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 June 30, 1997

                                 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        (I.R.S. Employer Identification No.)
 incorporation or organization)

              1801 Broadway, Suite 500,  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 [ ]

As of July 31, 1997 the Registrant had 5,757,556 shares of Common Stock,
$0.015 Par Value, outstanding.

<PAGE>
                        PRIMA ENERGY CORPORATION


                                 INDEX
                                 -----

Part I - Financial Information
------------------------------                                         Page
                                                                       ----

    Item 1.   Financial Statements

        Unaudited consolidated balance sheets . . . . . . . . . . . .   3

        Unaudited consolidated statements of income . . . . . . . . .   5  

        Unaudited consolidated statements of cash flows . . . . . . .   6

        Notes to unaudited consolidated financial statements  . . . .   7

    Item 2.   Management's Discussion and Analysis of
        Financial Condition and Results of Operations . . . . . . . .  10


Part II - Other Information
---------------------------

    Item 4.  Submission of Matters to a Vote of Security Holders . .   16

    Item 6.  Exhibits and Reports on Form 8-K. . . . . . . . . . . .   16

    Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . .   17

<PAGE>
                        PRIMA ENERGY CORPORATION
                       CONSOLIDATED BALANCE SHEETS
                               (UNAUDITED)

                                  ASSETS
                                  ------

                                                  JUNE 30,      DECEMBER 31,
                                                    1997           1996
                                                 -----------    ----------- 

CURRENT ASSETS
Cash and cash equivalents ...................    $ 8,859,000    $ 6,704,000 
Available for sale securities, at market.....      1,493,000      1,503,000 
Receivables (net of allowance for
  doubtful accounts: 6/30/97, $45,000;
  12/31/96, $45,000).........................      4,629,000      5,921,000 
Tubular goods inventory......................        796,000        311,000 
Other........................................        146,000        572,000 
                                                  ----------     ---------- 
     Total current assets....................     15,923,000     15,011,000 
                                                  ----------     ---------- 

OIL AND GAS PROPERTIES, at cost, accounted
  for using the full cost method.............     57,254,000     52,885,000 
Less accumulated depreciation,
  depletion and amortization.................    (24,393,000)   (21,940,000)
                                                  ----------     ---------- 
     Oil and gas properties - net............     32,861,000     30,945,000 
                                                  ----------     ---------- 

PROPERTY AND EQUIPMENT, at cost
Oilfield service equipment...................      3,212,000      2,387,000 
Furniture and equipment......................        653,000        652,000 
Field office, shop and land..................        341,000        341,000 
                                                  ----------     ---------- 
                                                   4,206,000      3,380,000 
Less accumulated depreciation................     (2,221,000)    (2,000,000)
                                                  ----------     ---------- 
     Property and equipment - net............      1,985,000      1,380,000 
                                                  ----------     ---------- 
OTHER ASSETS
Cash, designated.............................        216,000        325,000 
Other........................................        368,000        345,000 
                                                  ----------     ----------
     Total other assets......................        584,000        670,000 
                                                  ----------     ---------- 

                                                 $51,353,000    $48,006,000 
                                                  ==========     ========== 



    See accompanying notes to unaudited consolidated financial statements.

<PAGE>
                        PRIMA ENERGY CORPORATION
                   CONSOLIDATED BALANCE SHEETS (cont'd.)
                                (UNAUDITED)

                   LIABILITIES AND STOCKHOLDERS' EQUITY
                   ------------------------------------

                                                  JUNE 30,      DECEMBER 31,
                                                    1997           1996
                                                 -----------    ----------- 
CURRENT LIABILITIES
Accounts payable.............................    $   679,000    $ 2,526,000 
Amounts payable to oil and gas
  property owners............................      2,183,000      2,831,000 
Production taxes payable.....................      1,311,000      1,094,000 
Accrued and other liabilities................        408,000        476,000 
Current portion of note payable..............        120,000              0 
Deferred tax liability.......................        152,000        221,000 
                                                  ----------     ---------- 
     Total current liabilities...............      4,853,000      7,148,000 

NOTE PAYABLE.................................        240,000              0 

PRODUCTION TAXES, non-current................        641,000        984,000 

DEFERRED TAX LIABILITY.......................      6,087,000      4,601,000 
                                                  ----------     ---------- 
      Total liabilities......................     11,821,000     12,733,000 
                                                  ----------     ---------- 

STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value,
  2,000,000 shares authorized;
  no shares issued or outstanding............              0              0 
Common stock, $0.015 par value, 12,000,000
  shares authorized; 5,820,556  shares issued         87,000         87,000 
Additional paid-in capital...................      4,222,000      4,222,000 
Retained earnings............................     36,014,000     31,383,000 
Unrealized loss on available
  for sale securities........................         (4,000)       (36,000)
Treasury stock, at cost:  6/30/97, 63,000
  shares;  12/31/96, 30,000 shares...........       (787,000)      (383,000)
                                                  ----------     ---------- 
     Total stockholders' equity..............     39,532,000     35,273,000 
                                                  ----------     ---------- 

                                                 $51,353,000    $48,006,000 
                                                  ==========     ========== 



    See accompanying notes to unaudited consolidated financial statements.

<PAGE>
                         PRIMA ENERGY CORPORATION
                      CONSOLIDATED STATEMENTS OF INCOME
                                (UNAUDITED)

                           THREE MONTHS ENDED         SIX MONTHS ENDED
                                JUNE 30,                  JUNE 30,
                        ------------------------   ------------------------
                           1997        1996          1997         1996
                        -----------  -----------   -----------  -----------
REVENUES
Oil and gas sales...... $ 4,216,000  $ 3,024,000   $ 9,894,000  $ 6,408,000
Trading revenues.......   3,922,000    1,813,000     8,971,000    4,008,000
Oilfield services......     868,000      654,000     1,645,000    1,073,000
Management and
  operator fees........     256,000      252,000       511,000      517,000
Interest and
  dividend income......     137,000       87,000       264,000      167,000
Other..................      61,000       45,000        88,000       87,000
                         ----------   ----------    ----------   ----------
                          9,460,000    5,875,000    21,373,000   12,260,000
                         ----------   ----------    ----------   ----------
EXPENSES
Depreciation, depletion
  and amortization.....   1,382,000    1,106,000     2,693,000    2,282,000
Lease operating expense     416,000      361,000       898,000      743,000
Production taxes.......     369,000      254,000       756,000      493,000
Cost of trading........   3,621,000    1,491,000     8,532,000    3,283,000
Cost of oilfield
  services.............     576,000      492,000     1,193,000      858,000 
General and
  administrative.......     400,000      340,000       913,000      781,000 
                         ----------   ----------    ----------   ----------
                          6,764,000    4,044,000    14,985,000    8,440,000
                         ----------   ----------    ----------   ----------
INCOME BEFORE
  INCOME TAXES.........   2,696,000    1,831,000     6,388,000    3,820,000
PROVISION FOR
  INCOME TAXES.........     742,000      430,000     1,757,000      890,000
                         ----------   ----------    ----------   ----------
NET INCOME............. $ 1,954,000  $ 1,401,000   $ 4,631,000  $ 2,930,000
                         ==========   ==========    ==========   ==========

NET INCOME PER SHARE... $      0.33  $      0.24   $      0.78  $      0.50
                         ==========   ==========    ==========   ==========
WEIGHTED AVERAGE
  COMMON SHARES 
  OUTSTANDING AND 
  COMMON SHARE
  EQUIVALENTS..........   5,918,658    5,839,080     5,929,678    5,823,506
                         ==========   ==========    ==========   ==========



    See accompanying notes to unaudited consolidated financial statements.

<PAGE>
                        PRIMA ENERGY CORPORATION
                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                               (UNAUDITED)

                                                    SIX MONTHS ENDED
                                                         JUNE 30,
                                                 --------------------------
                                                    1997          1996
                                                 -----------    -----------

