SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A
                                (Amendment No. 1)

              Annual Report Pursuant to Section 13 or 15 (d) of the
                         Securities Exchange Act of 1934

                   For the fiscal year ended December 31, 2004

                        Commission File Number 33-6658-C

                                Pioneer Railcorp
             -----------------------------------------------------
             (Exact name of Registrant as specified in its charter)

              Iowa                                      37-1191206
   --------------------------------------------------------------------
   (State or other jurisdiction of                  (IRS Employer ID #)
    incorporation or organization)

        1318 S. Johanson Rd..
            Peoria, IL                                      61607
   --------------------------------------------------------------------
      (Address of principal executive offices)            (Zip code)

                  Registrant's telephone number: 309-697-1400

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to 12(g) of the Act:

                    Common Stock, Class A ($.001 par value)
                      Common Stock, Class B (no par value)
                   ---------------------------------------
                                (Title of Class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. YES[X] NO.[ ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the best of the  registrant's  knowledge,  in  definitive  proxy or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [X]

Issuer's revenues for the fiscal year ended December 31, 2004 were $16,775,390

The  aggregate  market  value of  voting  stock  held by  non-affiliates  of the
Registrant on March 21, 2005 was $8,414,742

                                    4,498,482
             ------------------------------------------------------
             (Shares of Common Stock outstanding on March 21, 2005)


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This Amendment is being filed to include Part III, Item 14 which was previously
omitted.

Part III.

Item 14. Principal Accountant Fees and Services

Audit and Non Audit Fees

The following table presents fees for  professional  audit services  rendered by
McGladrey & Pullen,  LLP,  including its affiliate RSM  McGladrey,  Inc. for the
audit of Pioneer  Railcorp's  annual  financial  statements  for the years ended
December  31,  2004 and 2003,  and fees  billed for other  services  rendered by
McGladrey & Pullen, LLP.

                                                 2004                 2003
                                             ----------------------------------
Audit Fees (1)......................          $132,501             $116,896
Audit-Related Fees (2)..............          $ 19,854             $ 18,927
Tax Services(3).....................          $ 63,269             $ 71,456
All Other Fees .....................              None                 None

(1)  Audit fees consist of fees for professional services rendered for the audit
     of  Pioneer  Railcorp's   financial  statements  and  review  of  financial
     statements included in Pioneer Railcorp's quarterly reports.

(2)  Audit-related fees are fees principally for professional  services rendered
     in connection with accounting consultations and additional audit procedures
     related to  corporate  acquisitions,  consultations  and  additional  audit
     procedures   concerning  the  initial  adoption  or  consideration  of  new
     financial accounting and reporting standards,  consultations  regarding SEC
     reporting and disclosure  matters  pertaining to the Company's  annual form
     10-KSB filing.

(3)  Tax service fees consist of compliance fees for the preparation of original
     tax returns as well as tax consulting and planning related fees.

The Audit Committee has pre-approved all of the above services. The Audit
Committee, after consideration of the matter, does not believe the rendering of
these services by McGladrey & Pullen, LLP, to be incompatible with maintaining
McGladrey & Pullen, LLP's independence as our principal accountant.


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<PAGE>


SIGNATURES

In accordance with Section 13 or 15 (d) of the Securities  Exchange Act of 1934,
the  Registrant  has  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

PIONEER RAILCORP
(Registrant)


By:  /s/ Guy L. Brenkman
     ------------------------------------------------------------
     Guy L. Brenkman,
     Chief Executive Officer
     Dated: April 28, 2005

By:  /s/ J. Michael Carr
     ------------------------------------------------------------
     J. Michael Carr, President, Treasurer,
     and Chief Financial Officer
     Dated: April 28, 2005

In accordance  with the  Securities  Exchange Act of 1934,  this report has been
signed below by the  following  persons on behalf of the  Registrant  and in the
capacities and on the dates indicated.


By: /s/ Guy L. Brenkman
    ------------------------------------------------------------
    Guy L. Brenkman, Director
    Dated: April 28, 2005

By: /s/ J. Michael Carr
    ------------------------------------------------------------
    J. Michael Carr, Director
    Dated: April 28, 2005

By: /s/ Clifton T. Lopez
    ------------------------------------------------------------
    Clifton T. Lopez, Director
    Dated: April 28, 2005

By: /s/ John Fulton
    ------------------------------------------------------------
    John Fulton, Director
    Dated: April 28, 2005


By: /s/ Orvel Cox
    -----------------------------------------------------------
    Orvel Cox, Director
    Dated: April 28, 2005


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Exhibit Index:

Exhibit # 31.3 - Certification by the Chief Executive Officer
Exhibit # 31.4 - Certification by the Chief Financial Officer