-----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,
 Gx0kpFx0hnr/v6LkZxoDgtS0wXjI9HfZ51N6ZLRhL02ETkPzKPOlEowpyQGPX2vO
 21TnRCUTVHp+V8ZmAuqxvA==

<SEC-DOCUMENT>0000895345-07-000135.txt : 20070213
<SEC-HEADER>0000895345-07-000135.hdr.sgml : 20070213
<ACCEPTANCE-DATETIME>20070212215040
ACCESSION NUMBER:		0000895345-07-000135
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20070131
FILED AS OF DATE:		20070212
DATE AS OF CHANGE:		20070212

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			GOLDMAN SACHS MANAGEMENT GP GMBH
		CENTRAL INDEX KEY:			0001232073

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-07406
		FILM NUMBER:		07605636

	BUSINESS ADDRESS:	
		STREET 1:		MESSETURM 60308
		STREET 2:		FRANKFURT AM MAIN
		CITY:			GERMANY
		STATE:			2M
		ZIP:			00000

	MAIL ADDRESS:	
		STREET 1:		MESSETURM 60308
		STREET 2:		FRANKFURT AM MAIN
		CITY:			GERMANY
		STATE:			2M
		ZIP:			00000

ISSUER:		

	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

	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

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			GOLDMAN SACHS & CO
		CENTRAL INDEX KEY:			0000769993
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			1127

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-07406
		FILM NUMBER:		07605640

	BUSINESS ADDRESS:	
		STREET 1:		85 BROAD ST
		STREET 2:		C/O GOLDMAN SACHS & CO
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10004
		BUSINESS PHONE:		2129021000

	MAIL ADDRESS:	
		STREET 1:		85 BROAD STREET
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10004

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			GOLDMAN SACHS GROUP INC/
		CENTRAL INDEX KEY:			0000886982
		STANDARD INDUSTRIAL CLASSIFICATION:	SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211]
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1124

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-07406
		FILM NUMBER:		07605641

	BUSINESS ADDRESS:	
		STREET 1:		85 BROAD ST
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10004
		BUSINESS PHONE:		2129021000

	MAIL ADDRESS:	
		STREET 1:		85 BROAD ST
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10004

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			GSCP V OFFSHORE ADVISORS LLC
		CENTRAL INDEX KEY:			0001359610
		STATE OF INCORPORATION:			DE

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-07406
		FILM NUMBER:		07605638

	BUSINESS ADDRESS:	
		STREET 1:		85 BROAD STREET
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10004
		BUSINESS PHONE:		212-902-1000

	MAIL ADDRESS:	
		STREET 1:		85 BROAD STREET
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10004

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			GS CAPITAL PARTNERS V OFFSHORE FUND LP
		CENTRAL INDEX KEY:			0001359612
		STATE OF INCORPORATION:			E9

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-07406
		FILM NUMBER:		07605634

	BUSINESS ADDRESS:	
		STREET 1:		85 BROAD STREET
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10004
		BUSINESS PHONE:		212-902-1000

	MAIL ADDRESS:	
		STREET 1:		85 BROAD STREET
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10004

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			GS CAPITAL PARTNERS V FUND LP
		CENTRAL INDEX KEY:			0001359613
		STATE OF INCORPORATION:			DE

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-07406
		FILM NUMBER:		07605635

	BUSINESS ADDRESS:	
		STREET 1:		85 BROAD STREET
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10004
		BUSINESS PHONE:		212-902-1000

	MAIL ADDRESS:	
		STREET 1:		85 BROAD STREET
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10004

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			GS ADVISORS V LLC
		CENTRAL INDEX KEY:			0001359614
		STATE OF INCORPORATION:			DE

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-07406
		FILM NUMBER:		07605637

	BUSINESS ADDRESS:	
		STREET 1:		85 BROAD STREET
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10004
		BUSINESS PHONE:		212-902-1000

	MAIL ADDRESS:	
		STREET 1:		85 BROAD STREET
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10004

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			GS CAPITAL PARTNERS V GmbH & CO KG
		CENTRAL INDEX KEY:			0001359670
		STATE OF INCORPORATION:			2M

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-07406
		FILM NUMBER:		07605633

	BUSINESS ADDRESS:	
		STREET 1:		85 BROAD STREET
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10004
		BUSINESS PHONE:		212-902-1000

	MAIL ADDRESS:	
		STREET 1:		85 BROAD STREET
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10004

