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                                  EXHIBIT 4.1

                       PARALLEL PETROLEUM CORPORATION 
            CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS
                        OF SERIAL PREFERRED STOCK - 
                       6% CONVERTIBLE PREFERRED STOCK


                  Pursuant to Section 151 of the Delaware
                          General Corporation Law


	Pursuant to the provisions of Section 151 of the General Corporation
Law of the State of Delaware and Paragraph Fourth of the Certificate of
Incorporation of Parallel Petroleum Corporation (the "Company"), the
undersigned Company submits the following statement for the purpose of
establishing and designating a series of shares and fixing and determining
the relative rights and preferences thereof:

        1.  The name of the corporation is Parallel Petroleum Corporation.

        2.  The following resolutions were duly adopted by the Board of
Directors of the Company on October 13, 1998:

        WHEREAS, the Company is authorized by its Certificate of Incorporation,
as amended, to issue 10,000,000 shares of Preferred Stock, $.10 par value;
and
        WHEREAS, the Certificate of Incorporation does not otherwise state or
fix the designations, preferences, voting rights and relative, participating,
optional or other special rights, qualifications, limitations and restrictions
of the preferred stock, $.10 par value, of the Company, but instead authorizes
the issuance thereof in series from time to time with such designations,
preferences, voting rights, rights of conversion into Common Stock and
relative, participating, optional or other rights, qualifications,
limitations and restrictions thereof as shall be stated and expressed in the
resolution or resolutions providing for the creation and issuance of such
series adopted by the Board of Directors of the Company; and

	WHEREAS, the Board of Directors deems it advisable to create and
establish and authorize the issuance of a new series of the Company's
preferred stock, $.10 par value;

	NOW, THEREFORE, BE IT RESOLVED, by the Board of Directors of the
Company, that pursuant to authority expressly granted to and vested in the

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Board of Directors by the provisions of the Certificate of Incorporation of
the Company, the Board of Directors hereby creates a series of the class of
authorized Serial Preferred Stock, $.10 par value ("Preferred Stock"), of the
Company, and authorizes the issuance thereof, and hereby fixes the designations
and amount thereof, and the voting powers, preferences and relative,
participating, optional and other special rights of the shares of such
series, and the qualifications, limitations or restrictions thereof (in
addition to the designations, preferences and relative, participating and
other special rights, and the qualifications, limitations or restrictions
thereof, set forth in the Certificate of Incorporation of the Company, which
are applicable to the Serial Preferred Stock of all series) as follows:

        1.1  Designation and Amount.  The shares of such series shall be
designated "6% Convertible Preferred Stock" (such series being hereinafter
sometimes called "this Series"), and the number of shares constituting such
Series shall initially be 1,200,000. The Board of Directors of the Company
reserves the right by subsequent amendment of this resolution from time to
time to decrease the number of shares which constitute this Series (but
not below the number of shares thereof then outstanding) and, subject to
anything to the contrary set forth in the Certificate of Incorporation of the
Company applicable to the preferred stock, to subdivide the number of shares,
the stated value per share and the liquidation value per share of this Series
and in other respects to amend, within the limitations provided by law, this
resolution and the Certificate of Incorporation of the Company.

        1.2  Dividends.  The holders of shares of this Series shall be entitled
to receive, out of the funds of the Company legally available therefor and as
and when declared by the Board of Directors, cash dividends at the rate of
$.60 per share per annum, payable semi-annually on the fifteenth day of the
months of June and December in each year, commencing December 15, 1998,
except that if such date is a Saturday, Sunday or legal holiday then such
dividend shall be payable on the first immediately preceding day which is not
a Saturday, Sunday or legal holiday.  Such dividends shall be cumulative
(whether or not in any semi-annual dividend period there shall be funds of
the Company legally available for the payment of such dividends), commencing
on the date of original issue and shall be payable for any period less than a
full semi-annual period on the basis of a year of 360 days with equal 30 day
months.  Dividends shall be payable to holders of record, as they appear on
the stock books of the Company on such record dates as may be declared by the
Board of Directors, not more than sixty (60) days nor less than ten (10) days
preceding the payment dates for such dividends.  Dividends in arrears may be
declared and paid at any time, without reference to any regular dividend
payment date, to holders of record on such date, not exceeding sixty (60)
days preceding the payment date thereof, as may be fixed by the Board of
Directors of the Company.  Except as provided below with regard to any class

