def14a

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )


	Filed by the Registrant x
	Filed by a Party other than the Registrant o

	Check the appropriate box:


	o Preliminary Proxy Statement
	o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
	x Definitive Proxy Statement
	o Definitive Additional Materials
	o Soliciting Material Pursuant to §240.14a-12


	x No fee required.
	o Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.


	3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):


	o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Pioneer Companies, Inc. will hold its Annual Meeting of Stockholders at the Hyatt Regency Houston, 1200 Louisiana Street, Houston, Texas, on Thursday, May 13, 2004, at 9:00 a.m.


	•	to elect five directors to serve until the Annual Meeting of Stockholders in 2005;

	•	to consider the ratification of the appointment of Deloitte & Touche LLP as Pioneer’s independent certified public accountants for the current year; and

	•	to transact any other business that properly comes before the meeting.

Pioneer’s Board of Directors has selected April 6, 2004, as the record date for determining stockholders entitled to vote at the Annual Meeting. A list of stockholders entitled to vote at the meeting and number of shares registered in the name of each stockholder will be available for examination by any stockholder at the office of the Secretary of Pioneer, 700 Louisiana Street, Suite 4300, Houston, Texas, during ordinary business hours beginning April 26, 2004, until the date of the meeting.

You are cordially invited to attend the Annual Meeting. If you do not expect to attend the Annual Meeting in person, please vote, date and return the enclosed proxy as promptly as possible in the enclosed reply envelope.


	By Order of the Board of Directors,


	Kent R. Stephenson
	Vice President, General Counsel
	and Secretary

At the annual meeting of Pioneer Companies, Inc., stockholders will act upon the matters outlined in the notice of meeting on the cover page of this proxy statement, including the election of five directors and ratification of the appointment of our independent auditors. In addition, our management will report on Pioneer’s performance during 2003 and our current operating and financial performance and outlook, and respond to questions from stockholders. Pioneer’s Annual Report for the fiscal year ended December 31, 2003, is being mailed with this proxy statement.

The annual meeting will be held on Thursday, May 13, 2004, at the Hyatt Regency Houston, 1200 Louisiana Street, Houston, Texas, beginning at 9:00 a.m. The approximate mailing date of this proxy statement and the accompanying proxy is April 13, 2004.

Our directors are encouraged to attend the annual meeting, unless a schedule conflict or some other valid reason prevents attendance. Last year all of our directors attended the annual meeting.

Pioneer is soliciting your proxy on behalf of our Board of Directors. Pioneer is paying the expense of preparing, printing and mailing this proxy statement, and we will reimburse banks, brokers and other custodians, nominees and fiduciaries for their costs in sending the proxy statement to the beneficial owners of the common stock. In addition to the solicitation of proxies by mail, proxies may also be solicited by telephone, telegram or personal interview by our employees.

Only those who owned Pioneer’s common stock of record at the close of business on the record date, April 6, 2004, are entitled to receive notice of the annual meeting and to vote the shares of common stock that they held on that date at the meeting, or at any postponements or adjournments of the meeting.

Each outstanding share of our common stock is entitled to one vote on each matter to be voted on at the meeting. On April 6, 2004, the record date for determining those who are entitled to vote at the meeting, there were a total of 10,017,265 shares of common stock outstanding.

You may either vote in person at the annual meeting or vote by proxy. To vote by proxy, you must:


	•	Complete and properly sign and date the enclosed proxy card.

	•	Return the proxy card to us in the enclosed self-addressed envelope. We must receive your proxy card not later than the day preceding the annual meeting for your proxy to be valid and for your vote to be counted.

If you comply with these instructions, your proxy will be voted as you direct. If your proxy card does not either specify a vote for or withhold authority to vote for a nominee for election as a director, the proxy will be

A stockholder who gives a proxy for use at the annual meeting can revoke it by providing Kent Stephenson, our Vice President, General Counsel and Secretary, with notice that the proxy is being revoked, or by submitting a later dated proxy. If you attend the annual meeting in person, you can revoke your proxy by voting at the meeting.

The presence at the meeting, in person or by proxy, of the holders of a majority of the shares of common stock outstanding on the record date will constitute a quorum, permitting the meeting to conduct its business. Abstentions and broker “non-votes” will be counted as present for purposes of determining whether there is a quorum at the annual meeting. The term broker “non-votes” refers to shares held by brokers and other nominees or fiduciaries that are present at the annual meeting but are not voted on a particular matter because those persons are precluded from exercising their voting authority because of the matter’s “non-routine” nature.

Directors are elected by a plurality of the votes cast at the meeting by the holders of our common stock. Ratification of Deloitte & Touche LLP as our independent auditors for the fiscal year ending December 31, 2004, requires the affirmative vote of a majority of the voting power of the shares present in person or by proxy at the meeting to constitute the action of the stockholders. Abstentions and broker “non-votes” will have no effect on the vote for directors or the ratification of the appointment of our independent auditors.

Unless you give other instructions on your proxy card, the persons named as proxy holders on the proxy card will vote in accordance with the recommendations of the Board of Directors. The Board’s recommendation is set forth together with the description of each item in this proxy statement. With respect to any other matter that properly comes before the meeting, the proxy holders will vote as recommended by the Board of Directors or, if no recommendation is given, in their own discretion.

