This Schedule 13G relates to the common stock (“Common Stock”) of Parallel Petroleum Corp. acquired by (i) WS Capital, L.L.C., a Texas limited liability company (“WS Capital”), for the account of (1) Walker Smith Capital, L.P., a Texas limited partnership (“WSC”), (2) Walker Smith Capital (Q.P.), L.P., a Texas limited partnership (“WSCQP”), and (3) Walker Smith International Fund, Ltd., a British Virgin Islands exempted company (“WS International”), and (ii) WSV Management, L.L.C., a Texas limited liability company (“WSV”), for the account of (1) WS Opportunity Fund, L.P., a Texas limited partnership (“WSO”), (2) WS Opportunity Fund (Q.P.), L.P., a Texas limited partnership (“WSOQP”), and (3) WS Opportunity Fund International, Ltd., a Cayman Islands exempted company (“WSO International”). WS Capital is the general partner of WS Capital Management, L.P., a Texas limited partnership (“WSC Management”), which is the general partner of WSC and WSCQP and the agent and attorney-in-fact for WS International. WSV is the general partner of WS Ventures Management, L.P., a Texas limited partnership (“WSVM”), which is the general partner of WSO and WSOQP and the agent and attorney-in-fact for WSO International. Reid S. Walker and G. Stacy Smith are principals of WS Capital and WSV, and Patrick P. Walker is a principal of WSV. Each of the reporting persons hereby expressly disclaims membership in a “group” under Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations thereunder with respect to the shares of Common Stock reported herein, and this Schedule 13G shall not be deemed to be an admission that any such reporting person is a member of such a group.

Item 1(a)		Name of Issuer:
		Parallel Petroleum Corp.
Item 1(b)		Address of Issuer’s Principal Executive Offices:
		1004 N. Big Spring, Suite 400
		Midland, Texas 79701
Item 2(a)		Names of Persons Filing:
		See Item 1 of each cover page.
Item 2(b)		Address of Principal Business Offices:
		300 Crescent Court, Suite 1111
		Dallas, Texas 75201
Item 2(c)		Citizenship:
		See Item 4 of each cover page.

Item 2(d)		Title of Class of Securities:
		Common Stock, par value $0.01 per share
Item 2(e)		CUSIP Number:
		699157103
Item 3		Status of Persons Filing:

		(a)		o		Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
		(b)		o		Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
		(c)		o		Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
		(d)		o		Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
		(e)		o		An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
		(f)		o		An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
		(g)		o		A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

		(h)		o		A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
		(i)		o		A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
		(j)		o		Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4

Ownership:

	(a)		Reid S. Walker and G. Stacy Smith are the beneficial owners of 1,942,406 shares of Common Stock, which includes (i) 1,504,006 shares beneficially owned by WS Capital and WSC Management for the accounts of WSC, WSCQP and WS International and (ii) 438,400 shares beneficially owned by WSV and WSVM for the accounts of WSO, WSOQP and WSO International.
			Patrick P. Walker is the beneficial owner of 438,400 shares of Common Stock beneficially owned by WSV and WSVM for the accounts of WSO, WSOQP and WSO International.
			WS Capital and WSC Management are the beneficial owners of 1,504,006 shares of Common Stock, which includes (i) 95,700 shares beneficially owned by WSC, (ii) 582,000 shares beneficially owned by WSCQP, and (iii) 826,306 shares beneficially owned by WS International.
			WSV and WSVM are the beneficial owners of 438,400 shares of Common Stock, which includes (i) 130,900 shares beneficially owned by WSO, (ii) 126,800 shares beneficially owned by WSOQP, and (iii) 180,700 shares beneficially owned by WSO International.
	(b)		Percent of class:
			See Item 11 of each cover page.
	(c)		Number of shares as to which each person has:

	(i)		sole power to vote or to direct the vote:
			See Item 5 of each cover page.
	(ii)		shared power to vote or to direct the vote:
			See Item 6 of each cover page.
	(iii)		sole power to dispose or to direct the disposition of:
			See Item 7 of each cover page.
	(iv)		shared power to dispose or to direct the disposition of:
			See Item 8 of each cover page.

