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<SEC-DOCUMENT>0000000000-05-043708.txt : 20061107
<SEC-HEADER>0000000000-05-043708.hdr.sgml : 20061107
<ACCEPTANCE-DATETIME>20050824104158
<PRIVATE-TO-PUBLIC>
ACCESSION NUMBER:		0000000000-05-043708
CONFORMED SUBMISSION TYPE:	UPLOAD
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20050824

FILED FOR:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PRIMEENERGY CORP
		CENTRAL INDEX KEY:			0000056868
		STANDARD INDUSTRIAL CLASSIFICATION:	CRUDE PETROLEUM & NATURAL GAS [1311]
		IRS NUMBER:				840637348
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		UPLOAD

	BUSINESS ADDRESS:	
		STREET 1:		ONE LANDMARK SQ
		CITY:			STAMFORD
		STATE:			CT
		ZIP:			06901
		BUSINESS PHONE:		2033585700

	MAIL ADDRESS:	
		STREET 1:		ONE LANDMARK SQ
		CITY:			STAMFORD
		STATE:			CT
		ZIP:			06901

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	KRM PETROLEUM CORP
		DATE OF NAME CHANGE:	19900614
</SEC-HEADER>
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
								August 24, 2005



Ms. Beverly A. Cummings
Chief Financial Officer
PrimeEnergy Corporation
One Landmark Square
Stamford, Connecticut  06901


	Re:	PrimeEnergy Corporation
		Form 10-K for Fiscal Year Ended December 31, 2004
Filed April 6, 2005
		Forms 10-Q for Fiscal Quarters Ended March 31, 2005 and
      June 30, 2005
      Filed May 17, 2005 and August 15, 2005
		File No. 0-07406


Dear Ms. Cummings:

      We have reviewed your filing and have the following
comments.
We have limited our review of your filing to those issues we have
addressed in our comments.  Please provide a written response to
our
comments.  Please be as detailed as necessary in your explanation.
In
some of our comments, we may ask you to provide us with
information so
we may better understand your disclosure.  After reviewing this
information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.


Form 10-K for the Fiscal Year Ended December 31, 2004

Reserves, page 12

1. Please reconcile the amounts reported as Future Net Revenue and
Present Value of Future Net Revenue to the information reported in
your Standardized Measure on page F-20.   It appears that these
measures represent non-GAAP measures.  Please provide all
disclosure
required by Item 10(e) of Regulation S-K.

Selected Financial Data, page F-15

2. Revise to disclose all statement of cash flow measures to
provide
investors with a more balanced presentation.  Refer to FRC 202.03.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 15

Critical Accounting Estimates

3. We note that your  Management`s Discussion and Analysis
discussion
does not include disclosure about those critical accounting
estimates
that you consider material due to the levels of subjectivity and
judgment necessary to account for highly uncertain matters and
that
materially impact your financial condition or operating
performance.
Please expand your Management`s Discussion and Analysis to include
disclosures that refer to specific accounting estimates and the
assumptions and uncertainties underlying such estimates.  Explain
how
the assumptions that you have made compare to other assumptions
that
could have reasonably been made, under the circumstances, and to
address the specific uncertainties that are reasonably likely to
give
rise to material effects in the course of resolution.  Please
provide
information about the quality and potential variability of your
earnings and cash flow so that investors may ascertain the extent
to
which your reported financial information is indicative of your
future
results.  We generally find that disclosures including both
sensitivity analyses and discussions of historical experience in
making the critical estimates are effective in meeting this
Management`s Discussion and Analysis objective.  In your expanded
discussion, specifically address your commitment to offer to
repurchase the limited partners` interest in certain of the
Partnerships for which you are the managing general partner.
Please
refer to the guidance in FRC Section 501.14 if you require further
clarification.


Consolidated Statements of Cash Flows, page F-5

4. Please explain why the amount reported in the line item dry
hole
and abandonment costs as a reconciling item from net income to
operating cash flows is the same as the amount reported on your
consolidated statements of operations as exploration expense.
Specifically address in your response Item II.F.8(b) at the
Division
of Corporation Finance`s:  Frequently Requested Accounting and
Financial Reporting Interpretations and Guidance which can be
located
at our website at:
http://www.sec.gov/divisions/corpfin/guidance/cfactfaq.htm.