OPERATING ACTIVITIES
Net income ..................................    $ 4,631,000   $ 2,930,000 
Adjustments to reconcile net income to net
  cash provided by operating activities:
   Depreciation, depletion and amortization..      2,693,000     2,282,000 
   Deferred income taxes.....................      1,398,000       666,000 
   Other.....................................       (246,000)     (399,000)
   Changes in current assets and liabilities:
     Receivables.............................      1,292,000      (446,000)
     Inventory...............................       (485,000)     (128,000)
     Other current assets....................        426,000       158,000 
     Payables................................     (2,278,000)   (1,477,000)
     Accrued and other liabilities...........        (68,000)     (254,000)
                                                  ----------    ----------
       Net cash provided by 
          operating activities...............      7,363,000     3,332,000 
                                                  ----------    ----------
INVESTING ACTIVITIES
Additions to oil and gas properties..........     (4,559,000)   (1,415,000)
Purchases of other property..................       (871,000)     (141,000)
Purchases of available for sale securities...        (61,000)     (174,000)
Proceeds from sales of property..............        215,000       137,000 
Proceeds from sales of available 
  for sale securities........................        112,000             0 
                                                  ----------    ----------
       Net cash used by investing activities.     (5,164,000)   (1,593,000)
                                                  ----------    ----------
FINANCING ACTIVITIES
Borrowings...................................        360,000             0 
Treasury stock purchased.....................       (404,000)            0 
                                                  ----------    ----------
        Net cash used by financing activities        (44,000)            0 
                                                  ----------    ----------
INCREASE IN CASH AND CASH EQUIVALENTS........      2,155,000     1,739,000 
CASH AND CASH EQUIVALENTS,
  beginning of period........................      6,704,000     3,977,000 
                                                  ----------    ----------
CASH AND CASH EQUIVALENTS, end of period.....    $ 8,859,000   $ 5,716,000
                                                  ==========    ==========



    See accompanying notes to unaudited consolidated financial statements.
<PAGE>
                          PRIMA ENERGY CORPORATION
            NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


1.  GENERAL

     The financial information contained herein is unaudited but includes
all adjustments (consisting of only normal recurring accruals) which, in
the opinion of management, are necessary to present fairly the information
set forth.  The unaudited consolidated financial statements should be read
in conjunction with the Notes to Consolidated Financial Statements which
are included in the Annual Report on Form 10-K of Prima Energy Corporation
for the year ended December 31, 1996.

     The results for interim periods are not necessarily indicative of
results to be expected for the fiscal year of the Company ending December
31, 1997.  The Company believes that the six month report filed on Form
10-Q is representative of its financial position, its results of operations
and its cash flows for the periods ended June 30, 1997 and 1996 covered
thereby.


2.  BASIS OF PRESENTATION

     The accompanying unaudited consolidated financial statements include
the accounts of Prima Energy Corporation ("Prima") and its subsidiaries,
herein collectively referred to as the "Company."  All significant
intercompany transactions have been eliminated.  Certain amounts in prior
years have been reclassified to conform with the classifications at June
30, 1997.


3.  NOTE PAYABLE

     At June 30, 1997, the Company had one note payable as follows:

               Total                         $ 360,000
               Less, current portion           120,000
                                              --------
               Long term                     $ 240,000
                                              ========       
The note is dated June 10, 1997 and is due on June 10, 2000, with interest
at an annual rate of 8%.  Payments of principal and accrued interest on the
note are to be made in three equal annual installments on the anniversary
date of the note.  The note financed the purchase of oilfield service
equipment by Action Oilfield Services, Inc., a wholly owned subsidiary.

     Prima maintains an $8,000,000 unsecured line of credit with a
commercial bank.  The line of credit, which matures on May 1, 1999, bears
interest at the bank's prime rate (8.50% at June 30, 1997), with interest
payable monthly.  At December 31, 1996 and June 30, 1997, there were no
amounts outstanding under the line of credit. 

<PAGE>
4.  EARNINGS PER SHARE

     During February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, Earnings per Share
("SFAS 128").  SFAS 128 establishes standards for computing and presenting
earnings per share ("EPS"), and supersedes APB Opinion No. 15 and its
related interpretations.  It replaces the presentation of primary EPS with
a presentation of basic EPS, which excludes dilution, and requires dual
presentation of basic and diluted EPS for all entities with complex capital
structures.  Diluted EPS is computed similarly to fully diluted EPS
pursuant to Opinion No. 15.  SFAS 128 is effective for periods ending after
December 15, 1997, including interim periods, and will require restatement
of all prior period EPS data presented; earlier application is not
permitted.

     A comparison of EPS shown in the accompanying financial statements
with the pro forma amounts that would have been determined in accordance
with SFAS 128 is as follows:

                               Three Months Ended      Six Months Ended
                                    June 30,                June 30,
                               ------------------     ------------------
                                 1997      1996         1997      1996
                               --------  --------     --------  --------

Primary (Basic):
     As reported..........      $0.33     $0.24        $0.78      $0.50
     Pro forma............       0.34      0.24         0.80       0.50
Fully Diluted (Diluted):
     As reported..........        n/a       n/a          n/a        n/a
     Pro forma............       0.33      0.24         0.78       0.50

     The Board of Directors of Prima approved a three for two stock split
of the Company's common stock, to shareholders of record on February 20,
1997, distributed March 4, 1997.  As a result, the number of shares of
common stock outstanding increased from 3,860,396 to 5,790,556 on the
distribution date.  All share and per share amounts included in these
financial statements have been restated to show the retroactive effects of
the stock split.