The following table shows, as of April 6, 2004, certain information regarding the shares of common stock owned by each person or entity that is known by Pioneer to be the beneficial owner of more than five percent of our common stock. Except as noted, each person or entity has sole voting and investment power over the shares shown in the table.


(1)	Based on an amendment to a Schedule 13G filed with the Securities and Exchange Commission on January 5, 2004, James D. Bennett has shared dispositive and voting power over shares that are owned by certain of Mr. Bennett’s affiliates, including Bennett Restructuring Fund, L.P., Bennett Restructuring Fund II, L.P., Bennett Offshore Restructuring Fund, Inc. and Barclays Global Investors Distressed Specialist Fund I.

(2)	Based on an amendment to a Schedule 13G filed with the Securities and Exchange Commission on February 24, 2004, Cannell Capital LLC and its affiliate, J. Carlo Cannell, have shared dispositive and voting power over shares that are owned by certain of Cannell Capital’s affiliates, including The Anadega Fund Limited, The Cuttyhunk Fund Limited, Tonga Partners, L.P., GS Cannell Portfolio LLC, Pleiades Investment Partners, L.P.

(3)	Based on an amendment to a Schedule 13G filed with the Securities and Exchange Commission on January 5, 2004, Merrill Lynch & Co., Inc., through an operating division of its asset management subsidiaries, Merrill Lynch Investment Managers, has shared dispositive and voting power over shares that are owned by the asset management subsidiaries. Merrill Lynch & Co., Inc. has disclaimed beneficial ownership of the shares.

(4)	Based on an amendment to a Schedule 13G filed with the Securities and Exchange Commission on March 10, 2004, Putnam Investment Management, LLC (“Putnam Investment”), the investment advisor to the Putnam family of mutual funds, and The Putnam Advisory Company, LLC (“Putnam Advisory”), the investment advisor to Putnam’s institutional clients, have shared dispositive power over shares of common stock held by such mutual funds and institutional clients, and Putnam Advisory has shared voting power over shares of common stock held by the institutional clients. Putnam Investment and Putnam Advisory are wholly-owned subsidiaries of Putnam, LLC, which is in turn a wholly-owned subsidiary of Marsh & McLennan Companies, Inc. Putnam, LLC and Marsh & McLennan Companies, Inc. have disclaimed beneficial ownership of the shares.

The following table shows, as of April 6, 2004, information regarding beneficial ownership of our common stock by our directors and director nominees and each executive officer named in the Summary Compensation Table shown below.


(*)	Less than one percent.

(1)	Messrs. Weinstein, Lesser, Rosenthal and McGovern each own 1,000 outstanding shares of Common Stock; the remainder of the shares beneficially owned by each of them represent shares of common stock subject to options that are exercisable within 60 days of April 6, 2004.

(2)	All of the shares beneficially owned by Messrs. Glattly, Pittman, Scholes and Stephenson represent shares of common stock subject to options that are exercisable within 60 days of April 6, 2004.

We do not know of any current arrangements, including any pledge of Pioneer securities by any persons, that may result in a change of control of Pioneer in the future.

Our current directors, David N. Weinstein, Marvin E. Lesser, Michael Y. McGovern and Gary L. Rosenthal, all began service with the implementation of our plan of reorganization on December 31, 2001. Their current term of office expires at the annual meeting. Charles L. Mears has also been nominated for election as a director at the annual meeting, and it is the intention of the Board of Directors that the shares represented by proxy, unless otherwise indicated thereon, will be voted for the election of each of Messrs. Weinstein, Lesser, McGovern, Rosenthal and Mears as directors. If elected, they will hold office for a term continuing until the annual meeting of stockholders to be held in 2005 and until their successors are duly elected, or until such director’s earlier resignation or removal.

The persons designated as proxies reserve full discretion to cast votes for other persons in the event any of the five nominees are unable to serve. However, the Board of Directors has no reason to believe that the nominees will be unable to serve if elected. Proxies cannot be voted for a greater number of persons than the five named nominees.


(1)	Member of Audit Committee.

(2)	Member of Governance and Compensation Committee.

The Board of Directors recommends that you vote “FOR” election of each nominee listed above. Each properly submitted proxy card will be so voted unless the stockholder submitting such proxy card specifies otherwise.

In accordance with the provisions of the Delaware General Corporation Law and our certificate of incorporation and by-laws, our business, property and affairs are managed by or under the direction of the Board of Directors. The Board of Directors has determined that all of the directors other than Mr. McGovern, who is our President and Chief Executive Officer, are independent directors, as defined by Rule 10A-3 under the Securities Exchange Act of 1934 and Rule 4200(a)(15) of the NASD Marketplace Rules.