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			GSCP V ADVISORS, LLC
		CENTRAL INDEX KEY:			0001359609
		STATE OF INCORPORATION:			DE

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-07406
		FILM NUMBER:		07605639

	BUSINESS ADDRESS:	
		STREET 1:		85 BROAD STREET
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10004
		BUSINESS PHONE:		212-902-1000

	MAIL ADDRESS:	
		STREET 1:		85 BROAD STREET
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10004
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>rs3-primeenergy_gsgroupex.xml
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0202</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2007-01-31</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0000056868</issuerCik>
        <issuerName>PRIMEENERGY CORP</issuerName>
        <issuerTradingSymbol>PNRG</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0000886982</rptOwnerCik>
            <rptOwnerName>GOLDMAN SACHS GROUP INC/</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>85 BROAD STREET</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>NEW YORK</rptOwnerCity>
            <rptOwnerState>NY</rptOwnerState>
            <rptOwnerZipCode>10004</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0000769993</rptOwnerCik>
            <rptOwnerName>GOLDMAN SACHS &amp; CO</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>85 BROAD STREET</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>NEW YORK</rptOwnerCity>
            <rptOwnerState>NY</rptOwnerState>
            <rptOwnerZipCode>10004</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001359609</rptOwnerCik>
            <rptOwnerName>GSCP V ADVISORS, LLC</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>85 BROAD STREET</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>NEW YORK</rptOwnerCity>
            <rptOwnerState>NY</rptOwnerState>
            <rptOwnerZipCode>10004</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001359610</rptOwnerCik>
            <rptOwnerName>GSCP V OFFSHORE ADVISORS LLC</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>85 BROAD STREET</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>NEW YORK</rptOwnerCity>
            <rptOwnerState>NY</rptOwnerState>
            <rptOwnerZipCode>10004</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001359614</rptOwnerCik>
            <rptOwnerName>GS ADVISORS V LLC</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>85 BROAD STREET</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>NEW YORK</rptOwnerCity>
            <rptOwnerState>NY</rptOwnerState>
            <rptOwnerZipCode>10004</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001232073</rptOwnerCik>
            <rptOwnerName>GOLDMAN SACHS MANAGEMENT GP GMBH</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>MESSETURM 60308</rptOwnerStreet1>
            <rptOwnerStreet2>FRANKFURT AM MAIN</rptOwnerStreet2>
            <rptOwnerCity>GERMANY</rptOwnerCity>
            <rptOwnerState>2M</rptOwnerState>
            <rptOwnerZipCode>00000</rptOwnerZipCode>
            <rptOwnerStateDescription>GERMANY</rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001359613</rptOwnerCik>
            <rptOwnerName>GS CAPITAL PARTNERS V FUND LP</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>85 BROAD STREET</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>NEW YORK</rptOwnerCity>
            <rptOwnerState>NY</rptOwnerState>
            <rptOwnerZipCode>10004</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001359612</rptOwnerCik>
            <rptOwnerName>GS CAPITAL PARTNERS V OFFSHORE FUND LP</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>85 BROAD STREET</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>NEW YORK</rptOwnerCity>
            <rptOwnerState>NY</rptOwnerState>
            <rptOwnerZipCode>10004</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001359670</rptOwnerCik>
            <rptOwnerName>GS CAPITAL PARTNERS V GmbH &amp; CO KG</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>85 BROAD STREET</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>NEW YORK</rptOwnerCity>
            <rptOwnerState>NY</rptOwnerState>
            <rptOwnerZipCode>10004</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Common Stock, par value $0.10 per share</value>
                <footnoteId id="F4"/>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>624193</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>See</value>
                    <footnoteId id="F1"/>
                    <footnoteId id="F2"/>
                </natureOfOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
    </nonDerivativeTable>

    <derivativeTable>
        <derivativeHolding>
            <securityTitle>
                <value>Obligation to pay sale proceeds</value>
                <footnoteId id="F3"/>
            </securityTitle>
            <conversionOrExercisePrice>
                <value>0</value>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F3"/>
            </exerciseDate>
            <expirationDate>
                <footnoteId id="F3"/>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock, par value $0.10 per share</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>592345</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>See</value>
                    <footnoteId id="F1"/>
                    <footnoteId id="F2"/>
                </natureOfOwnership>
            </ownershipNature>
        </derivativeHolding>
    </derivativeTable>

