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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 September 30, 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 |  | (I.R.S. Employer Identification No.)
|incorporation or organization)  |  |                                     

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 October 31, 2003, the Registrant had 12,910,142 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 INCOME                   
|                                           |                                                                                                                           | CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME     
|                                           |                                                                                                                           | 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                                
|EXHIBIT INDEX                             
|EX-31.1 Certification of CEO - Section 302
|EX-31.2 Certification of CFO - Section 302
|EX-32.1 Certification of CEO - Section 906
|EX-32.2 Certification of CFO - Section 906



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PRIMA ENERGY CORPORATION

INDEX

|                               |                                                                                                                           |                                                           |  |      |   | 
|------------------------------ | ------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------- |  | ---- | - | 
|                               |                                                                                                                           |                                                           |  | Page
|                               |                                                                                                                           |                                                           |  |     
|Part I  Financial Information |                                                                                                                           |                                                           |  |     
|                               | Item 1. Financial Statements                                                                                              |                                                           |  |      |  
|                               |                                                                                                                           | Unaudited Consolidated Balance Sheets                     |  |      | 3 | 
|                               |                                                                                                                           | Unaudited Consolidated Statements of Income               |  |      | 5 | 
|                               |                                                                                                                           | Unaudited Consolidated Statements of Comprehensive Income |  |      | 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                             |                                                           |  | 14   |  
|                               | Item 3. Quantitative and Qualitative Disclosures About Market
Risk                                                        |                                                           |  | 23   |  
|                               | Item 4. Controls and Procedures                                                                                           |                                                           |  | 24   |  
|                               | Cautionary Statement for Purposes of the Safe Harbor Provisions of the
Private Securities Litigation Reform Act of 1995 |                                                           |  | 24   |  
|Part II  Other Information    |                                                                                                                           |                                                           |  |     
|                               | Item 6. Exhibits and Reports on Form 8-K                                                                                  |                                                           |  | 25   |  
|                               | Signatures                                                                                                                |                                                           |  | 27   |  
|                               | Certifications                                                                                                            |                                                           |  | 28   |  

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

PRIMA ENERGY CORPORATION
CONSOLIDATED BALANCE SHEETS

ASSETS

|                                                                                            |                              |   |               |            |              |   |             |            | 
|------------------------------------------------------------------------------------------- | ---------------------------- | - | ------------- | ---------- | ------------ | - | ----------- | ---------- | 
|                                                                                            |                              |   | September 30, |            | December 31,
|                                                                                            |                              |   | 2003          |            | 2002        
|                                                                                            |                              |   |               |            |             
|                                                                                            |                              |   | (Unaudited)   |            |              |   |            
|CURRENT ASSETS                                                                              |                              |   |               |            |              |   |             |           
|Cash and cash equivalents                                                                   |                              | $ | 50,358,000    |            |              | $ | 36,263,000  |           
|Available for sale securities, at market                                                    |                              |   | 1,517,000     |            |              |   | 1,744,000   |           
|Receivables (net of allowance for doubtful
accounts: 9/30/03, $302,000; 12/31/02,
$304,000) |                              |   | 10,581,000    |            |              |   | 7,492,000   |           
|Derivatives, at fair value                                                                  |                              |   | 131,000       |            |              |   |            |           
|Tubular goods inventory                                                                     |                              |   | 995,000       |            |              |   | 940,000     |           
|Other                                                                                       |                              |   | 519,000       |            |              |   | 818,000     |           
|                                                                                            |                              |   |               |            |              |   |             |           
|                                                                                            | Total current assets         |   |               | 64,101,000 |              |   |             | 47,257,000 | 
|                                                                                            |                              |   |               |            |              |   |             |           
|OIL AND GAS PROPERTIES, at cost, accounted
for using the full cost method                   |                              |   | 169,353,000   |            |              |   | 151,518,000 |           
|Less accumulated depreciation, depletion
and amortization                                   |                              |   | (71,928,000   | )          |              |   | (62,980,000 | )         
|                                                                                            |                              |   |               |            |              |   |             |           
|                                                                                            | Oil and gas properties  net |   |               | 97,425,000 |              |   |             | 88,538,000 | 
|                                                                                            |                              |   |               |            |              |   |             |           
|PROPERTY AND EQUIPMENT, at cost                                                             |                              |   |               |            |              |   |             |           
|Oilfield service equipment                                                                  |                              |   | 9,961,000     |            |              |   | 9,457,000   |           
|Furniture and equipment                                                                     |                              |   | 687,000       |            |              |   | 712,000     |           
|Field office, shop and land                                                                 |                              |   | 478,000       |            |              |   | 478,000     |           
|                                                                                            |                              |   |               |            |              |   |             |           
|                                                                                            |                              |   | 11,126,000    |            |              |   | 10,647,000  |           
|Less accumulated depreciation                                                               |                              |   | (6,430,000    | )          |              |   | (5,808,000  | )         
|                                                                                            |                              |   |               |            |              |   |             |           
|                                                                                            | Property and equipment  net |   |               | 4,696,000  |              |   |             | 4,839,000  | 
|                                                                                            |                              |   |               |            |              |   |             |           
|OTHER ASSETS                                                                                |                              |   | 1,298,000     |            |              |   | 1,293,000   |           
|                                                                                            |                              |   |               |            |              |   |             |           
|                                                                                            |                              | $ | 167,520,000   |            |              | $ | 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

|                                                                                                      |                            |   |               |             |              |   |             |             | 
|----------------------------------------------------------------------------------------------------- | -------------------------- | - | ------------- | ----------- | ------------ | - | ----------- | ----------- | 
|                                                                                                      |                            |   | September 30, |             | December 31,
|                                                                                                      |                            |   | 2003          |             | 2002        
|                                                                                                      |                            |   |               |             |             
|                                                                                                      |                            |   | (Unaudited)   |             |              |   |            
|CURRENT LIABILITIES                                                                                   |                            |   |               |             |              |   |             |            
|Accounts payable                                                                                      |                            | $ | 3,620,000     |             |              | $ | 3,129,000   |            
|Amounts payable to oil and gas property owners                                                        |                            |   | 3,089,000     |             |              |   | 3,192,000   |            
|Ad valorem and production taxes payable                                                               |                            |   | 2,663,000     |             |              |   | 3,864,000   |            
|Accrued and other liabilities                                                                         |                            |   | 1,648,000     |             |              |   | 893,000     |            
|Derivatives, at fair value                                                                            |                            |   |              |             |              |   | 225,000     |            
|                                                                                                      |                            |   |               |             |              |   |             |            
|                                                                                                      | Total current liabilities  |   |               | 11,020,000  |              |   |             | 11,303,000  | 
|AD VALOREM TAXES, non-current                                                                         |                            |   | 3,084,000     |             |              |   | 2,077,000   |            
|ASSET RETIREMENT OBLIGATIONS                                                                          |                            |   | 1,860,000     |             |              |   |            |            
|DEFERRED TAX LIABILITY                                                                                |                            |   | 26,491,000    |             |              |   | 21,281,000  |            
|                                                                                                      |                            |   |               |             |              |   |             |            
|                                                                                                      | Total liabilities          |   |               | 42,455,000  |              |   |             | 34,661,000  | 
|                                                                                                      |                            |   |               |             |              |   |             |            
|STOCKHOLDERS EQUITY                                                                                  |                            |   |               |             |              |   |             |            
|Preferred stock, $0.001 par value, 2,000,000 shares
authorized; no shares issued or outstanding       |                            |   |              |             |              |   |            |            
|Common stock, $0.015 par value, 35,000,000 shares
authorized; 13,258,548 and 13,064,048 shares
issued |                            |   | 199,000       |             |              |   | 196,000     |            
|Additional paid-in capital                                                                            |                            |   | 7,554,000     |             |              |   | 5,250,000   |            
|Retained earnings                                                                                     |                            |   | 124,708,000   |             |              |   | 107,470,000 |            
|Accumulated other comprehensive income (loss)                                                         |                            |   | 250,000       |             |              |   | (115,000    | )          
|Treasury stock, 348,406 and 236,538 shares at cost                                                    |                            |   | (7,646,000    | )           |              |   | (5,535,000  | )          
|                                                                                                      |                            |   |               |             |              |   |             |            
|                                                                                                      | Total stockholders equity |   |               | 125,065,000 |              |   |             | 107,266,000 | 
|                                                                                                      |                            |   |               |             |              |   |             |            
|                                                                                                      |                            | $ | 167,520,000   |             |              | $ | 141,927,000 |            
|                                                                                                      |                            |   |               |             |              |   |             |            

See accompanying notes to unaudited consolidated financial statements.

