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<SEC-DOCUMENT>0000895345-09-000466.txt : 20090601
<SEC-HEADER>0000895345-09-000466.hdr.sgml : 20090601
<ACCEPTANCE-DATETIME>20090601214959
ACCESSION NUMBER:		0000895345-09-000466
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20071031
FILED AS OF DATE:		20090601
DATE AS OF CHANGE:		20090601

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			GS Capital Partners VI Parallel LP
		CENTRAL INDEX KEY:			0001386577

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-07406
		FILM NUMBER:		09866606

	BUSINESS ADDRESS:	
		STREET 1:		85 Broad St
		CITY:			New York
		STATE:			NY
		ZIP:			10004

	MAIL ADDRESS:	
		STREET 1:		85 Broad St
		CITY:			New York
		STATE:			NY
		ZIP:			10004

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:			GS Capital Partners VI GmbH & Co KG
		CENTRAL INDEX KEY:			0001386557
		STATE OF INCORPORATION:			NY

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-07406
		FILM NUMBER:		09866605

	BUSINESS ADDRESS:	
		STREET 1:		85 Broad Street
		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:			GSCP VI Offshore Advisors, L.L.C.
		CENTRAL INDEX KEY:			0001394278

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-07406
		FILM NUMBER:		09866603

	BUSINESS ADDRESS:	
		STREET 1:		1209 ORANGE STREET
		CITY:			WILMINGTON
		STATE:			DE
		ZIP:			19801
		BUSINESS PHONE:		212-902-1000

	MAIL ADDRESS:	
		STREET 1:		1209 ORANGE STREET
		CITY:			WILMINGTON
		STATE:			DE
		ZIP:			19801

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			GS Capital Partners VI Offshore Fund, L.P.
		CENTRAL INDEX KEY:			0001394285

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-07406
		FILM NUMBER:		09866607

	BUSINESS ADDRESS:	
		STREET 1:		1209 ORANGE STREET
		CITY:			WILMINGTON
		STATE:			DE
		ZIP:			19801
		BUSINESS PHONE:		212-902-1000

	MAIL ADDRESS:	
		STREET 1:		1209 ORANGE STREET
		CITY:			WILMINGTON
		STATE:			DE
		ZIP:			19801

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			GSCP VI Advisors, L.L.C.
		CENTRAL INDEX KEY:			0001394286

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-07406
		FILM NUMBER:		09866604

	BUSINESS ADDRESS:	
		STREET 1:		1209 ORANGE STREET
		CITY:			WILMINGTON
		STATE:			DE
		ZIP:			19801
		BUSINESS PHONE:		212-902-1000

	MAIL ADDRESS:	
		STREET 1:		1209 ORANGE STREET
		CITY:			WILMINGTON
		STATE:			DE
		ZIP:			19801

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			GS Capital Partners VI Fund, L.P.
		CENTRAL INDEX KEY:			0001394287

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-07406
		FILM NUMBER:		09866608

	BUSINESS ADDRESS:	
		STREET 1:		1209 ORANGE STREET
		CITY:			WILMINGTON
		STATE:			DE
		ZIP:			19801
		BUSINESS PHONE:		212-902-1000

	MAIL ADDRESS:	
		STREET 1:		1209 ORANGE STREET
		CITY:			WILMINGTON
		STATE:			DE
		ZIP:			19801

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			GS Advisors VI, L.L.C.
		CENTRAL INDEX KEY:			0001394288

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-07406
		FILM NUMBER:		09866609

	BUSINESS ADDRESS:	
		STREET 1:		1209 ORANGE STREET
		CITY:			WILMINGTON
		STATE:			DE
		ZIP:			19801
		BUSINESS PHONE:		212-902-1000

	MAIL ADDRESS:	
		STREET 1:		1209 ORANGE STREET
		CITY:			WILMINGTON
		STATE:			DE
		ZIP:			19801
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>mg3-primeenergy_gsvifundex.xml
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0203</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2007-10-31</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

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

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001394287</rptOwnerCik>
            <rptOwnerName>GS Capital Partners VI Fund, L.P.</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>0001394285</rptOwnerCik>
            <rptOwnerName>GS Capital Partners VI Offshore Fund, L.P.</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>1209 ORANGE STREET</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>WILMINGTON</rptOwnerCity>
            <rptOwnerState>DE</rptOwnerState>
            <rptOwnerZipCode>19801</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001386577</rptOwnerCik>
            <rptOwnerName>GS Capital Partners VI Parallel LP</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>85 BROAD ST</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>0001386557</rptOwnerCik>
            <rptOwnerName>GS Capital Partners VI 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>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001394286</rptOwnerCik>
            <rptOwnerName>GSCP VI Advisors, L.L.C.</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>1209 ORANGE STREET</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>WILMINGTON</rptOwnerCity>
            <rptOwnerState>DE</rptOwnerState>
            <rptOwnerZipCode>19801</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001394278</rptOwnerCik>
            <rptOwnerName>GSCP VI Offshore Advisors, L.L.C.</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>1209 ORANGE STREET</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>WILMINGTON</rptOwnerCity>
            <rptOwnerState>DE</rptOwnerState>
            <rptOwnerZipCode>19801</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001394288</rptOwnerCik>
            <rptOwnerName>GS Advisors VI, L.L.C.</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>1209 ORANGE STREET</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>WILMINGTON</rptOwnerCity>
            <rptOwnerState>DE</rptOwnerState>
            <rptOwnerZipCode>19801</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>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>623521</value>
                    <footnoteId id="F2"/>
                </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>
                <footnoteId id="F3"/>
            </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>
    </footnotes>

