SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                             FORM S-8
     REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                   PIONEER RAILCORP
      (Exact name of registrant as specified in its charter)


     Iowa                                 37-1191206

(State or other jurisdiction of       (IRS Employer 
 incorporation or organization)        Identification No.)

     1318 S. Johanson Road
     Peoria, Illinois           61607

    (Address of principal executive offices)   (zip code)

If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following  box:  [X]

The Registrant hereby amends this registration statement on such
date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment which specifically
states that this registration statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of
1933, or until the registration statement shall become effective on
such date as the Commission acting pursuant to said Section 8(a)
may determine.

           1994 STOCK OPTION PLAN FOR PIONEER RAILCORP
                     (Full title of the plan)

<TABLE>
<CAPTION>
       
          CALCULATION OF REGISTRATION FEE

Title of      Amount to       Proposed    Proposed     Amount of
Class of     Be Registered     Maximum     Maximum     Registration
Securities      (1)           Offering    Aggregate     Fee (2)
to Be                         Price per   Offering      
Registered                    share (2)   Price (2)


<S>              <C>            <C>        <C>           <C>
Common Stock,    836,000        $3.92      $1,633,060.   $563.12
Class "A"
$.001 par value
per Share

</TABLE>


     (1)  The securities to be registered consist of 836,000 shares
reserved for issuance under the 1994 Stock Option Plan for Pioneer
Railcorp, of which  770,000 shares are reserved for issuance to
employees of Pioneer Railcorp; and 66,000 shares are reserved for
issuance to non-employee directors (the "Plan").


     (2)  The Amount of the Registration Fee is calculated pursuant
to Rule 457(h).  accordingly, the maximum price per share of the
common stock offered hereunder and the maximum aggregate offering
price pursuant to the Plan is based on the following shares of
common stock reserved for issuance under the Plan and subject to
options already granted thereunder at the following exercise
prices:


   Number of Shares                     Exercise Price
   of Common Stock                        Per Share
   Reserved for Issuance 

       473,000                              $1.50 
       165,000                               1.65
        44,000                               2.38
        11,000                               2.69
       121,000                               3.56
        22,000                               3.92

 

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

                             PART II

          INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The Registrant hereby incorporates by reference in this
Registration Statement the following documents previously filed by
the Registrant with the Securities & Exchange Commission (the
"Commission"):

The Company's Current Report on Form 8-K dated December 27, 1994, as amended
February 24, 1995 and August 23, 1995.

The Company's Annual Report on Form 10-KSB for the year ended December 31,
1994, as amended August 31, 1995 and September 20, 1995.

The Company's Quarterly Report on Form 10-QSB for the quarter ended March 31,
1995, as amended May 19, 1995, August 31, 1995, September 20, 1995 and
September 22, 1995.

The Company's Current Report on Form 8-K dated June 30, 1995, as amended August
19, 1995.
     
The Company's Quarterly Report on Form 10-QSB for the quarter ended June 30,
1995, as amended August 31, 1995, September 20, 1995, September 22, 1995, and
December 5, 1995.

The Company's Quarterly Report on Form 10-QSB for the quarter ended September
30, 1995.

The Company's Current Report on Form 8-K dated November 22, 1995.

All reports and other documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and
prior to the termination of this offering shall be deemed to be incorporated
by reference in this Prospectus and to be made a part hereof from the date of
filing of such reports and documents.

The Company hereby undertakes to provide, without charge, to each person to
whom a copy of this Prospectus shall have been delivered, upon the written
or oral request of such person, a copy of any or all of the documents referred
to above which have been or may be incorporated in this Prospectus by
reference, other than exhibits to such documents, unless such exhibits shall
have been specifically incorporated by reference into such documents.
Requests for such copies should be directed to Investor Relations Dept.,
Pioneer Railcorp, 1318 S. Johanson Road,Peoria, Illinois 61607,
telephone (309) 697-1400.


Item 4.  Description of Securities.

     The shares available for purchase with the options described
herein (the "Option Shares") are authorized but unissued shares of
the Registrant's Class A Common Stock (which is the only class of
common equity currently outstanding).  The Company's Class A 
Common Stock is registered under the Securities Exchange Act of
1934, and is listed on the Chicago Stock Exchange.

