SecProbe.io

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Postal Code 20549-0405

								December 10, 2004

via facsimile and U.S. mail

J. Michael Carr
Chief Executive Officer and President
Pioneer Railcorp
1318 South Johanson Road
Peoria, Illinois  61607

Re:  	Pioneer Railcorp
	Schedule 13E-3 filed November 9, 2004
	File no. 5-47260

	Preliminary Schedule 14A filed November 9, 2004
	File no. 1-12072

	Form 10-KSB for the fiscal year ended December 31, 2003
	File no. 1-12072
	Filed March 18, 2003

Dear Mr. Carr:

	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.

Schedule13E-3

General
1. We note that you identify Pioneer Railcorp and Pioneer Merger
Corporation as the only filing persons.  Please advise us why you
believe that Mr. Brenkman should not be added as a filing person
on
the Schedule 13E-3, as he appears to be an affiliate engaged in
this
going private transaction.  For help in making this determination,
please review Section II.D.3 of our Current Issues Outline,
publicly
available at our website at www.sec.gov.

Alternatively, please revise to include him as a filing person on
the
Schedule 13E-3.  Please note that an added filing person must
individually comply with the filing, dissemination and disclosure
requirements of Schedule 13E-3.  Therefore, you will need to
revise
the disclosure to include all of the information required by
Schedule
13E-3 and its instructions for any filing person added in response
to
this comment.  For example, include a statement as to whether the
person believes the Rule 13E-3 transaction to be fair to
unaffiliated
security holders and an analysis of the material factors upon
which
he relied in reaching such a conclusion.  See Item 8 of Schedule
13E-
3, Item 1014 of Regulation M-A and Question and Answer No. 5 of
Exchange Act Release No. 34-17719 (April 13, 1981).
Preliminary Proxy Materials
General
2. Please provide updated interim financial and pro forma
information
pursuant to Item 1010 of Regulation M-A.
3. It appears that the electronically filed proxy statement is
missing the front cover page of Schedule 14A.  Please revise.
Refer
to Schedule 14A.
4. Please expand the legend required by Rule 13e-3(e)(1)(iii) to
make
clear that any representation contrary to the legend is a criminal
offense.

Letter to Shareholders
5. Please clearly state, as you indicate on page 28, that
shareholders wishing to exercise their appraisal rights under Iowa
law must, before a shareholder vote on the merger, deliver to
Pioneer
Railcorp written notice of his or her intent to demand payment for
shares when and if the merger is effectuated; and either abstain
from
voting on, or vote against the merger.  Also, please provide a
cross
reference to the section of the proxy where you provide a complete
description of the rights of appraisal under Iowa law.
6. Here, and elsewhere in the filing, you should consider
indicating
the total dollar value of the offer.

Important Notices, page 5
7. We advise you to move this section to another section of the
proxy
statement, preferably after you explain the most material aspects
of
the going private transaction.  For example, this disclosure
should
appear after the questions and answers section.
8. We do not understand why you advise shareholders that by
accepting
receipt of the proxy statement, they agree not to permit any
reproduction or distribution of its contents in whole or in part.
9. Please delete the third paragraph of this section.  Security
holders are entitled to rely upon the document.

Table of Contents, page 6
10. Please also list the appendices to the proxy in the table of
contents.

Summary Term Sheet, page 7
11. The summary term sheet should "briefly" describe the material
terms of the transaction in bullet point format.  See Item 1001 of
Regulation M-A.   Further revise your information to provide a
clear
presentation of information that is material to investors.  For
example, your "overview of the merger" section repeats the terms
of
the transaction that you describe under "purpose, structure and
effects of the merger."  You repeat that holders of fewer than
2,000
shares will receive $2.85 per share and holders of 2,000 or more
shares will continue to represent one share of Pioneer Railcorp
common stock after the merger.  Please revise to avoid such
redundancy.  Refer to Part II.F.2.a of SEC Release No. 33-7760
(October 22, 1999) for a discussion of the items that should be
discussed in the summary term sheet.
12. Please revise the summary term sheet so that it appears in
bullet
point format.  See Item 1001 of Regulation M-A.
13. Revise the summary term sheet to disclose the number and
percentage of outstanding shares held by unaffiliated security
holders that must be voted in favor of the merger in order to
approve
the transaction.