5.  HEDGING ACTIVITIES

     The Company's marketing and trading activities consist of marketing
the Company's own production, marketing the production of others from wells
operated by the Company, and natural gas trading activities that consist of
the purchase and resale of natural gas.  Crude oil and natural gas futures,
options and swaps are used from time to time in order to hedge the price of
a portion of the Company's production, as well as to hedge the margins on
natural gas purchased for resale.  This is done to mitigate the risk of
fluctuating oil and natural gas prices which can adversely affect operating
results.  These transactions have been entered into with major financial
institutions, thereby minimizing credit risk.  The Company hedged
approximately 43% and 47% of its oil production in the first six months of
1997 and 1996, respectively, and hedged approximately 49% and 0% of its
natural gas production in these same periods.  Hedging gains and (losses)
were $540,000 and $(116,000) for the six months ended June 30, 1997 and
1996, respectively, and were included in oil and gas revenues at the time
the hedged volumes were sold.  At June 30, 1997, the Company had sold
natural gas futures contracts as follows:
<PAGE>
                                                                          
                                                       Unrealized
             Price       Volume         Term          Gain or (Loss) 
            -------     --------     --------------   --------------
            $ 2.135      50,000      September 1997    $  (50)   
              2.170      50,000      October 1997         700

     At June 30, 1997, the Company had in place a swap on 240,000 MMBtu
(60,000 MMBtu per month for four months) to provide for a fixed margin per
MMBtu on a sales agreement for a similar volume of natural gas.  The
Company also had in place a swap on 1,350,000 MMBtu (150,000 per month for
nine months) as a hedge on the Company's natural gas production at June 30,
1997.  At that time, there was an unrealized loss of $190,000 on the
production hedge.  The forward sales will be reflected as an adjustment to
revenue in the month the corresponding physical transaction occurs.  In a
typical "swap" agreement, the Company receives the difference between a
fixed price per unit of production and the index price, if the index price
is lower.  If the index price is higher, the Company pays the difference. 
Current hedging agreements are settled on a monthly basis.  All current
contracts specify the index price to be the "Inside FERC" first of the
month spot price for Colorado Interstate Gas Co. 

     At June 30, 1997, the Company had no open futures transactions that
did not correspond to anticipated physical transactions.

<PAGE>
                    PRIMA ENERGY CORPORATION

         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS

Liquidity and Capital Resources
-------------------------------

     The Company's principal internal sources of liquidity are cash flows
generated from operating activities and existing cash and cash equivalents. 
Net cash provided by operating activities for the six months ended June 30,
1997 was $7,363,000 compared to $3,332,000 for the same six month period of
1996.  Net working capital at June 30, 1997 was $11,070,000 compared to
$7,863,000 at December 31, 1996.  Current liabilities at June 30, 1997
decreased from December 31, 1996 levels by $2,295,000, while current assets
increased by $912,000 for the same period. The increase in working capital
of $3,207,000 was primarily generated by cash flows from operations during
the six months ended June 30, 1997.  The Company also received proceeds
from the sales of securities and property totaling $327,000 during the
period.

     The Company has external borrowing capacity through an $8,000,000
unsecured line of credit with a commercial bank, all of which is available
to be drawn.

     The Company invested $5,430,000 in property and equipment during the
six months ended June 30, 1997 compared to $1,556,000 for the 1996 six
month period.  The Company expended $3,755,000 during the 1997 six month
period for its proportionate share of the costs of drilling and completing
wells, $778,000 for undeveloped acreage, $26,000 for purchases of producing
properties and $871,000 for other property and equipment.  These
expenditures compare to $1,086,000 for well costs, $271,000 for undeveloped
acreage, $58,000 for purchases of producing properties and $141,000 for
other property and equipment in the 1996 six month period.

     The Company drilled and completed four wells (4.0 net) and recompleted
seven wells (6.9 net) in the Wattenberg Field in northeastern Colorado
during the first six months of 1997, and completed two wells which were
drilling or waiting on completion at December 31, 1996.  During the second
quarter of 1997, three non-operated wells (1.0 net) were drilled and
completed in the Bonny Field in northeastern Colorado.  The Company also
participated in the drilling and completion of one non-operated development
well (.14 net) in the Wind River Basin in Wyoming during the first quarter
of 1997.  In Texas, the Company re-entered one well (1.0 net), but the
operation was not successful and the well has been temporarily abandoned. 
During April 1997, Prima participated for a 15% working interest in the
drilling of an offshore Louisiana test well.  Although the well encountered
the structure as anticipated, the actual gas column was thinner than needed
for a commercial well and, consequently, the well was plugged and
abandoned.