    <footnotes>
        <footnote id="F1">For text of Footnote 1, see Exhibit 99.1.</footnote>
        <footnote id="F2">For text of Footnote 2, see Exhibit 99.1.</footnote>
        <footnote id="F3">For text of Footnote 3, see Exhibit 99.1.</footnote>
        <footnote id="F4">For text of Footnote 4, see Exhibit 99.1.</footnote>
    </footnotes>

    <ownerSignature>
        <signatureName>See Exhibit 99.2</signatureName>
        <signatureDate>2007-02-12</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>poa.txt
<TEXT>
                                                                 Exhibit 24


                             POWER OF ATTORNEY


     KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, INC.
(the "Company") does hereby make, constitute and appoint each of Roger S.
Begelman, Yvette Kosic, Andrea Louro DeMar, John M. O'Rourke, Felicia J.
Rector, Michael T. Seeley, and Stephen Wong, (and any other employee of The
Goldman Sachs Group, Inc. or one of its affiliates designated in writing by
one of the attorneys-in-fact), acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf whether the
Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange
Act of 1934, (as amended, the "Act"), with respect to securities which may
be deemed to be beneficially owned by the Company under the Act, giving and
granting unto each said attorney-in-fact power and authority to act in the
premises as fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do
or cause to be done by virtue hereof.

     THIS POWER OF ATTORNEY shall remain in full force and effect until
either revoked in writing by the undersigned or until such time as the
person or persons to whom power of attorney has been hereby granted
cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its
affiliates.

     IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of May 23, 2006.


THE GOLDMAN SACHS GROUP, INC.


By:/s/ Gregory K. Palm
   ------------------------------------
Name:  Gregory K. Palm
Title: Executive Vice President and General Counsel

<PAGE>

                             POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. (the
"Company") does hereby make, constitute and appoint each of Roger S.
Begelman, Yvette Kosic, Andrea Louro DeMar, John M. O'Rourke, Felicia J.
Rector, Michael T. Seeley, and Stephen Wong, (and any other employee of The
Goldman Sachs Group, Inc. or one of its affiliates designated in writing by
one of the attorneys-in-fact), acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf whether the
Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange
Act of 1934, (as amended, the "Act"), with respect to securities which may
be deemed to be beneficially owned by the Company under the Act, giving and
granting unto each said attorney-in-fact power and authority to act in the
premises as fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do
or cause to be done by virtue hereof.

     THIS POWER OF ATTORNEY shall remain in full force and effect until
either revoked in writing by the undersigned or until such time as the
person or persons to whom power of attorney has been hereby granted
cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its
affiliates.

     IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of June 26, 2006.


GOLDMAN, SACHS & CO.


By:/s/ Gregory K. Palm
   ------------------------------------
Name:  Gregory K. Palm
Title: Managing Director

<PAGE>

                             POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS V GmbH &
CO. KG (the "Company") does hereby make, constitute and appoint each of
Roger S. Begelman, Yvette Kosic, Andrea Louro DeMar, John M. O'Rourke,
Felicia J. Rector, Michael T. Seeley, and Stephen Wong (and any other
employee of The Goldman Sachs Group, Inc. or one of its affiliates
designated in writing by one of the attorneys-in-fact), acting
individually, its true and lawful attorney-in-fact, to execute and deliver
in its name and on its behalf whether the Company is acting individually or
as representative of others, any and all filings required to be made by the
Company under the Securities Exchange Act of 1934, (as amended, the "Act"),
with respect to securities which may be deemed to be beneficially owned by
the Company under the Act, giving and granting unto each said
attorney-in-fact power and authority to act in the premises as fully and to
all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and
confirming all that said attorney-in-fact shall lawfully do or cause to be
done by virtue hereof.

     THIS POWER OF ATTORNEY shall remain in full force and effect until
either revoked in writing by the undersigned or until such time as the
person or persons to whom power of attorney has been hereby granted
cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its
affiliates.

     IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of April 12, 2006.


