FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * DRIMAL CHARLES E JR   2. Issuer Name and Ticker or Trading Symbol PRIMEENERGY CORP [PNRG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President (Last) (First) (Middle) ONE LANDMARK SQUARE, 11TH FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 06/20/2006 (Street) STANFORD, CT 06901 4. If Amendment, Date Original Filed(Month/Day/Year) 06/20/2006 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock               506,906 D   Common Stock 06/20/2006   J V 100,000 A (1) (2) 100,000 (2) I (2) See Footnote (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Purchase Option

$ 1

(3)

(3)

Common Stock

523,125

523,125

D

Purchase Option

$ 1.25

(3)

(3)

Common Stock

174,375

174,375

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
DRIMAL CHARLES E JR ONE LANDMARK SQUARE 11TH FLOOR STANFORD, CT 06901	X	X	President

Signatures

/s/ Charles E. Drimal, Jr.		07/28/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	This Amendment is filed to correct Item 4 to reflect beneficial owership of Securities Acquired and explanatory footnote (2).
(2)	No shares were bought or sold by Mr. Drimal. He has sole voting power with respect to 100,000 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. Mr. Drimal has no dispositive power as to such 100,000 shares and no pecuniary interest in such shares.
(3)	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.

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