SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

ORING MARTIN B

(Last)

(First)

(Middle)

1004 N. BIG SPRING, SUITE 400

(Street)

MIDLAND

79701

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PARALLEL PETROLEUM CORP [ PLLL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $.01 par value								5,222	D
Common Stock, $.01 par value								24,000	I	By Wife
Common Stock, $.01 par value	07/01/2005		A		2,899⁽¹⁾	A	$8.622⁽¹⁾	2,899⁽¹⁾	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Employee Director Stock Option (right to buy)	$4.58							11/08/2001	05/02/2011	Common Stock	5,000		5,000	D
Non-Employee Director Stock Option (right to buy)	$4.97							12/21/2001	06/21/2011	Common Stock	25,000		25,000	D
Non-Employee Director Stock Option (right to buy)	$2.8							12/18/2003	12/18/2012	Common Stock	50,000		50,000	D
Non-Employee Director Stock Option (right to buy)	$4.61							11/08/2001	05/07/2011	Common Stock	20,000		20,000	D
Warrants to purchase common stock (right to buy)	$2.95							11/20/2002	11/20/2006	Common Stock	91,666		91,666	I⁽²⁾	By limited liability company

Explanation of Responses:

1. Such shares were acquired by the reporting person pursuant to the Parallel Petroleum Corporation Non-Employee Director Stock Grant Plan (the "Plan) adopted by the stockholders of Parallel Petroleum Corporation ("Parallel") on June 22, 2004. Under the Plan, each non-employee director of Parallel is entitled to receive on the first day of July of each year an annual retainer fee consisting of shares of Parallel common stock. The number of shares of Parallel common stock received is determined by dividing $25,000 by the average daily closing prices of Parallel's stock for ten consecutive trading days commencing fifteen days before the first day of July of each year ($8.622). The shares of stock vest immediately but may not be assigned or transferred until the reporting person ceases to be a director of Parallel, except that transfers may be permitted for estate and/or tax planning purposes or gratuitous or donative purposes.

2. By limited liability company.

	/s/ Martin B. Oring	07/01/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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