<PAGE>   1
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 17, 1998.
                                                           REGISTRATION NO. 333-
================================================================================
                     SECURITIES  AND  EXCHANGE  COMMISSION
                            WASHINGTON, D.C.  20549

                              -------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                            PIONEER COMPANIES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

           DELAWARE                                              06-1215192
(STATE OR OTHER JURISDICTION OF                               (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                              IDENTIFICATION NO.)

                                  700 LOUISIANA
                                   SUITE 4300
                              HOUSTON, TEXAS 77002
          (ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)

               PIONEER COMPANIES, INC. 1995 STOCK INCENTIVE PLAN,
                    PIONEER COMPANIES, INC. 1998 STOCK PLAN,
         NON-QUALIFIED STOCK OPTION AGREEMENT FOR MICHAEL J. FERRIS AND
            NON-QUALIFIED STOCK OPTION AGREEMENT FOR ANDREW M. BURSKY
                            (FULL TITLE OF THE PLANS)

                    KENT R. STEPHENSON                          COPY TO:
              VICE PRESIDENT, GENERAL COUNSEL              JAMES M. PRINCE, ESQ.
                       AND SECRETARY                      ANDREWS & KURTH L.L.P.
                 700 LOUISIANA, SUITE 4300               600 TRAVIS, SUITE 4200,
                    HOUSTON, TEXAS 77002                   HOUSTON, TEXAS 77002
                      (713) 570-3200
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
        INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                              -------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================
                                                                                    PROPOSED
                                                                    PROPOSED        MAXIMUM
                                                  AMOUNT            MAXIMUM        AGGREGATE       AMOUNT OF
                                                  TO BE          OFFERING PRICE     OFFERING      REGISTRATION
   TITLE OF SECURITIES TO BE REGISTERED       REGISTERED (1)     PER SHARE (2)     PRICE (2)          FEE
--------------------------------------------------------------------------------------------------------------
<S>                                        <C>                   <C>              <C>             <C>
Class A Common Stock, par value
             $0.01 per share                 500,000 Shares(3)     $ 11.125        $5,562,500      $1,640.94
                                             858,675 Shares(4)       11.125         9,552,760       2,818.07
                                             204,637 Shares(5)        4.67            955,655         281.92
                                              26,750 Shares(5)        5.61            150,068          44.27
                                              26,750 Shares(5)        6.54            174,945          51.61
                                              26,750 Shares(5)        7.48            200,090          59.03
Total:                                       107,000 Shares(6)        5.20            556,400         164.14
                                           1,750,562 Shares                       $17,152,418     $ 5,059.98
==============================================================================================================
</TABLE>

(1) The number of Shares of Class A Common Stock registered herein is subject
    to adjustment to prevent dilution resulting from stock splits, stock
    dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the amount of the
    registration fee pursuant to Rule 457(h) under the Securities Act, based on
    (a) $11.125 per share (the average of the high and low prices of the
    Registrant's Class A Common Stock on the Nasdaq National Market on April
    13, 1998 as reported in the Wall Street Journal on April 14, 1998) for
    1,358,675 break out shares that may be acquired upon exercise of options
    under the Pioneer Companies, Inc.  Stock Incentive Plan and the Pioneer
    Companies, Inc. 1998 Stock Plan; (b) an exercise price of $4.67 per share
    for 204,637 shares that may be acquired upon exercise of options under the
    Non-qualified Stock Option Agreement for Michael J. Ferris (the "Ferris
    Option"); (c) $5.61 per share for 26,750 shares that may be acquired upon
    exercise of options under the Ferris Option; (d) an exercise price of $6.54
    per share for 26,750 shares that may be acquired upon exercise of options
    under the Ferris Option (e) an exercise price of $7.48 per share for 26,750
    shares that may be acquired upon exercise of options under the Ferris
    Option and (f) an exercise price of $5.20 per share for 107,000 shares that
    may be acquired upon exercise of options under the Non-Qualified Stock
    Option Agreement for Andrew M. Bursky (the "Bursky Option").  The number of
    shares subject to purchase and the exercise price per share in (b) through
    (f) above have been adjusted to reflect the 7% stock dividend paid to
    holders of record of the Registrants Class A Common Stock on December 1,
    1997.
(3) Represents shares subject to the Pioneer Companies, Inc. 1998 Stock Plan.
(4) Represents shares subject to the Pioneer Companies, Inc. 1995 Stock
    Incentive Plan.
(5) Represents shares subject to the Ferris Option.
(6) Represents shares subject to the Bursky Option.
================================================================================
<PAGE>   2
                                     PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

