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<SEC-DOCUMENT>0000000000-06-013183.txt : 20061107
<SEC-HEADER>0000000000-06-013183.hdr.sgml : 20061107
<ACCEPTANCE-DATETIME>20060320095040
<PRIVATE-TO-PUBLIC>
ACCESSION NUMBER:		0000000000-06-013183
CONFORMED SUBMISSION TYPE:	UPLOAD
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20060320

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>
								March 17, 2006



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


	Re:	PrimeEnergy Corporation
		Form 10-K for Fiscal Year Ended December 31, 2004
Filed April 6, 2005
      File No. 001-15006


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.  Where indicated, we think you
should revise your document in response to these comments.  If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  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

General

1. Please submit your response letters under this heading in
electronic format on Edgar as Correspondence as required by Rule
101(a)(1)(iii) of Regulation S-T.  This comment applies to all
correspondence between you and the staff.

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 comment two.  Please expand
your analysis to specifically address FIN 46-R.  You are welcome
to
contact us at your earliest convenience.

Note 7. Contingent Liabilities, page F-14

3. We have reviewed your response to prior comment number seven.
Please address each of the following with respect to your
obligations
to certain partnerships as the general partner:

* Please clarify whether or not your estimate of liabilities
includes
asset retirement obligations.  We note your disclosure refers to
liabilities in the context of expenses incurred to date for
remediation and compliance with laws and regulations.

* Please tell us whether or not you considered the guidance in FIN
45
and SFAS 150 when determining how to account for your commitment
to
offer to purchase the limited partner interests in certain of your
managed partnerships.

* Please expand your analysis to address the total future purchase
commitment rather than the expected annual commitment.

* Please indicate whether or not the amount you are required to
offer
for the limited partner interest represents fair value at the time
of
the purchase.



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 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 Cummings
PrimeEnergy Corporation
March 17, 2006
Page 2




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, NE
WASHINGTON, D.C. 20549-7010

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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