GS CAPITAL PARTNERS V GmbH & CO. KG
By:  GS Advisors V, L.L.C.,
     its Managing Limited Partner

By:     /s/ Adrian M. Jones
   ------------------------------------
    Name:   Adrian M. Jones
    Title:  Managing Director

<PAGE>

                             POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS that GSCP V ADVISORS, L.L.C. (the
"Company") does hereby make, constitute and appoint each of Roger S.
Begelman, Yvette Kosic, Andrea Louro DeMar, John M. O'Rourke, Felicia J.
Rector, Michael T. Seeley, and Stephen Wong (and any other employee of The
Goldman Sachs Group, Inc. or one of its affiliates designated in writing by
one of the attorneys-in-fact), acting individually, its true and lawful
attorney-in-fact, to execute and deliver in its name and on its behalf
whether the Company is acting individually or as representative of others,
any and all filings required to be made by the Company under the Securities
Exchange Act of 1934, (as amended, the "Act"), with respect to securities
which may be deemed to be beneficially owned by the Company under the Act,
giving and granting unto each said attorney-in-fact power and authority to
act in the premises as fully and to all intents and purposes as the Company
might or could do if personally present by one of its authorized
signatories, hereby ratifying and confirming all that said attorney-in-fact
shall lawfully do or cause to be done by virtue hereof.

     THIS POWER OF ATTORNEY shall remain in full force and effect until
either revoked in writing by the undersigned or until such time as the
person or persons to whom power of attorney has been hereby granted
cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its
affiliates.

     IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of April 12, 2006.


GSCP V ADVISORS, L.L.C.


By:     /s/ Adrian M. Jones
   ------------------------------
Name:   Adrian M. Jones
Title:  Managing Director

<PAGE>

                             POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS that GSCP V OFFSHORE ADVISORS,
L.L.C. (the "Company") does hereby make, constitute and appoint each of
Roger S. Begelman, Yvette Kosic, Andrea Louro DeMar, John M. O'Rourke,
Felicia J. Rector, Michael T. Seeley, and Stephen Wong (and any other
employee of The Goldman Sachs Group, Inc. or one of its affiliates
designated in writing by one of the attorneys-in-fact), acting
individually, its true and lawful attorney-in-fact, to execute and deliver
in its name and on its behalf whether the Company is acting individually or
as representative of others, any and all filings required to be made by the
Company under the Securities Exchange Act of 1934, (as amended, the "Act"),
with respect to securities which may be deemed to be beneficially owned by
the Company under the Act, giving and granting unto each said
attorney-in-fact power and authority to act in the premises as fully and to
all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and
confirming all that said attorney-in-fact shall lawfully do or cause to be
done by virtue hereof.

     THIS POWER OF ATTORNEY shall remain in full force and effect until
either revoked in writing by the undersigned or until such time as the
person or persons to whom power of attorney has been hereby granted
cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its
affiliates.

     IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of April 12, 2006.


GSCP V OFFSHORE ADVISORS, L.L.C.


By:     /s/ Adrian M. Jones
   -----------------------------
Name:   Adrian M. Jones
Title:  Managing Director

<PAGE>

                             POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS that GS ADVISORS V, L.L.C. (the
"Company") does hereby make, constitute and appoint each of Roger S.
Begelman, Yvette Kosic, Andrea Louro DeMar, John M. O'Rourke, Felicia J.
Rector, Michael T. Seeley, and Stephen Wong (and any other employee of The
Goldman Sachs Group, Inc. or one of its affiliates designated in writing by
one of the attorneys-in-fact), acting individually, its true and lawful
attorney-in-fact, to execute and deliver in its name and on its behalf
whether the Company is acting individually or as representative of others,
any and all filings required to be made by the Company under the Securities
Exchange Act of 1934, (as amended, the "Act"), with respect to securities
which may be deemed to be beneficially owned by the Company under the Act,
giving and granting unto each said attorney-in-fact power and authority to
act in the premises as fully and to all intents and purposes as the Company
might or could do if personally present by one of its authorized
signatories, hereby ratifying and confirming all that said attorney-in-fact
shall lawfully do or cause to be done by virtue hereof.

     THIS POWER OF ATTORNEY shall remain in full force and effect until
either revoked in writing by the undersigned or until such time as the
person or persons to whom power of attorney has been hereby granted
cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its
affiliates.

     IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of April 12, 2006.


GS ADVISORS V, L.L.C.


