<PAGE>
      As filed with the Securities and Exchange Commission on June 18, 2003

                                                     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 STREET                                   77002
              SUITE 4300                                      (Zip Code)
            HOUSTON, TEXAS
(Address of Principal Executive Offices)

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

                             PIONEER COMPANIES, INC.
                         2001 EMPLOYEE STOCK OPTION PLAN
                            (Full title of the plan)

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

                               KENT R. STEPHENSON
                  VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
                             PIONEER COMPANIES, INC.
                              700 LOUISIANA STREET
                                   SUITE 4300
                              HOUSTON, TEXAS 77002
                     (Name and address of agent for service)

                                 (713) 570-3200
          (Telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
===================================================================================================================================
                                                                          PROPOSED MAXIMUM    PROPOSED MAXIMUM
                                                         AMOUNT TO BE    OFFERING PRICE PER  AGGREGATE OFFERING       AMOUNT OF
         TITLE OF SECURITIES TO BE REGISTERED           REGISTERED (1)        SHARE (2)           PRICE (2)       REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>               <C>                 <C>                  <C>
Common Stock, par value $.01 per share                      997,000             $3.85            $3,838,450             $311
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)   Pursuant to Rule 416 of the Securities Act of 1933, this Registration
      Statement also covers such indeterminate number of additional shares as
      may become issuable under the plan as a result of the antidilution
      provisions of the plan.

(2)   Estimated pursuant to Rules 457(c) and (h) solely for purposes of
      computing the registration fee and based on the average of the high and
      low sales prices reported on the OTC Bulletin Board on June 16, 2003.

===============================================================================

<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


         Note: The document(s) containing the information concerning the Pioneer
Companies, Inc. 2001 Employee Stock Option Plan (the "Plan") required by Item 1
of Form S-8 and the statement of availability of registrant information, Plan
information and other information required by Item 2 of Form S-8 will be sent or
given to employees as specified by Rule 428 under the Securities Act of 1933, as
amended (the "Securities Act"). In accordance with Rule 428 and the requirements
of Part I of Form S-8, such documents are not being filed with the Securities
and Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424
under the Securities Act. The registrant will maintain a file of such documents
in accordance with the provisions of Rule 428. Upon request, the registrant will
furnish to the Commission or its staff a copy of any or all of the documents
included in such file.


                                      I-1

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, which Pioneer Companies, Inc., a Delaware
corporation ("Pioneer"), has filed with the Commission pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act") (File No.
001-9859), are incorporated in this Registration Statement by reference and
shall be deemed to be a part hereof:

(1)      Pioneer's Annual Report on Form 10-K for the fiscal year ended
         December 31, 2002;

(2)      Pioneer's Quarterly Report on Form 10-Q for the quarter ended
         March 31, 2003;

(3)      Pioneer's Current Reports on Form 8-K filed with the Commission on
         March 7, 2003 and April 1, 2003; and

(4)      The description of Pioneer's Common Stock, par value $.01 per share
         (the "Common Stock"), contained in Pioneer's Registration Statement on
         Form 8-A, filed with the Commission on June 16, 2003, as thereafter
         amended from time to time for the purpose of updating, changing or
         modifying such description.

         All documents filed by Pioneer with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered hereby
have been sold, or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated in this Registration Statement by reference and to
be a part hereof from the date of filing of such documents.

         Any statement contained in this Registration Statement, in an amendment
hereto or in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any subsequently filed amendment or
supplement to this Registration Statement or in any document that also is
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

         The consolidated balance sheets of Pioneer and its subsidiaries as of
December 31, 2002 and 2001, and the related consolidated statements of
operations, stockholders' equity (deficiency in assets) and cash flows for the
year ended December 31, 2002, and (with respect to the operations of Pioneer
prior to its emergence from bankruptcy on December 31, 2001) for each of the two
years in the period ended December 31, 2001 included in Pioneer's Annual Report
on Form 10-K for the year ended December 31, 2002 and incorporated by reference
in this Registration Statement, have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report, which is incorporated herein by
reference, and have been so incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.


                                      II-1

<PAGE>

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Delaware General Corporation Law

         Section 145(a) of the General Corporation Law of the State of Delaware
(the "DGCL") provides that a corporation may 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 such person 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 such person in connection with such action, suit or proceeding if
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the corporation and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
such person's conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement or conviction or upon a plea of nolo
contendere or its equivalent shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which such person reasonably
believed to be in or not opposed to the best interests of the corporation and,
with respect to any criminal action or proceeding, had reasonable cause to
believe that such person's conduct was unlawful.