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of stock ranking on a parity with the Preferred Stock as to payment of
dividends, in no event, so long as this Series shall remain outstanding,
shall any dividend whatsoever be declared or paid upon, nor shall any
distribution be made or ordered in respect of, any class of stock
of the Company ranking on a parity with or junior to this Series with respect
to payment of dividends, unless dividends on this Series since the date of
issue thereof to the date of such distribution shall have been paid or
declared and set apart for payment.  When dividends are not paid in full upon
the shares of this Series and any other preferred stock ranking on a parity
as to payment of dividends with this Series, all dividends declared upon shares
of this Series and any other preferred stock ranking on a parity as to
dividends with this Series shall be declared pro rata so that the amount of
dividends declared per share on this Series and such other preferred stock
shall in all cases bear to each other the same ratio that accrued dividends
per share on the shares of this Series and such other preferred stock bear to
each other.  If full cumulative dividends on this Series have not been
declared and paid or set apart for payment, the Company shall not declare or
pay or set apart for payment any dividends or make any other distributions
on, or make any payment on account of the purchase, redemption or retirement
of, the Common Stock, $.01 par value, of the Company ("Common Stock"), or any
other stock of the Company ranking junior to this Series as to dividends or
distribution of assets on liquidation, dissolution or winding up of the
Company (other than, in the case of dividends or distributions, dividends or
distributions paid in shares of Common Stock or such other junior ranking
stock), until full cumulative dividends on this Series are declared and paid
or set apart for payment.

        1.3  Conversion.  The holders of shares of this Series shall have the
right, at their option, to convert all or any part of such shares of this
Series into shares of Common Stock of the Company at any time after April 20,
1999 and subject to the following terms and conditions:

             (a)  The shares of this Series shall be convertible at the office
        of any transfer agent for such stock, and at such other place or places,
        if any, as the Board of Directors of the Company may designate, into
        fully paid and nonassessable shares (calculated as to each conversion to
        the nearest 1/100th of a share) of Common Stock of the Company.  The
        number of shares of Common Stock issuable upon conversion of each share
        of this Series shall be equal to $10.00 divided by the conversion price
        in effect at the time of conversion, determined as hereinafter provided.
        The price at which shares of Common Stock shall be delivered upon
        conversion (herein called the "conversion price") shall be initially
        $3.50 per share of Common Stock.   The conversion price shall be subject
        to adjustment from time to time in certain instances as hereinafter
        provided.  If the Company calls for the redemption of any shares of
        this Series, such right of conversion shall cease and terminate, as
        to the shares designated for redemption, at the close of business
        on the redemption date, unless the Company defaults in the payment

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        of the redemption price.  No fractional shares of Common Stock will
        be issued.  A cash payment will be paid in lieu of any fractional
        share in an amount equal to the same fraction of the last sale
        price of the Common Stock (determined as provided in Section 1.3(c)
        (iv)) at the close of business on the business day which next precedes
        the day of conversion.

             (b)  Before any holder of shares of this Series shall be entitled
        to convert the same into Common Stock, he shall surrender the 
        certificate or certificates therefor, duly endorsed or assigned to the 
        Company or in blank, at the office of any transfer agent for such 
        stock or at such other place or places, if any, as the Board of 
        Directors of the Company may have designated, and shall give written 
        notice to the Company at said office or place that he elects to 
        convert the same and shall state in writing therein the name or names 
        (with addresses) in which he wishes the certificate or certificates 
        for Common Stock to be issued.  Shares of this Series surrendered 
        for conversion during the period from the close of business on any 
        record date for the payment of a dividend on the shares of this 
        Series to the opening of business on the date for payment of such 
        dividends shall (except in the case of shares of this Series which 
        have been called for redemption on a redemption date within such 
        period) be accompanied by payment of an amount equal to the dividend
        payable on such dividend payment date on the shares of this Series 
        being surrendered for conversion. Except as provided in the preceding 
        sentence, no payment or adjustment shall be made upon any conversion
        on account of any dividend accrued on the shares of this Series 
        surrendered for conversion or on account of any dividends on the 
        Common Stock issued upon conversion.  The Company will, as soon as 
        practicable thereafter, issue and deliver at said office or place to 
        such holder of shares of this Series, or to his nominee or nominees,
        certificates for the number of full shares of Common Stock to which
        he shall be entitled as aforesaid, together with cash in lieu of
        any fraction of a share.  Shares of this Series shall be deemed to
        have been converted as of the close of business on the date of
        surrender of such shares for conversion as provided above, and the
        person or persons entitled to receive the Common Stock issuable
        upon such conversion shall be treated for all purposes as the
        record holder or holders of such Common Stock as of the close of
        business on such date.

