-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 THq0Scfj1Ge2iEzAA4FaaHNnNfJAg098reBoovH/QsAwmOTWHSsBYachT7sGd4aJ
 +1NEzQjD0B5qLaq+qU8YKQ==

<SEC-DOCUMENT>0000000000-05-062189.txt : 20061107
<SEC-HEADER>0000000000-05-062189.hdr.sgml : 20061107
<ACCEPTANCE-DATETIME>20051214094429
<PRIVATE-TO-PUBLIC>
ACCESSION NUMBER:		0000000000-05-062189
CONFORMED SUBMISSION TYPE:	UPLOAD
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20051214

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>
								December 14, 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,
      June 30, 2005 and September 30, 2005
      Filed May 17, 2005, August 15, 2005 and November 14, 2005
		Response Letter Dated September 30, 2005
      File No. 0-07406


Dear Ms. Cummings:

      We have reviewed your response letter 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.

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

Consolidated Statements of Cash Flows, page F-5

1. We have reviewed your response to prior comment number four.
Please expand your response to provide your conclusion with
respect
to materiality.


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

Consolidation and Presentation, page F-8

2. We reviewed your responses to prior comments five and six.  We
understand that you support your decision to apply the
proportionate
consolidation method by reference to Discussion point four of EITF
Issue 00-1.  It appears, however, that you have not fully
addressed
our comment with regard to your role as managing general partner.
We, therefore, reissue prior comments five and six.  In your
response, describe the details of the partnership agreement, if
any,
that overcome a presumption of consolidation by you, as sole,
managing general partner in the affiliated Partnerships.  Please
consider EITF Issue 04-5, Statement of Position 78-9 and EITF
Issue
98-6.

Note 7. Contingent Liabilities, page F-14

3. We have reviewed your response to prior comment number eight.
Please clarify whether your analysis was performed by partnership
or
the aggregate of the partnerships.  We may have further comment.

Form 8-K Amendment No. 1, filed November 4, 2005

4. We understand from your Form 8-K, filed August 26, 2005, that
your
wholly-owned subsidiary contributed certain equipment and oil and
gas
properties in offshore Gulf of Mexico to FWOE Partners L.P. ("FWOE
Partners") in exchange for a 20% general partner interest in FWOE
Partners and a cash distribution of $42.9 million.  We note that
your
subsidiary, as general partner, created FWOE Partners with the
limited partner, TIFD III-X LLC ("TIFD"), an affiliate of GE
Commercial Finance Energy Financial Services.  Please address the
following:

* Describe your accounting treatment of your subsidiary`s
contribution and assignment of equipment and oil and gas
properties
to FWOE Partners.  Clarify whether the assets received by FWOE
Partners were recorded at historical cost or at fair value.

* Describe the accounting treatment of your indirect 20% general
partner interest in FWOE Partners.  In your response, provide
details
about your subsidiary`s role as general partner and the role of
TIFD,
as limited partner, that may have impacted your accounting policy.


* Indicate whether the pro forma effects related to the receipt of
your indirect 20% general partner interest is reflected in the pro
forma financial statements.  If not, please support your
conclusion
that this portion of the transaction does not impact the pro forma
financial statements.

Please cite any applicable accounting literature in your response.

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.

      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

??

??

??

??

Ms. Beverly A. Cummings
PrimeEnergy Corporation
December 14, 2005
page 1




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

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