         Section 145(b) of the DGCL states that a corporation may 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 is or was a director, officer, employee or agent of the corporation, or
is 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) actually and reasonably
incurred by the person in connection with the defense or settlement of such
action or suit if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
corporation) and except that no indemnification shall be made in respect of any
claim issue or matter as to which such person shall have been adjudged 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 that the Court of Chancery or such other court shall
deem proper.

         Section 145(c) of the DGCL provides that to the extent that a present
or former director or officer of a corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in
subsections (a) and (b) of Section 145, or in defense of any claim, issue or
matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith.

         Section 145(d) of the DGCL states that any indemnification under
subsections (a) and (b) of Section 145 (unless ordered by a court) shall be made
by the corporation only as authorized in the specific case upon a determination
that indemnification of the present or former director, officer, employee or
agent is proper in the circumstances because such person has met the applicable
standard of conduct set forth in subsections (a) and (b). Such determination
shall be made, with respect to a person who is a director or officer at the time
of such determination, (1) by the board of directors by a majority vote of the
directors who were not parties to such action, suit or proceeding, even though
less than a quorum or (2) by a committee of such directors designated by
majority vote of such directors, even though less than a quorum or (3) if such
quorum is not obtainable or, even if obtainable, a quorum of disinterested
directors so directs by independent legal counsel in a written opinion or (4) by
the stockholders.

         Section 145(e) of the DGCL provides that expenses (including attorneys'
fees) incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it ultimately is determined that such person is
not entitled to be indemnified by the corporation as authorized in Section 145.
Such expenses (including attorneys' fees) incurred


                                      II-2

<PAGE>

by former directors and officers or other employees and agents may be so paid
upon such terms and conditions, if any, as the corporation deems appropriate.

         Section 145(f) of the DGCL states that the indemnification and
advancement of expenses provided by, or granted pursuant to, the other
subsections of Section 145 shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses may be entitled
under any bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise, both as to action in such person's official capacity and as to action
in another capacity while holding such office.

         Section 145(g) of the DGCL provides that a corporation shall have the
power to purchase and maintain insurance on behalf of any person who 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 any liability asserted against such person and incurred by such person
in any such capacity, or arising out of such person's status as such, whether or
not the corporation would have the power to indemnify such person against such
liability under the provisions of Section 145.

         Section 145(j) of the DGCL states that the indemnification and
advancement of expenses provided by, or granted pursuant to, 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 the heirs, executors and administrators of such a person.

         Fourth Amended and Restated Certificate of Incorporation

         The Fourth Amended and Restated Certificate of Incorporation of Pioneer
provides that a director of Pioneer shall not be personally liable to Pioneer or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to Pioneer 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 DGCL or (iv) for any transaction from which the
director derived an improper personal benefit.

         Amended and Restated Bylaws

         The Amended and Restated Bylaws of Pioneer provide that Pioneer shall,
to the maximum extent permitted from time to time under the law, indemnify every
person who is or was a party or is or was threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that such
person is or was a director or officer of Pioneer or is or was serving at the
request of Pioneer as a director, officer or fiduciary of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise.

         Expenses incurred by a director or officer of Pioneer in defending a
civil or criminal action, suit or proceeding shall be paid by Pioneer upon
receipt of an undertaking by or on behalf of such director or officer to repay
such amount if it shall ultimately be determined that he is not entitled to be
indemnified by Pioneer as authorized in the Amended and Restated Bylaws. Such
expenses incurred by other employees and agents of Pioneer and other persons
eligible for indemnification under the Amended and Restated Bylaws may be paid
upon such terms and conditions, if any, as the Board of Directors deems
appropriate.

         No amendment, modification or repeal of the indemnification provisions
of the Amended and Restated Bylaws shall in any manner terminate, reduce or
impair the right of any past, present or future director or officer of Pioneer
or other persons eligible for indemnification under the Amended and Restated
Bylaws to be indemnified by Pioneer, nor the obligation of Pioneer to indemnify
any such director or officer of Pioneer and other persons eligible for
indemnification under the Amended and Restated Bylaws under and in accordance
with the provisions of the Amended and Restated Bylaws as in effect immediately
prior to such amendment, modification or repeal with respect to claims arising,
in whole or in part, from a state of facts extant on the date of, or relating to
matters occurring prior to, such amendment, modification or repeal, regardless
of when such claims may arise or be asserted.


