PRIMEENERGY RESOURCES CORP — Director's Dealing 2007

Feb 2, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRIMEENERGY CORP (PNRG)
CIK: 0000056868
Period of Report: 2007-01-31

Reporting Person: MCJUNKIN CORP (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-01-31	Obligations to pay sale proceeds	$0	J	592345	Disposed		Common Stock, $0.10 par value (592345)	Direct

Footnotes

F1: The reporting person owns 623,521 shares of Common Stock, par value $0.10 per share of Prime Energy Corporation (the "Shares"). Pursuant to the Merger Agreement, dated as of December 4, 2006 among the reporting person, McJ Holding Corporation and Hg Acquisition Corp., as amended (the "Merger Agreement"), upon a sale of Shares by the reporting person from and after January 31, 2007, the reporting person has an obligation to remit to those persons who were the record holders of shares of the reporting person 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. The reporting person disclaims beneficial ownership of the securities reported herein, except to the extent of its pecuniary interest therein, if any.