Item 5.  Interests of Named Experts and Counsel.

     Certain matters with respect to the validity of Common Stock
to be offered hereby will be passed on for the Company by Daniel A.
LaKemper, Esq.  Mr. LaKemper, the Secretary and General Counsel of
the Company, is also a shareholder of the Company, and, as of
January 26, 1996, held options to purchase 176,000 shares of Common
Stock.
   
Item 6.  Indemnification of Directors and Officers.

     Article XII of the Company's By-Laws contains provisions,
pursuant to Section 490.851 of the Iowa Business Corporation Act,
authorizing indemnification of reasonable expenses incurred by any
officer, director, employee or agent of the corporation, or any
individual serving at the request of the corporation as an officer,
director, employee or agent of any other entity, who is, was, or is
threatened to be made a party to any legal proceeding (other than
an action by or in the right of the corporation) brought by reason
of the fact that the individual is or was an officer, director,
employee or agent, if (a) the individual acted in good faith; (b)
the individual reasonably believed their conduct was in the best
interest of the corporation, or at least not opposed to the best
interests of the corporation; and (c) in the case of a criminal
proceeding, the individual had no reasonable cause to believe the
conduct was unlawful.

     The By-Law also provides that the corporation may indemnify
any person who was, is, or is threatened to be made a party to an
action by or in the right of the corporation, under the same
conditions, provided the individual is not adjudged liable to the
corporation.

     The Company is also subject to Section 490.852 of the Iowa
Business Corporation Act, which mandates indemnification to "a
director who was wholly successful, on the merits or otherwise, in
the defense of any proceeding to which the director was a party
because the director is or was a director of the corporation,
against reasonable expenses incurred by the director in connection
with the proceeding."

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, or
persons controlling the Registrant pursuant to the foregoing
provisions, the Registrant has been informed that in the opinion of
the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is therefore
unenforceable.

Item 7.  Exemption from Registration Claimed.

     This Registration Statement does not seek to register a
reoffering or resale of restricted securities.

Item 8.  Exhibits.

     (a)  Exhibits.

               The following documents are filed as a part of this
registration statement.

  Exhibit    Description of Exhibit

     1       Articles of Incorporation of Pioneer Railcorp
             (incorporated by reference to Exhibit 1 to the
             Registrant's Registration Statement on Form S-3
             (Reg. No. 33-64909).

     2       Bylaws of the Registrant, as amended.

     3       1994 Stock Option Plan for Pioneer Railcorp.
            
     4       Form of Incentive Stock Option Agreement under the   
             1994 Stock Option Plan for Pioneer Railcorp.

     5       Form of Option Agreement for non-employee Directors 
             under the 1994 Stock Option Plan for Pioneer Railcorp.

     6       Opinion as to Legality.

     7       Consent of Daniel A. LaKemper, Esq.

     8       Consent of McGladrey & Pullen, LLP.

     9       Consent of Pasquale & Bowers.
           

     (b)  Not Applicable.  This is not a qualified pension or
retirement plan under Section 401 of the Internal Revenue Code.

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 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.

          (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; and

          (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 the 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 Securities 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 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 of whether such
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of
such issue.

                            SIGNATURES

Pursuant to the requirements of the Securities Act of 19933, the
registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has
duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized in the County of
Peoria, State of Illinois, on January 29, 1996.


                                    PIONEER RAILCORP
                                    (Registrant)


                             
                               By:/s/ Guy L. Brenkman
                                  Guy L. Brenkman, Chairman and
                                  Chief Executive Officer



     Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the dates indicated.



