PRIMEENERGY RESOURCES CORP — Director's Dealing 2007

Nov 28, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRIMEENERGY CORP (PNRG)
CIK: 0000056868
Period of Report: 2007-11-26

Reporting Person: DRIMAL CHARLES E JR (Director, President, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-11-26	Common Stock	J	9000	—	Disposed	80000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	506906	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Purchase Option	$1		Common Stock (523125)	523125	Direct
Purchase Option	$1.25		Common Stock (174375)	174375	Direct

Footnotes

F1: No shares were bought or sold by Mr. Drimal. He has sole voting power with respect to shares pursuant to a Voting Agreement dated June 20, 2006, between Mr. Drimal and his mother, Mrs. Juanita Drimal, who is the record holder of such shares. Mrs. Drimal has disposed of 9,000 shares, by gift or sale, so that 80,000 shares remain subject to such Voting Agreement. Mr. Drimal has no dispositive power as to such 80,000 shares and no pecuniary interest in such shares.

F2: All options are fully exercisable and are non-expiring during employment, but must be exercised within three months after termination of employment, or within one year if termination occurs by reason of death or disability.