                                      II-3

<PAGE>

         Indemnification Agreements

         Pioneer has entered into Indemnification Agreements with each of its
directors. The Indemnification Agreements provide that Pioneer shall indemnify
the director when the director 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 Pioneer), by reason of the fact that he was a director,
officer, employee or agent of Pioneer, or is or was serving at the request of
Pioneer 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 of Pioneer, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that his
conduct was unlawful.

         In addition, the Indemnification Agreements provide that Pioneer shall
indemnify the director when the director 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 Pioneer to procure a judgment in its favor by reason of the fact
that he is or was a director, officer, employee or agent of Pioneer, or is or
was serving at the request of Pioneer as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise
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 that he reasonably believed to be in or not
opposed to the best interests of Pioneer and except that no indemnification
shall be made in respect of any claim, issue or matter as to which the director
shall have been adjudged to be liable to Pioneer 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, the director is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper. The Indemnification Agreements also
provide certain procedures regarding the right to indemnification and the
advancement of expenses.

         Insurance

         Pioneer has obtained a policy of liability insurance to insure its
officers and directors against losses resulting from certain acts or omissions
committed by them in their capacities as officers and directors of Pioneer.

         The above discussion of Section 145 of the DGCL, Pioneer's Fourth
Amended and Restated Certificate of Incorporation and Amended and Restated
Bylaws and the Indemnification Agreements is not intended to be exhaustive and
is respectively qualified in its entirety by reference to the DGCL, the Fourth
Amended and Restated Certificate of Incorporation and the Amended and Restated
Bylaws of Pioneer and such agreements, each as amended.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS.

     EXHIBIT
     NUMBER         DOCUMENT DESCRIPTION
     -------        --------------------

       4.1     --   Fourth Amended and Restated Certificate of Incorporation of
                    Pioneer (incorporated by reference to Exhibit 3.1 of
                    Pioneer's Annual Report on Form 10-K for the year ended
                    December 31, 2001, File No. 001-9859).

       4.2    --    Amended and Restated Bylaws of Pioneer (incorporated by
                    reference to Exhibit 3.2 of Pioneer's Annual Report on Form
                    10-K for the year ended December 31, 2001, File No.
                    001-9859).


                                      II-4

<PAGE>

       4.3    --    Pioneer Companies, Inc. 2001 Employee Stock Option Plan
                    (incorporated by reference to Exhibit 10.1 of Pioneer's
                    Annual Report on Form 10-K for the year ended December 31,
                    2001, File No. 001-9859).

       4.4    --    Specimen Pioneer Companies, Inc. Stock Certificate
                    (incorporated by reference to Exhibit 4.1 of Pioneer's
                    Annual Report on Form 10-K for the year ended December 31,
                    2001, File No. 001-9859).

      *5.1    --    Opinion of Baker Botts L.L.P. as to the legality of
                    securities.

      *23.1   --    Consent of Deloitte & Touche LLP.

      *23.2   --    Consent of Baker Botts L.L.P. (contained in Exhibit 5.1).

      *24.1   --    Powers of Attorney (included on the signature page of the
                    Registration Statement).

-------------------------
*   Filed herewith.


                                      II-5

<PAGE>

ITEM 9.  UNDERTAKINGS.

     (a) 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;

              (ii)  To reflect in the prospectus any facts or events arising
                    after the effective date of this Registration Statement (or
                    the most recent post-effective amendment thereof) which,
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in this 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) of the Securities Act if, in the aggregate,
                    the changes in volume and price represent no more than a 20%
                    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 this
                    Registration Statement or any material change to such
                    information in this Registration Statement;

     provided, however, that the undertakings set forth in paragraphs
     (a)(1)(i) and (a)(1)(ii) above do not apply if the information required
     to be included in a post-effective amendment by those paragraphs is
     contained in periodic reports filed by the registrant pursuant to
     Section 13 or Section 15(d) of the Exchange Act that are incorporated
     by reference in this Registration Statement.

         (2)  That, for the purpose of determining any liability under the
              Securities Act, 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.

     (b) The undersigned registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act, each filing of the
         registrant's annual report pursuant to Section 13(a) or Section 15(d)
         of the Exchange Act (and, where applicable, each filing of an employee
         benefit plan's annual report pursuant to Section 15(d) of the Exchange
         Act) 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.