We have adopted a Code of Business Conduct and Ethics that applies to all of our directors, officers and employees, including our President and Chief Executive Officer, our Vice President and Chief Financial Officer, our Vice President and Controller, and any other employee with any responsibility for the preparation and filing of documents with the Securities and Exchange Commission. The Code covers various topics, including conflicts of interest, confidentiality of information, and compliance with laws and regulations. We also have adopted a Policy on the Prevention of Insider Trading and Misuse of Confidential Information that also applies to all of our directors, officers and employees. The Policy is designed to prevent the trading of our

The Board of Directors met ten times during 2003. Each of the persons serving as a director in 2003 attended all of the meetings of the Board and the meetings of the committees of which the director was a member during 2003. The Board and its committees also act by written consent from time to time.

What is Pioneer’s policy with respect to the directors’ attendance at Board meetings?

We expect each director to make every effort to attend each Board meeting and each meeting of any committee on which he or she sits. Attendance in person at Board and committee meetings is preferred, but attendance by teleconference is permitted, if necessary.

If you would like to communicate with our Board of Directors or any individual director, you can write to Kent Stephenson, our Vice President, General Counsel and Secretary. Your letter should indicate that you are a stockholder. Depending on the subject matter, Mr. Stephenson will forward the communication to the director or directors to whom it is addressed; attempt to handle the matter directly, by providing any requested information or resolving any problem that is identified; or not forward a communication that is primarily commercial in nature or if it relates to an improper or irrelevant topic. At each meeting of the Board of Directors, Mr. Stephenson will provide a summary of all communications received since the last meeting that were not forwarded, and provide to the directors any such communications upon request. Communications from an officer or director of Pioneer will not be viewed as security holder communications for purposes of this procedure. Communications from an employee or agent of Pioneer will be viewed as security holder communications for purposes of this procedure only if those communications are made solely in such employee’s or agent’s capacity as a security holder.

Each of our non-employee directors is paid a retainer of $35,000 per year as well as per-meeting fees of $1,500 for attendance at meetings of the Board of Directors. The chairman of the Audit Committee of our Board of Directors is paid an annual retainer of $15,000 and the chairman of the Governance and Compensation Committee of our Board of Directors is paid an annual retainer of $10,000. Each member of a committee is paid a per-meeting fee of $1,500 for attendance at meetings of such committee. A non-employee director that provides additional services that are approved by a majority of the remaining directors is paid a fee of $1,500 for each day that such services are provided. In lieu of the retainer and meeting fees or any fees for additional services, Mr. Weinstein has been paid a monthly retainer of $12,500 for his services as non-executive Chairman of the Board since February 15, 2002.

A program has been adopted for awarding, without any further action by our Board of Directors or its Governance and Compensation Committee, nonqualified stock options under Pioneer’s 2001 Employee Stock Option Plan to each non-employee member of the Board of Directors. The program provides for an initial grant of an option for the purchase of 20,000 shares of common stock to a non-employee Chairman of the Board, and an initial grant of an option for the purchase of 10,000 shares of common stock to each non-employee member of the Board of Directors. Under the program, a non-employee Chairman of the Board receives an additional grant for the purchase of 10,000 shares of common stock each year and each non-employee director receives an additional grant for the purchase of 5,000 shares of common stock each year, with such grants to be made on December 31 of each year. The purchase price of the shares of common stock covered by each option is the fair market value of the shares, as determined by the Governance and Compensation Committee, provided that the purchase price is not less than the closing price of common stock in trading on the day prior to the date of grant.

Our non-employee directors are also eligible to participate in the medical benefits program provided by Pioneer to its employees generally, although the premium charged to any participating director for coverage under the plan is equal to the full cost incurred by Pioneer for benefits under the program. Mr. Weinstein is the only non-employee director that participates in the program.

The Board has two standing committees: the Audit Committee and the Governance and Compensation Committee. Only independent directors serve as members of the committees.

Audit Committee. The Audit Committee is composed of Messrs. Weinstein, Lesser and Rosenthal, and is chaired by Mr. Lesser. The Board of Directors has determined that all of the members of the Committee meet the independence standards established by Rule 10A-3 under the Securities Exchange Act of 1934 and Rule 4200(a)(15) of the NASD Marketplace Rules, and that Messrs. Lesser and Weinstein are each an audit committee financial expert, as defined in Item 401(h) of Regulation S-K as adopted by the Securities and Exchange Commission. Relevant experience of Messrs. Lesser and Weinstein is provided in their biographical information on page 5 of this proxy statement.

The Audit Committee has a charter which is available to stockholders and others on our website, at www.piona.com. The Committee selects Pioneer’s independent public accountants, monitors their performance, reviews all reports submitted by them and consults with them with regard to the adequacy of internal controls. The Committee also monitors the performance of our accounting and financial reporting staff and reviews all accounting and financial reports that we issue. During 2003, the Audit Committee met four times.

The Audit Committee of the Board of Directors of Pioneer is responsible for providing independent, objective oversight for Pioneer’s financial reporting functions and internal control systems. The Audit Committee operates under a written charter developed by the Audit Committee and adopted by Pioneer’s Board of Directors on March 24, 2003.

Review with Management. The Audit Committee reviewed and discussed with management Pioneer’s audited consolidated financial statements for the year ended December 31, 2003.

