content: <PAGE>   1
  
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 31, 1997
                                                   Registration No.
                                                   333-__________
  ================================================================================
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                 -----------------
                                      FORM S-8
  
                               REGISTRATION STATEMENT
  
                                       UNDER
  
                             THE SECURITIES ACT OF 1933
  
                                 -----------------
  
                         PIONEER NATURAL RESOURCES COMPANY
               (Exact name of registrant as specified in its charter)
  
           DELAWARE                                           75-2702753
  (State or other jurisdiction of                          (I.R.S. Employer
  incorporation or organization)                          Identification No.)
                   
  
                             1400 WILLIAMS SQUARE WEST
                           5205 NORTH O'CONNOR BOULEVARD
                                IRVING, TEXAS 75039
            (Address of principal executive offices, including zip code)
  
                                 -----------------
  
                         PIONEER NATURAL RESOURCES COMPANY
                       DEFERRED COMPENSATION RETIREMENT PLAN
  
                              (Full title of the plan)
  
                                  MARK L. WITHROW
                             1400 WILLIAMS SQUARE WEST
                           5205 NORTH O'CONNOR BOULEVARD
                                IRVING, TEXAS 75039
                                   (972) 444-9001
              (Name, address and telephone number of agent for service)
  
                                      copy to:
                                 ROBERT L. KIMBALL
                               VINSON & ELKINS L.L.P.
                             3700 TRAMMELL CROW CENTER
                                  2001 ROSS AVENUE
                              DALLAS, TEXAS 75201-2975
                                   (214) 220-7700
  
                          CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  ===================================================================================================================
                                                                                   Proposed
     Title of securities     Amount to be          Proposed maximum           maximum aggregate        Amount of             
      to be registered        registered       offering price per unit (1)    offering price (1)    registration fee 
  -------------------------------------------------------------------------------------------------------------------
   <S>                           <C>                   <C>                        <C>                    <C>
   Interests in the Pioneer
   Natural Resources
   Company Deferred
   Compensation Retirement Plan  (2)                   (3)                        $5,000,000             $1516
  ===================================================================================================================
  </TABLE>
  
  (1)    Estimated solely for purposes of calculating the registration fee in
         accordance with Rule 457(o) under the Securities Act of 1933 (the
         "Securities Act").
  
  (2)    Pursuant to Rule 416(c) under the Securities Act, this Registration
         Statement also registers an indeterminate amount of plan interests.
  
  (3)    Pursuant to Rule 457(h)(2) under the Securities Act, no separate fee is
         required to register plan interests.
  ================================================================================
  <PAGE>   2
                                      PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
  
         The following documents have been filed with the Securities and Exchange
  Commission by Pioneer Natural Resources Company, a Delaware corporation (the
  "Company"), and are incorporated herein by reference and made a part hereof:
  
         (a)    The Company's Registration Statement on Form S-4 (File No. 333-
                26951) filed on June 26, 1997;
  
         (b)    The Company's Quarterly Report on Form 10-Q for the period ended
                June 30, 1997;
  
         (c)    The Company's Current Report on Form 8-K dated August 7, 1997;
  
         (d)    The Company's Current Report on Form 8-K dated October 2, 1997;
  
         (e)    Joint Management Information Circular and Proxy Statement of
                Pioneer and Chauvco filed on October 1, 1997; and
  
         (f)    The description of the Company's Common Stock, $0.01 par value
                per share, contained in Item 1 of the Company's Registration
                Statement on Form 8-A filed pursuant to the Securities Exchange
                Act of 1934 (the "Exchange Act") on August 8, 1997.
  
          All documents subsequently filed by the Company pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-
  effective amendment that indicates that all securities offered have been sold
  or that deregisters all securities then remaining unsold shall also be deemed
  to be incorporated by reference herein and to be a part hereof from the dates
  of filing of such documents.  Any statement contained in a document
  incorporated or deemed to be 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 other subsequently filed
  document which also is or is deemed to be 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.  Upon the written or oral request of any person
  to whom a copy of this Registration Statement has been delivered, the Company
  will provide without charge to such person a copy of any and all documents
  (excluding exhibits thereto unless such exhibits are specifically incorporated
  by reference into such documents) that have been incorporated by reference into
  this Registration Statement but not delivered herewith.  Requests for such
  documents should be addressed to Pioneer Natural Resources Company, 1400
  Williams Square West, 5205 North O'Connor Boulevard, Irving, Texas 75039,
  Attention: Secretary, (972) 444-9001.
  