     (c) Insofar as indemnification for liabilities arising under the Securities
         Act may be permitted to directors, officers and controlling persons of
         the registrant pursuant to the foregoing provisions, or otherwise, the
         registrant has been advised that in the opinion of the Commission such
         indemnification is against public policy as expressed in the Act 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


                                      II-6

<PAGE>

         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 Act and will be governed by the final adjudication of
         such issue.


                                      II-7

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the Registrant
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 June 17, 2003.

                                     PIONEER COMPANIES, INC.



                                     By: /s/ MICHAEL Y. MCGOVERN
                                         --------------------------------------
                                         Michael Y. McGovern
                                         President and Chief Executive Officer


                                POWER OF ATTORNEY

         Each person whose signature appears below appoints Michael Y. McGovern,
President and Chief Executive Officer of Pioneer, Gary L. Pittman, Vice
President and Chief Financial Officer of Pioneer, and Kent R. Stephenson, Vice
President, Secretary and General Counsel of Pioneer, and each of them,
severally, as his or her true and lawful attorney or attorneys-in-fact and agent
or agents, each of whom shall be authorized to act with or without the other,
with full power of substitution and resubstitution, for him or her and in his or
her name, place and stead in his capacity as a director or officer or both, as
the case may be, of Pioneer, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and all documents or
instruments necessary or appropriate to enable Pioneer to comply with the
Securities Act, and to file the same with the Commission, with full power and
authority to each of said attorneys-in-fact and agents to do and perform in the
name and on behalf of each such director or officer, or both, as the case may
be, each and every act whatsoever that is necessary, appropriate or advisable in
connection with any or all of the above-described matters and to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them or their substitutes, may
lawfully do or cause to be done by virtue hereof.

         PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED
AND ON JUNE 17, 2003.

           SIGNATURE                                   TITLE
           ---------                                   -----


     /s/ MICHAEL Y. MCGOVERN               President, Chief Executive Officer
------------------------------------       and Director (Principal Executive
      (Michael Y. McGovern)                Officer)


       /s/ GARY L. PITTMAN                 Vice President and Chief Financial
------------------------------------       Officer (Principal Financial Officer)
        (Gary L. Pittman)


       /s/ LYN N. GARLAND                  Vice President and Controller
------------------------------------       (Principal Accounting Officer)
        (Lyn N. Garland)


     /s/ DAVID N. WEINSTEIN                Chairman of the Board of Directors
------------------------------------
       (David N. Weinstein)


       /s/ MARVIN E. LESSER                Director
------------------------------------
        (Marvin E. Lesser)


      /s/ GARY L. ROSENTHAL                Director
------------------------------------
       (Gary L. Rosenthal)


                                      II-8

<PAGE>

                                  EXHIBIT INDEX



     EXHIBIT
     NUMBER         DOCUMENT DESCRIPTION
     -------        --------------------

       4.1     --   Fourth Amended and Restated Certificate of Incorporation of
                    Pioneer (incorporated by reference to Exhibit 3.1 of
                    Pioneer's Annual Report on Form 10-K for the year ended
                    December 31, 2001, File No. 001-9859).

       4.2    --    Amended and Restated Bylaws of Pioneer (incorporated by
                    reference to Exhibit 3.2 of Pioneer's Annual Report on Form
                    10-K for the year ended December 31, 2001, File No.
                    001-9859).

       4.3    --    Pioneer Companies, Inc. 2001 Employee Stock Option Plan
                    (incorporated by reference to Exhibit 10.1 of Pioneer's
                    Annual Report on Form 10-K for the year ended December 31,
                    2001, File No. 001-9859).

       4.4    --    Specimen Pioneer Companies, Inc. Stock Certificate
                    (incorporated by reference to Exhibit 4.1 of Pioneer's
                    Annual Report on Form 10-K for the year ended December 31,
                    2001, File No. 001-9859).

      *5.1    --    Opinion of Baker Botts L.L.P. as to the legality of
                    securities.

      *23.1   --    Consent of Deloitte & Touche LLP.

      *23.2   --    Consent of Baker Botts L.L.P. (contained in Exhibit 5.1).

      *24.1   --    Powers of Attorney (included on the signature page of the
                    Registration Statement).