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PRIMA ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)

|                                                                                        |                                        |   |                    |           |                   |   |            |           |      |   |            |            |  |   |            |           | 
|--------------------------------------------------------------------------------------- | -------------------------------------- | - | ------------------ | --------- | ----------------- | - | ---------- | --------- | ---- | - | ---------- | ---------- |  | - | ---------- | --------- | 
|                                                                                        |                                        |   | Three Months Ended |           | Nine Months Ended
|                                                                                        |                                        |   | September 30,      |           | September 30,    
|                                                                                        |                                        |   |                    |           |                  
|                                                                                        |                                        |   | 2003               |           | 2002              |   | 2003       |           | 2002
|                                                                                        |                                        |   |                    |           |                   |   |            |           |     
|REVENUES                                                                                |                                        |   |                    |           |                   |   |            |           |      |   |            |            |  |   |            |          
|Oil and gas sales                                                                       |                                        | $ | 15,259,000         |           |                   | $ | 5,455,000  |           |      | $ | 41,605,000 |            |  | $ | 17,460,000 |          
|Gains (losses) on derivatives instruments, net                                          |                                        |   | 680,000            |           |                   |   | (143,000   | )         |      |   | 1,986,000  |            |  |   | (2,780,000 | )        
|Oilfield services                                                                       |                                        |   | 2,207,000          |           |                   |   | 1,964,000  |           |      |   | 6,335,000  |            |  |   | 6,403,000  |          
|Interest, dividend and other income                                                     |                                        |   | 83,000             |           |                   |   | 156,000    |           |      |   | 353,000    |            |  |   | 474,000    |          
|                                                                                        |                                        |   |                    |           |                   |   |            |           |      |   |            |            |  |   |            |          
|                                                                                        |                                        |   | 18,229,000         |           |                   |   | 7,432,000  |           |      |   | 50,279,000 |            |  |   | 21,557,000 |          
|                                                                                        |                                        |   |                    |           |                   |   |            |           |      |   |            |            |  |   |            |          
|EXPENSES                                                                                |                                        |   |                    |           |                   |   |            |           |      |   |            |            |  |   |            |          
|Depreciation, depletion and amortization:                                               |                                        |   |                    |           |                   |   |            |           |      |   |            |            |  |   |            |          
|                                                                                        | Depletion of oil and gas properties    |   |                    | 3,599,000 |                   |   |            | 2,320,000 |      |   |            | 10,358,000 |  |   |            | 6,757,000 | 
|                                                                                        | Depreciation of property and equipment |   |                    | 236,000   |                   |   |            | 202,000   |      |   |            | 798,000    |  |   |            | 846,000   | 
|Lease operating expense                                                                 |                                        |   | 805,000            |           |                   |   | 685,000    |           |      |   | 2,600,000  |            |  |   | 2,261,000  |          
|Ad valorem and production taxes                                                         |                                        |   | 1,444,000          |           |                   |   | 448,000    |           |      |   | 4,010,000  |            |  |   | 1,413,000  |          
|Cost of oilfield services                                                               |                                        |   | 1,470,000          |           |                   |   | 1,779,000  |           |      |   | 4,917,000  |            |  |   | 5,258,000  |          
|General and administrative                                                              |                                        |   | 837,000            |           |                   |   | 772,000    |           |      |   | 2,471,000  |            |  |   | 2,388,000  |          
|                                                                                        |                                        |   |                    |           |                   |   |            |           |      |   |            |            |  |   |            |          
|                                                                                        |                                        |   | 8,391,000          |           |                   |   | 6,206,000  |           |      |   | 25,154,000 |            |  |   | 18,923,000 |          
|                                                                                        |                                        |   |                    |           |                   |   |            |           |      |   |            |            |  |   |            |          
|Income before income taxes and cumulative effect
of change in accounting principle      |                                        |   | 9,838,000          |           |                   |   | 1,226,000  |           |      |   | 25,125,000 |            |  |   | 2,634,000  |          
|Provision for income taxes                                                              |                                        |   | 3,245,000          |           |                   |   | 200,000    |           |      |   | 8,290,000  |            |  |   | 340,000    |          
|                                                                                        |                                        |   |                    |           |                   |   |            |           |      |   |            |            |  |   |            |          
|Net income before cumulative effect of change in
accounting principle                   |                                        |   | 6,593,000          |           |                   |   | 1,026,000  |           |      |   | 16,835,000 |            |  |   | 2,294,000  |          
|Cumulative effect of change in accounting
principle                                     |                                        |   |                   |           |                   |   |           |           |      |   | 403,000    |            |  |   |           |          
|                                                                                        |                                        |   |                    |           |                   |   |            |           |      |   |            |            |  |   |            |          
|NET INCOME                                                                              |                                        | $ | 6,593,000          |           |                   | $ | 1,026,000  |           |      | $ | 17,238,000 |            |  | $ | 2,294,000  |          
|                                                                                        |                                        |   |                    |           |                   |   |            |           |      |   |            |            |  |   |            |          
|Basic net income per share before cumulative effect
of change in accounting principle   |                                        | $ | 0.51               |           |                   | $ | 0.08       |           |      | $ | 1.32       |            |  | $ | 0.18       |          
|Cumulative effect of change in accounting
principle                                     |                                        |   |                   |           |                   |   |           |           |      |   | 0.03       |            |  |   |           |          
|                                                                                        |                                        |   |                    |           |                   |   |            |           |      |   |            |            |  |   |            |          
|BASIC NET INCOME PER SHARE                                                              |                                        | $ | 0.51               |           |                   | $ | 0.08       |           |      | $ | 1.35       |            |  | $ | 0.18       |          
|                                                                                        |                                        |   |                    |           |                   |   |            |           |      |   |            |            |  |   |            |          
|Diluted net income per share before cumulative
effect of change in accounting principle |                                        | $ | 0.50               |           |                   | $ | 0.08       |           |      | $ | 1.29       |            |  | $ | 0.17       |          
|Cumulative effect of change in accounting
principle                                     |                                        |   |                   |           |                   |   |           |           |      |   | 0.03       |            |  |   |           |          
|                                                                                        |                                        |   |                    |           |                   |   |            |           |      |   |            |            |  |   |            |          
|DILUTED NET INCOME PER SHARE                                                            |                                        | $ | 0.50               |           |                   | $ | 0.08       |           |      | $ | 1.32       |            |  | $ | 0.17       |          
|                                                                                        |                                        |   |                    |           |                   |   |            |           |      |   |            |            |  |   |            |          
|Weighted Average Common Shares Outstanding                                              |                                        |   | 12,817,576         |           |                   |   | 12,772,513 |           |      |   | 12,790,069 |            |  |   | 12,768,043 |          
|                                                                                        |                                        |   |                    |           |                   |   |            |           |      |   |            |            |  |   |            |          
|Weighted Average Common Shares Outstanding
Assuming Dilution                            |                                        |   | 13,080,193         |           |                   |   | 13,221,889 |           |      |   | 13,039,712 |            |  |   | 13,261,851 |          
|                                                                                        |                                        |   |                    |           |                   |   |            |           |      |   |            |            |  |   |            |          

See accompanying notes to unaudited consolidated financial statements.

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PRIMA ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)

|                                                                                                       |  |                    |           |                   |  |      |           |      |  |   |            |   |  |   |           |  
|------------------------------------------------------------------------------------------------------ |  | ------------------ | --------- | ----------------- |  | ---- | --------- | ---- |  | - | ---------- | - |  | - | --------- | -
|                                                                                                       |  | Three Months Ended |           | Nine Months Ended
|                                                                                                       |  | September 30,      |           | September 30,    
|                                                                                                       |  |                    |           |                  
|                                                                                                       |  | 2003               |           | 2002              |  | 2003 |           | 2002
|                                                                                                       |  |                    |           |                   |  |      |           |     
|Net income                                                                                             |  | $                  | 6,593,000 |                   |  | $    | 1,026,000 |      |  | $ | 17,238,000 |   |  | $ | 2,294,000 |  
|                                                                                                       |  |                    |           |                   |  |      |           |      |  |   |            |   |  |   |           |  
|Other comprehensive income (loss):                                                                     |  |                    |           |                   |  |      |           |      |  |   |            |   |  |   |           |  
|Change in fair value of hedges                                                                         |  |                    | 321,000   |                   |  |      | (126,000  | )    |  |   | 500,000    |   |  |   | (897,000  | )
|Reclassification adjustment for realized losses
(gains)
on hedges included in net income               |  |                    | (350,000  | )                 |  |      | 254,000   |      |  |   | 9,000      |   |  |   | 413,000   |  
|Deferred income tax (expense) benefit related to
change in fair value of hedges                        |  |                    | 11,000    |                   |  |      | (47,000   | )    |  |   | (188,000   | ) |  |   | 179,000   |  
|Change in fair value of available-for-sale
securities                                                  |  |                    | (46,000   | )                 |  |      | 20,000    |      |  |   | 11,000     |   |  |   | 45,000    |  
|Reclassification adjustment for realized
(gains) losses
included in net income                         |  |                    |          |                   |  |      | (27,000   | )    |  |   | 59,000     |   |  |   | (66,000   | )
|Deferred income tax (expense) benefit related to
change in fair value of available-for-sale
securities |  |                    | 16,000    |                   |  |      | 3,000     |      |  |   | (26,000    | ) |  |   | 8,000     |  
|                                                                                                       |  |                    |           |                   |  |      |           |      |  |   |            |   |  |   |           |  
|                                                                                                       |  |                    | (48,000   | )                 |  |      | 77,000    |      |  |   | 365,000    |   |  |   | (318,000  | )
|                                                                                                       |  |                    |           |                   |  |      |           |      |  |   |            |   |  |   |           |  
|COMPREHENSIVE INCOME                                                                                   |  | $                  | 6,545,000 |                   |  | $    | 1,103,000 |      |  | $ | 17,603,000 |   |  | $ | 1,976,000 |  
|                                                                                                       |  |                    |           |                   |  |      |           |      |  |   |            |   |  |   |           |  

See accompanying notes to unaudited consolidated financial statements.