By:     /s/ Adrian M. Jones
   ------------------------------
Name:   Adrian M. Jones
Title:  Managing Director

<PAGE>

                             POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS MANAGEMENT GP
GmbH (the "Company") does hereby make, constitute and appoint each of Roger
S. Begelman, Yvette Kosic, John M. O'Rourke, Felicia J. Rector, Michael T.
Seeley, and Stephen Wong (and any other employee of The Goldman Sachs
Group, Inc. or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful
attorney-in-fact, to execute and deliver in its name and on its behalf
whether the Company is acting individually or as representative of others,
any and all filings required to be made by the Company under the Securities
Exchange Act of 1934, (as amended, the "Act"), with respect to securities
which may be deemed to be beneficially owned by the Company under the Act,
giving and granting unto each said attorney-in-fact power and authority to
act in the premises as fully and to all intents and purposes as the Company
might or could do if personally present by one of its authorized
signatories, hereby ratifying and confirming all that said attorney-in-fact
shall lawfully do or cause to be done by virtue hereof.

     THIS POWER OF ATTORNEY shall remain in full force and effect until
either revoked in writing by the undersigned or until such time as the
person or persons to whom power of attorney has been hereby granted
cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its
affiliates.

     IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of November 21, 2005.


GOLDMAN, SACHS MANAGEMENT GP GmbH


By:     /s/ John E. Bowman
   ------------------------------
Name:   John E. Bowman
Title:  Managing Director

<PAGE>

                             POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS V FUND,
L.P. (the "Company") does hereby make, constitute and appoint each of Roger
S. Begelman, Yvette Kosic, Andrea Louro DeMar, John M. O'Rourke, Felicia J.
Rector, Michael T. Seeley, and Stephen Wong (and any other employee of The
Goldman Sachs Group, Inc. or one of its affiliates designated in writing by
one of the attorneys-in-fact), acting individually, its true and lawful
attorney-in-fact, to execute and deliver in its name and on its behalf
whether the Company is acting individually or as representative of others,
any and all filings required to be made by the Company under the Securities
Exchange Act of 1934, (as amended, the "Act"), with respect to securities
which may be deemed to be beneficially owned by the Company under the Act,
giving and granting unto each said attorney-in-fact power and authority to
act in the premises as fully and to all intents and purposes as the Company
might or could do if personally present by one of its authorized
signatories, hereby ratifying and confirming all that said attorney-in-fact
shall lawfully do or cause to be done by virtue hereof.

     THIS POWER OF ATTORNEY shall remain in full force and effect until
either revoked in writing by the undersigned or until such time as the
person or persons to whom power of attorney has been hereby granted
cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its
affiliates.

     IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of April 12, 2006.


GS CAPITAL PARTNERS V FUND, L.P.
By:  GSCP V Advisors, L.L.C.,
     its General Partner

By:     /s/ Adrian M. Jones
   -----------------------------------
    Name:   Adrian M. Jones
    Title:  Managing Director

<PAGE>

                             POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS V OFFSHORE
FUND, L.P. (the "Company") does hereby make, constitute and appoint each of
Roger S. Begelman, Yvette Kosic, Andrea Louro DeMar, John M. O'Rourke,
Felicia J. Rector, Michael T. Seeley, and Stephen Wong (and any other
employee of The Goldman Sachs Group, Inc. or one of its affiliates
designated in writing by one of the attorneys-in-fact), acting
individually, its true and lawful attorney-in-fact, to execute and deliver
in its name and on its behalf whether the Company is acting individually or
as representative of others, any and all filings required to be made by the
Company under the Securities Exchange Act of 1934, (as amended, the "Act"),
with respect to securities which may be deemed to be beneficially owned by
the Company under the Act, giving and granting unto each said
attorney-in-fact power and authority to act in the premises as fully and to
all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and
confirming all that said attorney-in-fact shall lawfully do or cause to be
done by virtue hereof.

     THIS POWER OF ATTORNEY shall remain in full force and effect until
either revoked in writing by the undersigned or until such time as the
person or persons to whom power of attorney has been hereby granted
cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its
affiliates.

     IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of April 12, 2006.


