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): October 28, 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:

[ ] 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 2.02.  Results of Operations and Financial Condition...........      3

Item 9.01.  Financial Statements and Exhibits

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

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

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




                                       2








                        PIONEER NATURAL RESOURCES COMPANY


Item 2.02.   Results of Operations and Financial Condition

     The information in this document includes  forward-looking  statements that
are made  pursuant  to the Safe  Harbor  Provisions  of the  Private  Securities
Litigation  Reform  Act of 1995.  Forward-looking  statements  and the  business
prospects of Pioneer Natural  Resources Company (the "Company") are subject to a
number of risks and uncertainties that may cause the Company's actual results in
future periods to differ materially from the forward-looking  statements.  These
risks and uncertainties include,  among other things,  volatility of oil and gas
prices, product supply and demand, competition, government regulation or action,
international  operations  and associated  international  political and economic
instability,  litigation,  the costs and results of drilling and operations, the
Company's ability to replace reserves, implement its business plans, or complete
its  development  projects  as  scheduled,   access  to  and  cost  of  capital,
uncertainties   about   estimates  of  reserves,   quality  of  technical  data,
environmental and weather risks, acts of war or terrorism. These and other risks
are described in the Company's 2003 Annual Report on Form 10-K and other filings
with the Securities and Exchange Commission.

     On October 28,  2004,  the Company  issued a news  release  with  financial
statements and schedules  that are attached  hereto as exhibit 99.1. In the news
release,  the Company announced  financial and operating results for the quarter
ended  September  30,  2004 and  provided  the  Company's  fourth  quarter  2004
financial outlook based on current expectations.

Item 9.01. Financial Statements and Exhibits

       (c) Exhibits

           99.1 News Release and Schedules Attached to News Release dated
                October 28, 2004.



                                       3









                        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: October 28, 2004          By: /s/ Richard P. Dealy
                                    --------------------------------------
                                    Richard P. Dealy
                                    Vice President and Chief Accounting Officer



                                       4









                       PIONEER NATURAL RESOURCES COMPANY

                                 EXHIBIT INDEX


Exhibit No.       Description
-----------       -----------

99.1(a)           News Release and Schedules Attached to News Release dated
                  October 28, 2004.


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



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