SecProbe.io

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Mail Stop 0303

								May 26, 2005

Via facsimile 801.446.5500 and U.S. Mail

Don J. Colton
Pioneer Oil and Gas
1206 W. South Jordan Parkway, Unit B
South Jordan, Utah 84095

Re:	Pioneer Oil and Gas
   	Schedule 13E-3 filed on May 5, 2005, File No. 80723
    	Preliminary Proxy Statement filed on May 5, 2005,
	File No. 0-30472

Dear Mr. Colton:

      We have reviewed your filings and have the following
comments. Where indicated, we think you should revise your documents
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a revision
is unnecessary.  Please be as detailed as necessary in your
explanation. In some of our comments, we may ask you to provide us
with supplemental information so we may better understand your
disclosure. After reviewing this information, we may or may not
raise additional comments.

      Please understand that the purpose of our review process is
to assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect of our review.  Feel free to call us at the telephone numbers
listed at the end of this letter.

Schedule 13E-3`````

1. We note that Messrs. Don J. Colton and Gregg B. Colton
beneficially own 10.93% and 11.0%, respectively, of Pioneer`s
common stock.  However, we were unable to locate Schedules 13D/G on
file for Don J. Colton and/or Gregg B. Colton.  Please advise.

2. It appears that you do not believe that pro forma financial
information pursuant to Item 13 of Schedule 13E-3 is applicable.
Please advise of your basis for not disclosing this financial
information as set forth in Item 1010 of Regulation M-A.

3. It does not appear that you have filed a form of proxy as set
forth by 14a-4 with your preliminary proxy statement.  Upon re-
filing your revised preliminary proxy statement, please include a
form of proxy.

4. We note that you disclose that Pioneer conducted an initial
public offering in 1981.  However, it appears from our records that
Pioneer entered the reporting system in 1998 by filing a Form 10-SB.
Please revise to reconcile or advise.

Schedule 14A

General

5. Please revise the body of your proxy statement to disclose
whether your affiliates, including your directors and/or officers,
will receive any compensation or benefits, as a result of this
transaction, that will differ from your unaffiliated security
holders.  For example, will your officers and directors be
compensated for their future services to Pioneer?  If so, please
disclose whether the compensation to be received by your officers
and directors will increase as a result of this transaction.  Will
there be any material alterations to the existing executive agreements
that will be favorable to your executive officers as a result of this
transaction?  To the extent that there are material differences
between the interests of your affiliated and unaffiliated security
holders in this transaction, prominently disclose a summary of the
interests and potential conflicts of interests of affiliates in
your "Summary Term Sheet."

6. Revise your proxy to discuss whether the board considered any
different factors with regard to the two categories of
unaffiliated stockholders.  That is, did any factors support the
determination with regard to the stockholders being cashed out but
not those that were remaining?

7. You disclose that the board authorized the stock splits that
will take place without shareholder vote since under Utah law a
shareholder vote is not required for a reverse stock split or for
the repurchase of fractional shares.  In view of the fact that a
security holder vote is not required for proposal 1, please revise
your proxy statement to disclose whether the board will implement the
stock splits and the company will "go private," regardless of whether
a majority of the security holders ratify the board`s action.  If
so, please disclose and expand the discussion of your procedural
safeguards to explain why each filing person believes that the
transaction is fair despite the fact that the transaction is not
structured so that approval of at least a majority of all your
security holders is required.

General Information

8. Please disclose on the cover page the price per share that
security holders owning fewer than 2,000 shares will receive in
the transaction.

Cautionary Notice Regarding Forward-Looking Statements

9. We note your reference to the Private Securities Litigation
Reform Act.  Section 27A(b)(1)(E) of the Securities Act of 1933 and
Section 21E(b)(1)(E) of the Securities Exchange Act of 1934 expressly
state that the safe harbor for forward looking statements does not
apply to statements made in connection with going private transactions.
Please revise.

Special Factors

	Reasons for the Stock Splits

10. You disclose that the company plans to provide security
holders with annual audited financial statements and proxy statements
after deregistration.  Please disclose how you plan to disseminate
this information to your security holders.

Alternatives to Stock Splits

11. You have indicated that you considered an issuer tender offer,
a traditional stock repurchase program and a cash out merger.
Please disclose whether you considered any transactions that did not
include management, such as placing Pioneer up for sale.  If not, please
disclose why the board did not consider such alternative, non-
management transactions.

Fairness of the Stock Splits

12. Where a transaction will affect different subsets of
unaffiliated shareholders differently, Rule 13e-3 requires a separate
analysis as to fairness for each.  Expand to address why each filing
person believes this transaction is fair to those unaffiliated
shareholders who will be cashed out as well, as those who will remain
as shareholders of an illiquid security.

13. We refer you to the discussion of procedural safeguards.
Please expand this discussion to explain why the transaction is
procedurally fair despite the fact that Pioneer does not require the
approval of at least a majority of unaffiliated security holders.  See
Item 1014(c).

   Advantages of the Stock Splits

14. With respect to the ability of smaller shareholders to
purchase stock to reach the 2000 share threshold, how can the company
guarantee that the consummation of the transactions will result in
fewer than 300 common stock holders so that the company may go
private?  If you are assuming that few small shareholders will
seek to purchase additional shares, then you should include this
qualification when you indicate that you will have fewer than 300
holders.

   Opinion of Gate-Way

15. Provide us with copies of all projections and forecasts, as well
as any other materials exchanged among the parties that quantified
any strategic, financial or operational benefits anticipated from the
reverse/forward stock split.  Disclose any projections or
forecasts provided by the company to Gate-Way in the proxy statement
disseminated to shareholders.