    The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participating employees as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended (the "Securities Act").  These
documents and the documents incorporated herein by reference pursuant to Item 3
of Part II of this Registration Statement, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

    Pioneer Companies, Inc. (the "Company") incorporates herein by reference
the following documents as of their respective dates as filed with the
Securities and Exchange Commission (the "Commission"):

                 (a)      The Company's Annual Report on Form 10-K for the
                          fiscal year ended December 31, 1997.

                 (b)      The description of the Company's Class A common
                          stock, par value $0.01 per share, contained in the
                          Company's Registration Statement on Form S-1 (No.
                          033-37460), filed with the Commission on October 29,
                          1990.

         All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering made hereby shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
filing of such documents.  Any statement contained herein or in a document
incorporated or deemed to be incorporated herein by reference shall be deemed
to be modified or superseded for purposes of the Registration Statement and the
Prospectus to the extent that a statement contained herein or in any
subsequently filed document which also is, or is deemed to be, incorporated by
reference herein modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of the Registration Statement or the
Prospectus.

ITEM 4.  DESCRIPTION OF SECURITIES.

         The information required by Item 4 is not applicable to this
Registration Statement since the class of securities to be offered is
registered under Section 12 of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Subsection (a) of Section 145 of the General Corporation Law of the
State of Delaware empowers a corporation to indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation)
by reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests





                                       1
<PAGE>   3
of the corporation, and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful.

         Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, except that no indemnification may be
made in respect of any claim, issue or matter as to which such person shall
have been made to be liable to the corporation unless and only to the extent
that the Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court
of Chancery or such other court shall deem proper.

         Section 145 further provides that to the extent a director or officer
of a corporation has been successful on the merits or otherwise in the defense
of any action, suit or proceeding referred to in subsections (a) and (b) of
Section 145 in the defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith; that indemnification
provided for by Section 145 shall not be deemed exclusive of any other rights
to which the indemnified party may be entitled; that indemnification provided
for by Section 145 shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of such person's heirs,
executors and administrators; and empowers the corporation to purchase and
maintain insurance on behalf of a director or officer of the corporation
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such whether or not the corporation
would have the power to indemnify him against such liabilities under Section
145.

         Section 102(b)(7) of the General Corporation Law of the State of
Delaware provides that a certificate of incorporation may contain a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director provided that such provision shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law, or (iv) for
any transaction from which the director derived an improper personal benefit.

         Article Seventh of the Company's Third Restated Certificate of
Incorporation states that:

         No director shall be personally liable to the Corporation or its
         stockholders for monetary damages for any breach of fiduciary duty by
         such director as a director.  Notwithstanding the foregoing sentence,
         a director shall be liable to the extent provided by applicable law
         (i) for any breach of the director's duty of loyalty to the
         Corporation or its stockholders, (ii) for acts or omissions not in
         good faith or which involve intentional misconduct or a knowing
         violation of law, (iii) pursuant to section 174 of the GCL or (iv) for
         any transaction from which the director derived an improper personal
         benefit.

         In addition, Section 8 of the Company's Bylaws further provide that
the Company shall indemnify its officers, directors and employees to the
fullest extent permitted by law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         The information required by Item 7 is not applicable to this
Registration Statement.





                                       2
<PAGE>   4
ITEM 8.  EXHIBITS.