    <ownerSignature>
        <signatureName>See Exhibit 99.2</signatureName>
        <signatureDate>2009-06-01</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>mg3-ex24.txt
<TEXT>

                                                                 Exhibit 24

                             POWER OF ATTORNEY


     KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS VI FUND,
L.P. (the "Company") does hereby make, constitute and appoint each of Bruce
A. Albert, Andrea Louro DeMar, Yvette Kosic, Rachel E. Parrish, Michael T.
Seeley, and Kevin P. Treanor, (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 it 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 1, 2008.

GS CAPITAL PARTNERS VI FUND, L.P.,
By:    GSCP VI Advisors, L.L.C.,
       its general partner

By:     /s/Christine Vollertsen
        --------------------------------
Name:   Christine Vollertsen
Title:  Vice President


<PAGE>

                             POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS VI
OFFSHORE FUND, L.P. (the "Company") does hereby make, constitute and
appoint each of Bruce A. Albert, Andrea Louro DeMar, Yvette Kosic, Rachel
E. Parrish, Michael T. Seeley, and Kevin P. Treanor, (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 it
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 1, 2008.

GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.,
By:     GSCP VI Offshore Advisors, L.L.C.,
        its general partner

By:     /s/Christine Vollertsen
        --------------------------------
Name:   Christine Vollertsen
Title:  Vice President


<PAGE>

                             POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS VI
PARALLEL, L.P. (the "Company") does hereby make, constitute and appoint
each of Bruce A. Albert, Andrea Louro DeMar, Yvette Kosic, Rachel E.
Parrish, Michael T. Seeley, and Kevin P. Treanor, (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 it 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. I

     N WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of April 1, 2008.

GS CAPITAL PARTNERS VI PARALLEL, L.P.
By:     GS Advisors VI, L.L.C.,
        its general partner

By:     /s/Christine Vollertsen
        --------------------------------
Name:   Christine Vollertsen
Title:  Vice President

<PAGE>

                             POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS VI GmbH &
CO. KG (the "Company") does hereby make, constitute and appoint each of
Bruce A. Albert, Andrea Louro DeMar, Yvette Kosic, Rachel E. Parrish,
Michael T. Seeley, and Kevin P. Treanor, (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 it 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 1, 2008.

GS CAPITAL PARTNERS VI GmbH & CO. KG
By:     GS Advisors VI, L.L.C.,
        its managing limited partner

By:     /s/Christine Vollertsen
        --------------------------------
Name:   Christine Vollertsen
Title:  Vice President


<PAGE>

                             POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS that GSCP VI ADVISORS, L.L.C. (the
"Company") does hereby make, constitute and appoint each of Bruce A.
Albert, Andrea Louro DeMar, Yvette Kosic, Rachel E. Parrish, Michael T.
Seeley, and Kevin P. Treanor, (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 it 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 1, 2008.

GSCP VI ADVISORS, L.L.C.

By:     /s/Christine Vollertsen
        --------------------------------
Name:   Christine Vollertsen
Title:  Vice President

<PAGE>

                             POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS that GSCP VI OFFSHORE ADVISORS,
L.L.C. (the "Company") does hereby make, constitute and appoint each of
Bruce A. Albert, Andrea Louro DeMar, Yvette Kosic, Rachel E. Parrish,
Michael T. Seeley, and Kevin P. Treanor, (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 it 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 1, 2008.

GSCP VI OFFSHORE ADVISORS, L.L.C.

By:     /s/Christine Vollertsen
        --------------------------------
Name:   Christine Vollertsen
Title:  Vice President

<PAGE>

                             POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS that GS ADVISORS VI, L.L.C. (the
"Company") does hereby make, constitute and appoint each of Bruce A.
Albert, Andrea Louro DeMar, Yvette Kosic, Rachel E. Parrish, Michael T.
Seeley, and Kevin P. Treanor, (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 it 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 1, 2008.

GS ADVISORS VI, L.L.C.