16. We note that the valuation opinion from Gate-Way is based on
factors and assumptions.  Advise whether you have disclosed all of
the factors and assumptions provided to Gate-Way for use in its
valuation opinion.  In this regard, ensure that your disclosure
summarizes all of the material assumptions and projections that
were presented to Gate-Way.  Also, textually explain how the
assumptions were used to derive the fair value of the company.

17. We note that the summary of Gate-Way`s report in the proxy
statement and in Exhibit A is qualified in its entirety by the
full text of the opinion.  A qualification of this type appears to
be inconsistent with the requirement that all material information be
provided in the information statement.  Please revise.

18. We note that your financial advisor considered two valuation
methods in providing its valuation opinion.  Please substantially
revise your disclosure to provide a materially complete
explanation of both valuation methods.  You should provide a discussion
of both valuation methods, the assumptions made under both valuation
methods, statistical findings of both valuation methods and how your
financial advisor ultimately derived the value of Pioneer under both
valuation methods.  To the extent that the valuation methods use ratios
and multiples to value Pioneer under the two valuation methods, please
discuss and explain how the ratios and multiples support Gate-Ways
conclusions.  Also, the discussion of your public comparable
analysis should identify the group of nine oil and gas companies and
discuss the basis for choosing the companies and/or the transactions
that are part of the comparison.

19. Please disclose how Gate-Way determined the weight to apply to
each valuation method to derive the ultimate fair value of
Pioneer. In this regard, your proxy statement should be revised to
specifically disclose the basis for Gate-Way`s decision to weight
the market approach at 60% and the income approach at 40%.  Why did
Gate-Way assign a greater weight to the market approach than the
Income approach?

Proposal Two: Election of Directors

   General

20. Please expand the disclosure regarding your audit committee
pursuant to Item 7(d) of Schedule 14A.

21. Please disclose the information required by Item 7(d)(2)(ii)
of Schedule 14A regarding the company`s nomination process.

Executive Compensation and Related Information Background of the
Stock Splits

22. You disclose that deregistration has been discussed since the
implementation of the Sarbanes-Oxley Act and that you had informal
meetings when the Act was passed.  In view of the fact that the
Sarbanes Oxley Act was passed in 2002, please expand your
disclosure to discuss the material events regarding this transaction
that took place from the time the Sarbanes-Oxley Act was passed until
the "past several months."  Did the board or management have discussions
during this time period regarding the possibility of deregistering its
common stock?  Why have you chosen to undertake the stock splits
now? For example, why did the board consider the advantages and
disadvantages of remaining a SEC reporting company "[d]uring the
past several months?"  Who initiated the review of the alternatives?

23. Please expand the disclosure in this section to provide a more
detailed discussion of all material events that led to and
culminated with the board`s decision to undertake the split
transactions. Although we understand that you have a general discussion
of the background of your stock splits, your disclosure should include
a description of all material contacts, negotiations and agreements
that took place prior to the board approval of the stock splits.
See Item 1005 of Regulation M-A.  Identify the person(s) who initiated
and participated in the process, and describe the context and
nature of each material action, including each specific action taken
by the board that led to the approval of this transaction. This revised
section should specifically discuss the role of affiliates in
initiating and structuring the stock splits.  Further, the
disclosure should address whether board or the company`s management
consulted with counsel or consultants other than Gate-Way.

24. We note that you have filed a valuation opinion from Gate-Way
as an exhibit to the Schedule 13E-3.  Please expand to provide all of
the disclosure required by Item 1015 of Regulation M-A in
connection with this third party report.  For example, include the
information required by Item 1015(b)(2) and (3) regarding the
qualifications of Gate-Way and the method of selection, respectively.

25. Please expand the disclosure regarding your discussion of how
the board reached its determination as to the proposed terms of
the stock splits, including how the board determined the reverse stock
split ratio of 1 share for each 2,000 shares.  In this regard, it
would be helpful to expand the disclosure to describe the board`s
consideration of various split ratios in more detail.  Also,
clearly identify who determined the consideration to be offered to
fractional security holders and disclose the criteria used to determine
the ultimate consideration, including an explanation of how the board
derived the premium.

Federal Income Tax Consequences

26. To the extent that the tax consequences of this transaction
for the company and its affiliates differ from those of the
unaffiliated security holders, revise to address this difference and
to clarify whether this potential difference was a reason for
undertaking this transaction in this form at this time.  See Item
1013(c) of Regulation M-A.

Incorporation of Certain Documents by Reference

27. Advise us of the authority upon which you rely to forward
incorporate by reference future Exchange Act reports into the
Schedule 14A, or revise the disclosure to indicate that you will
specifically amend the Schedule 13E-3 and Schedule 14A to include
the information if filed to the extent required to fulfill your
disclosure obligation.

28. We note that you are incorporating by reference Pioneer`s Form
10-QSB for the quarter ended March 31, 2005.  Please advise of the
authority you are relying upon to incorporate by reference in this
manner.  Alternatively, revise your Schedule 14A to include this
information.

Closing

      As appropriate, please amend your filing and respond to
these comments within 10 business days or tell us when you will
provide us with a response.  Also please provide us with marked copies
to your revised preliminary proxy statement in accordance with Rule
14a-6(h). Please furnish a cover letter with your amendment that keys
your responses to our comments and provides any requested supplemental
information.  Detailed cover letters greatly facilitate our
review. Please understand that we may have additional comments after
reviewing your amendment and responses to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be certain that they have provided all information investors require
for an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide, in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

 	In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff of
the Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      Please direct any questions to me at (202) 551-3456.  You
may also contact me via facsimile at (202) 772-9203.

					Sincerely,

      	                  Jeffrey B. Werbitt
            	            Attorney-Advisor
                  		Office of Mergers and Acquisitions

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