             (c)  The conversion price in effect at any time shall be subject to
        adjustment as follows:

                  (i)  In case the Company shall (A) declare a dividend or make
             a distribution payable in Common Stock on any class of capital
             stock of the Company, unless the payment thereof would increase

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             the number of shares of Common Stock outstanding by less than one
             percent (1%), (B) subdivide or reclassify its outstanding shares
             of Common Stock into a greater number of shares, or (C) combine
             its outstanding shares of Common Stock into a smaller number of
             shares, the conversion price in effect at the time of the record
             date for such dividend or distribution or the effective date of
             such subdivision, combination or reclassification shall be
             proportionately reduced in the case of any increase in the number
             of shares of Common Stock outstanding and increased in the case of
             any reduction in the number of shares of Common Stock outstanding
             so that the holder of any share of this Series surrendered for
             conversion after such time shall be entitled to receive the kind
             and amount of shares which he would have owned or have been
             entitled to receive had such share of this Series been converted
             into Common Stock immediately prior to such time and had such
             Common Stock received such dividend or other distribution or
             participated in such subdivision, combination or reclassification.
             Such adjustment shall be effective as of the record date for such
             dividend or distribution or the effective date of such combination,
             subdivision or reclassification and shall be made successively
             whenever any event listed above shall occur.

                  (ii) In case the Company shall issue rights or warrants to
             all holders of its Common Stock entitling them to subscribe for or
             purchase shares of Common Stock at a price per share less than the
             Current Market Price (as defined in paragraph (iv) below) of the
             Common Stock, on the date fixed for the determination of
             stockholders entitled to receive such rights or warrants, the
             conversion price at the opening of business on the day following
             the date fixed for such determination shall be reduced by
             multiplying the conversion price by a fraction of which the
             numerator shall be the number of sharesof Common Stock outstanding
             at the close of business on the date fixed for such determination
             plus the number of shares of Common Stock which the aggregate of
             the offering price of the total number of shares of Common Stock
             so offered for subscription or purchase would purchase at
             such Current Market Price of the Common Stock and the denominator
             shall be the number of shares of common Stock outstanding at the
             close of business on the date fixed for such determination plus
             the number of shares of Common Stock so offered for subscription
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             or purchase, such reduction to become effective immediately
             after the opening of business on the day following the date
             fixed for such determination. For purposes of determining under
             this paragraph the number of shares of Common Stock outstanding
             at any time, there shall be excluded all shares of Common Stock
             held in the treasury of the Company.  If any or all such rights
             or warrants are not so issued or expire or terminate before
             being exercised, the conversion price then in effect shall be
             appropriately readjusted.

                  (iii) In case the Company shall distribute to all holders
             of its Common Stock evidences of its indebtedness or assets
             (including securities, but excluding cash dividends or a
             distribution referred to in paragraph (i) above or paid out
             of surplus) or subscription rights or warrants (excluding
             those referred to in paragraph (ii) above), the conversion
             price shall be adjusted so that it shall equal the price
             determined by multiplying the conversion price in effect
             immediately prior to the close of business on the date
             fixed for the determination of stockholders entitled
             to receive such distribution by a fraction of which the
             numerator shall be the Current Market Price per share of the
             Common Stock on the date fixed for such determination less the
             then fair market value (as determined by the Board of Directors
             of the Company, in good faith and in the exercise of its
             reasonable business judgment and described in a Board Resolution
             filed with any transfer agent for this Series) of the portion of
             the as sets or evidences of indebtedness so distributed
             applicable to one share of Common Stock and the denominator
             shall be such Current Market Price per share of the Common Stock.
             Such adjustment shall become effective immediately prior to the
             opening of business on the day following the date fixed for the
             determination of stockholders entitled to receive such
             distribution.