  ITEM 4. DESCRIPTION OF SECURITIES.
  
         Not applicable.
  
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
         Not applicable.
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
         Article Twelfth of the Restated Certificate of Incorporation of the
  Company provides that the Company shall indemnify its officers and directors to
  the maximum extent allowed by Delaware General Corporation Law. Pursuant to
  Section 145 of the Delaware General Corporation Law, the Company generally has
  the power to indemnify its present and former directors and officers against
  expenses and liabilities incurred by them in connection with any suit to which
  they are, or are threatened to be made, a party by reason of their serving in
  those positions so long as they acted in good faith and in a manner they
  reasonably believed to be in, or not opposed to, the best interests of the
  Company, and with respect to any criminal action, so long as they had no
  reasonable cause to believe their conduct was unlawful.
  
  
  
  
                                       II-1
  <PAGE>   3
         With respect to suits by or in the right of the Company, however,
  indemnification is generally limited to attorney's fees and other expenses and
  is not available if the person is adjudged to be liable to the Company, unless
  the  court determines that indemnification is appropriate.  The statute
  expressly provides that the power to indemnify authorized thereby is not
  exclusive of any rights granted under any bylaw, agreement, vote of
  stockholders or disinterested directors, or otherwise.  The Company also has
  the power to purchase and maintain insurance for its directors and officers.
  Additionally, Article Twelfth of the Restated Certificate of Incorporation
  provides that, in the event that an officer or director files suit against the
  Company seeking indemnification of liabilities or expenses incurred, the burden
  will be on the Company to prove that the indemnification would not be permitted
  under the Delaware General Corporation Law.
  
         The preceding discussion of the Company's Restated Certificate of
  Incorporation and Section 145 of the Delaware General Corporation Law is not
  intended to be exhaustive and is qualified in its entirety by the Company's
  Restated Certificate of Incorporation and Section 145 of the Delaware General
  Corporation Law.
  
         The Company has entered into indemnity agreements with its directors and
  officers.  Pursuant to such agreements, the Company will, to the extent
  permitted by applicable law, indemnify such persons against all expenses,
  judgments, fines and penalties incurred in connection with the defense or
  settlement of any actions brought against them by reason of the fact that they
  were directors or officers of the Company or assumed certain responsibilities
  at the direction of the Company.
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
         Not applicable.
  
  ITEM 8. EXHIBITS.
  
         Unless otherwise indicated below as being incorporated by reference to
  another filing of the Company with the Commission, each of the following
  exhibits is filed herewith:
  
                 4.1   --     Pioneer Natural Resources Company Deferred
                              Compensation Retirement Plan.
  
                 5.1   --     (a) Opinion of Vinson & Elkins L.L.P.
  
                              (b) The Company will submit the Pioneer Natural
                              Resources Company Deferred Compensation Retirement
                              Plan and any amendment thereto to the Internal
                              Revenue Service ("IRS") in a timely manner and will
                              make all changes required by the IRS in order to
                              qualify the plan.
  
                23.1   --     Consent of KPMG Peat Marwick LLP.
  
                23.2   --     Consent of Arthur Andersen LLP.
  
                23.3   --     Consent of Coopers & Lybrand L.L.P.
  
                23.4   --     Consent of Vinson & Elkins L.L.P. (included in
                              Exhibit 5.1)
  
                24.1   --     Powers of Attorney of directors and officers of
                              Pioneer Natural Resources Company (included on page
                              II-4 to this Registration Statement).
  
  ITEM 9. UNDERTAKINGS.
  
          The Company hereby undertakes:
  
                       (1)    to file, during any period in which offers or sales
         are being made, a post-effective amendment to this Registration
         Statement:
  
                       (i)    to include any prospectus required by section
                10(a)(3) of the Securities Act of 1933, as amended (the
                "Securities Act");
  
                       (ii)   to reflect in the prospectus any facts or events
                arising after the effective date of the Registration Statement
                (or the most recent post-effective amendment thereof) which,
                individually or in the aggregate, represent a fundamental change
                in the information set forth in the Registration Statement; and
  
                       (iii)  to include any material information with respect to
                the plan of distribution not previously disclosed in the
                Registration Statement or any material change to such information
                in the Registration Statement; provided, however, that paragraphs
                (1)(i) and (1)(ii) do not apply if the information required to be
                included in a post-effective amendment by those paragraphs is
                contained in periodic reports filed by the
  
  
  
  
  
                                        II-2
  <PAGE>   4
                Company 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 purposes 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.
  