<TABLE>
<CAPTION>
Exhibit
Number     Description
------     -----------
<S>        <C>
4.1        Third Restated Certificate of Incorporation of Pioneer Companies, Inc. (filed as Exhibit 3.1 to the Company's
           Annual Report on Form 10-K for the fiscal year ended December 31, 1993, and incorporated herein by
           reference).

4.2        Amendment to Third Restated Certificate of Incorporation of Pioneer Companies, Inc. (filed as Exhibit 3.1(b)
           to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995 and incorporated
           herein by reference).

4.3        Bylaws of Pioneer Companies, Inc. (filed as Exhibit 3.2 to the Company's Annual Report on Form 10-K for the
           fiscal year ended December 31, 1988 and incorporated herein by reference).

4.4*       Pioneer Companies, Inc. 1995 Stock Incentive Plan.

4.5*       Pioneer Companies, Inc. 1998 Stock Plan.

4.6*       Non-Qualified Stock Option Agreement for Michael J. Ferris dated January 4, 1997.

4.7*       Non-Qualified Stock Option Agreement for Michael J. Ferris dated January 4, 1998.

4.8*       Non-Qualified Stock Option Agreement for Andrew M. Bursky dated May 15, 1997.

5.1*       Opinion of Andrews & Kurth L.L.P. as to the legality of the shares being registered.

23.1*      Consent of Deloitte & Touche LLP.

23.2*      Consent of Ernst & Young LLP.

23.2       Consent of Andrews & Kurth L.L.P. (included in the opinion filed as Exhibit 5.1 to this Registration
           Statement).

24.1       Power of Attorney (set forth on the signature page contained in Part II of this Registration Statement).
</TABLE>

----------
*filed herewith

ITEM 9.  UNDERTAKINGS

         The undersigned registrant hereby undertakes:

                 (1)      To file, during any period in which offers or sales
         are being made, a post-effective amendment to this registration
         statement:

                          (i)     To include any prospectus required by Section
         10(a)(3) of the Securities Act of 1933;

                          (ii)    To reflect in the prospectus any facts or
         events arising after the effective date of the registration statement
         (or the most recent post-effective amendment thereof) which,
         individually or in the





                                       3
<PAGE>   5
         aggregate, represent a fundamental change in the information set forth
         in the registration statement; notwithstanding the foregoing, any
         increase or decrease in volume of securities offered (if the total
         dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or high end of the
         estimated maximum offering range may be reflected in the form of
         prospectus filed with the Commission pursuant to Rule 424(b) if, in
         the aggregate, the changes in volume and price represent no more than
         a 20 percent change in the maximum aggregate offering price set forth
         in the "Calculation of Registration Fee" table in the effective
         registration statement;

                          (iii)   To include any material information with
         respect to the plan of distribution not previously disclosed in the
         registration statement or any material change to such information in
         the registration statement:

         Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S- 3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

                 (2)      That, for the purpose of determining any liability
         under the Securities Act of 1933, each such post-effective amendment
         shall be deemed to be a new registration statement relating to the
         securities offered therein, and the offering of such securities at
         that time shall be deemed to be the initial bona fide offering
         thereof.

                 (3)      To remove from registration by means of a
         post-effective amendment any of the securities being registered which
         remain unsold at the termination of the offering.

         The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described in Item 6 of
this Registration Statement, or otherwise, the registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1993 and will be
governed by the final adjudication of such issue.





                                       4
<PAGE>   6
                                   SIGNATURES

                                 THE REGISTRANT

         Pursuant to the requirements of the Securities Act, Pioneer Companies,
Inc. certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas on April 17, 1998.