Discussions with Independent Auditing Firm. The Audit Committee discussed with Deloitte & Touche LLP, independent accountants for Pioneer, the matters required to be discussed by Statement on Auditing Standards No. 61, Communication with Audit Committees, as amended. The Audit Committee has received the written disclosures and the letter from Deloitte & Touche LLP required by Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees, as amended, and has discussed with that firm its independence from Pioneer.

Recommendation to the Pioneer Board of Directors. Based on its review and discussions noted above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in Pioneer’s Annual Report on Form 10-K for the year ended December 31, 2003.


	The Audit Committee

	Marvin E. Lesser, Chairman
	Gary L. Rosenthal
	David N. Weinstein

Governance and Compensation Committee. The Governance and Compensation Committee is also composed of Messrs. Weinstein, Lesser and Rosenthal, and is chaired by Mr. Rosenthal. The Governance and Compensation Committee met once during 2003. The Committee has a charter which is available to stockholders and others on our website, at www.piona.com.

The Committee performs the functions of a nominating committee. The Committee believes that a nominee for election to the Board of Directors must have qualificatons that may be useful to Pioneer, as well as the highest personal and professional ethics. The Committee evaluates a number of factors when considering a candidate for director, including the person’s relevant business experience; judgment, skill, integrity and reputation; independence from management; potential conflicts of interest with other pursuits; and willingness to devote the required amount of time to our affairs. When considering whether an incumbent director will be nominated for re-election, the Committee also considers the individual’s performance on the Board of Directors.

Certain of our executives proposed that Mr. Mears be considered as a director of Pioneer. All members of the Committee met with Mr. Mears, and to help Mr. Mears evaluate becoming a director of the Company, he also met with members of the Company’s management. The Committee reviewed Mr. Mears’ background and qualifications before deciding that he should be nominated for election as a director.

The Committee’s policy is to consider candidates recommended by security holders on the same basis as other candidates, provided the recommended candidate meets all of the minimum requirements and qualifications for being a director as specified in the Committee’s Charter. Any such recommendations should include the candidate’s name and qualifications for Board membership and should be sent in writing to Kent Stephenson, Pioneer’s Vice President, General Counsel and Secretary, at 700 Louisiana Street, Suite 4300, Houston, Texas 77002.

The Committee also establishes the level of compensation to be paid to our officers and administers other compensation programs that may be established from time to time.

The Governance and Compensation Committee of our Board of Directors has furnished the following report on executive compensation for 2004:

The compensation program that has been established for Pioneer’s executives has four primary components: base salary, employee benefits, an annual cash incentive award program, and long-term incentives. Salary levels are compared to various salary survey data on a regular basis, and the results are used to help Pioneer maintain salaries that will allow us to attract and retain highly competent employees. Pioneer’s salaried employees received salary increases in 2003 that averaged five percent, after two years when no salary increases were granted.

We also evaluate our employee benefits on a periodic basis to determine if the package of benefits offered to our salaried employees is competitive, while taking into account the availability of Pioneer’s resources and its performance. Executives receive the same benefits as all other salaried employees.

Pioneer has also established a Shared Earnings Plan, which is an annual cash bonus plan in which all employees participate. Under the plan, a bonus target, which is an amount determined using a specified percentage of a participant’s base compensation, is established for each employee based on the individual’s level of responsibility and ability to contribute to Pioneer’s success. An award pool is generated under the plan if the level of earnings before interest, taxes, depreciation and amortization (“EBITDA”) that is achieved by Pioneer during a calendar year exceeds a threshold level that is approved by our Committee at the beginning of the year. If the threshold is achieved, distributions from the award pool, based on Pioneer’s EBITDA, are made in proportion to all participants’ target amounts, although the distributions may exceed the aggregate of the target amounts. Based on Pioneer’s financial results for 2003, no awards were made under the plan with respect to 2003 performance. For 2004, the applicable compensation percentages for participants in the plan range from 5% to 60%. The applicable compensation percentage for Mike McGovern, Pioneer’s President and Chief Executive Officer, is 60%.

Long-term incentive compensation for our executives may be provided from time to time through the 2001 Employee Stock Option Plan. No options were awarded under the plan in 2003.

Mike McGovern has served as Pioneer’s President and Chief Executive Officer since September 17, 2002. Prior to his employment, the members of the Governance and Compensation Committee and Mr. McGovern negotiated the terms of an employment agreement that govern his employment. The agreement has a term that is automatically extended from day to day so that it always has a remaining term of two years, and it provides for the payment to Mr. McGovern of an annual base salary of $450,000. Under the agreement Mr. McGovern will participate in the same bonus plan and other benefit plans as are provided to Pioneer’s other executive officers. The agreement also provided for the grant of options for the purchase of 225,000 shares of Pioneer’s common stock at an exercise price of $4.00 per share. Options covering 150,000 of these shares of common stock vest in three equal annual installments beginning on the first anniversary of the grant date, while the remaining options covering an aggregate of 75,000 shares of common stock vest in three equal installments on the later to occur of each anniversary of the grant date or our common stock maintaining a fair market value of $8.50, $9.25 and $10.00, respectively, in each case for a period of 90 consecutive days. Mr. McGovern also receives reimbursement of approximately $30,000 annually for the rental of an apartment in Houston.