                  (iv) For the purpose of any computation under paragraphs (ii)
             and (iii) above, the "Current Market Price" per share of Common
             Stock on any date shall be deemed to be the average of the daily
             closing prices per share of Common Stock for 15 consecutive 
             business days selected by the Company commencing no more than 45 
             business days before such date.  The closing price for each day 
             shall be the last reported sales price regular way or, in case 
             no such sale takes place on such day, the average of the closing
             bid and asked prices regular way, in either case on the Nasdaq 
             National Market System or, if the Common Stock is not listed or 
             admitted to trading on such Nasdaq National Market System on the
             principal national securities

<PAGE> 7

             exchange on which the Common Stock is listed or admitted to
             trading, or if it is not listed or admitted to trading on any
             national securities exchange or no such quotations are available,
             the average of the closing bid and asked prices as furnished by
             any member of the National Association of Securities Dealers, Inc.
             selected from time to time by the Company for that purpose, or if
             no such quotations are available, the fair market value as
             determined in good faith in the exercise of their reasonable
             business judgment by the Board of Directors of the Company.

                  (v)  All calculations under this Section 1.3(c) shall be made
             to the nearest cent or to the nearest one-hundredth of a share, as
             the case may be.

                  (vi) No adjustment in the conversion price shall be required
             unless such adjustment would require a change of at least 1% in 
             such price; provided, however, that any adjustments which by 
             reason of this paragraph (vi) are not required to be made shall
             be carried forward and taken into account in any subsequent 
             adjustment.

             (d)  Whenever the conversion price is adjusted as herein provided:

                  (i)  the Company shall promptly file with any of the transfer
             agents for this Series a certificate of the principal financial 
             officer of the Company setting forth the adjusted conversion 
             price and showing in reasonable detail the facts upon which such
             adjustment is based, including a statement of the consideration
             received or to be received by the Company for any shares of 
             Common Stock issued or deemed to have been issued; and

                  (ii) a notice stating that the conversion price has been 
             adjusted and setting forth the adjusted conversion price shall 
             forthwith be required, and as soon as practicable after it is 
             required, such notice shall be mailed by the Company to the 
             holders of record of this Series.


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             (e) 

                  (i)  In case of any consolidation or merger of the Company
             with or into any other person (other than a merger which does
             not result in any reclassification, conversion, exchange or
             cancellation of the Common Stock), or in case of any sale or
             transfer of all or substantially all of the assets of the
             Company, or the reclassification of the Common Stock into
             another form of capital stock of the Company, whether in
             whole or in part, the holder of each share of this Series
             shall have the right to receive the kind and amount of
             securities, cash or property, or any combination thereof which
             such holder would have been entitled to receive upon such
             consolidation, merger, sale or transfer or reclassification if
             he had held the Common Stock issuable upon the conversion of
             such share of this Series immediately prior to such
             consolidation, merger, sale or transfer, or reclassification.

                  (ii) In the event that at any time, as a result of paragraph
             (i) above, the holder of any share of this Series shall become
             entitled to receive any shares of stock and other securities and
             property (including, if applicable, Common Stock), thereafter
             the amount of such shares of stock and other securities so
             receivable upon conversion of any share of this Series shall be
             subject to adjustment from time to time in a manner and on terms
             as nearly equivalent as practicable to the provisions with
             respect to the Common Stock contained in paragraphs (i) to (vi),
             inclusive, of section 1.3(c) above, and the provisions of section
             1.3(c) with respect to the Common Stock shall apply on like
             terms to any such shares of stock and other securities and
             property (including, if applicable, Common Stock).

             (f)  In case:

                  (i)  the Company shall authorize the distribution to all
             holders of its Common Stock of evidences of its indebtedness or
             assets (other than cash dividends or other cash distributions
             paid out of surplus); or

                  (ii) the Company shall authorize the granting to the holders
             of its Common Stock of rights or warrants to subscribe for or
             purchase any shares of capital stock of any class or of any other
             rights; or

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                 (iii) of any reclassification of the capital stock of the 
             Company (other than a subdivision or combination of its 
             outstanding shares of Common Stock), or of any consolidation or
             merger, or of the sale or transfer of all or substantially all 
             of the assets of the Company; or