/s/ J. Michael Carr                /s/ Orvel L. Cox
J. Michael Carr, Director and      Orvel L. Cox, Director 
Chief Financial Officer


Dated: January 29, 1996            Dated: January 29, 1996
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 13495}]
{"company-data": {"conformed-name": "PIONEER RAILCORP", "cik": "0000796374", "assigned-sic": "4011", "irs-number": "37116131", "state-of-incorporation": "IA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-00609", "film-number": "96509705"}, "business-address": {"street1": "1318 S JOHANSON ROAD", "city": "PEORIA", "state": "IL", "zip": "61607", "phone": "3093096971400"}, "mail-address": {"street1": "1318 S JOHANSON RD", "city": "PEORIA", "state": "IL", "zip": "61607"}, "former-company": {"former-conformed-name": "PIONEER RAILROAD CO INC /IA/", "date-changed": "19920331"}}
SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                             FORM S-8
     REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                   PIONEER RAILCORP
      (Exact name of registrant as specified in its charter)

     Iowa                                 37-1191206

(State or other jurisdiction of       (IRS Employer 
 incorporation or organization)        Identification No.)

     1318 S. Johanson Road
     Peoria, Illinois           61607

    (Address of principal executive offices)   (zip code)

If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following  box:  [X]

The Registrant hereby amends this registration statement on such
date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment which specifically
states that this registration statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of
1933, or until the registration statement shall become effective on
such date as the Commission acting pursuant to said Section 8(a)
may determine.

           1994 STOCK OPTION PLAN FOR PIONEER RAILCORP
                     (Full title of the plan)
CALCULATION OF REGISTRATION FEE

Title of      Amount to       Proposed    Proposed     Amount of
Class of     Be Registered     Maximum     Maximum     Registration
Securities      (1)           Offering    Aggregate     Fee (2)
to Be                         Price per   Offering      
Registered                    share (2)   Price (2)
Common Stock,    836,000        $3.92      $1,633,060.   $563.12
Class "A"
$.001 par value
per Share
(1)  The securities to be registered consist of 836,000 shares
reserved for issuance under the 1994 Stock Option Plan for Pioneer
Railcorp, of which  770,000 shares are reserved for issuance to
employees of Pioneer Railcorp; and 66,000 shares are reserved for
issuance to non-employee directors (the "Plan").

     (2)  The Amount of the Registration Fee is calculated pursuant
to Rule 457(h).  accordingly, the maximum price per share of the
common stock offered hereunder and the maximum aggregate offering
price pursuant to the Plan is based on the following shares of
common stock reserved for issuance under the Plan and subject to
options already granted thereunder at the following exercise
prices:

   Number of Shares                     Exercise Price
   of Common Stock                        Per Share
   Reserved for Issuance 

       473,000                              $1.50 
       165,000                               1.65
        44,000                               2.38
        11,000                               2.69
       121,000                               3.56
        22,000                               3.92

 

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

                             PART II

          INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The Registrant hereby incorporates by reference in this
Registration Statement the following documents previously filed by
the Registrant with the Securities & Exchange Commission (the
"Commission"):

The Company's Current Report on Form 8-K dated December 27, 1994, as amended
February 24, 1995 and August 23, 1995.

The Company's Annual Report on Form 10-KSB for the year ended December 31,
1994, as amended August 31, 1995 and September 20, 1995.

The Company's Quarterly Report on Form 10-QSB for the quarter ended March 31,
1995, as amended May 19, 1995, August 31, 1995, September 20, 1995 and
September 22, 1995.

The Company's Current Report on Form 8-K dated June 30, 1995, as amended August
19, 1995.
     
The Company's Quarterly Report on Form 10-QSB for the quarter ended June 30,
1995, as amended August 31, 1995, September 20, 1995, September 22, 1995, and
December 5, 1995.

The Company's Quarterly Report on Form 10-QSB for the quarter ended September
30, 1995.

The Company's Current Report on Form 8-K dated November 22, 1995.

All reports and other documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and
prior to the termination of this offering shall be deemed to be incorporated
by reference in this Prospectus and to be made a part hereof from the date of
filing of such reports and documents.

The Company hereby undertakes to provide, without charge, to each person to
whom a copy of this Prospectus shall have been delivered, upon the written
or oral request of such person, a copy of any or all of the documents referred
to above which have been or may be incorporated in this Prospectus by
reference, other than exhibits to such documents, unless such exhibits shall
have been specifically incorporated by reference into such documents.
Requests for such copies should be directed to Investor Relations Dept.,
Pioneer Railcorp, 1318 S. Johanson Road,Peoria, Illinois 61607,
telephone (309) 697-1400.