GS CAPITAL PARTNERS V OFFSHORE FUND, L.P.
By:   GSCP V Offshore Advisors, L.L.C.,
      its General Partner

By:     /s/ Adrian M. Jones
   ----------------------------------
    Name:   Adrian M. Jones
    Title:  Managing Director

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>rs99_1.txt
<TEXT>
                                                               Exhibit 99.1


                                 FOOTNOTES
                                 ---------


(1)  This statement is being filed by The Goldman Sachs Group, Inc. ("GS
     Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GSCP V Advisors,
     L.L.C. ("GSCP Advisors"), GSCP V Offshore Advisors, L.L.C. ("GSCP
     Offshore Advisors"), GS Advisors V, L.L.C. ("GS Advisors"), Goldman,
     Sachs Management GP GmbH ("GS GmbH"), GS Capital Partners V Fund, L.P.
     ("GS Capital"), GS Capital Partners V Offshore Fund, L.P. ("GS
     Offshore"), GS Capital Partners V GmbH & Co. KG ("GS Germany"), and GS
     Capital Partners V Institutional, L.P. ("GS Institutional" and,
     together with GS Capital, GS Offshore and GS Germany, the "Funds"),
     McJ Holding LLC and McJ Holding Corporation (GS Group, Goldman Sachs,
     GSCP Advisors, GSCP Offshore Advisors, GS Advisors, GS GmbH, the
     Funds, McJ Holding LLC and McJ Holding Corporation, collectively, the
     "Reporting Persons"). Neither the present filing nor anything
     contained herein shall be construed as an admission that any Reporting
     Person constitutes a "person" for any purpose other than for
     compliance with Section 13(d) of the Securities Exchange Act of 1934,
     as amended (the "Exchange Act").

(2)  On January 31, 2007, the Funds indirectly acquired control of a
     majority of the shares of McJunkin Corporation through control of McJ
     Holding LLC, an entity which controls McJ Holding Corporation. McJ
     Holding Corporation owns 100% of the equity interests of McJunkin
     Corporation. McJunkin Corporation owns 623,521 shares of Common Stock,
     par value $0.10 per share of PrimeEnergy Corporation (the "Shares").

     GS Group is a Delaware corporation and holding company that (directly
     and indirectly through subsidiaries or affiliated companies or both)
     is a leading investment banking organization. Goldman Sachs, a New
     York limited partnership, is an investment banking firm and a member
     of the New York Stock Exchange and other national exchanges. Goldman
     Sachs also serves as the manager for GSCP Advisors, GSCP Offshore
     Advisors and GS Advisors and the investment manager for GS Capital, GS
     Offshore, GS Germany and GS Institutional. Goldman Sachs is
     wholly-owned, directly and indirectly, by GS Group. GSCP Advisors, a
     Delaware limited liability company, is the sole general partner of GS
     Capital. GSCP Offshore Advisors, a Delaware limited liability company,
     is the sole general partner of GS Offshore. GS Advisors, a Delaware
     limited liability company, is the sole managing limited partner of GS
     Germany and the sole general partner of GS Institutional. GS GmbH, a
     German company with limited liability, is the general partner of GS
     Germany. Each of GS Capital, a Delaware limited partnership, GS
     Offshore, a Cayman Islands exempted limited partnership, GS Germany, a
     German limited partnership, and GS Institutional, a Delaware limited
     partnership, was formed for the purpose of investing in equity,
     equity-related and similar securities or instruments, including debt
     or other securities or instruments with equity-like returns or an
     equity component.

     As of January 31, 2007, both GS Group and Goldman Sachs, may be deemed
     to beneficially own 672 shares of Common Stock, par value $0.10 per
     share of PrimeEnergy Corporation ("Common Stock") which were acquired
     in ordinary course trading activities. Accordingly, as of January 31,
     2007, both GS Group and Goldman Sachs may each be deemed to
     beneficially and indirectly own an aggregate of 624,193 shares of
     Common Stock. Each of Goldman Sachs and GS Group disclaims beneficial
     ownership of the securities owned by the Funds except to the extent of
     their pecuniary interest therein, if any. Each of the Reporting
     Persons other than Goldman Sachs and GS Group disclaims beneficial
     ownership of the shares of Common Stock directly owned by Goldman
     Sachs and GS Group.

     As of January 31, 2007, each of GS Capital and its sole general
     partner, GSCP Advisors, may be deemed to own beneficially and
     indirectly an aggregate of 328,596 shares of Common Stock by reason of
     McJunkin Corporation's beneficial ownership of 623,521 shares of
     Common Stock. Each of GS Capital and GSCP Advisors disclaims
     beneficial ownership of the securities reported herein except to the
     extent of its pecuniary interest therein, if any.

     As of January 31, 2007, each of GS Offshore and its sole general
     partner, GSCP Offshore Advisors, may be deemed to own beneficially and
     indirectly an aggregate of 169,598 shares of Common Stock by reason of
     McJunkin Corporation's beneficial ownership of 623,521 shares of
     Common Stock. Each of GS Offshore and GSCP Offshore Advisors disclaims
     beneficial ownership of the securities reported herein except to the
     extent of its pecuniary interest therein, if any.