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PRIMA ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

|                                                                                  |                                                     |                                         |                                                     |            |                   |             |             |           |            |            |  
|--------------------------------------------------------------------------------- | --------------------------------------------------- | --------------------------------------- | --------------------------------------------------- | ---------- | ----------------- | ----------- | ----------- | --------- | ---------- | ---------- | -
|                                                                                  |                                                     |                                         |                                                     |            | Nine Months Ended
|                                                                                  |                                                     |                                         |                                                     |            | September 30,    
|                                                                                  |                                                     |                                         |                                                     |            |                  
|                                                                                  |                                                     |                                         |                                                     |            | 2003              |             | 2002       
|                                                                                  |                                                     |                                         |                                                     |            |                   |             |            
|OPERATING ACTIVITIES                                                              |                                                     |                                         |                                                     |            |                   |             |             |          
|Net income                                                                        |                                                     | $                                       | 17,238,000                                          |            |                   | $           | 2,294,000   |          
|Adjustments to reconcile net income to net cash
provided by operating activities: |                                                     |                                         |                                                     |            |                   |             |             |          
|                                                                                  | Depreciation, depletion and amortization            |                                         |                                                     | 11,156,000 |                   |             |             | 7,603,000 |           
|                                                                                  | Deferred income taxes                               |                                         |                                                     | 4,931,000  |                   |             |             | (823,000  | )         
|                                                                                  | Cumulative effect of change in accounting
principle |                                         |                                                     | (403,000   | )                 |             |             |          |           
|                                                                                  | Unrealized losses on derivatives
instruments        |                                         |                                                     | 154,000    |                   |             |             | 4,500,000 |           
|                                                                                  | Tax benefit from exercise of employee stock
options |                                         |                                                     | 1,411,000  |                   |             |             | 824,000   |           
|                                                                                  | Other                                               |                                         |                                                     | (64,000    | )                 |             |             | 6,000     |           
|                                                                                  | Changes in operating assets and liabilities:        |                                         |                                                     |            |                   |             |             |           |           
|                                                                                  |                                                     | Receivables                             |                                                     |            | (3,094,000        | )           |             |           | (206,000   | )         
|                                                                                  |                                                     | Inventory                               |                                                     |            | (55,000           | )           |             |           | 183,000    |           
|                                                                                  |                                                     | Other current assets                    |                                                     |            | 147,000           |             |             |           | 67,000     |           
|                                                                                  |                                                     | Accounts payable and payables to owners |                                                     |            | 388,000           |             |             |           | 1,220,000  |           
|                                                                                  |                                                     | Production taxes payable                |                                                     |            | (194,000          | )           |             |           | (1,739,000 | )         
|                                                                                  |                                                     | Accrued and other liabilities           |                                                     |            | 755,000           |             |             |           | (603,000   | )         
|                                                                                  |                                                     |                                         |                                                     |            |                   |             |             |          
|                                                                                  |                                                     |                                         | Net cash provided by operating
activities           |            |                   | 32,370,000  |             |           |            | 13,326,000 |  
|                                                                                  |                                                     |                                         |                                                     |            |                   |             |             |          
|INVESTING ACTIVITIES                                                              |                                                     |                                         |                                                     |            |                   |             |             |          
|Additions to oil and gas properties                                               |                                                     |                                         | (18,287,000                                         | )          |                   |             | (12,040,000 | )        
|Proceeds from sales of oil and gas properties                                     |                                                     |                                         | 1,664,000                                           |            |                   |             | 13,544,000  |          
|Purchases of other property, net                                                  |                                                     |                                         | (793,000                                            | )          |                   |             | (496,000    | )        
|Proceeds from sales of available for sale
securities, net                         |                                                     |                                         | 356,000                                             |            |                   |             | 692,000     |          
|                                                                                  |                                                     |                                         |                                                     |            |                   |             |             |          
|                                                                                  |                                                     |                                         | Net cash provided by (used in)
investing activities |            |                   | (17,060,000 | )           |           |            | 1,700,000  |  
|                                                                                  |                                                     |                                         |                                                     |            |                   |             |             |          
|FINANCING ACTIVITIES                                                              |                                                     |                                         |                                                     |            |                   |             |             |          
|Treasury stock purchased                                                          |                                                     |                                         | (2,111,000                                          | )          |                   |             | (1,669,000  | )        
|Proceeds from common stock issued                                                 |                                                     |                                         | 896,000                                             |            |                   |             | 477,000     |          
|                                                                                  |                                                     |                                         |                                                     |            |                   |             |             |          
|                                                                                  |                                                     |                                         | Net cash used in financing
activities               |            |                   | (1,215,000  | )           |           |            | (1,192,000 | )
|                                                                                  |                                                     |                                         |                                                     |            |                   |             |             |          
|INCREASE CASH AND CASH EQUIVALENTS                                                |                                                     |                                         | 14,095,000                                          |            |                   |             | 13,834,000  |          
|CASH AND CASH EQUIVALENTS, beginning of period                                    |                                                     |                                         | 36,263,000                                          |            |                   |             | 23,337,000  |          
|                                                                                  |                                                     |                                         |                                                     |            |                   |             |             |          
|CASH AND CASH EQUIVALENTS, end of period                                          |                                                     | $                                       | 50,358,000                                          |            |                   | $           | 37,171,000  |          
|                                                                                  |                                                     |                                         |                                                     |            |                   |             |             |          

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. All significant intercompany transactions have been
eliminated.

Financial information presented herein as of September 30, 2003 and for
the nine-month periods ended September 30, 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 September 30, 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 project will be incurred to plug, abandon and remediate
our oil and gas properties at the end of their productive lives, in accordance
with applicable laws and regulations. Our adoption of SFAS No. 143 as

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of January 1, 2003 resulted in the recognition of an increase in the
carrying value of our oil and gas 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. A reconciliation of Primas liability for the nine
months ended September 30, 2003 is as follows:

|                                 |  |                    |           | 
|-------------------------------- |  | ------------------ | --------- | 
|                                 |  | Nine Months Ended 
|                                 |  | September 30, 2003
|                                 |  |                   
|Upon Adoption at January 1, 2003 |  | $                  | 1,632,000 | 
|Liabilities incurred             |  |                    | 127,000   | 
|Liabilities settled              |  |                    | 0         | 
|Accretion expense                |  |                    | 101,000   | 
|Revision to estimate             |  |                    | 0         | 
|                                 |  |                    |           | 
|                                 |  | $                  | 1,860,000 | 
|                                 |  |                    |           | 

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.

In the first nine months of 2003, $9,000 of losses on derivative
transactions that qualified for hedge accounting were included in oil and gas
sales, compared to $413,000 of losses for the same period of 2002. In
addition, we recognized net gains on derivatives instruments not qualifying for
hedge accounting in the first nine months of 2003 totaling $1,986,000 and net
losses on such instruments in the first nine months of 2002 aggregating
$2,780,000. These non-hedge derivatives primarily related to NYMEX gas swaps
for which we did not elect to enter into corresponding swaps for Rocky Mountain
basis differentials.