Recommendation of the Board of Directors, page 8
14. Item 1014(a) of Regulation M-A requires that each filing
person
make a fairness determination with respect to the unaffiliated
shareholders.  We note your disclosure indicating that the board
of
directors believes the transaction is fair to all Pioneer Railcorp
security holders, including those not affiliated with Pioneer
Railcorp."  Revise the disclosure throughout the document to
clarify
that the fairness determinations have been made with respect to
unaffiliated shareholders alone.  See also, for example, page 17.
Also, include a fairness discussion for unaffiliated shareholders
who
will retain an interest in the company and those unaffiliated
shareholders who will not.  See Item 1014(a) of Regulation M-A and
Question and Answer No. 19 in Exchange Act Release No. 34-17719
(April 13, 1981).  Please revise as necessary.
15. Your disclosure on the bottom of page 15 indicates that Mr.
Brenkman did not participate in the Board`s determination.  Please
revise here and throughout the document to reflect Mr. Brenkman`s
abstention.

Conditions to the merger, page 9
16. Please update disclosure to indicate the current status of
your
plans to finance the merger with a $5 million loan from National
City
Bank as discussed at page 26.  Indicate here that financing is not
yet assured.  Confirm to us that when the financing is complete,
you
will file the relevant agreements as exhibits to your document.

How was the Cash Price Determined.

Questions and Answers About the Special Meeting and the Merger,
page
11
17. We note that proxies solicited for this meeting will be valid
even if the meeting is postponed or adjourned.  Advise us whether
the
company will use discretionary authority to vote proxies voted in
favor of the merger in favor of adjourning the meeting to solicit
additional proxies.  Please note that the ability to adjourn a
meeting to solicit additional proxies is not a matter incidental
to
the conduct of the meeting.  See Rule 14a-4.  To the extent that
you
wish to vote the proxies in this way, you must provide another
voting
box on the proxy card so shareholders may decide whether to grant
a
proxy to vote in favor of adjournment for the solicitation of
additional votes.
18. Revise the Q&A on page 12 and the disclosure on page 19 to
disclose that the valuation report is filed as an exhibit to the
Schedule 13E-3 and is available on EDGAR.  File the valuation
report
as an exhibit to the Schedule 13E-3 as required by Item 1016(c) of
Regulation M-A.  Clarify whether the valuation report is the
report
summarized on pages 19-22.  If not, revise the document to
summarize
the report as required by Item 1015(b)(6) of Regulation M-A.

