PrimeEnergy Corporation

9821 Katy Freeway, Houston, TX 77024 - (713)-735-0000

January 15, 2016

Mr. Karl Hiller

Branch Chief

Office of Natural Resources

United States Security and Exchange Commission

Division of Corporation of Finance

100 F. Street, N.E.

Washington, D.C. 20549-4628

Re: PrimeEnergy Corporation

Form 10-K for the Fiscal Year ended December 31, 2014

Filed March 18, 2015

File No. 0-07406

Dear Mr. Hiller:

We are providing the following responses to your letter dated December 15, 2015, regarding the Company’s Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2014. The responses provided below are numbered to correspond to the comments, which have been reproduced herein for ease of reference.

Form 10-K for the Fiscal Year ended December 31, 2014

Properties, page 23

Oil and Gas Production, page 24

1. We see that you disclose Natural Gas Liquids (NGL) proved reserves on page 26, but omit the annual NGL production volumes and the NGL sales prices. Please expand your disclosures to comply with Item 1204 of Regulation S-K which requires that you disclose annual production volumes and average sales prices by final product sold or explain to us the reasons you believe this would not apply to you.

Response:

We believe our disclosure of annual production volumes and average sales prices complies with Item 1204 of Regulation S-K. We sell and record our sales to gas pipelines at the pipeline receipt point on a “wet basis” generally receiving a price adjusted for BTU content or a percent of proceeds from gas plants, therefore the gas volumes and prices in our disclosures includes the value of any liquids in our gas. For calculation of our reserves we accumulate the NGL related volume data on major properties at the 8/8ths level to provide the parameters to Ryder Scott for their forecast of NGLs and “dry gas” reserves.

Reserves, page 26

2. You disclose that you developed 623 MBOE of proved undeveloped (PUD) reserves during 2014, which is about 4% of the PUD reserves (16,068 MBOE) that you report at year-end 2013, and it appears that you converted 913 MBOE (or 8%) of the PUD reserves (10,886 MBOE) that you report at year-end 2012. Given these figures and your disclosure on page 26, indicating that none of your PUD reserves are scheduled for development beyond five years of the date of first booking, we would like to understand some details of your development plans. Please describe the drilling schedule you had established to complete the development of your year-end 2014 booked PUD reserves, specifying the locations and quantities scheduled for each year, and for those scheduled to be drilled in 2015, identify the PUD locations/reserves that were actually drilled.

Response:

We review and adjust our development plans each Fall in conjunction with our Bank Borrowing Base review. The review completed in December 2014 formed the basis of the drilling schedule we established for our year-end 2014 reserve report. Our PUD reserves included 41 non-operated locations which were scheduled pursuant to planning discussions with the relevant operators. The majority of these horizontal PUDs are operated by Apache Corporation during the drilling phase and transferred to us after the wells are placed on production. The PUD locations we operate were layered into the plan, first those vertical locations with lease commitments based on the lease commitment dates and second, the horizontal locations on our HBP acreage timed to utilize operational expertise gathered during the Apache drilling and allowing time to evaluate the Apache results. Sixteen Apache wells were scheduled to be drilled in 2015 and the first well was spudded in March 2015, however during the second quarter of 2015 Apache changed their plan and pushed back continuing drilling to November 2015. Our horizontal PUDs were scheduled to be drilled in the fourth quarter of 2015 but will now commence in January 2016. See exhibit A for the detail schedule of locations, quantities and current status of wells included in the December 2014 PUDS scheduled to be drilled in 2015.

3. We understand from your disclosures that for the last three years, PUD reserves developed and the associated development capital costs are 2,985 MBOE and $102.8 million (2012 - 1,449 MBOE and $42.3 million; 2013 – 913 MMBOE and $25.9 million; 2014 – 623 MBOE and $34.6 million). These figures appear to reflect an average unit development cost of about $34/BOE. However, the unit development cost implicit in your year-end 2014 standardized measure (on page F-23) appears to be about $15/BOE. As these projected unit costs should ordinarily reflect values you or others have incurred in analogous projects and situations, please explain to us the reasons for the difference and nature of support for the lower costs. Please also tell us the extent to which your PUD reserves would be economic with development costs equal to the actual unit costs noted from your disclosures above.

Response:

We reviewed the disclosure referred to in your comment and the development costs included in your calculation are the total expenditures related to all wells in the respective year, not limited to wells that had PUD reserves assigned to them. Using the 2014 capital costs limited to those

with PUD reserves assigned calculates to a unit development cost of $18.67/BOE (623MBOE and $11.6 million). We will clarify our disclosure of such costs and the associated reserves in our future filings. Our projected costs on non-operated wells were determined via discussions with the operator and for our operated properties such costs were determined by our district managers based on market prices for goods and services in the fourth quarter of 2014. We believe that substantially all of our PUD reserves would be economic with development costs equal to the actual 2014.

We acknowledge that:

We respectfully request an opportunity to discuss this response letter further if, following a review of this information, you have further questions, comments, or if you require additional information. Please do not hesitate to contact the undersigned by telephone at (713) 735-0000 (office), (203) 249-9129 (cell), facsimile at (713) 735-0090 or e-mail at BCummings@PrimeEnergy.com.

Exhibit A

Exhibit A

Exhibit A

Exhibit A

Exhibit A

Exhibit A

Exhibit A

Exhibit A