                  (iv) of the voluntary or involuntary dissolution,
             liquidation or winding up of the Company;

then, in each case, the Company shall cause to be filed with any of the
transfer agents for this Series, and shall cause to be mailed, first class
postage prepaid, to the holders of record of the outstanding shares of this
Series, at least 20 days prior to the applicable record date hereinafter
specified, a notice stating (x) the date on which a record is to be taken
for the purpose of such dividend, distribution, rights or warrants, or, if
a record is not to be taken, the date as of which the holders of Common
Stock of record to be entitled to such dividend, distribution, rights or
warrants are to be determined, or (y) the date on which such reclassification,
consolidation, merger, sale, transfer, dissolution, liquidation or winding up 
is expected to become effective, and the date as of which it is expected that 
holders of Common Stock of record shall be entitled to exchange their Common 
Stock for securities or other property deliverable upon such reclassification,
consolidation, merger, sale, transfer, dissolution, liquidation or winding up.

             (g)  The Company shall at all times reserve and keep available,
        free from preemptive rights, out of its authorized but unissued
        Common Stock, solely for the purpose of effecting the conversion of
        the shares of this Series, the full number of shares of Common Stock
        then issuable upon the conversion of all outstanding shares of this
        Series.  For the purpose of this section 1.3(g), the full number of
        shares of Common Stock issuable upon the conversion of all
        outstanding shares of this Series shall be computed as if at the
        time of computation of such number of shares of Common Stock all
        outstanding shares of this Series were held by a single holder.  The
        Company shall use all reasonable efforts from time to time, in
        accordance with the laws of the State of Delaware, to cause its
        stockholders to increase the authorized amount of its Common Stock
        if at any time the authorized amount of its Common Stock remaining
        unissued shall not be sufficient to permit the conversion of all
        shares of this Series at the time outstanding.

             (h)  The Company will pay any and all taxes that may be payable
        in respect of the issue or delivery of shares of Common Stock on
        conversion of shares of this Series pursuant hereto.  The Company
        shall not, however, be required to pay any tax which may be payable

<PAGE> 10

        in respect of any transfer involved in the issue or transfer and
        delivery of shares of Common Stock in a name other than that in
        which the shares of this Series so converted were registered, and no
        such issue or delivery shall be made unless and until the person
        requesting such issue has paid to the Company the amount of any such
        tax or has established to the satisfaction of the Company that such
        tax has been paid.

             (i)  Whenever reference is made in this section 1.3 to the issue
        or sale of shares of Common Stock, the term "Common Stock" shall
        include only shares of the class designated as Common Stock, $.01
        par value, of the Company at the date hereof or shares of any class
        or classes resulting from any reclassification or reclassifications
        thereof and which have no preference in respect of dividends or of
        amounts payable in the event of any voluntary or involuntary
        liquidation, dissolution or winding up of the Company and which are
        not subject to redemption by the Company, provided that if at any
        time there shall be more than one such resulting class, the shares
        of each such class then so deliverable shall be substantially in the
        proportion which the total number of shares of such class resulting
        from all such reclassifications bears to the total number of shares
        of all such classes resulting from all such reclassifications.

             (j)  Upon any conversion of shares of this Series, the shares so
        converted shall have the status of authorized and unissued shares of
        preferred stock, unclassified as to series, and the number of shares
        of preferred stock which the Company shall have authority to issue
        shall not be decreased by the conversion of shares of this Series.

        1.4  Liquidation Rights.  In the event of any liquidation, dissolution,
or winding up of the affairs of the Company, whether voluntary or otherwise,
after payment or provision for payment of the debts and other liabilities of
the Company, the holders of this Series shall be entitled to receive an
amount in cash for each share of this Series equal to $10.00 per share, plus
an amount equal to all dividends accumulated and unpaid on each such share
up to the date fixed for distribution, before any distributions shall be made
to the holders of the Common Stock and of any other capital stock of the
Company ranking junior to this Series upon the liquidation, dissolution or
winding up of the Company.  If upon any liquidation, dissolution or winding
up of the Company, the assets distributable among the holders of this Series
shall be insufficient to permit the payment in full to the holders of all
the then outstanding shares of this Series and all holders of preferred stock
ranking on a parity with this Series with respect to the payment upon
liquidation, dissolution and winding up of the Company of all preferential

<PAGE> 11

amounts payable to all such holders, then the entire assets of the Company
thus distributable shall be distributed ratably among the holders of this
Series and all such other holders of Preferred Stock in proportion to the
respective amounts that would be payable per share if such assets were
sufficient to permit payment in full.  Subject to the provisions of section
1.3(e)(i), a consolidation or merger of the Company with or into one or more
persons or the sale or transfer of all or substantially all of the assets of
the Company shall not be deemed to be a liquidation, dissolution or winding
up of the Company.