                       (4)    That, for purposes of determining any liability
         under the Securities Act, each filing of the Company's annual report
         pursuant to section 13(a) or 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.
  
                       (5)    Insofar as indemnification for liabilities arising
         under the Securities Act may be permitted to directors, officers and
         controlling persons of the Company pursuant to the foregoing provisions,
         or otherwise, the Company 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 Company of expenses incurred or paid by a director,
         officer or controlling person of the Company 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 Company will, unless in the opinion of its counsel the
         matter has been settled by controlling precedent, submit to a court of
         appropriate jurisdiction the question whether such indemnification by it
         is against public policy as expressed in the Securities Act and will be
         governed by the final adjudication of such issue.
  
  
  
  
  
                                        II-3
  <PAGE>   5
                                     SIGNATURES
  
         Pursuant to the requirements of the Securities Act of 1933, as amended,
  the Company 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 Irving, State of Texas, on the 31st day of
  October, 1997.
  
                              PIONEER NATURAL RESOURCES COMPANY
  
  
                              By:  /s/ Scott D. Sheffield                        
                                  --------------------------                     
                                     Scott D. Sheffield
                              President and Chief Executive Officer
  
         Pursuant to the requirements of the Securities Act, this Registration
  Statement has been signed by the following persons in the capacities and on the
  dates indicated. Each person whose signature appears below hereby authorizes
  and appoints Scott D. Sheffield, Mark L. Withrow and M. Garrett Smith, or any
  of them, as his attorney-in-fact to sign on his behalf individually and in the
  capacity stated below all amendments and post-effective amendments to this
  Registration Statement (including any additional registration statement filed
  pursuant to Rule 462 of the Securities Act with respect to this Registration
  Statement) as that attorney-in-fact may deem necessary or appropriate.
  
  <TABLE>
  <CAPTION>
                      Signature                                      Capacity                         Date
                      ---------                                      --------                         ----
                 <S>                                  <C>                                      <C>         
               /s/ Scott D. Sheffield                 President, Chief Executive Officer and    October 31, 1997
  ------------------------------------------------                   Director                  
                  Scott D. Sheffield                      (Principal Executive Officer)
  
  
               /s/ M. Garrett Smith                    Senior Vice President--Finance and       October 31, 1997
  ------------------------------------------------             Assistant Secretary             
                  M. Garrett Smith                      (Principal Financial Officer and
                                                          Principal Accounting Officer)
  
  
               /s/ I. Jon Brumley                              Chairman of the Board            October 31, 1997
  ------------------------------------------------             
                    I. Jon Brumley
  
  
               /s/ R. Hartwell Gardner                               Director                   October 31, 1997
  ------------------------------------------------             
                 R. Hartwell Gardner
  
  
  
               /s/  John S. Herrington                               Director                   October 31, 1997
  ------------------------------------------------             
                  John S. Herrington
  
  
                /s/ Kenneth A. Hersh                                 Director                   October 31, 1997
  ------------------------------------------------             
                   Kenneth A. Hersh
  
  
               /s/ James L. Houghton                                 Director                   October 31, 1997
  ------------------------------------------------             
                  James L. Houghton
  </TABLE>
  
  
  
  
  
                                        II-4
  <PAGE>   6
  
  <TABLE>
                <S>                                                  <C>                       <C>  
  
                 /s/ Jerry P. Jones                               Director                   October 31, 1997
  ------------------------------------------------             
                    Jerry P. Jones
  
  
                                                                  Director                                         
  ------------------------------------------------
                   T. Boone Pickens
  
  
              /s/ Richard E. Rainwater                            Director                   October 31, 1997
  ------------------------------------------------
                 Richard E. Rainwater
  
  
             /s/ Charles E. Ramsey, Jr.                           Director                   October 31, 1997
  ------------------------------------------------
                Charles E. Ramsey, Jr.
  