Item 4.  Description of Securities.

     The shares available for purchase with the options described
herein (the "Option Shares") are authorized but unissued shares of
the Registrant's Class A Common Stock (which is the only class of
common equity currently outstanding).  The Company's Class A 
Common Stock is registered under the Securities Exchange Act of
1934, and is listed on the Chicago Stock Exchange.

Item 5.  Interests of Named Experts and Counsel.

     Certain matters with respect to the validity of Common Stock
to be offered hereby will be passed on for the Company by Daniel A.
LaKemper, Esq.  Mr. LaKemper, the Secretary and General Counsel of
the Company, is also a shareholder of the Company, and, as of
January 26, 1996, held options to purchase 176,000 shares of Common
Stock.
   
Item 6.  Indemnification of Directors and Officers.

     Article XII of the Company's By-Laws contains provisions,
pursuant to Section 490.851 of the Iowa Business Corporation Act,
authorizing indemnification of reasonable expenses incurred by any
officer, director, employee or agent of the corporation, or any
individual serving at the request of the corporation as an officer,
director, employee or agent of any other entity, who is, was, or is
threatened to be made a party to any legal proceeding (other than
an action by or in the right of the corporation) brought by reason
of the fact that the individual is or was an officer, director,
employee or agent, if (a) the individual acted in good faith; (b)
the individual reasonably believed their conduct was in the best
interest of the corporation, or at least not opposed to the best
interests of the corporation; and (c) in the case of a criminal
proceeding, the individual had no reasonable cause to believe the
conduct was unlawful.

     The By-Law also provides that the corporation may indemnify
any person who was, is, or is threatened to be made a party to an
action by or in the right of the corporation, under the same
conditions, provided the individual is not adjudged liable to the
corporation.

     The Company is also subject to Section 490.852 of the Iowa
Business Corporation Act, which mandates indemnification to "a
director who was wholly successful, on the merits or otherwise, in
the defense of any proceeding to which the director was a party
because the director is or was a director of the corporation,
against reasonable expenses incurred by the director in connection
with the proceeding."

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, or
persons controlling the Registrant pursuant to the foregoing
provisions, the Registrant has been informed that in the opinion of
the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is therefore
unenforceable.

Item 7.  Exemption from Registration Claimed.

     This Registration Statement does not seek to register a
reoffering or resale of restricted securities.

Item 8.  Exhibits.

     (a)  Exhibits.

               The following documents are filed as a part of this
registration statement.

  Exhibit    Description of Exhibit

     1       Articles of Incorporation of Pioneer Railcorp
             (incorporated by reference to Exhibit 1 to the
             Registrant's Registration Statement on Form S-3
             (Reg. No. 33-64909).

     2       Bylaws of the Registrant, as amended.

     3       1994 Stock Option Plan for Pioneer Railcorp.
            
     4       Form of Incentive Stock Option Agreement under the   
             1994 Stock Option Plan for Pioneer Railcorp.

     5       Form of Option Agreement for non-employee Directors 
             under the 1994 Stock Option Plan for Pioneer Railcorp.

     6       Opinion as to Legality.

     7       Consent of Daniel A. LaKemper, Esq.

     8       Consent of McGladrey & Pullen, LLP.

     9       Consent of Pasquale & Bowers.
           

     (b)  Not Applicable.  This is not a qualified pension or
retirement plan under Section 401 of the Internal Revenue Code.

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 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.

          (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; and

          (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 the 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 Securities 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 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 of whether such
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of
such issue.

                            SIGNATURES

Pursuant to the requirements of the Securities Act of 19933, the
registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has
duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized in the County of
Peoria, State of Illinois, on January 29, 1996.

                                    PIONEER RAILCORP
                                    (Registrant)

                             
                               By:/s/ Guy L. Brenkman
                                  Guy L. Brenkman, Chairman and
                                  Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the dates indicated.

/s/ J. Michael Carr                /s/ Orvel L. Cox
J. Michael Carr, Director and      Orvel L. Cox, Director 
Chief Financial Officer

Dated: January 29, 1996            Dated: January 29, 1996