SECURITIES AND EXCHANGE COMMISSION
			     Washington, D.C. 20549


				  FORM 8-K


			       CURRENT REPORT
 

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported)  October 29, 1996


			    PrimeEnergy Corporation            
   -------------------------------------------------------------------------
	      (Exact name of registrant as specified in its charter)


       Delaware                      0-7406                  84-0637348 
   -------------------------------------------------------------------------
   (State or other jurisdiction    (Commission              (IRS Employer
       of incorporation)           File Number)            Identification No.)


   One Landmark Square, Stamford, CT.                          06901    
   -------------------------------------------------------------------------
   (Address of principal executive offices)                   (Zip Code)


				(203) 358-5700
   -------------------------------------------------------------------------
	     (Registrant's telephone number, including area code)


   -------------------------------------------------------------------------
	 (Former name or former address, if changed since last report)

<PAGE>

Item 4.     Changes in Registrant's Certifying Accountant

The Registrant has engaged Pustorino, Puglisi & Co., P.C. as principal 
accountants with respect to the audit of Registrant's financial statements 
as of December 31, 1996.  Coopers & Lybrand, L.L.P. previously acted as 
Registrant's principal accountants.  The appointment of Pustorino, 
Puglisi & Co., P.C. in replacement of Coopers & Lybrand, L.L.P. was 
approved by the Executive Committee of the Board of Directors of Registrant.  
The engagement of Pustorino, Puglisi, & Co., P.C. and the dismissal of 
Coopers & Lybrand, L.L.P. were both effective October 29, 1996.

There were no disagreements with Coopers & Lybrand, L.L.P. on any matter of 
accounting principles or practices, financial statement disclosure or auditing 
scope or procedure in connection with the audit of Registrant's two most 
recent audited fiscal years, being the years ended December 31, 1995 and 1994, 
or any subsequent interim period.  The audit reports of Coopers & Lybrand, 
L.L.P. on Registrant's financial statements for the periods ended December 
31, 1995 and 1994, contained no adverse opinion or any disclaimer of opinion, 
nor were their reports qualified or modified as to uncertainty, audit scope, 
or accounting principles.  A letter from Coopers & Lybrand, L.L.P. stating 
their agreement with the response by Registrant to this Item 4 is filed 
herewith as Exhibit (16).


Item 7.     Financial Statements and Exhibits

(a)     Financial Statements

	None

(b)     Pro forma financial information

	None

(c)     Exhibits

    The following exhibit is filed herewith:

    Exhibit No.                       Exhibit
    -----------                       -------
    
	16                            Letter from Coopers & Lybrand, L.L.P
				      Re:  Change in certifying accountants.


<PAGE>
				 SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934,the 
Registrant has duly caused this report to be signed on its behalf by the 
undersigned hereunto duly authorized.

						    PrimeEnergy Corporation



									    

Date:  October 29, 1996                             By:  /s/ Beverly A. Cummings
						    ------------------------ 
						    Beverly A. Cummings
						    Executive Vice President
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SECURITIES AND EXCHANGE COMMISSION
			     Washington, D.C. 20549

				  FORM 8-K

			       CURRENT REPORT
 

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported)  October 29, 1996

			    PrimeEnergy Corporation            
   -------------------------------------------------------------------------
	      (Exact name of registrant as specified in its charter)

       Delaware                      0-7406                  84-0637348 
   -------------------------------------------------------------------------
   (State or other jurisdiction    (Commission              (IRS Employer
       of incorporation)           File Number)            Identification No.)

   One Landmark Square, Stamford, CT.                          06901    
   -------------------------------------------------------------------------
   (Address of principal executive offices)                   (Zip Code)

				(203) 358-5700
   -------------------------------------------------------------------------
	     (Registrant's telephone number, including area code)

   -------------------------------------------------------------------------
	 (Former name or former address, if changed since last report)
Item 4.     Changes in Registrant's Certifying Accountant

The Registrant has engaged Pustorino, Puglisi & Co., P.C. as principal 
accountants with respect to the audit of Registrant's financial statements 
as of December 31, 1996.  Coopers & Lybrand, L.L.P. previously acted as 
Registrant's principal accountants.  The appointment of Pustorino, 
Puglisi & Co., P.C. in replacement of Coopers & Lybrand, L.L.P. was 
approved by the Executive Committee of the Board of Directors of Registrant.  
The engagement of Pustorino, Puglisi, & Co., P.C. and the dismissal of 
Coopers & Lybrand, L.L.P. were both effective October 29, 1996.

There were no disagreements with Coopers & Lybrand, L.L.P. on any matter of 
accounting principles or practices, financial statement disclosure or auditing 
scope or procedure in connection with the audit of Registrant's two most 
recent audited fiscal years, being the years ended December 31, 1995 and 1994, 
or any subsequent interim period.  The audit reports of Coopers & Lybrand, 
L.L.P. on Registrant's financial statements for the periods ended December 
31, 1995 and 1994, contained no adverse opinion or any disclaimer of opinion, 
nor were their reports qualified or modified as to uncertainty, audit scope, 
or accounting principles.  A letter from Coopers & Lybrand, L.L.P. stating 
their agreement with the response by Registrant to this Item 4 is filed 
herewith as Exhibit (16).

Item 7.     Financial Statements and Exhibits

(a)     Financial Statements

	None

(b)     Pro forma financial information

	None

(c)     Exhibits

    The following exhibit is filed herewith:

    Exhibit No.                       Exhibit
    -----------                       -------
    
	16                            Letter from Coopers & Lybrand, L.L.P
				      Re:  Change in certifying accountants.
SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934,the 
Registrant has duly caused this report to be signed on its behalf by the 
undersigned hereunto duly authorized.

						    PrimeEnergy Corporation

									    

Date:  October 29, 1996                             By:  /s/ Beverly A. Cummings
						    ------------------------ 
						    Beverly A. Cummings
						    Executive Vice President