-------------------------
*   Filed herewith.
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{"company-data": {"conformed-name": "PIONEER COMPANIES INC", "cik": "0000830141", "assigned-sic": "2800", "irs-number": "061215192", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-106210", "film-number": "03747965"}, "business-address": {"street1": "700 LOUISIANA", "street2": "STE 4200", "city": "HOUSTON", "state": "TX", "zip": "77002", "phone": "7132253831"}, "mail-address": {"street1": "700 LOUISIANA", "street2": "STE 4200", "city": "HOUSTON", "state": "TX", "zip": "77002"}, "former-company": [{"former-conformed-name": "GEV CORP", "date-changed": "19930902"}, {"former-conformed-name": "FINEVEST FOODS INC", "date-changed": "19920703"}]}
As filed with the Securities and Exchange Commission on June 18, 2003

                                                     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 STREET                                   77002
              SUITE 4300                                      (Zip Code)
            HOUSTON, TEXAS
(Address of Principal Executive Offices)

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

                             PIONEER COMPANIES, INC.
                         2001 EMPLOYEE STOCK OPTION PLAN
                            (Full title of the plan)

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

                               KENT R. STEPHENSON
                  VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
                             PIONEER COMPANIES, INC.
                              700 LOUISIANA STREET
                                   SUITE 4300
                              HOUSTON, TEXAS 77002
                     (Name and address of agent for service)

                                 (713) 570-3200
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
                                                                          PROPOSED MAXIMUM    PROPOSED MAXIMUM
                                                         AMOUNT TO BE    OFFERING PRICE PER  AGGREGATE OFFERING       AMOUNT OF
         TITLE OF SECURITIES TO BE REGISTERED           REGISTERED (1)        SHARE (2)           PRICE (2)       REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share                      997,000             $3.85            $3,838,450             $311
-----------------------------------------------------------------------------------------------------------------------------------
(1)   Pursuant to Rule 416 of the Securities Act of 1933, this Registration
      Statement also covers such indeterminate number of additional shares as
      may become issuable under the plan as a result of the antidilution
      provisions of the plan.

(2)   Estimated pursuant to Rules 457(c) and (h) solely for purposes of
      computing the registration fee and based on the average of the high and
      low sales prices reported on the OTC Bulletin Board on June 16, 2003.

===============================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         Note: The document(s) containing the information concerning the Pioneer
Companies, Inc. 2001 Employee Stock Option Plan (the "Plan") required by Item 1
of Form S-8 and the statement of availability of registrant information, Plan
information and other information required by Item 2 of Form S-8 will be sent or
given to employees as specified by Rule 428 under the Securities Act of 1933, as
amended (the "Securities Act"). In accordance with Rule 428 and the requirements
of Part I of Form S-8, such documents are not being filed with the Securities
and Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424
under the Securities Act. The registrant will maintain a file of such documents
in accordance with the provisions of Rule 428. Upon request, the registrant will
furnish to the Commission or its staff a copy of any or all of the documents
included in such file.

                                      I-1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, which Pioneer Companies, Inc., a Delaware
corporation ("Pioneer"), has filed with the Commission pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act") (File No.
001-9859), are incorporated in this Registration Statement by reference and
shall be deemed to be a part hereof:

(1)      Pioneer's Annual Report on Form 10-K for the fiscal year ended
         December 31, 2002;

(2)      Pioneer's Quarterly Report on Form 10-Q for the quarter ended
         March 31, 2003;

(3)      Pioneer's Current Reports on Form 8-K filed with the Commission on
         March 7, 2003 and April 1, 2003; and

(4)      The description of Pioneer's Common Stock, par value $.01 per share
         (the "Common Stock"), contained in Pioneer's Registration Statement on
         Form 8-A, filed with the Commission on June 16, 2003, as thereafter
         amended from time to time for the purpose of updating, changing or
         modifying such description.

         All documents filed by Pioneer with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered hereby
have been sold, or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated in this Registration Statement by reference and to
be a part hereof from the date of filing of such documents.

         Any statement contained in this Registration Statement, in an amendment
hereto or in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any subsequently filed amendment or
supplement to this Registration Statement or in any document that also is
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

         The consolidated balance sheets of Pioneer and its subsidiaries as of
December 31, 2002 and 2001, and the related consolidated statements of
operations, stockholders' equity (deficiency in assets) and cash flows for the
year ended December 31, 2002, and (with respect to the operations of Pioneer
prior to its emergence from bankruptcy on December 31, 2001) for each of the two
years in the period ended December 31, 2001 included in Pioneer's Annual Report
on Form 10-K for the year ended December 31, 2002 and incorporated by reference
in this Registration Statement, have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report, which is incorporated herein by
reference, and have been so incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

                                      II-1
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Delaware General Corporation Law

         Section 145(a) of the General Corporation Law of the State of Delaware
(the "DGCL") provides that a corporation may 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 such person 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 such person in connection with such action, suit or proceeding if
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the corporation and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
such person's conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement or conviction or upon a plea of nolo
contendere or its equivalent shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which such person reasonably
believed to be in or not opposed to the best interests of the corporation and,
with respect to any criminal action or proceeding, had reasonable cause to
believe that such person's conduct was unlawful.