As of September 30, 2003, Prima had recorded a net current asset of
$131,000, representing the aggregate unrealized mark-to-market gains for its
open derivative positions (all relating to oil) at that date. These positions
are summarized below:

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|                       |                          |       |        |        |               |        |          |       |            |       |  |  |   |        |         |  | 
|---------------------- | ------------------------ | ----- | ------ | ------ | ------------- | ------ | -------- | ----- | ---------- | ----- |  |  | - | ------ | ------- |  | 
|                       |                          |       | Market |        | Total Volumes |        | Contract |       | Unrealized
|Time Period            |                          | Index |        | (Bbls) |               | Price  |          | Gains
|                       |                          |       |        |        |               |        |          |      
|                       | November 
December 2003 |       | NYMEX  |        |               | 30,000 |          |       | $          | 30.94 |  |  | $ | 56,000 |        
|                       | January 
March 2004     |       | NYMEX  |        |               | 45,000 |          |       |            | 29.75 |  |  |   | 75,000 |        
|                       |                          |       |        |        |               |        |          |       |            |       |  |  |   |        |         | 
|Total Unrealized
Gains |                          |       |        |        |               |        |          |       |            |       |  |  |   | $      | 131,000 | 
|                       |                          |       |        |        |               |        |          |       |            |       |  |  |   |        |         | 

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 that were used in the calculations of basic and diluted net income
per share for the quarter and nine months ended September 30, 2003 and 2002.

|                                      |                              |  |             |            |               |  |           |            |  |  |   |      | 
|------------------------------------- | ---------------------------- |  | ----------- | ---------- | ------------- |  | --------- | ---------- |  |  | - | ---- | 
|                                      |                              |  | Income      |            | Shares        |  | Per Share
|                                      |                              |  | (Numerator) |            | (Denominator) |  | Amount   
|                                      |                              |  |             |            |               |  |          
|Quarter Ended September 30, 2003:     |                              |  |             |            |               |  |           |            |  |  |   |     
|                                      | Basic Net Income per Share   |  | $           | 6,593,000  |               |  |           | 12,817,576 |  |  | $ | 0.51 | 
|                                      |                              |  |             |            |               |  |           |            |  |  |   |     
|                                      | Effect of Stock Options      |  |             |           |               |  |           | 262,617    |  |  |   |      | 
|                                      |                              |  |             |            |               |  |           |            |  |  |   |     
|                                      | Diluted Net Income per Share |  | $           | 6,593,000  |               |  |           | 13,080,193 |  |  | $ | 0.50 | 
|                                      |                              |  |             |            |               |  |           |            |  |  |   |     
|Quarter Ended September 30, 2002:     |                              |  |             |            |               |  |           |            |  |  |   |     
|                                      | Basic Net Income per Share   |  | $           | 1,026,000  |               |  |           | 12,772,513 |  |  | $ | 0.08 | 
|                                      |                              |  |             |            |               |  |           |            |  |  |   |     
|                                      | Effect of Stock Options      |  |             |           |               |  |           | 449,376    |  |  |   |      | 
|                                      |                              |  |             |            |               |  |           |            |  |  |   |     
|                                      | Diluted Net Income per Share |  | $           | 1,026,000  |               |  |           | 13,221,889 |  |  | $ | 0.08 | 
|                                      |                              |  |             |            |               |  |           |            |  |  |   |     
|Nine Months Ended September 30, 2003: |                              |  |             |            |               |  |           |            |  |  |   |     
|                                      | Basic Net Income per Share   |  | $           | 17,238,000 |               |  |           | 12,790,069 |  |  | $ | 1.35 | 
|                                      |                              |  |             |            |               |  |           |            |  |  |   |     
|                                      | Effect of Stock Options      |  |             |           |               |  |           | 249,643    |  |  |   |      | 
|                                      |                              |  |             |            |               |  |           |            |  |  |   |     
|                                      | Diluted Net Income per Share |  | $           | 17,238,000 |               |  |           | 13,039,712 |  |  | $ | 1.32 | 
|                                      |                              |  |             |            |               |  |           |            |  |  |   |     
|Nine Months Ended September 30, 2002: |                              |  |             |            |               |  |           |            |  |  |   |     
|                                      | Basic Net Income per Share   |  | $           | 2,294,000  |               |  |           | 12,768,043 |  |  | $ | 0.18 | 
|                                      |                              |  |             |            |               |  |           |            |  |  |   |     
|                                      | Effect of Stock Options      |  |             |           |               |  |           | 493,808    |  |  |   |      | 
|                                      |                              |  |             |            |               |  |           |            |  |  |   |     
|                                      | Diluted Net Income per Share |  | $           | 2,294,000  |               |  |           | 13,261,851 |  |  | $ | 0.17 | 
|                                      |                              |  |             |            |               |  |           |            |  |  |   |     

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5. STOCK-BASED COMPENSATION

Prima has stock-based compensation plans for its employees and its
non-employee directors. We account for stock-based compensation using the
intrinsic value recognition and measurement principles prescribed in Accounting
Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to
Employeesand 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.

For purposes of pro forma disclosures, the measured 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
we had applied the fair value recognition provisions of Statement of Financial
Accounting Standards No. 123, Accounting for Stock-Based Compensation.

|                             |             |  |                    |           |                   |  |      |           |      |  |   |            |  |  |   |           | 
|---------------------------- | ----------- |  | ------------------ | --------- | ----------------- |  | ---- | --------- | ---- |  | - | ---------- |  |  | - | --------- | 
|                             |             |  | Three Months Ended |           | Nine Months Ended
|                             |             |  | September 30,      |           | September 30,    
|                             |             |  |                    |           |                  
|                             |             |  | 2003               |           | 2002              |  | 2003 |           | 2002
|                             |             |  |                    |           |                   |  |      |           |     
|Net Income                   |             |  |                    |           |                   |  |      |           |      |  |   |            |  |  |   |          
|                             | As reported |  | $                  | 6,593,000 |                   |  | $    | 1,026,000 |      |  | $ | 17,238,000 |  |  | $ | 2,294,000 | 
|                             | Pro forma   |  | $                  | 6,339,000 |                   |  | $    | 804,000   |      |  | $ | 16,476,000 |  |  | $ | 1,628,000 | 
|Basic Net Income Per Share   |             |  |                    |           |                   |  |      |           |      |  |   |            |  |  |   |          
|                             | As reported |  | $                  | 0.51      |                   |  | $    | 0.08      |      |  | $ | 1.35       |  |  | $ | 0.18      | 
|                             | Pro forma   |  | $                  | 0.49      |                   |  | $    | 0.06      |      |  | $ | 1.29       |  |  | $ | 0.13      | 
|Diluted Net Income Per Share |             |  |                    |           |                   |  |      |           |      |  |   |            |  |  |   |          
|                             | As reported |  | $                  | 0.50      |                   |  | $    | 0.08      |      |  | $ | 1.32       |  |  | $ | 0.17      | 
|                             | Pro forma   |  | $                  | 0.48      |                   |  | $    | 0.06      |      |  | $ | 1.26       |  |  | $ | 0.12      | 

6. INDUSTRY SEGMENT INFORMATION

Prima organizes its activities into two operating segments consisting of:
1) the acquisition, exploration, development and operation of oil and gas
properties; and 2) providing oilfield services for wells that we operate and
for third-party operators. Our activities have been conducted primarily in the
Rocky Mountain region of the United States, which is one geographic area.

The information below presents the operating segment data for Prima on the
basis used by management in deciding how to allocate resources and in assessing
performance, which is the same basis used in the preparation of our
consolidated financial statements. Total revenue by operating segment includes
both sales to unaffiliated customers, as reported in our consolidated
statements of income, and intersegment sales that are eliminated in
consolidation, which represent oilfield services provided for Prima-operated
wells. Oilfield services are priced and revenues are accounted for
consistently for both unaffiliated and intersegment sales.

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|                                         |                                          |                                                               |            |                    |            |                   |           |           |           |      |            |            |            |   |            |            |            | 
|---------------------------------------- | ---------------------------------------- | ------------------------------------------------------------- | ---------- | ------------------ | ---------- | ----------------- | --------- | --------- | --------- | ---- | ---------- | ---------- | ---------- | - | ---------- | ---------- | ---------- | 
|                                         |                                          |                                                               |            | Three Months Ended |            | Nine Months Ended
|                                         |                                          |                                                               |            | September 30,      |            | September 30,    
|                                         |                                          |                                                               |            |                    |            |                  
|                                         |                                          |                                                               |            | 2003               |            | 2002              |           | 2003      |           | 2002
|                                         |                                          |                                                               |            |                    |            |                   |           |           |           |     
|Revenues                                 |                                          |                                                               |            |                    |            |                   |           |           |           |      |            |            |            |   |            |           
|                                         | Oil & gas (including
derivative effects) |                                                               | $          | 15,939,000         |            |                   | $         | 5,312,000 |           |      | $          | 43,591,000 |            |   | $          | 14,680,000 |           
|                                         | Oilfield services                        |                                                               |            | 3,244,000          |            |                   |           | 2,533,000 |           |      |            | 8,333,000  |            |   |            | 7,585,000  |           
|                                         |                                          |                                                               |            |                    |            |                   |           |           |           |      |            |            |            |   |            |            |           
|                                         |                                          |                                                               | 19,183,000 |                    |            |                   | 7,845,000 |           |           |      | 51,924,000 |            |            |   | 22,265,000 |           
|                                         | Corporate                                |                                                               |            | 83,000             |            |                   |           | 156,000   |           |      |            | 353,000    |            |   |            | 474,000    |           
|                                         | Intersegment eliminations                |                                                               |            | (1,037,000         | )          |                   |           | (569,000  | )         |      |            | (1,998,000 | )          |   |            | (1,182,000 | )         
|                                         |                                          |                                                               |            |                    |            |                   |           |           |           |      |            |            |            |   |            |            |           
|                                         |                                          | Total Revenues                                                |            | $                  | 18,229,000 |                   |           | $         | 7,432,000 |      |            | $          | 50,279,000 |   |            | $          | 21,557,000 | 
|                                         |                                          |                                                               |            |                    |            |                   |           |           |           |      |            |            |            |   |            |            |           
|Operating Earnings                       |                                          |                                                               |            |                    |            |                   |           |           |           |      |            |            |            |   |            |           
|Oil & gas (including
derivative effects) |                                          | $                                                             | 10,092,000 |                    |            | $                 | 1,843,000 |           |           | $    | 26,623,000 |            |            | $ | 4,245,000  |           
|                                         | Oilfield services                        |                                                               |            | 807,000            |            |                   |           | 79,000    |           |      |            | 1,178,000  |            |   |            | 658,000    |           
|                                         |                                          |                                                               |            |                    |            |                   |           |           |           |      |            |            |            |   |            |            |           
|                                         |                                          |                                                               | 10,899,000 |                    |            |                   | 1,922,000 |           |           |      | 27,801,000 |            |            |   | 4,903,000  |           
|                                         | Corporate                                |                                                               |            | (817,000           | )          |                   |           | (678,000  | )         |      |            | (2,300,000 | )          |   |            | (2,106,000 | )         
|                                         | Intersegment eliminations                |                                                               |            | (244,000           | )          |                   |           | (18,000   | )         |      |            | (376,000   | )          |   |            | (163,000   | )         
|                                         |                                          |                                                               |            |                    |            |                   |           |           |           |      |            |            |            |   |            |            |           
|                                         |                                          | Income Before Income Taxes
and Change in Accounting
Principle |            | $                  | 9,838,000  |                   |           | $         | 1,226,000 |      |            | $          | 25,125,000 |   |            | $          | 2,634,000  | 
|                                         |                                          |                                                               |            |                    |            |                   |           |           |           |      |            |            |            |   |            |            |           

