SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BENNETT JAMES D

(Last)

(First)

(Middle)

C/O BENNETT MANAGEMENT CORP

2 STAMFORD PLZ STE 1501 281 TRESSER BLVD

(Street)

STAMFORD

06901

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PIONEER COMPANIES INC [ PONR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/28/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/28/2004		S		100,000⁽¹⁾	D	$13.6069	1,200,000⁽²⁾	I	Please See Footnote⁽³⁾
Common Stock	09/29/2004		S		225,000⁽⁴⁾	D	$13.3911	975,000⁽²⁾	I	Please See Footnote⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

BENNETT JAMES D

(Last)

(First)

(Middle)

C/O BENNETT MANAGEMENT CORP

2 STAMFORD PLZ STE 1501 281 TRESSER BLVD

(Street)

STAMFORD

06901

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

RESTRUCTURING CAPITAL ASSOCIATES LP

(Last)

(First)

(Middle)

2 STAMFORD PLAZA, SUITE 1501

281 TRESSER BLVD

(Street)

STAMFORD

06901

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. 44,984 shares disposed of by Bennett Restructuring Fund, L.P. 31,238 shares disposed of by Bennett Offshore Restructuring Fund, Inc. 17,564 shares disposed of by Bennett Restructuring Fund II, L.P. 6,214 shares disposed of by Barclays Global Investors Distressed Specialist Fund I.

2. Each of the Reporting Person and the joint filer disclaims beneficial ownership to the extent of their pecuniary interest therein.

3. Shares held in accounts of various entities over which the Reporting Person exercises investment discretion as the principal of a General Partner or Investment Manager and the joint filer exercises investment discretion as the General Partner or Investment Manager.

4. 97,000 shares disposed of by Bennett Restructuring Fund, L.P. 75,000 shares disposed of by Bennett Offshore Restructuring Fund, Inc. 42,000 shares disposed of by Bennett Restructuring Fund II, L.P. 11,000 shares disposed of by Barclays Global Investors Distressed Specialist Fund I.

	By: /s/ James D. Bennett	09/30/2004
	Restructuring Capital Associates, L.P., By: /s/ James D. Bennett, Principal	09/30/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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