  
                /s/ Arthur L. Smith                               Director                   October 31, 1997
  ------------------------------------------------
                   Arthur L. Smith
  
  
                /s/ Philip B. Smith                               Director                   October 31, 1997
  ------------------------------------------------
                   Philip B. Smith
  
  
              /s/ Robert L. Stillwell                             Director                   October 31, 1997
  ------------------------------------------------
                 Robert L. Stillwell
  
  
               /s/ Michael D. Wortley                             Director                   October 31, 1997
  ------------------------------------------------
                  Michael D. Wortley
  
  PIONEER NATURAL RESOURCES COMPANY
  DEFERRED COMPENSATION RETIREMENT PLAN
  
  By: Compensation Committee of the                                                          October 31, 1997
      Board of Directors of Pioneer
      Natural Resources Company
  
  By: /s/ Charles E. Ramsey, Jr.
     ---------------------------------------------
          Charles E. Ramsey, Jr.
          Chairman of Compensation 
          Committee
  </TABLE>
  
  
  
  
  
  
  
                                        II-5
  <PAGE>   7
                                   EXHIBIT INDEX
  
  
  <TABLE>
  <CAPTION>
  Exhibit                            Description of Exhibit
  -------                            ----------------------
         <S>    <C>    <C>
         4.1    --     Pioneer Natural Resources Company Deferred Compensation
                       Retirement Plan.
  
         5.1    --     (a) Opinion of Vinson & Elkins L.L.P.
  
                       (b) The Company will submit the Pioneer Natural Resources
                       Company Deferred Compensation Retirement Plan and any
                       amendment thereto to IRS in a timely manner and will make
                       all changes required by the IRS in order to qualify the
                       plan.
          
         23.1   --     Consent of KPMG Peat Marwick LLP.
  
         23.2   --     Consent of Arthur Andersen LLP.
  
         23.3   --     Consent of Coopers & Lybrand L.L.P.
  
         23.4   --     Consent of Vinson & Elkins L.L.P. (included in 
                       Exhibit 5.1)
  
         24.1   --     Powers of Attorney of directors and officers of Pioneer
                       Natural Resources Company (included on page II-4 to this
                       Registration Statement).
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21757}]
metadata_filer: {"company-data": {"conformed-name": "PIONEER NATURAL RESOURCES CO", "cik": "0001038357", "assigned-sic": "1311", "irs-number": "752702753", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-39153", "film-number": "97705347"}, "business-address": {"street1": "1400 WILLIAMS SQ W", "street2": "5205 N O'CONNOR BLVD", "city": "IRVING", "state": "TX", "zip": "75039", "phone": "9724449001"}, "mail-address": {"street1": "1400 WILLIAMS SQUARE WEST", "street2": "5205 NORTH O'CONNOR BLVD", "city": "IRVING", "state": "TX", "zip": "75039"}}
text: 1
  
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 31, 1997
                                                   Registration No.
                                                   333-__________
  ================================================================================
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                 -----------------
                                      FORM S-8
  
                               REGISTRATION STATEMENT
  
                                       UNDER
  
                             THE SECURITIES ACT OF 1933
  
                                 -----------------
  
                         PIONEER NATURAL RESOURCES COMPANY
               (Exact name of registrant as specified in its charter)
  
           DELAWARE                                           75-2702753
  (State or other jurisdiction of                          (I.R.S. Employer
  incorporation or organization)                          Identification No.)
                   
  
                             1400 WILLIAMS SQUARE WEST
                           5205 NORTH O'CONNOR BOULEVARD
                                IRVING, TEXAS 75039
            (Address of principal executive offices, including zip code)
  
                                 -----------------
  
                         PIONEER NATURAL RESOURCES COMPANY
                       DEFERRED COMPENSATION RETIREMENT PLAN
  
                              (Full title of the plan)
  
                                  MARK L. WITHROW
                             1400 WILLIAMS SQUARE WEST
                           5205 NORTH O'CONNOR BOULEVARD
                                IRVING, TEXAS 75039
                                   (972) 444-9001
              (Name, address and telephone number of agent for service)
  
                                      copy to:
                                 ROBERT L. KIMBALL
                               VINSON & ELKINS L.L.P.
                             3700 TRAMMELL CROW CENTER
                                  2001 ROSS AVENUE
                              DALLAS, TEXAS 75201-2975
                                   (214) 220-7700
  