The Committee has determined that Mr. McGovern’s performance during 2003, particularly the settlement of a complex dispute with respect to certain derivatives contracts, justified the award of a cash bonus, although the amount of such an award has not been established. At Mr. McGovern’s request, the Committee has agreed to defer the awarding of any such bonus. The award of any such bonus will be incremental to any bonus awarded under Pioneer’s Shared Earnings Plan, as discussed above.


	The Governance and Compensation Committee

	Gary L. Rosenthal, Chairman
	Marvin E. Lesser
	David N. Weinstein

None of the current members of the Governance and Compensation Committee has ever been an officer or employee of Pioneer or any of its subsidiaries, and no “compensation committee interlocks” existed during 2003.

The following table provides information with respect to the compensation of Pioneer’s President and Chief Executive Officer and the four other most highly paid executive officers during the periods indicated:


(1)	Our plan of reorganization provided for the payment of retention bonuses to certain individuals, including Mr. Stephenson, on December 31, 2001, the date that the plan was effective.

(2)	We reimburse Mr. McGovern for the rental of an apartment in Houston. Mr. Pittman was reimbursed for relocation expenses during 2003.

(3)	Expressed in terms of the numbers of shares of our common stock underlying options granted during the year. All option grants were made under our 2001 Employee Stock Option Plan, which was effective with the plan of reorganization. The right to purchase 40,000 of the shares covered by the option granted to Mr. Glattly terminated on February 29, 2004, and the right to purchase the remaining 20,000 shares covered by that option will terminate on May 29, 2004, if the right is not exercised prior to that date.

(4)	The amounts were contributed to match a portion of the employee’s contributions under a 401(k) plan.

(5)	Mr. McGovern was appointed as Pioneer’s President and Chief Executive Officer on September 17, 2002. Before that date he received fees for service as a non-employee director of Pioneer during 2002 in the amount of $34,750, which amount is not included in the table.

(6)	Ronald E. Ciora succeeded Mr. Glattly as Pioneer’s Vice President, Sales and Marketing effective February 29, 2004.

(7)	Mr. Pittman was named as Pioneer’s Vice President, Finance on October 1, 2002, and he was elected to the office of Vice President and Chief Financial Officer on December 10, 2002.

The employment agreement Mr. McGovern entered into with Pioneer in September 2002 provides that upon termination of his employment other than for cause (as defined), he will receive any unpaid compensation then due him, as well as a lump sum payment equal to two times his base salary, which is $450,000 per year, and he and his dependents will be entitled to health and life insurance coverage at Pioneer’s expense for a two-year period. The agreement, which has a continuing term of two years, also provides for reimbursement of relocation costs from Dallas to Houston.

The Board of Directors has adopted an executive severance program under the terms of which each of our executive officers, including Messrs. Ciora, Pittman, Scholes and Stephenson, would each receive one year’s severance pay following termination of employment without cause, as defined.

Defined benefit retirement coverage will be provided to our executive officers under Pioneer’s defined benefit pension plan, but benefits under the plan were frozen as of February 29, 2004. At the normal retirement age of 65, participants under the plan will receive benefits based on their credited service as of February 29, 2004, and their covered compensation for the average of their highest five complete consecutive plan years out of their last ten complete consecutive plan years as of that date, or the average covered compensation for the total length of service if less than five years’ of service have accrued. Covered compensation under the plan includes base pay and annual performance and incentive programs, but excludes all other items of compensation. In addition, benefits will be supplemented by means of a nonqualified, unfunded supplemental retirement plan that provides benefits for key salaried employees in an amount equal to the amount that would be paid under the pension plan but for the maximum compensation limit (currently $170,000) under the Internal Revenue Code.

The credited service and covered compensation of Messrs. McGovern, Pittman, Scholes and Stephenson under the defined benefit pension plan will not increase beyond the amounts accrued as of February 29, 2004, and only Mr. Scholes will receive future benefits under the supplemental retirement plan. Mr. Glattly’s future benefits under the defined benefit pension plan and the supplemental retirement plan also were determined as of February 29, 2004, as a result of the termination of his employment on that date. Messrs. McGovern and Pittman will receive benefits under the plan only if they complete at least five years of service with Pioneer. The estimated annual benefits payable upon retirement at normal retirement age for the named executive officers are $9,300 for Mr. McGovern, $39,315 for Mr. Glattly, $5,156 for Mr. Pittman, $21,196 for Mr. Scholes, and $29,595 for Mr. Stephenson.

There were no grants of stock options during 2003 to the named executive officers or to any other employees of Pioneer.

The following table shows with respect to the named executive officers the number of shares covered by both exercisable and non-exercisable stock options as of December 31, 2003, with respect to options to purchase common stock of Pioneer. Also reported are the values for “in-the-money” options, which represent the positive spread between the exercise price of any such existing stock options and the year-end price of Common Stock. The closing price of the common stock on December 31, 2003, the last trading day of Pioneer’s fiscal year, was $8.15 per share. None of the named executive officers exercised any stock options during 2003.