Note 1. Description of Operations and Significant Accounting
Policies,
page F-8

Consolidation and Presentation, page F-8

5. We understand from your disclosure at page F-14 that you are
the
managing general partner of certain affiliated Partnerships and
that
you are responsible for all Partnership activities, including the
review and analysis of oil and gas properties for acquisition, the
drilling of development wells and the production and sale of oil
and
gas from productive wells.   We note further that you provide the
administration, accounting and tax preparation work for the
Partnerships and are liable for all debts and liabilities of the
affiliated Partnerships, to the extent that the assets of a given
limited Partnership are not sufficient to satisfy its obligations.
It
appears from your policy disclosure that you use the proportionate
consolidation method to report your interest in the Partnerships.
Please support your decision to apply the proportionate
consolidation
method despite your role as managing general partner.  Refer to
EITF
00-1.

6. Please explain why you use the proportionate consolidation
method
to consolidate your subsidiaries.  Refer to EITF 00-1.

Property and equipment, page F-9.

7. We note your disclosure that you amortized oil and gas
production
equipment over proved recoverable reserves.  Please explain how
this
complies with paragraph 35 of SFAS 19.

Note 7. Contingent Liabilities, page F-14

8. Please expand your disclosure to describe your accounting
treatment
of the guarantees of all debt and liabilities of the affiliated
Partnerships.

9. Please describe to us in more detail how you account for your
commitment to offer to purchase the limited partners` interest in
certain of the managed Partnerships at various annual intervals.
Quantify, for each period included in your financial statements,
the
amounts paid to the limited partners and the additional interests
purchased.  In your response, clarify to us the meaning of your
statement that "based upon historical production rates and prices,
management estimates that if all such offers were to be accepted,
the
maximum annual future purchase commitment would be approximately
$500,000."  Provide the terms of the agreements to clearly explain
the
manner by which the contingent liability is determined and the
length
of time you will be subject to such liability.

Note 12. Restricted Cash and Cash Equivalents, page F-17

10. We understand that you report unclaimed royalty payments as
restricted cash and cash equivalents with a corresponding accounts
payable at December 31, 2004 and 2003.  Please explain to us in
more
detail how you account for royalty payments.  Please explain why
these
amounts remain outstanding on your balance sheet and the extent to
which you have considered and whether or not escheatment laws
apply.

Exhibits 31.1 and 31.2

11. We note the certifications you provide appear to be
inconsistent
with the requirements of Item 601(b)(31) of Regulation S-K.  As
such,
it appears you may need to revise the language of paragraphs 4,
4(a),
4(b), 4(c), 5, 5(a), 5(b) and 6 of the certifications.  This
comment
also applies to your Forms 10-Q for the quarterly periods ended
March
31, 2005 and June 30, 2005.

Form 10-Q for the Fiscal Quarter Ended March 31, 2005

Financial Statements

Recently Issued Accounting Pronouncements

12. Please address the impact of the adoption of EITF Issue 04-5:
Determining Whether a General Partner, or the General Partners as
a
Group, Controls a Limited Partnership or Similar Entity When the
Limited Partners Have Certain Rights.

Closing Comments

       Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provides any
requested information.  Detailed letters greatly facilitate our
review.  Please understand that we may have additional comments
after
reviewing your responses to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Exchange
Act of
1934 and that they have provided all information investors require
for
an informed investment decision.  Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.

	In connection with responding to our comments, please
provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal
securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in our review of your filing or in response
to
our comments on your filing.

      You may contact Regina Balderas, Staff Accountant, at (202)
551-
3722 if you have questions regarding comments on the financial
statements and related matters.  Please contact me at (202) 551-
3683
with any other questions.

								Sincerely,



								Jill S. Davis
								Branch Chief

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Ms. Beverly A. Cummings
PrimeEnergy Corporation
August 24, 2005
page 1




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010


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