                                       PIONEER COMPANIES, INC.
                                       (Registrant)

                                       By: /s/ KENT R. STEPHENSON
                                           -------------------------------------
                                               Kent R. Stephenson     
                                               Vice President, General  
                                               Counsel and Secretary

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and
directors of PIONEER COMPANIES, INC. (the "Company") hereby constitutes and
appoints Michael J. Ferris, and Philip J. Ablove, or either of them (with full
power to each of them to act alone), his true and lawful attorney-in-fact and
agent, with full power of substitution, for him and on his behalf and in his
name, place and stead, in any and all capacities, to sign, execute and file
this Registration Statement under the Securities Act of 1933, as amended, and
any or all amendments (including, without limitation, post-effective
amendments), with all exhibits and any and all documents required to be filed
with respect thereto, with the Securities and Exchange Commission or any
regulatory authority, granting unto such attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises in order to
effectuate the same, as fully to all intents and purposes as he himself might
or could do, if personally present, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done.

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND
ON THE DATES INDICATED.

<TABLE>
<CAPTION>
                      SIGNATURE                                     TITLE                        DATE
                      ---------                                     -----                        ----
<S>                                                  <C>                                    <C>
                /s/ MICHAEL J. FERRIS                President and Chief Executive          April 17, 1998
 --------------------------------------------------                                                       
                 (Michael J. Ferris)                 Officer and Director

                /s/ PHILLIP J. ABLOVE                Vice President and Chief               April 17, 1998
 --------------------------------------------------                                                       
                 (Philip J. Ablove)                  Financial Officer and Director
                                                     (Principal Financial Officer)

                 /s/ JOHN R. BEAVER                  Controller (Principal Accounting       April 17, 1998
 --------------------------------------------------                                                       
                  (John R. Beaver)                   Officer)

               /s/ WILLIAM R. BERKLEY                Chairman of the Board                  April 17, 1998
 --------------------------------------------------                                                       
                (William R. Berkley)

</TABLE>




                                       5
<PAGE>   7
<TABLE>
<S>                                                  <C>                                    <C>
                /s/ ANDREW M. BURSKY                 Director                               April 17, 1998
 --------------------------------------------------                                                       
                 (Andrew M. Bursky)

                /s/ DONALD J. DONAHUE                Director                               April 17, 1998
 --------------------------------------------------                                                       
                 (Donald J. Donahue)

             /s/ RICHARD C. KELLOGG, JR.             Director                               April 17, 1998
 --------------------------------------------------                                                       
              (Richard C. Kellogg, Jr.)

                 /s/ JACK H. NUSBAUM                 Director                               April 17, 1998
 --------------------------------------------------                                                       
                  (Jack H. Nusbaum)

              /s/ THOMAS H. SCHNITZIUS               Director                               April 17, 1998
 --------------------------------------------------                                                       
               (Thomas H. Schnitzius)

</TABLE>




                                       6
<PAGE>   8


                               Index to Exhibits

<TABLE>
<CAPTION>
Exhibit
Number     Description
------     -----------
<S>        <C>
4.1        Third Restated Certificate of Incorporation of Pioneer Companies, Inc. (filed as Exhibit 3.1 to the Company's
           Annual Report on Form 10-K for the fiscal year ended December 31, 1993, and incorporated herein by
           reference).

4.2        Amendment to Third Restated Certificate of Incorporation of Pioneer Companies, Inc. (filed as Exhibit 3.1(b)
           to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995 and incorporated
           herein by reference).

4.3        Bylaws of Pioneer Companies, Inc. (filed as Exhibit 3.2 to the Company's Annual Report on Form 10-K for the
           fiscal year ended December 31, 1988 and incorporated herein by reference).

4.4*       Pioneer Companies, Inc. 1995 Stock Incentive Plan.

4.5*       Pioneer Companies, Inc. 1998 Stock Plan.

4.6*       Non-Qualified Stock Option Agreement for Michael J. Ferris dated January 4, 1997.

4.7*       Non-Qualified Stock Option Agreement for Michael J. Ferris dated January 4, 1998.

4.8*       Non-Qualified Stock Option Agreement for Andrew M. Bursky dated May 15, 1997.

5.1*       Opinion of Andrews & Kurth L.L.P. as to the legality of the shares being registered.

23.1*      Consent of Deloitte & Touche LLP.

23.2*      Consent of Ernst & Young LLP.