7. RECENT ACCOUNTING PRONOUNCEMENTS

In September 2002, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards (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 SFAS 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 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 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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In May 2003, the FASB issued SFAS No. 150, Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity to
improve the accounting for certain financial instruments that, under previous
guidance, issuers could account for as equity. SFAS No. 150 requires that
those instruments be classified as liabilities in statements of financial
position. SFAS No. 150 does not apply to features embedded in a financial
instrument that is not a derivative in its entirety. In addition to its
requirements for the classification and measurement of financial instruments
within its scope, SFAS No. 150 also requires disclosures about alternative ways
of settling the instruments and the capital structure of entities, all of whose
shares are mandatorily redeemable. Most of the guidance in Statement 150 is
effective for all financial instruments entered into or modified after May 31,
2003, and otherwise is effective at the beginning of the first interim period
beginning after June 15, 2003. As we have no such financial instruments, we do
not anticipate any impact on our financial position or results of operations
upon adoption.

The FASB is currently engaged in discussions regarding the application of
certain provisions of SFAS No. 141, Business
Combinations, and SFAS No. 142,
Goodwill and Other Intangible Assets, to companies in the extractive
industries, including oil and gas companies. The FASB is considering whether the
provisions of SFAS No. 141 and SFAS No. 142 require registrants to classify
costs associated with mineral rights, including both proved and unproved lease
acquisition costs, as intangible assets in the balance sheet, apart from other
capitalized oil and gas property costs, and provide specific footnote
disclosures. Historically, Prima has included oil and gas lease acquisition
costs as a component of oil and gas properties. In the event the FASB
determines that costs associated with mineral rights are required to be
classified as intangible assets, a portion of our oil and gas property costs
incurred since the June 30, 2001 effective date of SFAS Nos. 141 and 142 would
be separately classified on our balance sheets as intangible assets. However,
our results of operations would not be affected since such intangible assets
would continue to be depleted and assessed for impairment in accordance with
full cost accounting rules.

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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 September 30, 2003, its results of operations for the
three- and nine- month periods ended September 30, 2003 and September 30, 2002,
and our assessments of Primas liquidity and capital resources. For a summary
of our critical accounting policies and estimates, please refer to our Annual
Report on Form 10-K, page 30, for the year ended December 31, 2002.

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.

Primas net working capital increased from $35,954,000 at the end of 2002
to $53,081,000 at September 30, 2003. Our current assets at the end of
September 2003 included cash equivalents and short-term investments totaling
$51,875,000, compared to $38,007,000 at the end of 2002, and we were free of
long-term debt at both dates. This strong financial condition provides Prima
with considerable flexibility in responding to opportunities and scheduling
capital investments to take advantage of market conditions.

Cash flow from operations before changes in operating assets and
liabilities totaled $34,423,000 in the first nine months of 2003, compared to
$14,404,000 in the first nine months 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 $1,664,000 from the sale of certain oil and gas
properties. During the first nine months of 2003, our investments in property
and equipment totaled $19,080,000, including $18,287,000 related to oil and gas
properties. In addition, we expended $793,000 for other property and
equipment, and $2,111,000 for the purchase of approximately 112,000 shares of
treasury stock at an average cost of $18.87 per share. Approximately 291,000
additional shares of Primas common stock may be repurchased under an existing
authorization from our Board of Directors.

We have entered into various operating leases for office space and gas
compression equipment. As of September 30, 2003, our contractual obligations
under these leases were as follows: within one year, $335,000; from one to
three years, $634,000; and after three years, $449,000.

Primas capital expenditures for all of 2003 are currently expected to
aggregate between $29 million and $31 million, including $10 million to $12
million in the fourth quarter. We also estimate that our net oil and gas
production in the current quarter will total approximately 4.0 Bcfe, bringing
Primas total for 2003 to approximately 15.1 Bcfe. This target represents
approximately a 43% increase over total net production reported in 2002.

We expect to fund planned current period exploration, development, and
exploitation operations, the expansion of our service companies, and any
repurchases 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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The remainder of this section provides additional information relating to
our recent and planned near-term investment activities.

Primas $18,287,000 of investments in oil and gas properties during the
first nine months of 2003 included $17,590,000 of costs incurred on wells and
related property development and $697,000 for undeveloped acreage. Operations
included drilling a total of 97 (68.9 net) wells, including 21 (20.2 net)
wells in the Denver Basin, 63 (47.6 net) CBM wells in the Powder River Basin,
12 (1.0 net) wells in the Wind River Basin, and one (0.1 net) well in the
Washakie Basin. Other activities included re-fracturing 28 (27.1 net) wells in
the Denver Basin, completing two Denver Basin wells drilled in late 2002, and
developing infrastructure facilities in the CBM area. All drilling and
recompletion operations have been apparently successful, with wells placed on production,
restored to production, or awaiting hook up.

Activities during the recent quarter included drilling and completing 23
(22.2 net) wells in the Porcupine-Tuit CBM project area. These, and four wells
previously drilled in the area, were hooked up between late September and
mid-October. Gross production at Porcupine-Tuit has increased from
approximately 21,000 Mcfd in September 2003, prior to tie in of new wells, to a
recent rate in excess of 28,000 Mcfd. Prima owns net revenue interests in the
85 wells at Porcupine-Tuit averaging approximately 78%. One additional well is
scheduled to be drilled and hooked up at Porcupine-Tuit in the current quarter.

Seventeen (11.9 net) additional Powder River Basin CBM wells were drilled
during the third quarter of 2003, targeting multiple coals in
Primas
Kingsbury, North Shell Draw and Cedar Draw project areas. Prima is currently
evaluating alternative proposals for installation of gas gathering and
compression facilities in these areas, and anticipates hooking up the recently
drilled wells, along with 104 previously drilled wells and additional planned
wells, beginning in the first quarter of 2004. This area encompasses
our pilot project in the Kingsbury area, where 16 wells were placed on
pump approximately ten months ago to begin de-watering and evaluating the
deeper Cook and Wall coals. These wells, particularly the eight completed in
the Wall coal, continue to produce water at rates indicating good permeability,
and three of the Wall-coal wells began producing small amounts of gas in
September or October. Significant future activity is planned in the adjoining
Kingsbury, Cedar Draw, and North Shell Draw areas, to develop multiple coals
found at depths ranging from approximately 600 feet to 2,000 feet. Subject to
being able to obtain regulatory approvals, among other factors, activities
planned for the current quarter in these project areas include drilling 15 to
20 CBM wells and deepening 16 previously drilled CBM wells to lower coals.

Prima drilled 14 (13.2 net) wells and recompleted nine (9.0 net) wells in
the Denver Basin in the third quarter of 2003. Planned fourth quarter
activities in this area include drilling approximately ten wells and
recompleting approximately 14 wells. At Cave Gulch, in the Wind River Basin,
Prima participated in drilling five (0.3 net) wells and recompleting one (0.1
net) well in the third quarter, and we anticipate participating in drilling
approximately four wells in the current quarter. Prima also
participated, with a 12.5% non-operated working interest, in drilling the
Vermillion Federal #27-6 exploratory well in the Washakie Basin in Wyoming.
The well, which was drilled to a depth of 10,890 feet and logged apparent pay
in multiple sands, is currently being completed, after which further
development plans for the 5,300-acre block will be considered.