         Section 145(b) of the DGCL states that a corporation may 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 is or was a director, officer, employee or agent of the corporation, or
is 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) actually and reasonably
incurred by the person in connection with the defense or settlement of such
action or suit if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
corporation) and except that no indemnification shall be made in respect of any
claim issue or matter as to which such person shall have been adjudged 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 that the Court of Chancery or such other court shall
deem proper.

         Section 145(c) of the DGCL provides that to the extent that a present
or former director or officer of a corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in
subsections (a) and (b) of Section 145, or in defense of any claim, issue or
matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith.

         Section 145(d) of the DGCL states that any indemnification under
subsections (a) and (b) of Section 145 (unless ordered by a court) shall be made
by the corporation only as authorized in the specific case upon a determination
that indemnification of the present or former director, officer, employee or
agent is proper in the circumstances because such person has met the applicable
standard of conduct set forth in subsections (a) and (b). Such determination
shall be made, with respect to a person who is a director or officer at the time
of such determination, (1) by the board of directors by a majority vote of the
directors who were not parties to such action, suit or proceeding, even though
less than a quorum or (2) by a committee of such directors designated by
majority vote of such directors, even though less than a quorum or (3) if such
quorum is not obtainable or, even if obtainable, a quorum of disinterested
directors so directs by independent legal counsel in a written opinion or (4) by
the stockholders.

         Section 145(e) of the DGCL provides that expenses (including attorneys'
fees) incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it ultimately is determined that such person is
not entitled to be indemnified by the corporation as authorized in Section 145.
Such expenses (including attorneys' fees) incurred

                                      II-2
by former directors and officers or other employees and agents may be so paid
upon such terms and conditions, if any, as the corporation deems appropriate.

         Section 145(f) of the DGCL states that the indemnification and
advancement of expenses provided by, or granted pursuant to, the other
subsections of Section 145 shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses may be entitled
under any bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise, both as to action in such person's official capacity and as to action
in another capacity while holding such office.

         Section 145(g) of the DGCL provides that a corporation shall have the
power to purchase and maintain insurance on behalf of any person who 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 any liability asserted against such person and incurred by such person
in any such capacity, or arising out of such person's status as such, whether or
not the corporation would have the power to indemnify such person against such
liability under the provisions of Section 145.

         Section 145(j) of the DGCL states that the indemnification and
advancement of expenses provided by, or granted pursuant to, 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 the heirs, executors and administrators of such a person.

         Fourth Amended and Restated Certificate of Incorporation

         The Fourth Amended and Restated Certificate of Incorporation of Pioneer
provides that a director of Pioneer shall not be personally liable to Pioneer or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to Pioneer 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 DGCL or (iv) for any transaction from which the
director derived an improper personal benefit.

         Amended and Restated Bylaws

         The Amended and Restated Bylaws of Pioneer provide that Pioneer shall,
to the maximum extent permitted from time to time under the law, indemnify every
person who is or was a party or is or was threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that such
person is or was a director or officer of Pioneer or is or was serving at the
request of Pioneer as a director, officer or fiduciary of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise.

         Expenses incurred by a director or officer of Pioneer in defending a
civil or criminal action, suit or proceeding shall be paid by Pioneer upon
receipt of an undertaking by or on behalf of such director or officer to repay
such amount if it shall ultimately be determined that he is not entitled to be
indemnified by Pioneer as authorized in the Amended and Restated Bylaws. Such
expenses incurred by other employees and agents of Pioneer and other persons
eligible for indemnification under the Amended and Restated Bylaws may be paid
upon such terms and conditions, if any, as the Board of Directors deems
appropriate.