             1.5  Optional Cash Redemption.  The shares of this Series are not
        redeemable prior to October 20, 1999.  Thereafter, the shares of this
        Series are redeemable for cash, in whole at any time or from time to
        time in part at the option of the Company, at a redemption price of
        $10.00 per share, plus any accumulated and unpaid dividends thereon.

             Notice of redemption pursuant to this Section 1.5 will be mailed
        at least 30 days but not more than 60 days before the redemption date
        to each holder of record of shares of this Series to be redeemed at
        the address shown on the stock books of the Company (but no failure
        to mail such notice or any defect therein or in the mailing thereof
        shall affect the validity of the proceedings for such redemption
        except as to the holder to whom the Company has failed to mail such
        notice or except as to the holder whose notice was defective).  On and
        after the redemption date, dividends shall cease to accumulate on
        shares of this Series called for redemption (unless the Company
        defaults in the payment of the redemption price).

             If less than all the outstanding shares of this Series not
        previously called for redemption are to be redeemed pursuant to this
        Section 1.5, shares to be redeemed shall be selected by the Company
        from outstanding shares not previously called for redemption by lot
        or pro rata (as nearly as may be) as determined by the Board of
        Directors of the Company.  The Company may not redeem less than all
        outstanding shares of this Series pursuant to this Section 1.5 unless
        full cumulative dividends shall have been declared and paid or set
        apart for payment upon all outstanding shares of this Series for all
        past dividend periods.  Shares of this Series redeemed by the Company
        shall, after such redemption, have the status of authorized but
        unissued shares of preferred stock, without designation as to series,
        and may thereafter be issued.

             1.6  Voting Rights.  The holders of shares of this Series shall
        have no right to vote for any purpose, except as specifically required
        by the laws of the State of Delaware and except as follows:

                  So long as any shares of this Series remain outstanding, the
        affirmative vote or consent of the holders of a majority of the then
        outstanding shares of this Series, in person or by proxy, either in

<PAGE> 12

        writing or at a meeting called for that purpose (voting as a class with
        the holders of all other series of preferred stock ranking on a parity
        with this Series either as to dividends or distributions or upon
        liquidation, dissolution or winding up of the Company and upon which
        like voting rights have been conferred and are then exercisable), shall
        be necessary to permit, effect or validate the repeal, amendment or
        other change of any provision of the Certificate of Incorporation of
        the Company in any manner which materially and adversely affects the
        rights, preferences, or privileges of this Series or the holders
        thereof; provided, however, that any increase or decrease (but not
        below the number of shares of this Series then outstanding) in the
        amount of authorized preferred stock or the creation and issuance of
        other series of preferred stock, whether ranking on a parity with or
        junior or prior to this Series with respect to voting, the payment of
        dividends or the distribution of assets upon liquidation, dissolution
        or winding up shall not be deemed to materially and adversely affect
        such rights, preferences or privileges.  In connection with any right
        to vote, each holder of outstanding shares of this Series shall have
        one vote for each share held.

	The foregoing voting provisions will not apply if, at or prior to the
time when the act with respect to which such vote would otherwise be required
shall be effected, all outstanding shares of this Series shall have been
redeemed or sufficient funds shall have been deposited in trust to effect
such redemption.

	IN WITNESS WHEREOF, this Certificate has been executed and attested
by the undersigned on October 19, 1998, and shall be effective at 10:00 a.m.
Eastern Daylight Time on the date on which filed with the Secretary of State
of the State of Delaware.


                                       PARALLEL PETROLEUM CORPORATION



                                       By: /s/ Larry C. Oldham
                                          ---------------------------
                                          Larry C. Oldham, President

ATTEST:


/s/ Thomas W. Ortloff
----------------------------
Thomas W. Ortloff, Secretary