PRIMEENERGY RESOURCES CORP — Director's Dealing 2004

Feb 5, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRIMEENERGY CORP (PNRG)
CIK: 0000056868
Period of Report: 2004-02-04

Reporting Person: SMEETS JAN K (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-02-04	Common Stock, $.10 par	S	10000	$15.61	Disposed	218732	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.10 par	7500	Indirect

Footnotes

F1: 2500 shares held by Mr. Smeets as custodian for each of his three children.