During the recent quarter, Prima also initiated completion and testing of
the Ferron sand in the Scofield-Thorpe #22-41 well on the Coyote Flats
prospect, in Carbon County, Utah. This 100%-owned well was drilled in late
2002 to test the Emery coals and Ferron sand, but was temporarily suspended
after production casing was set. We are currently testing the Ferron sandstone
reservoir at depths between 5,995-6,055 feet. The Ferron sandstone has been
productive at Clear Creek Field, located eight miles southwest of the
Scofield-Thorpe #22-41 well, and is currently productive at Gordon Creek Field,
located ten miles southeast of the well. Prima is currently conducting a
30-day flow test on the well, which will

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be followed by a 7-day pressure buildup test. During the flow test, gas
rates of 900 Mcfd and water rates of 150 bpd have been measured, with gradually
increasing gas rates and decreasing water rates. The objective of the pressure
buildup test will be to determine well performance parameters that can be used
to assess the economics of installing a natural gas pipeline to this location
and drilling additional Ferron sandstone wells on the Coyote Flats acreage. A
multi-well pilot program to further evaluate Emery coal potential is also
anticipated to get underway in 2004. Prima controls approximately 75,000 gross
(72,000 net) undeveloped acres within the Coyote Flats Prospect area.

On the Merna Prospect, located on the Merna anticlinal structure in the
northern Green River Basin in Sublette County, Wyoming, we are currently
participating in the Sage Flat Federal #17-20 well. Prima holds a 6.3% working
interest before payout and a 10.9% working interest after payout in this well,
which will target the over-pressured Lance Formation at a depth of
approximately 13,000 feet. In addition, Prima owns an average 35% working
interest in 74,000 gross acres in the greater Merna area. The Sage Flat
Federal #17-20 well is located three miles north of the Miller Federal #7-4
well that was drilled during the second half of 2002, and which exhibited
strong gas shows at high pressure while drilling but which was subsequently
completed for only modest gas rates.

Prima recently exchanged acreage in the Powder River Basin CBM play with
another operator. The acreage that we traded, primarily in the Deadman Draw
area, had been attributed approximately 8 Bcf of proved reserves. The acreage
that we received, in our Fortification Creek and Kingsbury project areas, does
not currently have attributed proved reserves but has greater
estimated potential reserves
and higher projected value to Prima. The trade strengthens to 4,900 gross
(4,500 net) acres our land position at Fortification Creek, a project area with
multiple deep thick coal targets, located ten miles west of North Shell Draw.

As previously reported, our planned 2003 activities in the Powder River
Basin CBM play were weighted toward the second half of the year. One factor
influencing that schedule was the timing of a record of decision (ROD) 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 been filed in federal courts and there may be delays
in its full implementation pending resolution of these challenges. While some
of Primas planned activities for the balance of 2003 may be affected by the
status of the BLMs implementation of the EIS, drilling activity may 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, and conclusion of negotiations with certain
working interest owners regarding potential acreage swaps.

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:

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|                                                                             |  |                   |            |      |  |   |            | 
|---------------------------------------------------------------------------- |  | ----------------- | ---------- | ---- |  | - | ---------- | 
|                                                                             |  | Nine Months Ended
|                                                                             |  | September 30,    
|                                                                             |  |                  
|                                                                             |  | 2003              |            | 2002
|                                                                             |  |                   |            |     
|Net cash provided by operating activities                                    |  | $                 | 32,370,000 |      |  | $ | 13,326,000 | 
|Net changes in operating assets and liabilities                              |  |                   | 2,053,000  |      |  |   | 1,078,000  | 
|                                                                             |  |                   |            |      |  |   |            | 
|Cash flow from operations before changes in operating
Assets and liabilities |  | $                 | 34,423,000 |      |  | $ | 14,404,000 | 
|                                                                             |  |                   |            |      |  |   |            | 

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 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 reached record high levels
in early 2001, with NYMEX gas trading near $10.00 per MMBtu in January 2001.
Prices subsequently declined significantly, reaching a low of $1.88 per MMBtu
for NYMEX gas in October 2002, after which a sharp recovery brought NYMEX gas
prices to near-record levels in March 2003. Prices began to weaken moderately
in the third quarter, but NYMEX gas prices currently remain relatively
favorable, with recent trading levels for near-term deliveries between $4.50
and $5.50 per MMBtu.

In addition to factors affecting global or national markets for oil and
natural gas, our business is subject to regional influences on 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, Colorado Interstate Gas (CIG) index prices averaged approximately $0.57
per MMBtu less than the average index prices for gas at Henry Hub (the delivery
point for NYMEX contracts), but the amount of this discount ranged on an annual
basis between $0.26 (1999) and $1.29 (2002). Monthly variances in index prices
during this period ranged between a premium of $0.11 (January 1993) and a
discount of $2.44 (October 2002).

Basis differentials widened considerably beginning in May 2002, as gas
supply in the region began to outstrip the aggregate of regional demand and
available pipeline capacity to export gas to other markets. Rocky Mountain gas
prices rose during the winter of 2002-2003, but basis differentials remained unusually
wide, as prices in other regions increased as much or more. In May 2003, the
Kern River pipeline expansion went in service, providing a significant increase
in capacity to export Rocky Mountain gas, and the basis differential has
narrowed each month since April. The average differentials between Henry Hub
and CIG indices in the last seven fiscal quarters, beginning with the first
quarter of 2002 and ending with the third quarter of 2003, have been as
follows: $0.45, $1.22, $1.98, $1.50, $2.82, $1.51, and $0.81. Reflecting
movements in both national gas markets and in the Rocky Mountain basis
differential, the monthly index prices for CIG, which is the principal
benchmark for virtually all of Primas gas production, averaged as follows per
MMBtu in the last seven fiscal quarters, beginning with the first

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quarter of
2002: $1.94, $2.15, $1.29, $2.50, $3.78, $3.98, and $4.29. In October 2003,
the basis differential narrowed further to $0.51 and the CIG index was $4.01
per MMBtu.

These price movements significantly impact our operating results, as
described below for the periods reported. 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 for short-lived extreme levels
of high or low prices.

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

|                                                |                                          |  |                    |            |                   |  |      |           |      |  |   |            |  |  |   |            | 
|----------------------------------------------- | ---------------------------------------- |  | ------------------ | ---------- | ----------------- |  | ---- | --------- | ---- |  | - | ---------- |  |  | - | ---------- | 
|                                                |                                          |  | Three Months Ended |            | Nine Months Ended
|                                                |                                          |  | September 30,      |            | September 30,    
|                                                |                                          |  |                    |            |                  
|                                                |                                          |  | 2003               |            | 2002              |  | 2003 |           | 2002
|                                                |                                          |  |                    |            |                   |  |      |           |     
|Production:                                     |                                          |  |                    |            |                   |  |      |           |      |  |   |            |  |  |   |           
|                                                | Natural gas (Mcf)                        |  |                    | 3,272,000  |                   |  |      | 2,002,000 |      |  |   | 9,378,000  |  |  |   | 5,834,000  | 
|                                                | Oil (barrels)                            |  |                    | 97,000     |                   |  |      | 96,000    |      |  |   | 285,000    |  |  |   | 279,000    | 
|                                                | Total natural gas
equivalents (Mcfe)     |  |                    | 3,852,000  |                   |  |      | 2,577,000 |      |  |   | 11,088,000 |  |  |   | 7,507,000  | 
|Revenue:                                        |                                          |  |                    |            |                   |  |      |           |      |  |   |            |  |  |   |           
|                                                | Natural gas sales                        |  | $                  | 12,298,000 |                   |  | $    | 3,013,000 |      |  | $ | 32,629,000 |  |  | $ | 10,799,000 | 
|                                                | Oil sales                                |  | $                  | 2,961,000  |                   |  | $    | 2,442,000 |      |  | $ | 8,976,000  |  |  | $ | 6,661,000  | 
|                                                | Total oil and gas sales                  |  | $                  | 15,259,000 |                   |  | $    | 5,455,000 |      |  | $ | 41,605,000 |  |  | $ | 17,460,000 | 
|Average sales price, including
hedging effects: |                                          |  |                    |            |                   |  |      |           |      |  |   |            |  |  |   |           
|                                                | Natural gas (per Mcf)                    |  | $                  | 3.76       |                   |  | $    | 1.50      |      |  | $ | 3.48       |  |  | $ | 1.85       | 
|                                                | Oil (per barrel)                         |  | $                  | 30.64      |                   |  | $    | 25.50     |      |  | $ | 31.49      |  |  | $ | 23.90      | 
|                                                | Total natural gas equivalents
(per Mcfe) |  | $                  | 3.96       |                   |  | $    | 2.12      |      |  | $ | 3.75       |  |  | $ | 2.33       | 
|Expenses (per Mcfe):                            |                                          |  |                    |            |                   |  |      |           |      |  |   |            |  |  |   |           
|                                                | Depletion of oil & gas
properties        |  | $                  | 0.93       |                   |  | $    | 0.90      |      |  | $ | 0.93       |  |  | $ | 0.90       | 
|                                                | Lease operating expense                  |  | $                  | 0.21       |                   |  | $    | 0.27      |      |  | $ | 0.23       |  |  | $ | 0.30       | 
|                                                | Ad valorem and production
taxes          |  | $                  | 0.37       |                   |  | $    | 0.17      |      |  | $ | 0.36       |  |  | $ | 0.19       | 
|                                                | General and administrative
expense       |  | $                  | 0.22       |                   |  | $    | 0.30      |      |  | $ | 0.22       |  |  | $ | 0.32       | 