On December 31, 2001, Pioneer emerged from bankruptcy and consummated its plan of reorganization. Effective December 31, 2001, all outstanding shares of Common Stock existing prior to the reorganization were canceled. Pioneer’s Common Stock issued in the reorganization did not begin trading until February 5, 2002.

The following graph compares the cumulative total shareholder return on the Common Stock to the cumulative total return of the Standard & Poor’s 500 Stock Index and the Standard and Poor’s 400 Chemicals Stock Index for the period from February 5, 2002 to December 31, 2003. The graph assumes a $100 investment in Pioneer’s Common Stock and in each index on February 5, 2002, and that all dividends were reinvested.

Deloitte & Touche LLP has served as Pioneer’s independent accountants for a number of years, and the firm has been appointed by the Audit Committee as independent certified public accountants to audit our financial statements for the fiscal year ending December 31, 2004. The Board of Directors is submitting this matter to a vote of stockholders in order to ascertain their views. If the appointment of Deloitte & Touche LLP is not ratified at the Annual Meeting, the Audit Committee will reconsider its action and will appoint auditors for 2004 without further stockholder action. Further, even if the appointment of auditors is ratified by stockholder action, the Audit Committee may at any time in the future in its discretion reconsider the appointment of auditors without submitting the matter to a vote of stockholders.

The fees that we were billed by Deloitte & Touche LLP’s for professional services with respect to the last two years included the following:


	•	Audit Fees — The aggregate fees billed for professional services rendered by Deloitte & Touche LLP for the audit of our annual financial statements and the review of the financial statements included in our quarterly reports were $424,100 in 2003 and $452,000 in 2002.

	•	Audit-Related Fees — The aggregate fees billed for assurance and related services by Deloitte & Touche LLP that are not reported in Audit Fees above was $81,343 and $83,000 for the audits of our defined benefits and contribution plans and debt compliance reports in 2003 and 2002, respectively.

	•	Tax Fees — The aggregate fees billed for professional services rendered by Deloitte & Touche LLP for tax compliance, tax advice and tax planning was $194,859 in 2003 and $205,000 in 2002.

	•	All Other Fees — There were no fees incurred for services provided by Deloitte & Touche LLP in 2003 or 2002 other than those reported above.

The Audit Committee is responsible for approving every engagement of Deloitte & Touche LLP to perform audit or non-audit services on behalf of Pioneer or any of its subsidiaries before Deloitte & Touche LLP is engaged to provide those services. The Committee considered the non-audit services that Deloitte & Touche LLP provided to Pioneer and whether they impaired the independence of Deloitte & Touche LLP, and concluded that they did not. The Committee adopted pre-approval policies and procedures in August 2003, and all Audit-Related Fees, Tax Fees and All Other Fees as described above and provided since that date were approved in accordance with such policies and procedures.

It is expected that representatives of Deloitte & Touche LLP will attend the Annual Meeting, will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate stockholder questions.

The Board of Directors recommends that you vote “FOR” ratification of the appointment of Deloitte & Touche LLP as our independent accountants. Each properly submitted proxy card will be so voted unless the stockholder submitting such proxy card specifies otherwise.

It is anticipated that the next Annual Meeting of Stockholders after the one scheduled for May 13, 2004, will be held on or about May 12, 2005. All stockholder proposals relating to a proper subject for action at the 2005 Annual Meeting to be included in our proxy statement and form of proxy relating to that meeting must be received by us for our consideration at our principal executive offices no later than December 14, 2004, all in accordance with the provisions of Rule 14a-8 under the Securities Exchange Act of 1934; provided that, if the date of the 2005 annual meeting is changed by more than 30 days from May 12, 2005, then notice must be received a reasonable time before we mail our proxy materials for the 2005 annual meeting. We reserve the right to reject, rule out of order or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements. In addition, the proxy solicited by our Board for the 2005 annual meeting of stockholders will confer discretionary authority to vote on any stockholder proposal raised at that meeting that is not described in the proxy statement for that meeting unless we receive notice of the proposal on or before February 27, 2005, and the stockholder submitting the proposal otherwise follows the procedures specified in Rule 14a-4(c); provided that, if the date of the 2005 Annual Meeting of Stockholders is changed by more than 30 days from May 12, 2005, then notice must be received a reasonable time before we mail our proxy materials for the 2005 annual meeting.

The Securities and Exchange Commission permits a single set of annual reports and proxy statements to be sent to any household at which two or more stockholders reside if they appear to be members of the same

family. Each stockholder continues to receive a separate proxy card. This procedure, referred to as householding, reduces the volume of duplicate information stockholders receive and reduces mailing and printing expenses. A number of brokerage firms have instituted householding. As a result, if you hold your shares through a broker and you reside at an address at which two or more stockholders reside, you will likely be receiving only one annual report and proxy statement unless any stockholder at that address has given the broker contrary instructions. However, if any such beneficial stockholder residing at such an address wishes to receive a separate annual report or proxy statement in the future, that stockholder should contact their broker or send a request to the Pioneer’s corporate secretary at our principal executive offices, 700 Louisiana Street, Suite 4300, Houston, Texas 77002, telephone number (713) 570-3200. We will deliver, promptly upon written or oral request to the corporate secretary, a separate copy of the 2003 annual report and this proxy statement to a beneficial stockholder at a shared address to which a single copy of the documents was delivered. The Annual Report is not a part of the proxy solicitation material.

