PRIMEENERGY RESOURCES CORP — Director's Dealing 2004

Jul 6, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRIMEENERGY CORP (PNRG)
CIK: 0000056868
Period of Report: 2004-07-02

Reporting Person: WEHRLE MICHAEL H (10% Owner, See Footnote (2))

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-07-02	Common Stock, $.10 par value	S	25000	$18.00	Disposed	673521	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.10 par value	13000	Direct

Footnotes

F1: No change

F2: Mr. Wehrle was a Director of PrimeEnergy Corporation until June 4, 2004. Mr. Wehrle may be deemed the beneficial owner of these shares by reason of his position with McJunkin Corporation, the record holder of these shares. This filing is not an admission