23.2       Consent of Andrews & Kurth L.L.P. (included in the opinion filed as Exhibit 5.1 to this Registration
           Statement).

24.1       Power of Attorney (set forth on the signature page contained in Part II of this Registration Statement).
</TABLE>


----------
*filed herewith





                                       7
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1
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 17, 1998.
                                                           REGISTRATION NO. 333-
================================================================================
                     SECURITIES  AND  EXCHANGE  COMMISSION
                            WASHINGTON, D.C.  20549

                              -------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                            PIONEER COMPANIES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

           DELAWARE                                              06-1215192
(STATE OR OTHER JURISDICTION OF                               (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                              IDENTIFICATION NO.)

                                  700 LOUISIANA
                                   SUITE 4300
                              HOUSTON, TEXAS 77002
          (ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)

               PIONEER COMPANIES, INC. 1995 STOCK INCENTIVE PLAN,
                    PIONEER COMPANIES, INC. 1998 STOCK PLAN,
         NON-QUALIFIED STOCK OPTION AGREEMENT FOR MICHAEL J. FERRIS AND
            NON-QUALIFIED STOCK OPTION AGREEMENT FOR ANDREW M. BURSKY
                            (FULL TITLE OF THE PLANS)

                    KENT R. STEPHENSON                          COPY TO:
              VICE PRESIDENT, GENERAL COUNSEL              JAMES M. PRINCE, ESQ.
                       AND SECRETARY                      ANDREWS & KURTH L.L.P.
                 700 LOUISIANA, SUITE 4300               600 TRAVIS, SUITE 4200,
                    HOUSTON, TEXAS 77002                   HOUSTON, TEXAS 77002
                      (713) 570-3200
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
        INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                              -------------------

                         CALCULATION OF REGISTRATION FEE
==============================================================================================================
                                                                                    PROPOSED
                                                                    PROPOSED        MAXIMUM
                                                  AMOUNT            MAXIMUM        AGGREGATE       AMOUNT OF
                                                  TO BE          OFFERING PRICE     OFFERING      REGISTRATION
   TITLE OF SECURITIES TO BE REGISTERED       REGISTERED (1)     PER SHARE (2)     PRICE (2)          FEE
--------------------------------------------------------------------------------------------------------------
Class A Common Stock, par value
             $0.01 per share                 500,000 Shares(3)     $ 11.125        $5,562,500      $1,640.94
                                             858,675 Shares(4)       11.125         9,552,760       2,818.07
                                             204,637 Shares(5)        4.67            955,655         281.92
                                              26,750 Shares(5)        5.61            150,068          44.27
                                              26,750 Shares(5)        6.54            174,945          51.61
                                              26,750 Shares(5)        7.48            200,090          59.03
Total:                                       107,000 Shares(6)        5.20            556,400         164.14
                                           1,750,562 Shares                       $17,152,418     $ 5,059.98
==============================================================================================================
(1) The number of Shares of Class A Common Stock registered herein is subject
    to adjustment to prevent dilution resulting from stock splits, stock
    dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the amount of the
    registration fee pursuant to Rule 457(h) under the Securities Act, based on
    (a) $11.125 per share (the average of the high and low prices of the
    Registrant's Class A Common Stock on the Nasdaq National Market on April
    13, 1998 as reported in the Wall Street Journal on April 14, 1998) for
    1,358,675 break out shares that may be acquired upon exercise of options
    under the Pioneer Companies, Inc.  Stock Incentive Plan and the Pioneer
    Companies, Inc. 1998 Stock Plan; (b) an exercise price of $4.67 per share
    for 204,637 shares that may be acquired upon exercise of options under the
    Non-qualified Stock Option Agreement for Michael J. Ferris (the "Ferris
    Option"); (c) $5.61 per share for 26,750 shares that may be acquired upon
    exercise of options under the Ferris Option; (d) an exercise price of $6.54
    per share for 26,750 shares that may be acquired upon exercise of options
    under the Ferris Option (e) an exercise price of $7.48 per share for 26,750
    shares that may be acquired upon exercise of options under the Ferris
    Option and (f) an exercise price of $5.20 per share for 107,000 shares that
    may be acquired upon exercise of options under the Non-Qualified Stock
    Option Agreement for Andrew M. Bursky (the "Bursky Option").  The number of
    shares subject to purchase and the exercise price per share in (b) through
    (f) above have been adjusted to reflect the 7% stock dividend paid to
    holders of record of the Registrants Class A Common Stock on December 1,
    1997.
(3) Represents shares subject to the Pioneer Companies, Inc. 1998 Stock Plan.
(4) Represents shares subject to the Pioneer Companies, Inc. 1995 Stock
    Incentive Plan.
(5) Represents shares subject to the Ferris Option.
(6) Represents shares subject to the Bursky Option.
================================================================================
2
                                     PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