By:     /s/Christine Vollertsen
        --------------------------------
Name:   Christine Vollertsen
Title:  Vice President

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>mg3-ex99_1.txt
<TEXT>
                                                               Exhibit 99.1


FOOTNOTES

(1)  This statement is being filed by GSCP VI Advisors, L.L.C. ("GSCP VI
     Advisors"), GSCP VI Offshore Advisors, L.L.C. ("GSCP VI Offshore
     Advisors"), GS Advisors VI, L.L.C. ("GS Advisors VI"), GS Capital
     Partners VI Fund, L.P. ("GS Capital VI"), GS Capital Partners VI
     Offshore Fund, L.P. ("GS VI Offshore"), GS Capital Partners VI GmbH &
     Co. KG ("GS Germany VI"), GS Capital Partners VI Parallel, L.P., ("GS
     VI Parallel" and, together with GS Capital VI, GS VI Offshore and GS
     Germany VI, the "Funds"), (GSCP VI Advisors, GSCP VI Offshore
     Advisors, GS Advisors VI, and the Funds 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 October 31, 2007, the Funds invested in PVF Holdings LLC (formerly,
     McJ Holding LLC), an entity which controls McJunkin Red Man Holding
     Corporation (formerly, McJ Holding Corporation). McJunkin Red Man
     Holding Corporation owns 100% of the equity interests of McJunkin Red
     Man Corporation. McJunkin Red Man Corporation owns 623,521 shares of
     common stock, par value $0.10 per share of PrimeEnergy Corporation (
     "Common Stock").

     GS GmbH, a German company with limited liability, is the general
     partner of GS Germany VI. GSCP VI Advisors, a Delaware limited
     liability company, is the sole general partner of GS Capital VI. GSCP
     VI Offshore Advisors, a Delaware limited liability company, is the
     sole general partner of GS VI Offshore. GS Advisors VI, a Delaware
     limited liability company, is the sole managing limited partner of GS
     Germany VI and the sole general partner of GS VI Parallel. Each of GS
     Capital VI, a Delaware limited partnership, GS VI Offshore, a Cayman
     Islands exempted limited partnership, GS Germany VI, a German limited
     partnership, and GS VI Parallel, 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 October 31, 2007, each of GS Capital VI and its sole general
     partner, GSCP VI Advisors, may be deemed to own beneficially and
     indirectly an aggregate of 135,491 shares of Common Stock by reason of
     McJunkin Red Man Corporation's beneficial ownership of 623,521 shares
     of Common Stock. Each of GS Capital VI and GSCP VI Advisors disclaims
     beneficial ownership of the securities reported herein except to the
     extent of its pecuniary interest therein, if any.

     As of October 31, 2007, each of GS VI Offshore and its sole general
     partner, GSCP VI Offshore Advisors, may be deemed to own beneficially
     and indirectly an aggregate of 112,670 shares of Common Stock by
     reason of McJunkin Red Man Corporation's beneficial ownership of
     623,521 shares of Common Stock. Each of GS VI Offshore and GSCP VI
     Offshore Advisors disclaims beneficial ownership of the securities
     reported herein except to the extent of its pecuniary interest
     therein, if any.

     As of October 31, 2007, GS VI Parallel may be deemed to own
     beneficially and indirectly an aggregate of 37,224 shares of Common
     Stock by reason of McJunkin Red Man Corporation's beneficial ownership
     of 623,521 shares of Common Stock. GS VI Parallel disclaims beneficial
     ownership of the securities reported herein except to the extent of
     its pecuniary interest therein, if any.

     As of October 31, 2007, GS Germany VI may be deemed to own
     beneficially and indirectly an aggregate of 4,801 shares of Common
     Stock by reason of McJunkin Red Man Corporation's beneficial ownership
     of 623,521 shares of Common Stock. GS Germany VI disclaims beneficial
     ownership of the securities reported herein except to the extent of
     its pecuniary interest therein, if any.

     As of October 31, 2007, GS GmbH, the general partner of GS Germany VI
     may be deemed to own beneficially and indirectly an aggregate of
     11,785 shares of Common Stock by reason of McJunkin Red Man
     Corporation's beneficial ownership of 623,521 shares of Common Stock.
     GS GmbH disclaims beneficial ownership of the securities reported
     herein except to the extent of its pecuniary interest therein, if any.

     As of October 31, 2007, GS Advisors VI, the sole managing limited
     partner of GS Germany VI and the sole general partner of GS VI
     Parallel, may be deemed to own beneficially and indirectly an
     aggregate of 42,025 shares of Common Stock by reason of McJunkin Red
     Man Corporation's beneficial ownership of 623,521 shares of Common
     Stock. GS Advisors VI 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 Red Man Corporation, McJunkin Red Man Holding Corporation and
     Hg Acquisition Corp., as amended (the "Merger Agreement"), upon a sale
     of shares of Common Stock by McJunkin Red Man Corporation from and
     after January 31, 2007, McJunkin Red Man Corporation has an obligation
     to remit to those persons who were the record holders of shares of
     McJunkin Red Man 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.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>4
<FILENAME>mg3-ex99_2.txt
<TEXT>
                                                               Exhibit 99.2

Dated: June 1, 2009



GS CAPITAL PARTNERS VI FUND, L.P.

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


GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.

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


GS CAPITAL PARTNERS VI PARALLEL, L.P.

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


GS CAPITAL PARTNERS VI GMBH & CO. KG

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


GSCP VI ADVISORS, L.L.C.

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


GSCP VI OFFSHORE ADVISORS, L.L.C.

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


GS ADVISORS VI, L.L.C.

By:      /s/ Yvette Kosic
Name:    Yvette Kosic
Title:   Attorney-in-fact
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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