     During the first six months of 1997, the Company increased its
undeveloped acreage positions in virtually all areas in which the Company
is active.  The Company acquired approximately 70,000 gross, 43,000 net,
acres during this period for $778,000.  The Company also acquired $848,000
of additional oilfield service equipment and vehicles for its field and
service company operations.

<PAGE>
     Currently, the Company anticipates additional capital expenditures
during the last six months of 1997 of approximately $9 million.  Drilling
activities for the 1997 drilling program in the greater Wattenberg Field
area commenced in late June 1997.  The Company anticipates drilling
approximately twenty wells and recompleting approximately five wells in
this area during the balance of 1997.  Included in this expected well count
are four to six wells to be drilled, subject to regulatory approval, on
Prima's recently acquired 13,000 acre leasehold at Denver International
Airport.  Prima will own a 100% working interest and serve as the operator
of these wells.

     The Company anticipates participating for interests ranging from 15.5%
to 33.3% in approximately ten additional wells in the Bonny Field in
northeastern Colorado.  Bonny Gathering Company, a joint venture in which
Prima is the managing venturer, operator and 15.5% owner, is planning a
significant renovation and upgrade of the gathering and compression
facilities at the Bonny Field at an anticipated cost of approximately
$2,400,000 ($370,000 net to Prima).

     The Record of Decision was recently issued in the Environmental Impact
Study at the Cave Gulch area in the Wind River Basin in Wyoming.  The
Company expects drilling activities to commence in the very near future and
anticipates participating in approximately four to six wells over the next
several months for interests ranging from approximately 6% to 21% in these
wells.

     Additionally, the Company expects to drill three new Prima operated
wells on three internally generated prospects in the Powder River Basin of
Wyoming.  Prima has significant interests in these wells and drilling plans
are currently being finalized.

     Prima recently completed and is currently testing a well Prima
recompleted on its Block 1 acreage in the Texas Panhandle.  The Company
expects to drill a new well in Block 1 and Block 4 in the next few weeks.
Future Texas drilling plans will depend on the results of these wells.

     The Company is also supporting, through acreage options, the drilling
of two 13,000 foot exploratory test wells near its acreage position in the
Northern Green River Basin of Wyoming.  Prima will not own an interest in
the initial exploratory wells.  The wells are expected to commence in early
September and will help evaluate this play in which Prima owns
approximately 59,000 gross, 21,800 net, acres.

     It is expected these expenditures will be funded primarily from
internally generated cash flows or from available cash balances.  The
timing of these activities will depend on drilling rig, equipment and
service availability and regulatory approval.  The timing and extent of
these activities could vary significantly.

     The Company regularly reviews opportunities for acquisition of assets
or companies related to the oil and gas industry which could expand or
enhance its existing business.  The Company expects its operations,
including acquisition, drilling, completion and recompletion well costs,
will be financed by funds provided by operations, working capital,
borrowings on the line of credit, various cost-sharing arrangements, or
from other financing alternatives. 

<PAGE>
Results of Operations
---------------------

     For the quarter ended June 30, 1997, the Company earned net income of
$1,954,000, or $.33 per share, on revenues of $9,460,000, compared to net
income of $1,401,000, or $.24 per share, on revenues of $5,875,000 for the
comparable quarter of 1996.  Expenses were $6,764,000 for the 1997 second
quarter compared to $4,044,000 for the 1996 second quarter.  Revenues
increased $3,585,000, or 61.0%, expenses increased $2,720,000, or 67.3%,
and net income increased $553,000, or 39.5%.  

     For the six months ended June 30, 1997, the Company earned net income
of $4,631,000, or $.78 per share, on revenues of $21,373,000, compared to
net income of $2,930,000, or $.50 per share, on revenues of $12,260,000 for
the six months ended June 30, 1996.  Expenses were $14,985,000 for the 1997
six month period compared to $8,440,000 for the 1996 six month period. 
Revenues increased $9,113,000, or 74.3%, expenses increased $6,545,000, or
77.5%, and net income increased $1,701,000, or 58.1%. 