         No amendment, modification or repeal of the indemnification provisions
of the Amended and Restated Bylaws shall in any manner terminate, reduce or
impair the right of any past, present or future director or officer of Pioneer
or other persons eligible for indemnification under the Amended and Restated
Bylaws to be indemnified by Pioneer, nor the obligation of Pioneer to indemnify
any such director or officer of Pioneer and other persons eligible for
indemnification under the Amended and Restated Bylaws under and in accordance
with the provisions of the Amended and Restated Bylaws as in effect immediately
prior to such amendment, modification or repeal with respect to claims arising,
in whole or in part, from a state of facts extant on the date of, or relating to
matters occurring prior to, such amendment, modification or repeal, regardless
of when such claims may arise or be asserted.

                                      II-3
Indemnification Agreements

         Pioneer has entered into Indemnification Agreements with each of its
directors. The Indemnification Agreements provide that Pioneer shall indemnify
the director when the director 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 Pioneer), by reason of the fact that he was a director,
officer, employee or agent of Pioneer, or is or was serving at the request of
Pioneer 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 of Pioneer, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that his
conduct was unlawful.

         In addition, the Indemnification Agreements provide that Pioneer shall
indemnify the director when the director 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 Pioneer to procure a judgment in its favor by reason of the fact
that he is or was a director, officer, employee or agent of Pioneer, or is or
was serving at the request of Pioneer as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise
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 that he reasonably believed to be in or not
opposed to the best interests of Pioneer and except that no indemnification
shall be made in respect of any claim, issue or matter as to which the director
shall have been adjudged to be liable to Pioneer 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, the director is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper. The Indemnification Agreements also
provide certain procedures regarding the right to indemnification and the
advancement of expenses.

         Insurance

         Pioneer has obtained a policy of liability insurance to insure its
officers and directors against losses resulting from certain acts or omissions
committed by them in their capacities as officers and directors of Pioneer.

         The above discussion of Section 145 of the DGCL, Pioneer's Fourth
Amended and Restated Certificate of Incorporation and Amended and Restated
Bylaws and the Indemnification Agreements is not intended to be exhaustive and
is respectively qualified in its entirety by reference to the DGCL, the Fourth
Amended and Restated Certificate of Incorporation and the Amended and Restated
Bylaws of Pioneer and such agreements, each as amended.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS.

     EXHIBIT
     NUMBER         DOCUMENT DESCRIPTION
     -------        --------------------

       4.1     --   Fourth Amended and Restated Certificate of Incorporation of
                    Pioneer (incorporated by reference to Exhibit 3.1 of
                    Pioneer's Annual Report on Form 10-K for the year ended
                    December 31, 2001, File No. 001-9859).

       4.2    --    Amended and Restated Bylaws of Pioneer (incorporated by
                    reference to Exhibit 3.2 of Pioneer's Annual Report on Form
                    10-K for the year ended December 31, 2001, File No.
                    001-9859).

                                      II-4
4.3    --    Pioneer Companies, Inc. 2001 Employee Stock Option Plan
                    (incorporated by reference to Exhibit 10.1 of Pioneer's
                    Annual Report on Form 10-K for the year ended December 31,
                    2001, File No. 001-9859).

       4.4    --    Specimen Pioneer Companies, Inc. Stock Certificate
                    (incorporated by reference to Exhibit 4.1 of Pioneer's
                    Annual Report on Form 10-K for the year ended December 31,
                    2001, File No. 001-9859).

      *5.1    --    Opinion of Baker Botts L.L.P. as to the legality of
                    securities.

      *23.1   --    Consent of Deloitte & Touche LLP.

      *23.2   --    Consent of Baker Botts L.L.P. (contained in Exhibit 5.1).

      *24.1   --    Powers of Attorney (included on the signature page of the
                    Registration Statement).

-------------------------
*   Filed herewith.

                                      II-5
ITEM 9.  UNDERTAKINGS.

     (a) 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;

              (ii)  To reflect in the prospectus any facts or events arising
                    after the effective date of this Registration Statement (or
                    the most recent post-effective amendment thereof) which,
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in this 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) of the Securities Act if, in the aggregate,
                    the changes in volume and price represent no more than a 20%
                    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 this
                    Registration Statement or any material change to such
                    information in this Registration Statement;

     provided, however, that the undertakings set forth in paragraphs
     (a)(1)(i) and (a)(1)(ii) above do not apply if the information required
     to be included in a post-effective amendment by those paragraphs is
     contained in periodic reports filed by the registrant pursuant to
     Section 13 or Section 15(d) of the Exchange Act that are incorporated
     by reference in this Registration Statement.

         (2)  That, for the purpose of determining any liability under the
              Securities Act, 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.

