
of Operations included in Item 2 of this Report contains forward-looking
statements which are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. These statements include,
without limitation, statements relating to liquidity, financing of operations,
capital expenditures budget (both the amount and the source of funds),
continued volatility of oil and natural gas prices, future drilling plans and
other such matters. The words anticipate, expect, plan or intend and
similar expressions identify forward-looking statements. Such statements are
based on certain assumptions and analyses made by Primas management in light
of their experience and perceptions of historical trends, current conditions,
expected future developments and other factors that are believed to be
appropriate in the circumstances. Prima does not undertake to update, revise
or correct any of the forward-looking information. Factors that could cause
actual results to differ materially from the expectations expressed in the
forward-looking statements include, but are not limited to, the following:
industry conditions; volatility of oil and natural gas prices; hedging
activities; operational risks (such as blowouts, fires and loss of production);
insurance coverage limitations; potential liabilities, delays and associated
costs imposed by government regulation (including environmental regulation);
the need to develop and replace Primas oil and natural gas reserves; the
substantial capital expenditures required to fund operations; risks related to
exploration and developmental drilling; and uncertainties about oil and natural
gas reserve estimates. For a more complete explanation of these various
factors, see Cautionary Statement for the Purposes of the Safe Harbor
Provisions of the Private Securities Litigation Reform Act of 1995 included in
Primas Annual Report on Form 10-K for the year ended December 31, 2002,
beginning on page 23.

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PART II. OTHER INFORMATION




ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Document                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3.1         |  | Certificate of Incorporation of Prima Energy Corporation, Delaware,
as filed August 18, 1988. (Incorporated by reference to Registration of
Securities of Certain Successor Issuers on Form 8-B dated January 20,
1989.)                                                                                                                                                                                                                                                                                        
|3.2         |  | Certificate of Amendment of Certificate of Incorporation of Prima
Energy Corporation filed May 1, 1989. (Incorporated by reference to
Annual Report on Form 10-K for Prima Energy Corporation dated June 30,
1989.)                                                                                                                                                                                                                                                                                             
|3.3         |  | Bylaws of Prima Energy Corporation. (Incorporated by reference to
Registration of Securities of Certain Successor Issuers on Form 8-B
dated January 20, 1989.)                                                                                                                                                                                                                                                                                                                                                  
|3.4         |  | Certificate of Amendment of the Certificate of Incorporation of
Prima Energy Corporation. (Incorporated by reference to Quarterly
Report on Form 10-Q for Prima Energy Corporation dated June 30, 1997.)                                                                                                                                                                                                                                                                                                        
|3.5         |  | Certificate of Amendment of the Certificate of Incorporation of
Prima Energy Corporation. (Incorporated by reference to Quarterly
Report on Form 10-Q for Prima Energy Corporation dated September 30,
2000.)                                                                                                                                                                                                                                                                                                   
|3.6         |  | Certificate of Amendment of the Certificate of Incorporation of
Prima Energy Corporation. (Incorporated by reference to Quarterly
Report on Form 10-Q for Prima Energy Corporation dated June 30, 2001.)                                                                                                                                                                                                                                                                                                        
|4.1         |  | Rights Agreement dated as of May 23, 2001, between Prima Energy
Corporation and Computershare Trust Company, Inc., as Rights Agent,
including the form of Certificate of Designation, Powers, Preferences
and Rights of Series A Participating Preferred Stock dated May 29,
2001, as Exhibit A, the Form of Right Certificate, as Exhibit B, and
the Summary of Rights to Purchase Preferred Shares. (Incorporated by
reference to Current Report on Form 8-K for Prima Energy Corporation
dated May 23, 2001.)
|10.1        |  | Prima Energy Corporation Employee Stock Ownership Plan
(Incorporated by reference to Annual Report on Form 10-K for Prima
Energy Corporation dated June 30, 1989.)                                                                                                                                                                                                                                                                                                                                              
|10.2        |  | Prima Energy Corporation 1993 Stock Incentive Plan. (Incorporated
by reference to Annual Report on Form 10-K for Prima Energy Corporation
dated December 31, 1993.)                                                                                                                                                                                                                                                                                                                                             
|10.3        |  | Agreement of Lease between Denver-Stellar Associates LP, Landlord
and Prima Energy Corporation, Tenant, effective December 1, 2000.
(Incorporated by reference to Annual Report on Form 10-K for Prima
Energy Corporation dated December 31, 2000.)                                                                                                                                                                                                                                                             
|10.4        |  | Prima Energy Corporation Non-Employee Directors Stock Option Plan.
(Incorporated by reference to Quarterly Report on Form 10-Q for Prima
Energy Corporation dated March 31, 2002.)                                                                                                                                                                                                                                                                                                                             
|10.5        |  | Prima Energy Corporation 2001 Stock Incentive Plan. (Incorporated
by reference to Quarterly Report on Form 10-Q for Prima Energy
Corporation dated March 31, 2002.)                                                                                                                                                                                                                                                                                                                                             

