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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                 SCHEDULE 13G/A

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 3)*



                        PIONEER NATURAL RESOURCES COMPANY
                                (Name of Issuer)

                          Common Stock, $0.01 par value
                         (Title of Class of Securities)


                                    723787107
                                 (CUSIP Number)


                                 March 11, 1999
                              (Date of Event Which
                       Requires Filing of this Statement)



Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

         [ ] Rule 13d-1(b)

         [X] Rule 13d-1(c)

         [ ] Rule 13d-1(d)


         *The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.

         The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).



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                                  SCHEDULE 13G

CUSIP No. 723787107

1   NAME OF REPORTING PERSONS
       I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

       Richard E. Rainwater

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
       (See Instructions)
                                                                (a)  [ ]

                                                                (b)  [ ]

3   SEC USE ONLY

4   CITIZENSHIP OR PLACE OF ORGANIZATION

       USA

                       5        SOLE VOTING POWER         
                                5,268,804                 
  NUMBER OF                                              
   SHARES              6        SHARED VOTING POWER       
BENEFICIALLY                    247,710                   
  OWNED BY                                                
    EACH               7        SOLE DISPOSITIVE POWER    
  REPORTING                     5,268,804                 
   PERSON                                                              
    WITH               8        SHARED DISPOSITIVE POWER  
                                247,710                   
                       
9        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         5,516,514

10       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
         (See Instructions)                                   [ ]

11       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
          5.5%(1)

12       TYPE OF REPORTING PERSON (See Instructions)
         IN


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        The Schedule 13G previously filed by the reporting person on March 31,
1998, as amended on June 22, 1998 and on September 16, 1998, is hereby amended
as follows:

ITEM 1.

        No modification.

ITEM 2.

        No modification.

ITEM 3. If this statement is filed pursuant to 240.13d(b) or 240.13d-2(b) or
(c), check whether the person filing is a:

        (a) [ ] Broker or dealer registered under section 15 of the Act 
     (15 U.S.C.78o).

        (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

        (c) [ ] Insurance company as defined in section 3(a)(19) of the Act 
     (15 U.S.C. 78c).

        (d) [ ] Investment company registered under section 8 of the Investment
     Company Act of 1940 (15 U.S.C. 80a-8).

        (e) [ ] An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);

        (f) [ ] An employee benefit plan or endowment fund in accordance with
     240.13d-1(b)(1)(ii)(F);

        (g) [ ] A parent holding company or control person in accordance with
     240.13d-1(b)(1)(ii)(G);

        (h) [ ] A savings association as defined in Section 3(b) of the Federal
     Deposit Insurance Act (12 U.S.C. 1813);


- --------

(1) Based on 100,300,023 shares of Common Stock outstanding as of February 26,
1999, as reported in the Issuer's most recently filed Form 10-K.


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        (i) [ ] A church plan that is excluded from the definition of an
     investment company under section 3(c)(14) of the Investment Company Act of
     1940 (15 U.S.C. 80a-3);

        (j) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J).


ITEM 4. OWNERSHIP

Provide the following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item 1.

        (a) Amount beneficially owned: 5,516,514

        (b) Percent of class: 5.5%.

        (c) Number of shares as to which each person has:

            (i)   sole power to vote or to direct the vote: 5,268,804

            (ii)  shared power to vote or to direct the vote:  247,710

            (iii) sole power to dispose or to direct the disposition of:  
                  5,268,804

            (iv)  shared power to dispose or to direct the disposition of:  
                  247,710

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

        Not applicable.

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

        A proxy to vote 2,671,076 shares of Van Beuren Enterprises, L.L.C.,
granted to Mr. Rainwater as of September 2, 1998, was terminated effective March
11, 1999. Accordingly, such shares are no longer included in the total number of
shares of Common Stock reported herein.

        Of the 5,516,514 shares of Common Stock reported herein by Mr.
Rainwater, 5,159,480 are owned directly by Mr. Rainwater, 109,324 shares are
owned directly by Rainwater, Inc., of which Mr. Rainwater is the sole
shareholder, and 247,710 shares (of which Mr. Rainwater disclaims beneficial
ownership pursuant to Rule 13d-4) are owned directly by Mr. Rainwater's spouse.
Thus, Rainwater, Inc. and Mr. Rainwater's spouse have the right to receive and
the power to direct the receipt of dividends from, and the proceeds from the
sale of, 109,324 shares and 247,710 shares, respectively, of Common Stock.


ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
        SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

        Not applicable.


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ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

        Not applicable.

ITEM 9. NOTICE OF DISSOLUTION OF GROUP

        Not applicable.

ITEM 10. CERTIFICATION

        By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the affect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.


                                    SIGNATURE

        After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.

Date: April 22, 1999



                                        /s/ J. Randall Chappel  
                                        ----------------------------------------
                                        Richard E. Rainwater
                                        By: J. Randall Chappel, Attorney-in-Fact


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