     (b) The undersigned registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act, each filing of the
         registrant's annual report pursuant to Section 13(a) or Section 15(d)
         of the Exchange Act (and, where applicable, each filing of an employee
         benefit plan's annual report pursuant to Section 15(d) of the Exchange
         Act) 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.

     (c) Insofar as indemnification for liabilities arising under the Securities
         Act may be permitted to directors, officers and controlling persons of
         the registrant pursuant to the foregoing provisions, or otherwise, the
         registrant has been advised that in the opinion of the Commission such
         indemnification is against public policy as expressed in the Act 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

                                      II-6
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 Act and will be governed by the final adjudication of
         such issue.

                                      II-7
SIGNATURES

         Pursuant to the requirements of the Securities Act, the Registrant
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 June 17, 2003.

                                     PIONEER COMPANIES, INC.

                                     By: /s/ MICHAEL Y. MCGOVERN
                                         --------------------------------------
                                         Michael Y. McGovern
                                         President and Chief Executive Officer

                                POWER OF ATTORNEY

         Each person whose signature appears below appoints Michael Y. McGovern,
President and Chief Executive Officer of Pioneer, Gary L. Pittman, Vice
President and Chief Financial Officer of Pioneer, and Kent R. Stephenson, Vice
President, Secretary and General Counsel of Pioneer, and each of them,
severally, as his or her true and lawful attorney or attorneys-in-fact and agent
or agents, each of whom shall be authorized to act with or without the other,
with full power of substitution and resubstitution, for him or her and in his or
her name, place and stead in his capacity as a director or officer or both, as
the case may be, of Pioneer, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and all documents or
instruments necessary or appropriate to enable Pioneer to comply with the
Securities Act, and to file the same with the Commission, with full power and
authority to each of said attorneys-in-fact and agents to do and perform in the
name and on behalf of each such director or officer, or both, as the case may
be, each and every act whatsoever that is necessary, appropriate or advisable in
connection with any or all of the above-described matters and to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them or their substitutes, may
lawfully do or cause to be done by virtue hereof.

         PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED
AND ON JUNE 17, 2003.

           SIGNATURE                                   TITLE
           ---------                                   -----

     /s/ MICHAEL Y. MCGOVERN               President, Chief Executive Officer
------------------------------------       and Director (Principal Executive
      (Michael Y. McGovern)                Officer)

       /s/ GARY L. PITTMAN                 Vice President and Chief Financial
------------------------------------       Officer (Principal Financial Officer)
        (Gary L. Pittman)

       /s/ LYN N. GARLAND                  Vice President and Controller
------------------------------------       (Principal Accounting Officer)
        (Lyn N. Garland)

     /s/ DAVID N. WEINSTEIN                Chairman of the Board of Directors
------------------------------------
       (David N. Weinstein)

       /s/ MARVIN E. LESSER                Director
------------------------------------
        (Marvin E. Lesser)

      /s/ GARY L. ROSENTHAL                Director
------------------------------------
       (Gary L. Rosenthal)

                                      II-8
EXHIBIT INDEX

     EXHIBIT
     NUMBER         DOCUMENT DESCRIPTION
     -------        --------------------

       4.1     --   Fourth Amended and Restated Certificate of Incorporation of
                    Pioneer (incorporated by reference to Exhibit 3.1 of
                    Pioneer's Annual Report on Form 10-K for the year ended
                    December 31, 2001, File No. 001-9859).

       4.2    --    Amended and Restated Bylaws of Pioneer (incorporated by
                    reference to Exhibit 3.2 of Pioneer's Annual Report on Form
                    10-K for the year ended December 31, 2001, File No.
                    001-9859).

       4.3    --    Pioneer Companies, Inc. 2001 Employee Stock Option Plan
                    (incorporated by reference to Exhibit 10.1 of Pioneer's
                    Annual Report on Form 10-K for the year ended December 31,
                    2001, File No. 001-9859).

       4.4    --    Specimen Pioneer Companies, Inc. Stock Certificate
                    (incorporated by reference to Exhibit 4.1 of Pioneer's
                    Annual Report on Form 10-K for the year ended December 31,
                    2001, File No. 001-9859).

      *5.1    --    Opinion of Baker Botts L.L.P. as to the legality of
                    securities.

      *23.1   --    Consent of Deloitte & Touche LLP.

      *23.2   --    Consent of Baker Botts L.L.P. (contained in Exhibit 5.1).

      *24.1   --    Powers of Attorney (included on the signature page of the
                    Registration Statement).

-------------------------
*   Filed herewith.