UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


         Date of Report (Date of earliest event reported): April 8, 2005




                        Pioneer Natural Resources Company
             -------------------------------------------------------
             (Exact name of Registrant as specified in its charter)



          Delaware                    1-13245               75-2702753
----------------------------        ------------        ------------------
(State or other jurisdiction        (Commission          (I.R.S. Employer
       of incorporation)            File Number)        Identification No.)



5205 N. O'Connor Blvd., Suite 900, Irving, Texas                   75039
------------------------------------------------                 ----------
    (Address of principal executive offices)                     (Zip Code)


                                 (972) 444-9001
             -----------------------------------------------------
              (Registrant's telephone number, including area code)



                                 Not applicable
          -------------------------------------------------------------
          (Former name or former address, if changed since last report)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

| | Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)
| | Soliciting material  pursuant to  Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)
| | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))
| | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))








                        PIONEER NATURAL RESOURCES COMPANY

                                TABLE OF CONTENTS


                                                                        Page

Item 1.01.  Entry into a Material Definitive Agreement..............      3

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




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                        PIONEER NATURAL RESOURCES COMPANY

Item 1.01.   Entry into a Material Definitive Agreement

     The  Company  previously  announced  the  appointment  of Mark  S.  Berg as
Executive Vice  President,  General Counsel and Secretary.  In that regard,  the
Company has executed  with Mr. Berg a letter dated April 8, 2005,  outlining the
initial terms of his employment.  This letter provides that (i) his initial base
salary will be $330,000 per year; (ii) he will be eligible for an initial annual
target  bonus of 65 percent  of base  salary;  (iii) he will  receive an initial
grant of Company restricted stock of 16,000 shares; (iv) he will be eligible for
an annual grant of restricted  stock based on individual  performance  and share
availability;   (v)  he  will  be  eligible  to  participate  in  the  Company's
retirement,  benefit,  health and relocation plans and perquisites  available to
executive  officers;  and (vi) he will receive a severance agreement in the same
form as other similarly  situated  executive  officers  serving on the Company's
management committee.




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                        PIONEER NATURAL RESOURCES COMPANY

                                S I G N A T U R E

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                               PIONEER NATURAL RESOURCES COMPANY




Date:  April 11, 2005          By:    /s/ Darin G. Holderness
                                    -------------------------------------------
                                    Darin G. Holderness
                                    Vice President and Chief Accounting Officer




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