Quarters Ended September 30, 2003 and 2002

For the quarter ended September 30, 2003, Prima reported net income of
$6,593,000, or $0.50 per diluted share. These operating results compare to
third quarter 2002 net income of $1,026,000, or $0.08 per diluted share. Total
revenues increased by $10,797,000, from $7,432,000 in the third quarter of 2002
to $18,229,000 in the latest quarter. Total expenses, other than income taxes,
increased by $2,185,000, from $6,206,000 in the third quarter of 2002 to
$8,391,000 in the recent quarter. These year-over-year changes represent an
overall 145% increase in revenues and a 35% increase in expenses.

Oil and gas sales totaled $15,259,000 in the third quarter of 2003,
compared to $5,455,000 in the prior-year period, for a 180% increase. The
improvement was attributable to the combined effects of a 49% year-over-year
increase in production volumes and an 87% increase in average realized oil and
gas prices. During the recent quarter, natural gas accounted for 85% of
Primas total production and 81% of its oil and gas sales, compared to 78% and
55%, respectively, in the third quarter of 2002.

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Primas natural gas production increased by 63%, from 2,002,000 Mcf in the
third quarter last year to 3,272,000 Mcf in the latest quarter. Oil production
totaled approximately 97,000 barrels in the
third quarter of 2003, compared to 96,000 barrels in the same quarter of 2002,
for an increase of 1%. On an equivalent unit basis, production expanded from
2,577,000 Mcfe in the third quarter of 2002 to 3,852,000 Mcfe in the recent
quarter. This increase was due to Powder River Basin CBM operations, which
generated net gas production of 1,635,000 Mcf in the third quarter of 2003,
compared to 308,000 Mcf in the third quarter of 2002. CBM production is
primarily attributable to the Porcupine-Tuit property, which began producing
during the third quarter of 2002.

Average sales prices received for natural gas production were $3.76 per
Mcf in the third quarter of 2003 and $1.50 per Mcf in the 2002 quarter,
representing a year-over-year increase of $2.26 per Mcf, or 151%. Though
significantly improved year-over-year, Primas average price per Mcfe did not
increase as much as the CIG benchmark index, due to a greater component in 2003
of Powder River Basin CBM gas, which has higher transportation costs and lower
Btu content than gas produced from other properties. Average prices received
per barrel of oil were $30.64 in the recent quarter and $25.50 in the same
period last year, for an increase of $5.14 per barrel or 20%. On an energy
equivalent basis, the average price received was $3.96 per Mcfe in the latest
quarter compared to $2.12 per Mcfe in the prior year period. Hedging gains
included in oil and gas revenues for the third quarter of 2003 increased
average price realizations by $0.10 per Mcf of natural gas, $0.12 per barrel
and $0.09 per Mcfe. Hedging losses included in oil and gas revenues for the
third quarter of 2002 decreased average price realizations by $2.66 per barrel
of oil and $0.10 per Mcfe.

Third quarter 2003 revenues included $680,000 of net gains recognized on
ineffective hedges, which consisted of contracts for forward sales of NYMEX
natural gas, which dont qualify as effective cash flow hedges without
corresponding basis-differential hedges. In the third quarter of the prior
year, we reported net losses of $143,000 on similar transactions.

Depletion expense reported for the third quarter of 2003 was $3,599,000,
including $36,000 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 $236,000 and $202,000 for the third quarters
of 2003 and 2002, respectively.

Lease operating expenses (LOE) totaled $805,000 for the three months
ended September 30, 2003 compared to $685,000 for the three months ended
September 30, 2002, an increase of $120,000 or 18%. Additional costs were
largely attributable to new production from CBM wells. LOE decreased per
unit-of-production, from $0.27 per Mcfe in the third quarter of 2002 to $0.21
per Mcfe in recent quarter. The lower LOE per unit primarily reflected the
expanded production base in Wyoming over which field office expenses have been
spread since bringing the Porcupine-Tuit property on-line. Ad valorem and
other production taxes totaled $1,444,000 and $448,000 for the same periods, an
increase of $996,000. 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 properties in
Wyoming, where severance tax rates are higher than in Colorado. Total lifting
costs (LOE plus ad valorem and production taxes) were 15% of oil and gas
revenues and $0.58 per Mcfe during the third quarter of 2003, compared to 21%
and $0.44 per Mcfe in the same period in 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 and related costs are eliminated in consolidation. Oilfield
service revenues from third parties totaled $2,207,000 in

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the quarter ended
September 30, 2003 compared to $1,964,000 in the quarter ended September 30,
2002, for an increase of $243,000, or 12%. Costs of oilfield services provided
to third parties were $1,470,000
in third quarter of 2003 compared to $1,779,000 in same quarter last year,
for a decrease of $309,000, or 17%. Service fees and costs associated with
Prima-owned property interests represented 32% of the service companies
activities in 2003 compared to 22% in 2002. The 12% year-over-year increase in
reported revenues, despite the increased portion of work conducted on behalf of
Prima, reflected higher utilization and billing rates in response to greater
demand. The 17% reduction in costs reflected the increased amount eliminated
in consolidation, due to the greater portion of work performed for Prima, and a
change in the mix of activities conducted for Prima.

General and administrative expenses (G&A), net of third party
reimbursements and amounts capitalized, were $837,000 for the three months
ended September 30, 2003 compared to $772,000 for the three months ended
September 30, 2002. The $65,000 increase in net G&A was primarily due to
higher payroll taxes attributable to exercises of employee stock options.
Capitalized G&A totaled approximately $486,000 in both quarters.

Primas income tax provision was 33% of pre-tax income in the recent
quarter, compared to 17% in the prior years third quarter. The higher
effective rate in the current year was due to permanent differences that did
not increase proportionately with pre-tax income and the cessation of Section
29 tax credits at the end of 2002.

Nine Months Ended September 30, 2003 and 2002

For the nine months ended September 30, 2003, Prima reported net income of
$17,238,000, or $1.32 per diluted share, compared to net income of $2,294,000,
or $0.17 per diluted share, for the nine months ended September 30, 2002. Net
income for the first nine months of 2003 included an adjustment for the
cumulative effect of a change in accounting principle, in conjunction with
adoption of Statement of Financial Accounting Standards No. 143, which relates
to accounting for asset retirement obligations. Adoption of SFAS 143 resulted
in a non-cash, after-tax credit of $403,000 or $0.03 per diluted share,
reflecting the net historical effects of providing for estimated future costs
for abandonment of oil and gas properties and the impact on depletion expense
of incorporating estimated equipment salvage values.

Total revenues increased by $28,722,000, from $21,557,000 in the first
nine months of 2002 to $50,279,000 in the first nine months of 2003. Total
expenses, other than income taxes, increased by $6,231,000, from $18,923,000 in
the first nine months of 2002 to $25,154,000 in the recent period. These
year-over-year changes represent an overall 133% increase in revenues and a 33%
increase in expenses.

Revenues reported for the first nine months of 2003 included $1,986,000 of
net gains recognized on ineffective hedges, comprised of forward sales of NYMEX
natural gas. In the same period of the prior year, Prima reported net losses
of $2,780,000 on similar contracts, as mark-to-market gains recorded on open
positions at the end of 2001 were partially reversed upon subsequent
improvement in gas prices.

Oil and gas sales totaled $41,605,000 during the 2003 period, compared to
$17,460,000 in the 2002 period, for an increase of 138%. The
improvement was
attributable to the combined effects of a 48% year-over-year increase in
production volumes and a 61% increase in average prices realized per equivalent
unit of oil and gas production.

Primas net natural gas production during the first nine months of 2003
and 2002 totaled 9,378,000 Mcf and 5,834,000 Mcf, respectively, reflecting an
increase of 3,544,000 Mcf, or 61%. This improvement was attributable to
significant year over year increases in contributions from Powder River
Basin CBM properties. Net oil production was 285,000 barrels and 279,000
barrels during the

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same nine-month periods, representing a year-over-year
increase of 6,000 barrels or 2%. On an
equivalent unit basis, Primas production increased from 7,507,000 Mcfe in
the first nine months of 2002 to 11,088,000 Mcfe during the same period in
2003.