     Oil and gas sales for the quarter ended June 30, 1997 were $4,216,000
compared to $3,024,000 for the same quarter of 1996, an increase of
$1,192,000 or 39.4%.  The Company's net natural gas production was
1,401,000 Mcf and 1,149,000 Mcf for the second quarters of 1997 and 1996,
respectively, an increase of 252,000 Mcf or 21.9%.  Its net oil production
was 66,000 barrels compared to 55,000 barrels for the same periods, an
increase of 11,000 barrels or 20.0%.  The average price received for
natural gas production was $2.06 per Mcf for the 1997 quarter compared to
$1.69 per Mcf for the 1996 quarter, an increase of $.37 per Mcf or 21.9%.  
Approximately 5% of natural gas production for the three months ended June
30, 1997 was attributable to production sold under a fixed contract price
of $5.90 per MMBtu.  The average price for the Company's natural gas
production exclusive of the fixed price contract gas was $1.87 per Mcf for
the 1997 quarter compared to $1.45 per Mcf for the 1996 quarter.  The
average price received for oil in the second quarter of 1997 was $19.98 per
barrel compared to $19.88 per barrel for the second quarter of 1996, an
increase of $0.10 per barrel or 0.5%.  During the second quarter of 1997,
the Company hedged approximately 15% of its oil production and 32% of its
natural gas production.  Hedging gains of $77,000 are included in oil and
gas revenues for this period, which increased the average price received
per barrel of oil by $0.64 and the average price received per Mcf of
natural gas by $0.025.  During the second quarter of 1996, the Company
hedged approximately 55% of its oil production.  Hedging losses of $62,000
reduced the average price received for oil by $1.13 per barrel.  No natural
gas production was hedged during this period.  

     Oil and gas sales for the six months ended June 30, 1997 were
$9,894,000 compared to $6,408,000 for the six months ended June 30, 1996,
an increase of $3,486,000 or 54.4%.  The Company's net natural gas
production was 2,745,000 Mcf and 2,358,000 Mcf for the first six months of
1997 and 1996, respectively, an increase of 387,000 Mcf or 16.4%.  Its net
oil production was 129,000 barrels compared to 123,000 barrels for the same
six month periods, an increase of 6,000 barrels or 4.9%.  The average price
received for natural gas production was $2.61 per Mcf for the six months
ended June 30, 1997 compared to $1.72 per Mcf for the six months ended June
30, 1996, an increase of $.89 per Mcf or 51.7%.  Approximately 5% of
natural gas production for the six months ended June 30, 1997 was
attributable to production sold under the fixed contract price of $5.90 per
MMBtu.  The average price for the Company's natural gas production
exclusive of the fixed price contract gas was $2.43 per Mcf for the six
months ended June 30,1997 compared to $1.49 for the six months ended June
30, 1996.  The average price received for oil for the first six months of
1997 was $21.21 per barrel compared to $19.03 per barrel for the same
<PAGE>
period of 1996, an increase of $2.18 per barrel or 11.4%.  During the six
months ended June 30, 1997, the Company hedged approximately 43% of its oil
production and 49% of its natural gas production.  Hedging gains of
$540,000 are included in oil and gas revenues for this period, which
increased the average price received per barrel of oil by $0.95 and the
average price received per Mcf of natural gas by $0.152.  During the six
months ended June 30, 1996, the Company hedged approximately 47% of it oil
production.  Hedging losses of $116,000 reduced the average price received
for oil by $0.94 per barrel.  No natural gas production was hedged during
this period.

     Lease operating expenses and production taxes ("LOE") were $785,000
for the second quarter of 1997 compared to $615,000 for the 1996 quarter,
an increase of $170,000 or 27.6%.  Depreciation, depletion and amortization
("DD&A") was $1,382,000 and $1,106,000 for the same periods, an increase of
$276,000 or 25.0%.  Production for the quarter ended June 30, 1997 was
300,000 barrels of oil equivalent ("BOE") compared to 246,000 BOE for the
quarter ended June 30, 1996, an increase of 54,000 BOE or 22.0%.  LOE per
equivalent barrel of production was $2.62 for the second quarter of 1997
compared to $2.51 for the comparable quarter of 1996.  DD&A applicable to
oil and gas properties was $4.18 per equivalent barrel of production for
the 1997 quarter compared to $4.17 per equivalent barrel of production for
the 1996 quarter.  Depreciation of other property and equipment was
$128,000 and $80,000 for the quarters ended June 30, 1997 and 1996,
respectively.

