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 USA, INC.
                             PROFIT SHARING 401(K) 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 aggregate        Amount of
        to be registered            registered         maximum offering    offering price (1)   registration fee
                                                     price per unit (1)
  ---------------------------------------------------------------------------------------------------------------
   <S>                          <C>                        <C>                    <C>                  <C>
   Common Stock, $0.01 par
   value per share . . . . .    400,000 shares(2)          $39.62                  $15,848,000          $4,803
  ---------------------------------------------------------------------------------------------------------------
   Interests in the Pioneer
   Natural Resources
   Company Profit
   Sharing 401(k) Plan . . .           (3)                   (4)                  (4)                  (4)
  ---------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  (1)      Estimated solely for purposes of calculating the registration fee in
           accordance with Rule 457(h) under the Securities Act of 1933 (the
           "Securities Act") and based on the average of the high and low prices
           of the Common Stock reported on The New York Stock Exchange on October
           28, 1997.
  
  (2)      If, as a result of stock splits, stock dividends or similar
           transactions, the number of securities purported to be registered on
           this Registration Statement changes, the provisions of Rule 416 shall
           apply to this Registration Statement, and this Registration Statement
           shall be deemed to cover the additional securities resulting from the
           split of, or the dividend on, the securities covered by this
           Registration Statement.
  
  (3)      Pursuant to Rule 416(c) under the Securities Act, this Registration
           Statement also covers an indeterminate amount of plan interest to be
           offered or sold pursuant to the Pioneer Natural Resources USA, INC.
           Profit Sharing 401(k) Plan.
  
  (4)      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 USA, Inc. 401(k) Plan.
  
           5.1     --  (a)  Opinion of Vinson & Elkins L.L.P.
  
                       (b)  The Company will submit the Pioneer Natural Resources
                            USA, Inc. 401(k) 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 USA, INC. 401(K) PLAN                                      October 31, 1997
  
   By:  The 401(k) Plan Committee of the Board of                                
        Directors of Pioneer Natural Resources Company
  
  
   By:  /s/  LARRY  PAULSEN 
       ----------------------------------------------
       Larry Paulsen
       Chairman of 401(k) Plan Committee
  
  
  </TABLE> 
  
  
                                       II-5
  <PAGE>   7
                                   EXHIBIT INDEX
  
  
  <TABLE>
  <CAPTION>
  Exhibit                           Description of Exhibit
  -------                           ----------------------
  <S>                <C>
  4.1     --       Pioneer Natural Resources USA, Inc. 401(k) Plan.
  
  5.1     --   (a) Opinion of Vinson & Elkins L.L.P.
  
               (b) The Company will submit the Pioneer Natural Resources USA, 
                   Inc. 401(k) 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": 22428}]
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": "333-39249", "film-number": "97705949"}, "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 USA, INC.
                             PROFIT SHARING 401(K) 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 aggregate        Amount of
        to be registered            registered         maximum offering    offering price (1)   registration fee
                                                     price per unit (1)
  ---------------------------------------------------------------------------------------------------------------
  Common Stock, $0.01 par
   value per share . . . . .    400,000 shares(2)          $39.62                  $15,848,000          $4,803
  ---------------------------------------------------------------------------------------------------------------
   Interests in the Pioneer
   Natural Resources
   Company Profit
   Sharing 401(k) Plan . . .           (3)                   (4)                  (4)                  (4)
  ---------------------------------------------------------------------------------------------------------------
  (1)      Estimated solely for purposes of calculating the registration fee in
           accordance with Rule 457(h) under the Securities Act of 1933 (the
           "Securities Act") and based on the average of the high and low prices
           of the Common Stock reported on The New York Stock Exchange on October
           28, 1997.
  
  (2)      If, as a result of stock splits, stock dividends or similar
           transactions, the number of securities purported to be registered on
           this Registration Statement changes, the provisions of Rule 416 shall
           apply to this Registration Statement, and this Registration Statement
           shall be deemed to cover the additional securities resulting from the
           split of, or the dividend on, the securities covered by this
           Registration Statement.
  
  (3)      Pursuant to Rule 416(c) under the Securities Act, this Registration
           Statement also covers an indeterminate amount of plan interest to be
           offered or sold pursuant to the Pioneer Natural Resources USA, INC.
           Profit Sharing 401(k) Plan.
  
  (4)      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 USA, Inc. 401(k) Plan.
  
           5.1     --  (a)  Opinion of Vinson & Elkins L.L.P.
  
                       (b)  The Company will submit the Pioneer Natural Resources
                            USA, Inc. 401(k) 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 USA, INC. 401(K) PLAN                                      October 31, 1997
  
   By:  The 401(k) Plan Committee of the Board of                                
        Directors of Pioneer Natural Resources Company
  
   By:  /s/  LARRY  PAULSEN 
       ----------------------------------------------
       Larry Paulsen
       Chairman of 401(k) Plan Committee
  II-5
  7
                                   EXHIBIT INDEX
  Exhibit                           Description of Exhibit
  -------                           ----------------------
  4.1     --       Pioneer Natural Resources USA, Inc. 401(k) Plan.
  
  5.1     --   (a) Opinion of Vinson & Elkins L.L.P.
  
               (b) The Company will submit the Pioneer Natural Resources USA, 
                   Inc. 401(k) 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).