Item 3.03. Material Modification to Rights of Security Holders.

On November 20, 2009, Parallel Petroleum Corporation (the "Company") and Computershare Trust Company, Inc., as Rights Agent, entered into the Second Amendment (the "Second Amendment") to the Rights Agreement, dated as of October 5, 2000, as amended by the First Amendment to the Rights Agreement, dated as of September 14, 2009 (the "Rights Agreement"). The Second Amendment was entered into in order to provide that immediately prior to the consummation of the transactions contemplated by the Agreement and Plan of Merger dated as of September 15, 2009, by and among the Company, PLLL Holdings, LLC, and PLLL Acquisition Co., as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of October 13, 2009, the Rights Agreement will expire in accordance with its terms.

The foregoing descriptions of the Second Amendment and the Rights Agreement do not purport to be complete and are qualified in their respective entireties by reference to the full text of (i) the Second Amendment, which is attached as Exhibit 4.1 hereto, and incorporated herein by reference, (ii) the First Amendment, which is attached as Exhibit 4.1 to the Form 8-K filed on September 15, 2009, and incorporated herein by reference, (iii) and the Rights Agreement, which is attached as Exhibit 2.1 to the Form 8-K filed on September 15, 2009, and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

4.1 Second Amendment to the Rights Agreement, dated as of November 20, 2009, between Parallel Petroleum Corporation and Computershare Trust Company, Inc., as Rights Agent.

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