Special Factors, page 13
19. Clarify how you will treat those who hold shares in street or
nominee name in the merger.  Will you look through the nominee and
cash out each shareholder who holds fewer than 2000 shares, or
will
you conduct the transaction at the record holder level?  It
appears
from page 18 that the determination will be made at the record
holder
level.  If true, revise to clarify and highlight that security
holders who hold their shares in street name and hold fewer than
2000
shares will be unable to predict whether they will be cashed out
in
the merger unless they take action to become holders of record.
Background of the merger proposal, page 13
20. Clarify the board`s reasons for soliciting the transaction at
this time.  Given your statement that "[t]hese and other SEC
registration related costs have been increasing over the years"
and
that Sarbanes-Oxley was enacted nearly two years ago, please
revise
to explain why you seek to undertake the going private transaction
at
this time, rather than other times in your operating history.  See
Item 1013(c) of Regulation M-A.
21. Each presentation, discussion, or report held with or
presented
by an outside party that is materially related to the Rule 13e-3
transaction, whether oral or written, is a separate report that
requires a reasonably detailed description meeting the
requirements
of Item 1015 of Regulation M-A.  This requirement applies to both
preliminary and final reports.  Revise to summarize any and all
presentations made by Donnelly Penman or other third parties
during
your evaluation of the transaction and file any written materials,
as
exhibits to the Schedule 13E-3 pursuant to Item 9 of Schedule 13E-
3
and Item 1016(c) of Regulation M-A.  Please summarize the
alternative
structures associated with the transaction that were discussed at
the
meeting.  For each Item 9 report, disclose the date of the
contact,
the names of the parties in attendance, the identification of the
persons who initiated the contact, a summary of the dialogue and
the
information exchange and the basis of any views expressed.  Among
other items, the written materials include analyses, talking
papers,
drafts, summaries or outlines.
Summarize any discussions that management had with Donnelly Penman
in
connection with the advice it sought concerning financial terms of
the transaction and any meetings or discussions that the advisor
had
with senior management during the course of discussions described
on
pages 15 and 16.  We note that Donnelly Penman conducted several
meetings with senior management in preparation for its report
titled
Pioneer Railcorp Valuation as of June 30, 2004.  Please revise as
necessary.
22. To the extent possible, please quantify the estimated costs
associated with undertaking the alternative methods of going
private
you discuss on page 14.
23. We note that you chose a merger structure over a reverse stock
split, in part, because you will be able to cash out warrant
holders
in a merger.  Revise this section to disclose who holds these
warrants.  Also disclose what would happen to the warrants in a
reverse stock split.  In addition, we note that almost half of Mr.
Brenkman`s 40.22% beneficial ownership is attributable to
warrants.
We also note the number of warrants held by other board members.
Revise the fairness section to clarify what consideration the
board
and each filing person gave to this fact in considering the
fairness
of this transaction with respect to each group of unaffiliated
security holders.  Also revise to disclose, with respect to each
filing person, the extent to which the ability to cash out warrant
holders is a reason for structuring the transaction in this way,
as
required by Item 1013(b) of Regulation M-A.  Finally, quantify the
payments each director and filing person will receive as a result
of
cashing out warrants and explain what consideration the board and
other filing persons gave to these payments in reaching their
fairness determinations.  Clarify whether any members of the
special
committee hold warrants.
24. Expand your discussion of the background of the merger to
describe all meetings, negotiations, contacts, etc. among board
members and management.  Identify the participants in and
initiator
of each meeting or contact.  Disclose the date of each meeting or
contact and revise your discussion of meetings to describe the
content of those discussions to give readers a better sense of the
background.  Please note that while the following list is not
intended to be exhaustive, the points noted below provide examples
of
disclosure that should be revised to disclose the following:

- who first proposed the possibility of going private and the date
on
which this occurred
- the date when management contacted Donnelly Penman for advice
concerning the financial terms of the transaction
- identify all persons present at each meeting
- identify the members of "management" who engaged in the various
actions describe here
- the substance of the discussions between board members on
whether
outside financing would be required to fund the repurchase of the
securities in a going private transaction
- identify the members of the special committee
- include a discussion of the questions posed by the board when
Donnelly Penman presented its valuation report
- when the special committee approved and recommended the proposed
merger
- when Mr. Brenkman decided and announced that he felt it would be
inappropriate to participate in the board`s decision regarding
pricing considerations and approval of the transaction
- when and who participated in the discussions regarding the terms
of
the proposed Agreement and Plan of Merger
- explain the number of factors considered by the board in
unanimously approving the merger agreement and merger
- clarify whether Mr. Brenkman was present for the board`s vote
even
though he abstained
25. From the disclosure, it is unclear if the board or Donnelly
Penman first initiated the discussion on the consideration that
shareholders would receive.  Please revise to clarify who
initiated
selecting the proposed price of $2.85 per share to shareholders
receiving cash and $0.85 per warrant to be paid to warrant
holders.
We also note your disclosure on page 19 that Donnelly Penman did
not
recommend the amount of consideration to be paid in the going
private
transaction.  Also, disclose to explain the bases on which the
board
selected the merger consideration.
26. Please clarify in the proxy statement when Donnelly Penman
summarized the valuation report for the board.  Was it at the
September 20, 2004 meeting?  Did a representative from Howard and
Howard make a presentation at the same meeting?  Please revise to
clarify.

Structure of the merger, page 17
27. To the extent individual affiliates of Pioneer Railcorp are
included as filers on the Schedule 13E-3 (see comment no. 1
above),
provide the disclosure regarding net book value and net earnings
required by Instruction 3 to Item 1013 of Regulation M-A.

Financial fairness, page 18
28. Clarify who managed the relationship with the financial
advisor.
In the background section, you state that they were hired by the
special committee, but here you state that the "board imposed no
limitations" on the financial advisor.
29. Clarify whether any portion of the financial advisor`s fee is
contingent upon the success of the transaction.
30. We suggest that you take each analysis to the next step.  In
other words, discuss what a range of numbers you disclose mean