SecProbe.io

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Postal Code 20549

								June 15, 2005

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
	Amendment No. 4 to Schedule 13E-3
	Filed May 27, 2005
	File no. 5-47260
      Amendment No. 4 to Preliminary Schedule 14A
      Filed May 27, 2005
	File no. 1-12072

Dear Mr. Carr:

	We have reviewed your amended 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.

Special Factors, page 12
1. We note your added disclosure and response to our prior comment
1.
Please file the additional Donnelly Penman materials that you
provided to us as an appendix to your response letter as an
exhibit
to your Schedule 13E-3.  Refer to Item 9 of Schedule 13E-3 and
Items
1015 and 1016 of Regulation M-A.

Recommendation of the Board of Directors, page 28
2. Provide a discussion explaining why the Board believes the
transaction is fair to unaffiliated shareholders.  Please address
the
issues raised in prior comments 3 through 5.

Position of Pioneer Merger Corporation as to the Fairness, page 33
3. We note your response to prior comment 4.  Please expand your
disclosure to explain why you believe Mr. Brenkman`s 38% ownership
renders the transactions impracticable.
Closing Comments

	Please file an amended Schedule 13E-3 and Schedule 14A in
response to these comments.  Mark the amendments so that the
revisions, including those made not in response to staff comment,
are
clear and distinguishable from the text of earlier submissions.
See
Rule 310 of Regulation S-T.  In addition, please furnish a cover
letter that keys your responses to our comments and provide any
supplemental information we requested.  This comment letter should
be
filed on EDGAR as correspondence.  If you believe complying with a
comment is not appropriate, tell us why in your letter.  You
should
be aware that we might have additional comments based on your
responses.

 	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
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.

	For questions on other comments, please contact Johanna Vega
Losert, Attorney-Advisor, at (202) 551-3325, or Susan Block,
Attorney-Advisor at (202) 551-3210.   You may also reach me at
(202)
551-3345.

							Sincerely,

							Michael Pressman
							Special Counsel
							Office of Mergers and
Acquisitions

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Pioneer Railcorp
June 15, 2005
Page 2

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

         DIVISION OF
CORPORATION FINANCE

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