Section 16(a) of the Securities Exchange Act of 1934 requires Pioneer’s executive officers and directors, and persons who own more than ten percent of Pioneer’s common stock, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. In January 2004 it was determined that through an oversight the granting of options to our non-employee directors had not been reported properly, even though such grants had previously been publicly reported. To remedy the oversight, each of Messrs Weinstein, Lesser and Rosenthal filed an annual statement of changes in beneficial ownership.

As of the date hereof, the Board of Directors knows of no other business that will be presented for consideration at the Annual Meeting. If other business shall properly come before the Annual Meeting, the persons named in the proxy will vote according to their best judgment.

PIONEER COMPANIES, INC.
Proxy Solicited on Behalf of the Board of Directors
for the May 13, 2004 Annual Meeting

The undersigned hereby constitutes and appoints Michael Y. McGovern and Kent R. Stephenson, and each of them, as the undersigned’s true and lawful agents and proxies with full power of substitution in each, to represent the undersigned at the Annual Meeting of Stockholders of Pioneer Companies, Inc. (the “Company”) to be held at the Hyatt Regency Houston, 1200 Louisiana Street, Houston, Texas, on Thursday, May 13, 2004, at 9:00 a.m., and any adjournments thereof, on all matters coming before said meeting.

Directors recommend a vote “FOR” proposal 1, election of all director nominees, and “FOR” proposal 2, ratification of the selection of Deloitte & Touche LLP as the independent public accountant of the Company.

1. Election of five directors for a term expiring in 2005.

FOR the nominees listed below [ ]



David N. Weinstein Michael Y. McGovern Marvin E. Lesser		Gary L. Rosenthal Charles L. Mears

FOR, except vote withheld from the following nominee(s)

Withhold authority to vote for all nominees [   ]

2. Proposal to ratify the Board of Directors’ selection of Deloitte & Touche LLP as the independent public accountant of the Company.

FOR [   ]           AGAINST [   ]           ABSTAIN [   ]

In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. You are encouraged to specify your choices by marking the appropriate boxes, but you need not mark any boxes if you wish to vote in accordance with the Board of Directors’ recommendations. The Proxy cannot vote your shares unless you sign and return this card in the enclosed postage paid envelope.

     This proxy, when properly executed, will be voted in the manner directed herein. If no direction is made, this proxy will be voted “FOR” proposal 1, election of all director nominees and “FOR” proposal 2, ratification of the selection of Deloitte & Touche LLP as the independent public accountant of the Company.

Date:
         ———————————————

—————————————————
                            (Signature)

—————————————————
                 (Signature if held jointly)
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such.

The signor hereby revokes all proxies heretofore given by the signer to vote at said meeting or any adjournments thereof.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY, USING THE ENCLOSED ENVELOPE. THANK YOU.


		OMB APPROVAL

		OMB Number:		3235-0059
		Expires:		February 28, 2006
		Estimated average burden hours per response		12.75


NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
GENERAL INFORMATION
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
PROPOSAL 1: ELECTION OF DIRECTORS
Audit Committee Report
Report of the Governance and Compensation Committee
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
PROPOSAL 2: APPOINTMENT OF INDEPENDENT AUDITORS


		Shares
	Name and Address of	Beneficially		Percent
Title of Class	Beneficial Owner	Owned		of Class

Common Stock	James D. Bennett(1)		1,700,000		17.0
	c/o Bennett Management Corp. 2 Stamford Plaza, Suite 1501 261 Tresser Boulevard Stamford, Connecticut 06901


		Shares
	Name and Address of	Beneficially		Percent
Title of Class	Beneficial Owner	Owned		of Class

Common Stock	Cannell Capital LLC(2)		1,553,791		15.5
	150 California Street San Francisco, California 94111
Common Stock	Merrill Lynch & Co., Inc.(3)		536,883		5.4
	800 Scudder Mill Road Plainsboro, New Jersey 08536
Common Stock	Putnam LLC doing business as Putnam Investments(4)		506,483		5.1
	One Post Office Square Boston, Massachusetts 02109


		Shares
	Name of	Beneficially		Percent
Title of Class	Beneficial Owner	Owned		of Class

Common Stock	David N. Weinstein(1)		30,000		*
Common Stock	Marvin E. Lesser(1)		15,000		*
Common Stock	Gary L. Rosenthal(1)		15,000		*
Common Stock	Michael Y. McGovern(1)		51,000		*
Common Stock	Charles L. Mears		0		*
Common Stock	James E. Glattly(2)		20,000		*
Common Stock	Gary L. Pittman(2)		20,000		*
Common Stock	David A. Scholes(2)		20,000		*
Common Stock	Kent R. Stephenson(2)		10,000		*
	All directors, director nominees and executive officers as a group (9 persons)		181,000		1.8

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents


	1) Title of each class of securities to which transaction applies:


	2) Aggregate number of securities to which transaction applies:


SEC 1913 (02-02)	Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.


