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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) May 6, 2004

                            PRIMA ENERGY CORPORATION
             (Exact name of Registrant as specified in its charter)

            Delaware                       0-9408                84-1097578
(State or other jurisdiction of         (Commission           (I.R.S. Employer
  incorporation or organization)        file number)         Identification No.)

                1099 18th Street, Suite 400, Denver CO    80202
               (Address of principal executive offices) (Zip Code)

                                 (303) 297-2100
              (Registrant's telephone number, including area code)

                                    No Change
          (Former name or former address, if changed from last report.)

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                            PRIMA ENERGY CORPORATION
                                    FORM 8-K
                                   May 6, 2004

Item 7. Financial Statements and Exhibits

      The following exhibit is filed herewith pursuant to the provisions of Item
601 of Regulation S-K.

       Exhibit
      Table No.      Document                                  Exhibit No.
      ---------      --------                                  -----------

         99          Prima Energy Corporation Press               99.3
                     Release dated May 6, 2004

Item 12. Results of Operations and Financial Condition

      On May 6, 2004, Prima Energy Corporation, a Delaware corporation, issued a
press release  reporting  financial results for the quarter ended March 31, 2004
and providing an operations  update.  A copy of the press release is attached to
this report as Exhibit 99.3, and is incorporated herein by reference.


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                                   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 thereunto duly authorized.

                                           PRIMA ENERGY CORPORATION
                                                 (Registrant)

Date May 6, 2004                           /s/ Neil L. Stenbuck
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                                           Neil L. Stenbuck,
                                           Executive Vice President,
                                           Chief Financial Officer and Treasurer


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