fwp
 

Filed Pursuant to Rule 433
Issuer Free Writing Prospectus dated August 11, 2006
Relating to Preliminary Prospectus dated August 10, 2006
Registration No. 333-119725
2,500,000 Shares
Parallel Petroleum Corporation
Common Stock
ISSUER FREE WRITING PROSPECTUS
This free writing prospectus amends the previous free writing prospectus solely to correct the trade date.
     
Issuer:
  Parallel Petroleum Corporation
 
    
Ticker / Exchange:
  PLLL / Nasdaq National Market
 
    
Offering size:
  2,500,000 shares
 
    
Public offering price:
  $25.25 per share
 
    
Price to PLLL:
  $24.20 per share
 
    
Net proceeds to PLLL:
  We will receive net proceeds of approximately $60.25 million from our sale of 2,500,000 shares of common stock in this offering, after deducting the underwriting discount and estimated offering expenses payable by us.
 
    
Use of Proceeds:
  We intend to use the net proceeds from this offering for general corporate purposes, including debt repayment and the acceleration of our drilling and completion operations in certain core areas such as our Barnett Shale gas, New Mexico Wolfcamp gas and Permian Basis west Texas oil properties.
 
    
Trade date:
  August 10, 2006
 
    
Settlement date:
  August 16, 2006
 
    
Sole Underwriter:
  Jefferies & Company, Inc.
THE ISSUER HAS FILED A REGISTRATION STATEMENT (INCLUDING A PROSPECTUS) WITH THE SEC FOR THE OFFERING TO WHICH THIS COMMUNICATION RELATES. BEFORE YOU INVEST, YOU SHOULD READ THE PROSPECTUS IN THAT REGISTRATION STATEMENT AND OTHER DOCUMENTS THE ISSUER HAS FILED WITH THE SEC FOR MORE COMPLETE INFORMATION ABOUT THE ISSUER AND THIS OFFERING. YOU MAY GET THESE DOCUMENTS FOR FREE BY VISITING EDGAR ON THE SEC WEB SITE AT WWW.SEC.GOV. ALTERNATIVELY, THE ISSUER, ANY UNDERWRITER OR ANY DEALER PARTICIPATING IN THE OFFERING WILL ARRANGE TO SEND YOU THE PROSPECTUS IF YOU REQUEST IT BY CALLING 432-684-3727.