     LOE was $1,654,000 for the six months ended June 30, 1997 compared to
$1,236,000 for the 1996 period, an increase of $418,000 or 33.8%.  DD&A was
$2,693,000 and $2,282,000 for the same periods, an increase of $411,000 or
18.0%.  Production for the six months ended June 30, 1997 was 587,000 BOE
compared to 516,000 BOE for the six months ended June 30, 1996, an increase
of 71,000 BOE or 13.8%.  LOE per equivalent barrel of production was $2.82
for the first six months of 1997 compared to $2.39 for the comparable
period of 1996.  The increased rate for 1997 was due to workover expenses
and additional production taxes resulting from higher product prices.  DD&A
applicable to oil and gas properties was $4.18 per equivalent barrel of
production for the 1997 period compared to $4.12 per equivalent barrel of
production for the 1996 period.  Depreciation of other property and
equipment was $240,000 and $155,000 for the six months ended June 30, 1997
and 1996, respectively.

     Trading revenues and cost of trading represent the marketing of third
party natural gas by Prima Natural Gas Marketing, Inc., a wholly owned
subsidiary.  Trading revenues were $3,922,000 for the three months ended
June 30, 1997, a $2,109,000 or 116.3% increase over the $1,813,000 reported
for the three months ended June 30, 1996.  The Company marketed 1,971,000
MMBtu's for the second quarter of 1996 compared to 1,217,000 MMBtu's
marketed during the comparable quarter of 1996.  Costs of trading were
$3,621,000 for the 1997 quarter compared to $1,491,000 for the 1996
quarter, an increase of $2,130,000 or 142.9%. 

     Trading revenues were $8,971,000 for the six months ended June 30,
1997, an increase of $4,963,000 or 123.8% over the $4,008,000 reported for
the six months ended June 30, 1996.  The Company marketed 3,742,000 MMBtu's
for the six month period of 1997 compared to 2,486,000 MMBtu's marketed
during the comparable period of 1996.  Costs of trading were $8,532,000 for
the 1997 six month period compared to $3,283,000 for the 1996 six month
period, an increase of $5,249,000 or 159.9%.  Trading activities fluctuate
with natural gas markets and the Company's ability to develop markets that
meet the Company's trading criteria.

<PAGE>
     Oilfield services represent the revenues earned by Action Oilfield
Services, Inc., a wholly owned subsidiary.  These revenues include well
servicing fees from completion and swab rigs, trucking, water hauling and
rental equipment, and other related activities.  Revenues were $868,000 for
the quarter ended June 30, 1997 compared to $654,000 for the comparable
quarter of 1996, an increase of $214,000, or 32.7%.  Utilization rates in
the Wattenberg Field Area, where the service company is active, have
increased in 1997.  The Company has also purchased additional service 
equipment which contributed to the increase in revenues.  For the quarter
ended June 30, 1997, 17.5% of the fees billed by Action were for Company
owned wells compared to 9.4% for the quarter ended June 30, 1996.  Costs of
oilfield services were $576,000 for the quarter ended June 30, 1997
compared to $492,000 for the same period of 1996, an increase of $84,000 or
17.1%

     Oilfield services revenues were $1,645,000 for the six months ended
June 30, 1997 compared to $1,073,000 for the comparable six month period of
1996, an increase of $572,000 or 53.3%.  For the six months ended June 30,
1997, 18.7% of the fees billed by Action were for Company owned wells
compared to 15.3% for the six months ended June 30, 1996.  Costs of
oilfield services were $1,193,000 for the six months ended June 30, 1997
compared to $858,000 for the same period of 1996, an increase of $335,000
or 39.0%  The Company's share of fees paid to Action on Company owned
properties and the costs associated with providing the services are
eliminated in consolidation.

     Management and operator fees are earned pursuant to the Company's
roles as operator for approximately 310 oil and natural gas wells located
primarily in the Wattenberg Field area of Weld County, Colorado, and as
managing venturer of a joint venture which owns gas gathering and pipeline
facilities in the Bonny Field in Yuma County, Colorado.  The Company is a
working interest owner in each of the operated wells.  The Company is paid
operating and management fees by the other working interest owners in the
properties.  Fees fluctuate with the number of wells operated, the
percentage working interest in a property owned by third parties, and the
amount of drilling activity during the period.  Fees for the quarter ended
June 30, 1997 were $256,000 compared to $252,000 for the 1996 quarter, an
increase of $4,000 or 1.6%.  Fees for the six months ended June 30, 1997
were $511,000 compared to $517,000 for the 1996 six month period, a
decrease of $6,000 or 1.2%. 