                          CALCULATION OF REGISTRATION FEE
  ===================================================================================================================
                                                                                   Proposed
     Title of securities     Amount to be          Proposed maximum           maximum aggregate        Amount of             
      to be registered        registered       offering price per unit (1)    offering price (1)    registration fee 
  -------------------------------------------------------------------------------------------------------------------
  Interests in the Pioneer
   Natural Resources
   Company Deferred
   Compensation Retirement Plan  (2)                   (3)                        $5,000,000             $1516
  ===================================================================================================================
  (1)    Estimated solely for purposes of calculating the registration fee in
         accordance with Rule 457(o) under the Securities Act of 1933 (the
         "Securities Act").
  
  (2)    Pursuant to Rule 416(c) under the Securities Act, this Registration
         Statement also registers an indeterminate amount of plan interests.
  
  (3)    Pursuant to Rule 457(h)(2) under the Securities Act, no separate fee is
         required to register plan interests.
  ================================================================================
  2
                                      PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
  
         The following documents have been filed with the Securities and Exchange
  Commission by Pioneer Natural Resources Company, a Delaware corporation (the
  "Company"), and are incorporated herein by reference and made a part hereof:
  
         (a)    The Company's Registration Statement on Form S-4 (File No. 333-
                26951) filed on June 26, 1997;
  
         (b)    The Company's Quarterly Report on Form 10-Q for the period ended
                June 30, 1997;
  
         (c)    The Company's Current Report on Form 8-K dated August 7, 1997;
  
         (d)    The Company's Current Report on Form 8-K dated October 2, 1997;
  
         (e)    Joint Management Information Circular and Proxy Statement of
                Pioneer and Chauvco filed on October 1, 1997; and
  
         (f)    The description of the Company's Common Stock, $0.01 par value
                per share, contained in Item 1 of the Company's Registration
                Statement on Form 8-A filed pursuant to the Securities Exchange
                Act of 1934 (the "Exchange Act") on August 8, 1997.
  
          All documents subsequently filed by the Company pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-
  effective amendment that indicates that all securities offered have been sold
  or that deregisters all securities then remaining unsold shall also be deemed
  to be incorporated by reference herein and to be a part hereof from the dates
  of filing of such documents.  Any statement contained in a document
  incorporated or deemed to be 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 other subsequently filed
  document which also is or is deemed to be 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.  Upon the written or oral request of any person
  to whom a copy of this Registration Statement has been delivered, the Company
  will provide without charge to such person a copy of any and all documents
  (excluding exhibits thereto unless such exhibits are specifically incorporated
  by reference into such documents) that have been incorporated by reference into
  this Registration Statement but not delivered herewith.  Requests for such
  documents should be addressed to Pioneer Natural Resources Company, 1400
  Williams Square West, 5205 North O'Connor Boulevard, Irving, Texas 75039,
  Attention: Secretary, (972) 444-9001.
  
  ITEM 4. DESCRIPTION OF SECURITIES.
  
         Not applicable.
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
         Not applicable.
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
         Article Twelfth of the Restated Certificate of Incorporation of the
  Company provides that the Company shall indemnify its officers and directors to
  the maximum extent allowed by Delaware General Corporation Law. Pursuant to
  Section 145 of the Delaware General Corporation Law, the Company generally has
  the power to indemnify its present and former directors and officers against
  expenses and liabilities incurred by them in connection with any suit to which
  they are, or are threatened to be made, a party by reason of their serving in
  those positions so long as they acted in good faith and in a manner they
  reasonably believed to be in, or not opposed to, the best interests of the
  Company, and with respect to any criminal action, so long as they had no
  reasonable cause to believe their conduct was unlawful.
  
                                       II-1
  3
         With respect to suits by or in the right of the Company, however,
  indemnification is generally limited to attorney's fees and other expenses and
  is not available if the person is adjudged to be liable to the Company, unless
  the  court determines that indemnification is appropriate.  The statute
  expressly provides that the power to indemnify authorized thereby is not
  exclusive of any rights granted under any bylaw, agreement, vote of
  stockholders or disinterested directors, or otherwise.  The Company also has
  the power to purchase and maintain insurance for its directors and officers.
  Additionally, Article Twelfth of the Restated Certificate of Incorporation
  provides that, in the event that an officer or director files suit against the
  Company seeking indemnification of liabilities or expenses incurred, the burden
  will be on the Company to prove that the indemnification would not be permitted
  under the Delaware General Corporation Law.
  
