SecProbe.io

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Mail Stop 3628

								July 13, 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/A
    Filed on July 1, 2005
    File No. 5-80723
    Revised Preliminary Proxy Statement
    Filed on July 1, 2005
    File No. 0-30472

Dear Mr. Colton:

      We have reviewed your amended filings and have the following
comment.  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

Item 13.  Financial Information`````

1. We refer you to comment 2 of our letter dated May 26, 2005 and
comment 2 of our letter dated June 10, 2005.  Although we
understand that your preliminary proxy statement provides a pro
forma balance sheet as of March 31, 2005 and a pro forma statement
of stockholders equity for the six months ended March 31, 2005, it
does not appear that the disclosure contains the information required
by 1010(b)(2) and (3) of Regulation M-A.  For example, you do not
furnish a statement of operations that discloses the effect of the
transaction on earnings per share for the most recent fiscal year
and the latest interim period.   Also, it does not appear that you
disclose Pioneer`s book value per share as of March 31, 2005.  Please
revise to specifically disclose this information or advise why you
believe that this disclosure is not material.

Preliminary Proxy Statement

Form of Proxy   ``

2. Please revise the form of proxy to comply with Rule 14a-4.  In
this regard, please provide a means for shareholders to withhold
authority to vote for each nominee.  See Rule 14a-4(b)(2).
Further, provide a means for security holders to abstain with
respect to each matter.  See Rule 14a-4(b)(1).

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, we remind you
to 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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