    The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participating employees as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended (the "Securities Act").  These
documents and the documents incorporated herein by reference pursuant to Item 3
of Part II of this Registration Statement, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

    Pioneer Companies, Inc. (the "Company") incorporates herein by reference
the following documents as of their respective dates as filed with the
Securities and Exchange Commission (the "Commission"):

                 (a)      The Company's Annual Report on Form 10-K for the
                          fiscal year ended December 31, 1997.

                 (b)      The description of the Company's Class A common
                          stock, par value $0.01 per share, contained in the
                          Company's Registration Statement on Form S-1 (No.
                          033-37460), filed with the Commission on October 29,
                          1990.

         All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering made hereby shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
filing of such documents.  Any statement contained herein or in a document
incorporated or deemed to be incorporated herein by reference shall be deemed
to be modified or superseded for purposes of the Registration Statement and the
Prospectus to the extent that a statement contained herein or in any
subsequently filed document which also is, or is deemed to be, incorporated by
reference herein modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of the Registration Statement or the
Prospectus.

ITEM 4.  DESCRIPTION OF SECURITIES.

         The information required by Item 4 is not applicable to this
Registration Statement since the class of securities to be offered is
registered under Section 12 of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Subsection (a) of Section 145 of the General Corporation Law of the
State of Delaware empowers a corporation to indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation)
by reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests

                                       1
3
of the corporation, and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful.

         Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, except that no indemnification may be
made in respect of any claim, issue or matter as to which such person shall
have been made to be liable to the corporation unless and only to the extent
that the Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court
of Chancery or such other court shall deem proper.

         Section 145 further provides that to the extent a director or officer
of a corporation has been successful on the merits or otherwise in the defense
of any action, suit or proceeding referred to in subsections (a) and (b) of
Section 145 in the defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith; that indemnification
provided for by Section 145 shall not be deemed exclusive of any other rights
to which the indemnified party may be entitled; that indemnification provided
for by Section 145 shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of such person's heirs,
executors and administrators; and empowers the corporation to purchase and
maintain insurance on behalf of a director or officer of the corporation
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such whether or not the corporation
would have the power to indemnify him against such liabilities under Section
145.

         Section 102(b)(7) of the General Corporation Law of the State of
Delaware provides that a certificate of incorporation may contain a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director provided that such provision shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law, or (iv) for
any transaction from which the director derived an improper personal benefit.

         Article Seventh of the Company's Third Restated Certificate of
Incorporation states that:

         No director shall be personally liable to the Corporation or its
         stockholders for monetary damages for any breach of fiduciary duty by
         such director as a director.  Notwithstanding the foregoing sentence,
         a director shall be liable to the extent provided by applicable law
         (i) for any breach of the director's duty of loyalty to the
         Corporation or its stockholders, (ii) for acts or omissions not in
         good faith or which involve intentional misconduct or a knowing
         violation of law, (iii) pursuant to section 174 of the GCL or (iv) for
         any transaction from which the director derived an improper personal
         benefit.

         In addition, Section 8 of the Company's Bylaws further provide that
the Company shall indemnify its officers, directors and employees to the
fullest extent permitted by law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         The information required by Item 7 is not applicable to this
Registration Statement.