         The preceding discussion of the Company's Restated Certificate of
  Incorporation and Section 145 of the Delaware General Corporation Law is not
  intended to be exhaustive and is qualified in its entirety by the Company's
  Restated Certificate of Incorporation and Section 145 of the Delaware General
  Corporation Law.
  
         The Company has entered into indemnity agreements with its directors and
  officers.  Pursuant to such agreements, the Company will, to the extent
  permitted by applicable law, indemnify such persons against all expenses,
  judgments, fines and penalties incurred in connection with the defense or
  settlement of any actions brought against them by reason of the fact that they
  were directors or officers of the Company or assumed certain responsibilities
  at the direction of the Company.
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
         Not applicable.
  
  ITEM 8. EXHIBITS.
  
         Unless otherwise indicated below as being incorporated by reference to
  another filing of the Company with the Commission, each of the following
  exhibits is filed herewith:
  
                 4.1   --     Pioneer Natural Resources Company Deferred
                              Compensation Retirement Plan.
  
                 5.1   --     (a) Opinion of Vinson & Elkins L.L.P.
  
                              (b) The Company will submit the Pioneer Natural
                              Resources Company Deferred Compensation Retirement
                              Plan and any amendment thereto to the Internal
                              Revenue Service ("IRS") in a timely manner and will
                              make all changes required by the IRS in order to
                              qualify the plan.
  
                23.1   --     Consent of KPMG Peat Marwick LLP.
  
                23.2   --     Consent of Arthur Andersen LLP.
  
                23.3   --     Consent of Coopers & Lybrand L.L.P.
  
                23.4   --     Consent of Vinson & Elkins L.L.P. (included in
                              Exhibit 5.1)
  
                24.1   --     Powers of Attorney of directors and officers of
                              Pioneer Natural Resources Company (included on page
                              II-4 to this Registration Statement).
  
  ITEM 9. UNDERTAKINGS.
  
          The Company hereby undertakes:
  
                       (1)    to file, during any period in which offers or sales
         are being made, a post-effective amendment to this Registration
         Statement:
  
                       (i)    to include any prospectus required by section
                10(a)(3) of the Securities Act of 1933, as amended (the
                "Securities Act");
  
                       (ii)   to reflect in the prospectus any facts or events
                arising after the effective date of the Registration Statement
                (or the most recent post-effective amendment thereof) which,
                individually or in the aggregate, represent a fundamental change
                in the information set forth in the Registration Statement; and
  
                       (iii)  to include any material information with respect to
                the plan of distribution not previously disclosed in the
                Registration Statement or any material change to such information
                in the Registration Statement; provided, however, that paragraphs
                (1)(i) and (1)(ii) do not apply if the information required to be
                included in a post-effective amendment by those paragraphs is
                contained in periodic reports filed by the
  
                                        II-2
  4
                Company 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 purposes 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.
  
                       (4)    That, for purposes of determining any liability
         under the Securities Act, each filing of the Company's annual report
         pursuant to section 13(a) or 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.
  
                       (5)    Insofar as indemnification for liabilities arising
         under the Securities Act may be permitted to directors, officers and
         controlling persons of the Company pursuant to the foregoing provisions,
         or otherwise, the Company 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 Company of expenses incurred or paid by a director,
         officer or controlling person of the Company 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 Company will, unless in the opinion of its counsel the
         matter has been settled by controlling precedent, submit to a court of
         appropriate jurisdiction the question whether such indemnification by it
         is against public policy as expressed in the Securities Act and will be
         governed by the final adjudication of such issue.
  
                                        II-3
  5
                                     SIGNATURES
  
         Pursuant to the requirements of the Securities Act of 1933, as amended,
  the Company 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 Irving, State of Texas, on the 31st day of
  October, 1997.
  