     General and administrative expenses ("G&A") were $400,000 for the
quarter ended June 30, 1997 compared to $340,000 for the quarter ended June
30, 1996, an increase of $60,000 or 17.6%.  G&A was $913,000 for the six
months ended June 30, 1997 compared to $781,000 for the six months ended
June 30, 1996, an increase of $132,000 or 16.9%.  The Company's G&A costs
have increased due to expansion of the Company's areas of activity.

     The provision for income taxes was $742,000 for the quarter ended June
30, 1997, compared to $430,000 for the quarter ended June 30, 1996.  The
provision for the six months ended June 30, 1997 was $1,757,000 compared to
$890,000 for the same six month period of 1996.  Income before income taxes
increased $865,000 for the 1997 quarter, and the effective tax rate
increased to 27.5% from 23.5%. Income before income taxes for the six month
period of 1997 increased by $2,568,000, and the effective tax rate
increased to 27.5% from 23.3%.  Effective tax rates are affected by amounts
of permanent differences in financial and taxable income, consisting
primarily of statutory depletion deductions and Section 29 tax credits.

<PAGE>
     Historically, oil and natural gas prices have 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 the control of the Company.  The oil and natural
gas prices received during the first few months of 1997 were at the highest
levels in recent years.  To the extent that oil and natural gas prices
decline, the Company's revenues, cash flows, earnings and operations would
be adversely impacted.  The Company is unable to accurately predict future
oil and natural gas prices. 

     The Company's main source of revenues is from the sale of oil and
natural gas production.  Levels of revenues and earnings are affected by
volumes of oil and natural gas production and by the prices at which oil
and natural gas are sold.  As a result, the Company's operating results for
any period are not necessarily indicative of future operating results
because of fluctuations in oil and natural gas prices and production
volumes.

                      ---------------------------

         CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR"
    PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

     "Managements Discussion and Analysis of Financial Condition and
Results of Operations" included in Item 2 of this Report contain
"forward-looking statements" and 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 (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 "anticipates,"
"expects" or "estimates" and similar expressions identify forward-looking
statements.  Such statements are based on certain assumptions and analyses
made by the Company in light of its experience and its perception of
historical trends, current conditions, expected future developments and
other factors it believes are 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 Company's expectations expressed in the forward-looking statements
include, but are not limited to, the following:  industry conditions,
including availability of drilling rigs and other equipment and services;
volatility of oil and natural gas prices; hedging activities; operational
risks (such as blowouts, fires and loss of production); insurance coverage
limitations; potential liability imposed by government regulation
(including environmental regulation); the need to develop and replace its
oil and natural gas reserves; the substantial capital expenditures required
to recover its operations; risks related to exploration and developmental
drilling; and uncertainties about oil and natural gas reserve estimates. 
For a more complete explication 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 the Company's Annual
Report on Form 10-K for the year ended December 31, 1996, beginning on page
14.

                      ---------------------------

<PAGE>
PART II  OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders

     On May 16, 1997, the Company held an annual meeting of stockholders. 
The following table sets forth certain information relating to each matter
voted upon at the meeting.

                                                    Votes
                                   ---------------------------------------
                                             Withheld/            Broker
Matters Voted Upon                    For     Against  Abstain   Non-Votes
-----------------------------      ---------  -------  -------  ----------
Election of Richard H. Lewis       4,744,942   21,995
as Class III Director.

Election of John P. Lockridge      4,736,685   30,252
as Class III Director.

Amendment to Article V of the      4,630,212   38,191   98,534
Certificate of Incorporation
to increase the number of
authorized shares of common
stock from 8,000,000 to
12,000,000 shares.

Ratification of the selection      4,670,097    6,708   90,132
of Deloitte & Touche LLP as
independent auditors for 1997.



Item 6.  Exhibits and Reports on Form 8-K
-----------------------------------------

     (a)   Exhibits

     The following exhibit is filed herewith pursuant to rule 601 of
Regulation S-K.

     Exhibit No.            Document

        27                  Financial Data Schedules

     (b)   Reports on Form 8-K

     No reports on Form 8-K were filed during the Registrants' fiscal
quarter ended June 30, 1997.

<PAGE>
                                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 August 14, 1997               By /s/Richard H. Lewis    
     ---------------               ----------------------------

                                   Richard H. Lewis,
                                   President and
                                   Principal Financial Officer