                                       2
4
ITEM 8.  EXHIBITS.
Exhibit
Number     Description
------     -----------
4.1        Third Restated Certificate of Incorporation of Pioneer Companies, Inc. (filed as Exhibit 3.1 to the Company's
           Annual Report on Form 10-K for the fiscal year ended December 31, 1993, and incorporated herein by
           reference).

4.2        Amendment to Third Restated Certificate of Incorporation of Pioneer Companies, Inc. (filed as Exhibit 3.1(b)
           to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995 and incorporated
           herein by reference).

4.3        Bylaws of Pioneer Companies, Inc. (filed as Exhibit 3.2 to the Company's Annual Report on Form 10-K for the
           fiscal year ended December 31, 1988 and incorporated herein by reference).

4.4*       Pioneer Companies, Inc. 1995 Stock Incentive Plan.

4.5*       Pioneer Companies, Inc. 1998 Stock Plan.

4.6*       Non-Qualified Stock Option Agreement for Michael J. Ferris dated January 4, 1997.

4.7*       Non-Qualified Stock Option Agreement for Michael J. Ferris dated January 4, 1998.

4.8*       Non-Qualified Stock Option Agreement for Andrew M. Bursky dated May 15, 1997.

5.1*       Opinion of Andrews & Kurth L.L.P. as to the legality of the shares being registered.

23.1*      Consent of Deloitte & Touche LLP.

23.2*      Consent of Ernst & Young LLP.

23.2       Consent of Andrews & Kurth L.L.P. (included in the opinion filed as Exhibit 5.1 to this Registration
           Statement).

24.1       Power of Attorney (set forth on the signature page contained in Part II of this Registration Statement).
----------
*filed herewith

ITEM 9.  UNDERTAKINGS

         The undersigned registrant hereby undertakes:

                 (1)      To file, during any period in which offers or sales
         are being made, a post-effective amendment to this registration
         statement:

                          (i)     To include any prospectus required by Section
         10(a)(3) of the Securities Act of 1933;

                          (ii)    To reflect in the prospectus any facts or
         events arising after the effective date of the registration statement
         (or the most recent post-effective amendment thereof) which,
         individually or in the

                                       3
5
         aggregate, represent a fundamental change in the information set forth
         in the registration statement; notwithstanding the foregoing, any
         increase or decrease in volume of securities offered (if the total
         dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or high end of the
         estimated maximum offering range may be reflected in the form of
         prospectus filed with the Commission pursuant to Rule 424(b) if, in
         the aggregate, the changes in volume and price represent no more than
         a 20 percent change in the maximum aggregate offering price set forth
         in the "Calculation of Registration Fee" table in the effective
         registration statement;

                          (iii)   To include any material information with
         respect to the plan of distribution not previously disclosed in the
         registration statement or any material change to such information in
         the registration statement:

         Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S- 3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

                 (2)      That, for the purpose of determining any liability
         under the Securities Act of 1933, each such post-effective amendment
         shall be deemed to be a new registration statement relating to the
         securities offered therein, and the offering of such securities at
         that time shall be deemed to be the initial bona fide offering
         thereof.

                 (3)      To remove from registration by means of a
         post-effective amendment any of the securities being registered which
         remain unsold at the termination of the offering.

         The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described in Item 6 of
this Registration Statement, or otherwise, the registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1993 and will be
governed by the final adjudication of such issue.

                                       4
6
                                   SIGNATURES

                                 THE REGISTRANT

         Pursuant to the requirements of the Securities Act, Pioneer Companies,
Inc. certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas on April 17, 1998.

