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


                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


      Date of Report (Date of earliest event reported): September 24, 2004




                        Pioneer Natural Resources Company
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)



         Delaware                     1-13245               75-2702753
----------------------------        ------------        -------------------
(State or other jurisdiction        (Commission          (I.R.S. Employer
     of incorporation)              File Number)        Identification No.)



5205 N. O'Connor Blvd., Suite 900, Irving, Texas              75039
------------------------------------------------            ----------
   (Address of principal executive offices)                 (Zip Code)


                                 (972) 444-9001
              ----------------------------------------------------
              (Registrant's telephone number, including area code)



                                 Not applicable
          -------------------------------------------------------------
          (Former name or former address, if changed since last report)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

|X| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)
| | Soliciting  material pursuant to Rule  14a-12 under the Exchange Act (17 CFR
    240.14a-12)
| | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))
| | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))








                        PIONEER NATURAL RESOURCES COMPANY

                                TABLE OF CONTENTS


                                                                      Page

Item 5.02.  Departure of Directors or Principal Officers;
            Election of Directors; Appointment of Principal
            Officers.............................................      3

Item 9.01.  Financial Statements and Exhibits

            (c)   Exhibits.......................................      3

Signature........................................................      4

Exhibit Index....................................................      5




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                        PIONEER NATURAL RESOURCES COMPANY


Item 5.02.  Departure of Directors or Principal Officers; Election of Directors;
            Appointment of Principal Officers

     On September 24, 2004,  Pioneer Natural  Resources  Company (the "Company")
issued a news  release  that is  attached  hereto as exhibit  99.1.  In the news
release,  the Company  announced  that on September 24, 2004,  Jim A. Watson was
appointed to the  Company's  board of directors as an  independent  director and
will stand for election at the Company's 2005 annual  shareholder  meeting.  Mr.
Watson will be named to the audit committee of the board of directors.  There is
no  arrangement  or  understanding  between  Mr.  Watson  and any other  persons
pursuant to which Mr.  Watson was  selected  as a  director.  There have been no
transactions  since  January  1,  2004  nor are  there  any  currently  proposed
transactions to which the Company or any of its  subsidiaries  was or is to be a
party that require disclosure under Rule 404(a) of Regulation S-K related to the
appointment of Mr. Watson.

Item 9.01.  Financial Statements and Exhibits

      (c)   Exhibits

            99.1  News Release dated September 24, 2004.



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                        PIONEER NATURAL RESOURCES COMPANY

                                S I G N A T U R E


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                 PIONEER NATURAL RESOURCES COMPANY




Date: September 24, 2004         By: /s/ Richard P. Dealy
                                    -------------------------------------------
                                    Richard P. Dealy
                                    Vice President and Chief Accounting Officer




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                       PIONEER NATURAL RESOURCES COMPANY

                                 EXHIBIT INDEX


Exhibit No.              Description

99.1(a)                  News Release dated September 24, 2004.


-------------
(a) filed herewith




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