Item 5		Ownership of 5% or Less of a Class:
		Not applicable.
Item 6		Ownership of More than 5% on Behalf of Another Person:
		Not applicable.
Item 7		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
		WSC Management is an investment adviser registered with the State of Texas and, as such, has beneficial ownership of the securities held by its clients, WSC, WSCQP and WS International. WS Capital is the

		general partner of WSC Management. Reid S. Walker and G. Stacy Smith are the sole principals of WS Capital, and therefore exercise investment discretion and control with respect to the shares of Common Stock beneficially owned by WSC Management’s clients.
		WSV is an investment adviser registered with the State of Texas and is the general partner of WSVM and, as such, has beneficial ownership of the securities held by its clients, WSO, WSOQP and WSO International. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are the sole principals of WSV, and therefore exercise investment discretion and control with respect to the shares of Common Stock beneficially owned by WSV’s clients.
Item 8		Identification and Classification of Members of the Group:
		Not applicable.
Item 9		Notice of Dissolution of Group:
		Not applicable.
Item 10		Certification:
		By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: October 21, 2005

		WS CAPITAL, L.L.C.
		By:		/s/ Reid S. Walker
				Reid S. Walker, Member
		WS CAPITAL MANAGEMENT, L.P.
		By:		WS Capital, L.L.C., its general partner
		By:		/s/ Reid S. Walker
				Reid S. Walker, Member
		WALKER SMITH CAPITAL, L.P.
		By:		WS Capital Management, L.P., its general partner
		By:		WS Capital, L.L.C., its general partner
		By:		/s/ Reid S. Walker
				Reid S. Walker, Member

		WALKER SMITH CAPITAL (Q.P.), L.P.
		By:		WS Capital Management, L.P., its general partner
		By:		WS Capital, L.L.C., its general partner
		By:		/s/ Reid S. Walker
				Reid S. Walker, Member
		WALKER SMITH INTERNATIONAL FUND, LTD.
		By:		WS Capital Management, L.P., its agent and attorney-in-fact
		By:		WS Capital, L.L.C., its general partner
		By:		/s/ Reid S. Walker
				Reid S. Walker, Member
		WSV MANAGEMENT, L.L.C.
		By:		/s/ Reid S. Walker
				Reid S. Walker, Member
		WS VENTURES MANAGEMENT, L.P.
		By:		WSV Management, L.L.C., its general partner
		By:		/s/ Reid S. Walker
		R		eid S. Walker, Member
		WS OPPORTUNITY FUND, L.P.
		By:		WS Ventures Management, L.P., its general partner
		By:		WSV Management, L.L.C., its general partner
		By:		/s/ Reid S. Walker
				Reid S. Walker, Member

		WS OPPORTUNITY FUND (Q.P.), L.P.
		By:		WS Ventures Management, L.P., its general partner
		By:		WSV Management, L.L.C., its general partner
		By:		/s/ Reid S. Walker
				Reid S. Walker, Member
		WS OPPORTUNITY FUND INTERNATIONAL, LTD.
		By:		WS Ventures Management, L.P., its agent and attorney-in-fact
		By:		WSV Management, L.L.C., its general partner
		By:		/s/ Reid S. Walker
				Reid S. Walker, Member
		/s/ Reid S. Walker
		REID S. WALKER
		/s/ G. Stacy Smith
		G. STACY SMITH
		/s/ Patrick P. Walker
		PATRICK P. WALKER

EXHIBITS

Exhibit 1		Joint Filing Agreement, dated October 21, 2005, entered into by and among WS Capital, L.L.C., WS Capital Management, L.P., Walker Smith Capital, L.P., Walker Smith Capital (Q.P.), L.P., Walker Smith International Fund, Ltd., WSV Management, L.L.C., WS Ventures Management, L.P., WS Opportunity Fund, L.P., WS Opportunity Fund (Q.P.), L.P., WS Opportunity Fund International, Ltd., Reid S. Walker, G. Stacy Smith and Patrick P. Walker