1 As filed with the Securities and Exchange Commission on September 30, 1997 No. 33 - 77402 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________ POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 __________ PARALLEL PETROLEUM CORPORATION (Exact name of registrant as specified in its charter) Delaware 75-1971716 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 110 N. Marienfeld Larry C. Oldham Suite 465 President and Chief Operating Officer Midland, Texas 79701 110 N. Marienfeld, Suite 465 (915) 684-3727 Midland, Texas 79701 (Address, including zip code, and (915) 684-3727 telephone number, including area code, (Name, address, including zip of Registrant's principal executive offices) code, and telephone number, including area code of agent for service) Copies to: Thomas W. Ortloff Lynch, Chappell & Alsup A Professional Corporation 300 N. Marienfeld, Suite 700 Midland, Texas 79701 (915) 683-3351 If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [xx] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] __________________ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement number for the same offering. [ ] ___________________ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] 2 DEREGISTRATION OF SECURITIES Parallel Petroleum Corporation (the "Registrant") by this Post-Effective Amendment No. 1 to its Registration Statement on Form S-3 (No. 33-77402) originally filed with the Securities and Exchange Commission on April 6, 1994 (the "Registration Statement"), hereby deregisters 927,400 shares of Common Stock, $.01 par value per share, pursuant to undertaking (a)(3) in Item 17 of Part II of the Registration Statement. REASON FOR DEREGISTRATION The offer and sale by the selling stockholders of the Registrant's Common Stock pursuant to the Registration Statement has been terminated and the shares being deregistered were not sold in the offering. 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3, and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Midland, State of Texas, on the 29th day of September, 1997. PARALLEL PETROLEUM CORPORATION By: /s/ Larry C. Oldham ------------------------------------ Larry C. Oldham, President and Chief Operating Officer Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date - --------- ------- ------ /s/ Thomas R. Cambridge Chairman of the Board of Directors, - ------------------------- Chief Executive Officer, Director September 29, 1997 Thomas R. Cambridge and Principal Executive Officer /s/ Larry C. Oldham President and Chief Operating - ------------------------- Officer, Director and Principal September 29, 1997 Larry C. Oldham Financial Officer * /s/ Danny H. Conklin Director September 29, 1997 - ------------------------- Danny H. Conklin * /s/ E. R. Duke Director September 29, 1997 - ------------------------- E. R. Duke * /s/ Myrle Greathouse Director September 29, 1997 - ------------------------- Myrle Greathouse * /s/ Charles R. Pannill Director September 29, 1997 - ------------------------ Charles R. Pannill *By /s/ Larry C. Oldham ------------------------------ Larry C. Oldham as Attorney- in-Fact pursuant to a Power of Attorney previously filed with the Commission II-1