SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1996 Commission File Number: 1-10695 Parker & Parsley Petroleum Company (Exact name of registrant as specified in its charter) Delaware 74-2570602 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 303 West Wall, Suite 101, Midland, Texas 79701 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (915) 683-4768 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class on which registered Common Stock..................................... New York Stock Exchange Rights to Acquire Shares of Common Stock................................... New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] Aggregate market value of the voting stock held by non-affiliates of the Registrant as of February 3, 1997...... $1,174,357,828 Number of shares of Common Stock outstanding as of February 3, 1997............................................. 35,085,247 Page 1 of 6 pages. PARKER & PARSLEY PETROLEUM COMPANY 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 thereto duly authorized. PARKER & PARSLEY PETROLEUM COMPANY Date: May 9, 1997 By: /s/ Scott D. Sheffield ----------------------------------------- Scott D. Sheffield, Chairman of the Board, President, Chief Executive Officer and Director (principal executive officer) Date: May 9, 1997 By: /s/ Steven L. Beal ----------------------------------------- Steven L. Beal, Senior Vice President and Chief Financial Officer (principal financial and accounting officer) 2