PRIMEENERGY RESOURCES CORP — Director's Dealing 2007

May 4, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRIMEENERGY CORP (PNRG)
CIK: 0000056868
Period of Report: 2007-05-02

Reporting Person: SMEETS JAN K (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-05-02	Common Stock, $.10 par	D	8000	$55	Disposed	182000	Direct

Holdings (Non-Derivative)

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

Footnotes

F1: Mr. Smeets has sole voting power with respect to 2,500 shares owned by each of his three sons; he has no dispositive power, and no pecuniary interest in such shares.