	Served as
	Director of
	the Company		Business Experience
	Continuously		During Past 5 Years,
Name	Since		Age and Other Information

David N. Weinstein(1)(2)		2001	Mr. Weinstein has served as the non-executive Chairman of Pioneer’s Board of Directors since February 2002. Since November 2002 Mr. Weinstein has also served as Chairman of the Board of Directors of York Research Corporation, a privately-held power generation company. From March 2000 until January 2002, Mr. Weinstein served as Managing Director and head of High Yield Origination and Capital Markets for BNP Paribas. From June 1996 to October 1999, he was Managing Director and head of High Yield Capital Markets for Bank of Boston/ BancBoston Securities Inc. Mr. Weinstein is 44 years old.
Marvin E. Lesser(1)(2)		2001	Mr. Lesser has been the Managing Partner of Sigma Partners, L.P., a private investment partnership, since 1993, and he has been President of Alpina Management, L.L.C., an investment advisor, since 2000. Mr. Lesser also has been a private consultant since 1992. He is a director of USG Corporation, a manufacturer and distributor of building materials, and St. Moritz 2000 Fund, Ltd., a private investment company. Mr. Lesser is 62 years old.
Michael Y. McGovern		2001	Mr. McGovern has been President and Chief Executive Officer of Pioneer since September 2002. He served as President and Chief Executive Officer as well as a director of Coho Energy, Inc., a publicly-held oil and gas exploitation, exploration and development company, from April 2000 to January 2003. In February 2002, Coho Energy filed a petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code. From 1998 to March 2000, Mr. McGovern was Managing Director of Pembrook Capital Corporation, a privately held company involved in providing advisory services to distressed or constrained energy companies. From July 1993 to October 1997, he was Chairman and Chief Executive Officer of Edisto Resources Corporation and Convest Energy Corporation, which were publicly-held oil and gas exploration and development companies. Mr. McGovern is 52 years old.


										Long-Term
										Compensation
				Annual Compensation
										Securities		All Other
								Other Annual		Underlying		Compen-
Name and Principal Position		Year		Salary($)		Bonus($)(1)		Compensation($)(2)		Options(#)(3)		sation($)(4)

Michael Y. McGovern(5)			2003		450,000		-0-		30,000		-0-		1,620
	President and Chief		2002		129,520		-0-		-0-		225,000		-0-
	Executive Officer
James E. Glattly(6)			2003		244,900		-0-		-0-		-0-		2,333
	Vice President, Sales		2002		237,000		-0-		-0-		60,000		1,185
	and Marketing		2001		237,009		-0-		-0-		-0-		5,398
Gary L. Pittman(7)			2003		230,000		-0-		84,386		-0-		2,300
	Executive Vice President		2002		62,873		-0-		-0-		60,000		-0-
	and Chief Financial Officer
David A. Scholes			2003		217,067		-0-		-0-		-0-		1,946
	Vice President,		2002		206,400		-0-		-0-		60,000		516
	Manufacturing		2001		201,808		-0-		-0-		-0-		5,616
Kent R. Stephenson			2003		188,496		-0-		-0-		-0-		1,909
	Vice President, General		2002		183,600		-0-		-0-		30,000		450
	Counsel and Secretary		2001		181,807		55,080		-0-		-0-		5,079



	Number of Shares
	Underlying Unexercised				Value of Unexercised
	Options at				In-the-Money Options at
	December 31, 2003(#)				December 31, 2003($)

Name	Exercisable		Unexercisable		Exercisable		Unexercisable

Michael Y. McGovern		50,000		175,000		207,500		726,250
James E. Glattly		20,000		40,000		113,000		226,000
Gary L. Pittman		20,000		40,000		83,000		166,000
David A. Scholes		20,000		40,000		113,000		226,000
Kent R. Stephenson		10,000		20,000		56,500		113,000




	2/5/02		12/02		12/03


Pioneer Companies, Inc.		100		102.04		475.21
S&P 500 Index		100		81.97		105.48
S&P 400 Chemicals		100		94.27		111.37


	By order of the Board of Directors,


	DAVID N. WEINSTEIN
	Chairman of the Board

1.		Election of five directors for a term expiring in 2005.
		FOR the nominees listed below [ ]

		FOR, except vote withheld from the following nominee(s)

		Withhold authority to vote for all nominees [ ]

2.		Proposal to ratify the Board of Directors’ selection of Deloitte & Touche LLP as the independent public accountant of the Company.

		FOR [ ] AGAINST [ ] ABSTAIN [ ]


	5) Total fee paid:


	1) Amount Previously Paid:


	2) Form, Schedule or Registration Statement No.:


	3) Filing Party:


	Date: ——————————————— ————————————————— (Signature) ————————————————— (Signature if held jointly) NOTE: Please sign exactly as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. The signor hereby revokes all proxies heretofore given by the signer to vote at said meeting or any adjournments thereof. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY, USING THE ENCLOSED ENVELOPE. THANK YOU.