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): July 15, 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)







                        PIONEER NATURAL RESOURCES COMPANY

                                TABLE OF CONTENTS


                                                                        Page

Item 5.   Other Events...............................................     3

Item 7.   Financial Statements and Exhibits

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

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

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


                                       2










                        PIONEER NATURAL RESOURCES COMPANY


Item 5.      Other Events

     On July 15, 2004,  Pioneer Natural  Resources  Company  accepted tenders to
exchange  $526,875,000  in principal  amount of three series of its  outstanding
senior notes for a like principal  amount of a new series of 5.875% Senior Notes
due  2016  and  cash.  Associated   therewith,   the  Company  issued  a  Fourth
Supplemental Indenture with respect to its indenture dated January 13, 1998 that
is  attached  hereto as Exhibit  99.1 and a Fifth  Supplemental  Indenture  with
respect to the same indenture that is attached  hereto as Exhibit 99.2. The form
of the new notes is also attached hereto as Exhibit 99.3.

Item 7.      Financial Statements and Exhibits

       (c)   Exhibits

             99.1   Fourth Supplemental  Indenture,  dated as of July 15,  2004,
                    among the Company and The Bank of New York, as Trustee, with
                    respect to the indenture,  dated January 13,  1998,  between
                    the Company and The Bank of New York, as Trustee.

             99.2   Fifth Supplemental  Indenture,  dated  as of July 15,  2004,
                    among the  Company, Pioneer Natural Resources USA, Inc.,  as
                    Guarantor,  and  The  Bank  of  New  York,  as Trustee, with
                    respect to the indenture,  dated January 13,  1998,  between
                    the Company and The Bank of New York, as Trustee.

             99.3   Form of  5.875% Senior  Notes due  2016 of  Pioneer  Natural
                    Resources Company.


                                       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:   July 19, 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)        Fourth Supplemental  Indenture,  dated as of  July 15,  2004,
                   among the Company and The Bank of New York,  as Trustee, with
                   respect to the indenture, dated January 13, 1998, between the
                   Company and The Bank of New York, as Trustee.

   99.2 (a)        Fifth Supplemental  Indenture,   dated as of  July 15,  2004,
                   among  the Company,  Pioneer Natural Resources USA, Inc.,  as
                   Guarantor, and The Bank of New York, as Trustee, with respect
                   to the indenture, dated January 13, 1998, between the Company
                   and The Bank of New York, as Trustee.

   99.3 (a)        Form of  5.875%  Senior  Notes due  2016  of Pioneer  Natural
                   Resources Company.



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


                                       5