20



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|            |  |                                                                                                                                           
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Document                                                                                                                                  
|            |  |                                                                                                                                           
|99.1        |  | Certification of the Chief Executive Officer pursuant to 18 U.S.C.
§ 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002.
|99.2        |  | Certification of the Chief Financial Officer pursuant to 18 U.S.C.
§ 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002.

(b)  Reports on Form 8-K

During the quarter ended March 31, 2003, the Company filed the following
reports on Form 8-K:



| |  | Report dated March 10, 2003, reporting year-end 2002 reserves and
production, year 2003 estimated capital expenditures, and an update of
commodity hedging transactions.                                                            
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | Report dated March 19, 2003, reporting year-end 2002 financial results
and providing an update of operating activities and commodity hedging
transactions.                                                                          
| 
| |  | Report dated March 31, 2003 submitting certifications by the Chief
Executive Officer and the Chief Financial Officer of Prima Energy
Corporation pursuant to 18 U.S.C. § 1350 as adopted by § 906 of the
Sarbanes-Oxley Act of 2002.

21



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##### Table of Contents






SIGNATURES

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

|     |  |              |  |                          |  |                                                     
|---- |  | ------------ |  | ------------------------ |  | ----------------------------------------------------
|     |  |              |  | PRIMA ENERGY CORPORATION
|     |  |              |  |                          |  | (Registrant)                                        
|     |  |              |  |                          |  |                                                     
|Date |  | May 14, 2003 |  | By                       |  | /s/ Richard H. Lewis                                
|     |  |              |  |                          |  |                                                     
|     |  |              |  |                          |  | Richard H. Lewis,                                   
|     |  |              |  |                          |  | President and Chief Executive Officer               
|     |  |              |  |                          |  |                                                     
|Date |  | May 14, 2003 |  | By                       |  | /s/ Neil L. Stenbuck                                
|     |  |              |  |                          |  |                                                     
|     |  |              |  |                          |  | Neil L. Stenbuck,                                   
|     |  |              |  |                          |  | Executive Vice President and Chief Financial Officer

22



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##### Table of Contents






CERTIFICATION

I, Richard H. Lewis, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of Prima Energy
Corporation;                                                                                                                                                                                                                                               
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;                   
|  
|4. |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:                                                                                                     



| | a) |  | designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | evaluated the effectiveness of the registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the Evaluation Date); and                                                                                                  
|
| | c) |  | presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        



|5. |  | The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to
record, process, summarize and report financial data and have identified
for the registrants auditors any material weaknesses in internal
controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal
controls; and                                                                                                                                        



|6. |  | The registrants other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: May 14, 2003

| |  |     |  |                                      
| |  | --- |  | -------------------------------------
| |  | By: |  | /s/ Richard H. Lewis                 
| |  |     |  |                                      
| |  |     |  | Richard H. Lewis,                    
| |  |     |  | President and Chief Executive Officer

23



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##### Table of Contents



CERTIFICATION

I, Neil L. Stenbuck, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of Prima Energy
Corporation;                                                                                                                                                                                                                                               
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;                   
|  
|4. |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:                                                                                                     



| | a) |  | designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | evaluated the effectiveness of the registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the Evaluation Date); and                                                                                                  
|
| | c) |  | presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        



|5. |  | The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to
record, process, summarize and report financial data and have identified
for the registrants auditors any material weaknesses in internal
controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal
controls; and                                                                                                                                        



|6. |  | The registrants other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: May 14, 2003

| |  |     |  |                                                     
| |  | --- |  | ----------------------------------------------------
| |  | By: |  | /s/ Neil L. Stenbuck                                
| |  |     |  |                                                     
| |  |     |  | Neil L. Stenbuck,                                   
| |  |     |  | Executive Vice President and Chief Financial Officer

24



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EXHIBIT INDEX

|        |  |                                                                                                                                           
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                           
|No.     |  | Description                                                                                                                               
|        |  |                                                                                                                                           
|99.1    |  | Certification of the Chief Executive Officer pursuant to 18 U.S.C.
§ 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002.
|99.2    |  | Certification of the Chief Financial Officer pursuant to 18 U.S.C.
§ 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002.