                                       PIONEER COMPANIES, INC.
                                       (Registrant)

                                       By: /s/ KENT R. STEPHENSON
                                           -------------------------------------
                                               Kent R. Stephenson     
                                               Vice President, General  
                                               Counsel and Secretary

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and
directors of PIONEER COMPANIES, INC. (the "Company") hereby constitutes and
appoints Michael J. Ferris, and Philip J. Ablove, or either of them (with full
power to each of them to act alone), his true and lawful attorney-in-fact and
agent, with full power of substitution, for him and on his behalf and in his
name, place and stead, in any and all capacities, to sign, execute and file
this Registration Statement under the Securities Act of 1933, as amended, and
any or all amendments (including, without limitation, post-effective
amendments), with all exhibits and any and all documents required to be filed
with respect thereto, with the Securities and Exchange Commission or any
regulatory authority, granting unto such attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises in order to
effectuate the same, as fully to all intents and purposes as he himself might
or could do, if personally present, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done.

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND
ON THE DATES INDICATED.
SIGNATURE                                     TITLE                        DATE
                      ---------                                     -----                        ----
/s/ MICHAEL J. FERRIS                President and Chief Executive          April 17, 1998
 --------------------------------------------------                                                       
                 (Michael J. Ferris)                 Officer and Director

                /s/ PHILLIP J. ABLOVE                Vice President and Chief               April 17, 1998
 --------------------------------------------------                                                       
                 (Philip J. Ablove)                  Financial Officer and Director
                                                     (Principal Financial Officer)

                 /s/ JOHN R. BEAVER                  Controller (Principal Accounting       April 17, 1998
 --------------------------------------------------                                                       
                  (John R. Beaver)                   Officer)

               /s/ WILLIAM R. BERKLEY                Chairman of the Board                  April 17, 1998
 --------------------------------------------------                                                       
                (William R. Berkley)
5
7
/s/ ANDREW M. BURSKY                 Director                               April 17, 1998
 --------------------------------------------------                                                       
                 (Andrew M. Bursky)

                /s/ DONALD J. DONAHUE                Director                               April 17, 1998
 --------------------------------------------------                                                       
                 (Donald J. Donahue)

             /s/ RICHARD C. KELLOGG, JR.             Director                               April 17, 1998
 --------------------------------------------------                                                       
              (Richard C. Kellogg, Jr.)

                 /s/ JACK H. NUSBAUM                 Director                               April 17, 1998
 --------------------------------------------------                                                       
                  (Jack H. Nusbaum)

              /s/ THOMAS H. SCHNITZIUS               Director                               April 17, 1998
 --------------------------------------------------                                                       
               (Thomas H. Schnitzius)
6
8

                               Index to Exhibits
Exhibit
Number     Description
------     -----------
4.1        Third Restated Certificate of Incorporation of Pioneer Companies, Inc. (filed as Exhibit 3.1 to the Company's
           Annual Report on Form 10-K for the fiscal year ended December 31, 1993, and incorporated herein by
           reference).

4.2        Amendment to Third Restated Certificate of Incorporation of Pioneer Companies, Inc. (filed as Exhibit 3.1(b)
           to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995 and incorporated
           herein by reference).

4.3        Bylaws of Pioneer Companies, Inc. (filed as Exhibit 3.2 to the Company's Annual Report on Form 10-K for the
           fiscal year ended December 31, 1988 and incorporated herein by reference).

4.4*       Pioneer Companies, Inc. 1995 Stock Incentive Plan.

4.5*       Pioneer Companies, Inc. 1998 Stock Plan.

4.6*       Non-Qualified Stock Option Agreement for Michael J. Ferris dated January 4, 1997.

4.7*       Non-Qualified Stock Option Agreement for Michael J. Ferris dated January 4, 1998.

4.8*       Non-Qualified Stock Option Agreement for Andrew M. Bursky dated May 15, 1997.

5.1*       Opinion of Andrews & Kurth L.L.P. as to the legality of the shares being registered.

23.1*      Consent of Deloitte & Touche LLP.

23.2*      Consent of Ernst & Young LLP.

23.2       Consent of Andrews & Kurth L.L.P. (included in the opinion filed as Exhibit 5.1 to this Registration
           Statement).

24.1       Power of Attorney (set forth on the signature page contained in Part II of this Registration Statement).
----------
*filed herewith

                                       7