The average price received for our natural gas production during the nine
months ended September 30, 2003 was $3.48 per Mcf, compared to $1.85 per Mcf in
the nine months ended September 30, 2002, representing an increase of $1.63 or
88%. Average prices received for oil during the same periods were $31.49 and
$23.90 per barrel, respectively, for a year-over-year increase of $7.59 or 32%.
On an Mcf equivalent basis, the average price received for our production was
$3.75 for the nine months ended September 30, 2003 compared to $2.33 in the
nine months ended September 30, 2002. Gains and losses on hedges included in
oil and gas revenues for the first nine months of 2003 had the effect of
decreasing the average price realized per Mcf of natural gas by $0.01,
increasing the average price realized per barrel of oil by $0.18, with no net
impact on the price realized per Mcfe. Hedging losses included in oil and gas
revenues for the first nine months of 2002 decreased average price realizations
by $1.48 per barrel of oil and $0.05 per Mcfe.

Depletion expense for oil and gas properties was $10,358,000 during the
first nine months of 2003, including $101,000 of accretion expense for
estimated future asset retirement obligations. 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 totaled $798,000 and $846,000 in the first
nine months of 2003 and 2002, respectively.

Lease operating expenses declined from an average $0.30 per Mcfe in the
nine months ended September 30, 2002 to an average $0.23 per Mcfe in the nine
months ended September 30, 2003, due primarily to the impact of production at
Porcupine-Tuit. Production taxes were $0.36 and $0.19 per Mcfe in the 2003 and
2002 nine-month periods, respectively, reflecting higher product prices in 2003
and an increased proportion of sales derived from Wyoming. Total lifting costs
were 16% of oil and gas revenues and $0.60 per Mcfe for the first nine months
of 2003, compared to 21% and $0.49 per Mcfe for the same 2002 period.

Oilfield service revenues from third parties declined by 1%, from
$6,403,000 in the first nine months of 2002 to $6,335,000 during the latest
nine-month period. Related oilfield service costs were $4,917,000 in the nine
months ended September 30, 2003, compared to $5,258,000 for the same period of
2002, a decrease of $341,000 or 6%. For the nine months ended September 30,
2003, 24% of fees billed by the service companies were for Prima-owned property
interests, compared to 16% for the nine months ended September 30, 2002. An
overall increase in billings was approximately offset by greater amounts
related to Prima wells. Reported costs declined as a result of the increased
portion eliminated in consolidation.

General and administrative expenses, net of third party reimbursements and
amounts capitalized, totaled $2,471,000 for the nine months ended September 30,
2003 compared to $2,388,000 for the nine months ended September 30, 2002.
Higher personnel costs were partially offset by increased reimbursements from
third parties.

Primas income tax provision was 33% of pre-tax income in the recent
nine-month period, compared to 13% in the prior years comparable period, due
to permanent differences that did not increase proportionately with pre-tax
income and the cessation of Section 29 tax credits at the end of 2002.

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Recent Accounting Pronouncements

In September 2002, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards (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 SFAS 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 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 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.

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity to
improve the accounting for certain financial instruments that, under previous
guidance, issuers could account for as equity. SFAS No. 150 requires that
those instruments be classified as liabilities in statements of financial
position. SFAS No. 150 does not apply to features embedded in a financial
instrument that is not a derivative in its entirety. In addition to its
requirements for the classification and measurement of financial instruments
within its scope, SFAS No. 150 also requires disclosures about alternative ways
of settling the instruments and the capital structure of entities, all of whose
shares are mandatorily redeemable. Most of the guidance in Statement 150 is
effective for all financial instruments entered into or modified after May 31,
2003, and otherwise is effective at the beginning of the first interim period
beginning after June 15, 2003. As we have no such financial instruments, we do
not anticipate any impact on our financial position or results of operations
upon adoption.

The FASB is currently engaged in discussions regarding the application of
certain provisions of SFAS No. 141, Business Combinations, and SFAS No. 142,
Goodwill and Other Intangible Assets, to companies in the extractive
industries, including oil and gas companies. The FASB is considering whether
the provisions of SFAS No. 141 and SFAS No.142 require registrants to classify
costs associated with mineral rights, including both proved and unproved lease
acquisition costs, as intangible assets in the balance sheet, apart from other
capitalized oil and gas property costs, and provide specific footnote
disclosures. Historically, Prima has included oil and gas lease acquisition
costs as a component of oil and gas properties. In the event the FASB
determines that costs associated with mineral rights are required to be
classified as intangible assets, a portion of our oil and gas property costs
incurred since the June 30, 2001 effective date of SFAS Nos. 141 and 142 would
be separately classified on our balance sheets as intangible assets. However,
our results of operations would not be affected since such intangible assets
would continue to be depleted and assessed for impairment in accordance with
full cost accounting rules.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our primary market risks relate to changes in prices received on 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. To the extent that we hedge 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 oil and gas
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 Unaudited 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.

Prima realized net settlement gains totaling $213,000 on derivatives
positions closed out during October 2003. At the close of business on October
31, 2003, open derivatives instruments (all relating to crude oil) showed net
unrealized gains aggregating $76,000, as follows:

|                       |                      |       |        |        |               |        |          |       |            |       |  |  |   |        |        |  | 
|---------------------- | -------------------- | ----- | ------ | ------ | ------------- | ------ | -------- | ----- | ---------- | ----- |  |  | - | ------ | ------ |  | 
|                       |                      |       | Market |        | Total Volumes |        | Contract |       | Unrealized
|Time
Period            |                      | Index |        | (Bbls) |               | Price  |          | Gains
|                       |                      |       |        |        |               |        |          |      
|                       | December 2003        |       | NYMEX  |        |               | 15,000 |          |       | $          | 30.64 |  |  | $ | 23,000 |       
|                       | January -
March 2004 |       | NYMEX  |        |               | 45,000 |          |       |            | 29.75 |  |  |   | 53,000 |       
|                       |                      |       |        |        |               |        |          |       |            |       |  |  |   |        |        | 
|Total Unrealized
Gains |                      |       |        |        |               |        |          |       |            |       |  |  |   | $      | 76,000 | 
|                       |                      |       |        |        |               |        |          |       |            |       |  |  |   |        |        | 

Certain additional 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.

During the first nine months of 2003 Prima sold 285,000 barrels of oil. A
hypothetical decrease of $3.13 per barrel (10% of average prices for the period
excluding hedging transactions) would have decreased our production revenues by
$892,000 for that period. Prima sold 9,378,000 Mcf of natural gas during the
first nine months of 2003. A hypothetical decrease of $0.35 per Mcf (10% of
average prices

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##### Table of Contents



for the period excluding hedging transactions) would have decreased our
production revenues by $3,282,000 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-15(e) and 15d-15(e) of the Securities Exchange
Act of 1934, as amended, as of the end of the period covered by this report
(the Evaluation Date). Based upon their evaluation, the principal executive
officer and principal financial officer concluded that, as of the Evaluation
Date, Primas disclosure controls and procedures were effective. During
Primas most recent quarter, there were no significant changes in Primas
internal control over financial reporting that have materially affected, or are
reasonably likely to materially affect Primas internal control over financial
reporting.




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, target,
estimate or project 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 September
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 September 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 September 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 September 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.)                                                                                                                                                                                                                                                                                                                                             
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|31.1        |  | Certification of the Chief Executive Officer pursuant to § 302 of
the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                               

25



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|            |  |                                                                                                                                           
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Document                                                                                                                                  
|31.2        |  | Certification of the Chief Financial Officer pursuant to § 302 of
the Sarbanes-Oxley Act of 2002.                                         
|            |  |                                                                                                                                           
|32.1        |  | 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.
|            |  |                                                                                                                                           
|32.2        |  | 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 September 30, 2003, the Company filed the
following report on Form 8-K:



| |  | Report dated July 31, 2003, reporting second quarter 2003 financial
results and providing an update of operating activities and commodity
hedging transactions.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

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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 November 12, 2003 |  | By                                                   | /s/ Richard H. Lewis
|                       |  |                                                      |                     
|                       |  | Richard H. Lewis,                                   
|                       |  | President and Chief Executive Officer               
|                       |  |                                                      |                     
|Date November 12, 2003 |  | By                                                   | /s/ Neil L. Stenbuck
|                       |  |                                                      |                     
|                       |  | Neil L. Stenbuck,                                   
|                       |  | Executive Vice President and Chief Financial Officer

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##### Table of Contents






EXHIBIT INDEX

|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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 September
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 September 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 September 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 September 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.)                                                                                                                                                                                                                                                                                                                                             
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|31.1        |  | Certification of the Chief Executive Officer pursuant to § 302 of
the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                               





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##### Table of Contents



|            |  |                                                                                                                                           
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Document                                                                                                                                  
|31.2        |  | Certification of the Chief Financial Officer pursuant to § 302 of
the Sarbanes-Oxley Act of 2002.                                         
|            |  |                                                                                                                                           
|32.1        |  | 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.
|            |  |                                                                                                                                           
|32.2        |  | 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.