     As of January 31, 2007, GS Institutional may be deemed to own
     beneficially and indirectly an aggregate of 112,857 shares of Common
     Stock by reason of McJunkin Corporation's beneficial ownership of
     623,521 shares of Common Stock. GS Institutional disclaims beneficial
     ownership of the securities reported herein except to the extent of
     its pecuniary interest therein, if any.

     As of January 31, 2007, GS Germany and its general partner, GS GmbH,
     may be deemed to own beneficially and indirectly an aggregate of
     13,094 shares of Common Stock by reason of McJunkin Corporation's
     beneficial ownership of 623,521 shares of Common Stock. Each of GS
     Germany and GS GmbH disclaims beneficial ownership of the securities
     reported herein except to the extent of its pecuniary interest
     therein, if any.

     As of January 31, 2007, GS Advisors, the sole managing limited partner
     of GS Germany and the sole general partner of GS Institutional, may be
     deemed to own beneficially and indirectly an aggregate of 125,951
     shares of Common Stock by reason of McJunkin Corporation's beneficial
     ownership of 623,521 shares of Common Stock. GS Advisors disclaims
     beneficial ownership of the securities reported herein except to the
     extent of its pecuniary interest therein, if any.

     As of January 31, 2007, each of McJ Holding LLC and McJ Holding
     Corporation may be deemed to own beneficially and indirectly an
     aggregate of 623,521 shares of Common Stock by reason of McJunkin
     Corporation's beneficial ownership of 623,521 shares of Common Stock.
     Each of McJ Holding LLC and McJ Holding Corporation disclaims
     beneficial ownership of the securities reported herein except to the
     extent of its pecuniary interest therein, if any.

(3)  Pursuant to the Merger Agreement, dated as of December 4, 2006 among
     McJunkin Corporation, McJ Holding Corporation and Hg Acquisition
     Corp., as amended (the "Merger Agreement"), upon a sale of Shares by
     McJunkin Corporation from and after January 31, 2007, McJunkin
     Corporation has an obligation to remit to those persons who were the
     record holders of shares of McJunkin Corporation immediately prior to
     the effective time of the Merger (as defined in the Merger Agreement)
     an amount equal to 95% of the after tax proceeds from such sale.

(4)  Due to the electronic system's limitation of 10 Reporting Persons per
     joint filing this statement is being filed in two separate filings.
     This is the first of two filings.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>4
<FILENAME>rs99_2.txt
<TEXT>
                                                               Exhibit 99.2


                                 SIGNATURES
                                 ----------

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.

Dated: February 12, 2007




THE GOLDMAN SACHS GROUP, INC.

By:  /s/ Yvette Kosic
   ------------------------------
Name:   Yvette Kosic
Title:  Attorney-in-fact


GOLDMAN, SACHS & CO.

By:  /s/ Yvette Kosic
   ------------------------------
Name:   Yvette Kosic
Title:  Attorney-in-fact


GSCP V ADVISORS, L.L.C.

By:  /s/ Yvette Kosic
   ------------------------------
Name:   Yvette Kosic
Title:  Attorney-in-fact


GSCP V OFFSHORE ADVISORS, L.L.C.

By:  /s/ Yvette Kosic
   ------------------------------
Name:   Yvette Kosic
Title:  Attorney-in-fact


GS ADVISORS V, L.L.C.

By:  /s/ Yvette Kosic
   ------------------------------
Name:   Yvette Kosic
Title:  Attorney-in-fact


GOLDMAN, SACHS MANAGEMENT GP GMBH

By:  /s/ Yvette Kosic
   ------------------------------
Name:   Yvette Kosic
Title:  Attorney-in-fact


GS CAPITAL PARTNERS V FUND, L.P.

By:  /s/ Yvette Kosic
   ------------------------------
Name:   Yvette Kosic
Title:  Attorney-in-fact


GS CAPITAL PARTNERS V OFFSHORE FUND, L.P.

By:  /s/ Yvette Kosic
   ------------------------------
Name:   Yvette Kosic
Title:  Attorney-in-fact


GS CAPITAL PARTNERS V GMBH & CO. KG

By:  /s/ Yvette Kosic
   ------------------------------
Name:   Yvette Kosic
Title:  Attorney-in-fact


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