                              PIONEER NATURAL RESOURCES COMPANY
  
                              By:  /s/ Scott D. Sheffield                        
                                  --------------------------                     
                                     Scott D. Sheffield
                              President and Chief Executive Officer
  
         Pursuant to the requirements of the Securities Act, this Registration
  Statement has been signed by the following persons in the capacities and on the
  dates indicated. Each person whose signature appears below hereby authorizes
  and appoints Scott D. Sheffield, Mark L. Withrow and M. Garrett Smith, or any
  of them, as his attorney-in-fact to sign on his behalf individually and in the
  capacity stated below all amendments and post-effective amendments to this
  Registration Statement (including any additional registration statement filed
  pursuant to Rule 462 of the Securities Act with respect to this Registration
  Statement) as that attorney-in-fact may deem necessary or appropriate.
  Signature                                      Capacity                         Date
                      ---------                                      --------                         ----
  /s/ Scott D. Sheffield                 President, Chief Executive Officer and    October 31, 1997
  ------------------------------------------------                   Director                  
                  Scott D. Sheffield                      (Principal Executive Officer)
  
               /s/ M. Garrett Smith                    Senior Vice President--Finance and       October 31, 1997
  ------------------------------------------------             Assistant Secretary             
                  M. Garrett Smith                      (Principal Financial Officer and
                                                          Principal Accounting Officer)
  
               /s/ I. Jon Brumley                              Chairman of the Board            October 31, 1997
  ------------------------------------------------             
                    I. Jon Brumley
  
               /s/ R. Hartwell Gardner                               Director                   October 31, 1997
  ------------------------------------------------             
                 R. Hartwell Gardner
  
               /s/  John S. Herrington                               Director                   October 31, 1997
  ------------------------------------------------             
                  John S. Herrington
  
                /s/ Kenneth A. Hersh                                 Director                   October 31, 1997
  ------------------------------------------------             
                   Kenneth A. Hersh
  
               /s/ James L. Houghton                                 Director                   October 31, 1997
  ------------------------------------------------             
                  James L. Houghton
  II-4
  6
  /s/ Jerry P. Jones                               Director                   October 31, 1997
  ------------------------------------------------             
                    Jerry P. Jones
  
                                                                  Director                                         
  ------------------------------------------------
                   T. Boone Pickens
  
              /s/ Richard E. Rainwater                            Director                   October 31, 1997
  ------------------------------------------------
                 Richard E. Rainwater
  
             /s/ Charles E. Ramsey, Jr.                           Director                   October 31, 1997
  ------------------------------------------------
                Charles E. Ramsey, Jr.
  
                /s/ Arthur L. Smith                               Director                   October 31, 1997
  ------------------------------------------------
                   Arthur L. Smith
  
                /s/ Philip B. Smith                               Director                   October 31, 1997
  ------------------------------------------------
                   Philip B. Smith
  
              /s/ Robert L. Stillwell                             Director                   October 31, 1997
  ------------------------------------------------
                 Robert L. Stillwell
  
               /s/ Michael D. Wortley                             Director                   October 31, 1997
  ------------------------------------------------
                  Michael D. Wortley
  
  PIONEER NATURAL RESOURCES COMPANY
  DEFERRED COMPENSATION RETIREMENT PLAN
  
  By: Compensation Committee of the                                                          October 31, 1997
      Board of Directors of Pioneer
      Natural Resources Company
  
  By: /s/ Charles E. Ramsey, Jr.
     ---------------------------------------------
          Charles E. Ramsey, Jr.
          Chairman of Compensation 
          Committee
  II-5
  7
                                   EXHIBIT INDEX
  Exhibit                            Description of Exhibit
  -------                            ----------------------
  4.1    --     Pioneer Natural Resources Company Deferred Compensation
                       Retirement Plan.
  
         5.1    --     (a) Opinion of Vinson & Elkins L.L.P.
  
                       (b) The Company will submit the Pioneer Natural Resources
                       Company Deferred Compensation Retirement Plan and any
                       amendment thereto to IRS in a timely manner and will make
                       all changes required by the IRS in order to qualify the
                       plan.
          
         23.1   --     Consent of KPMG Peat Marwick LLP.
  
         23.2   --     Consent of Arthur Andersen LLP.
  
         23.3   --     Consent of Coopers & Lybrand L.L.P.
  
         23.4   --     Consent of Vinson & Elkins L.L.P. (included in 
                       Exhibit 5.1)
  
         24.1   --     Powers of Attorney of directors and officers of Pioneer
                       Natural Resources Company (included on page II-4 to this
                       Registration Statement).