U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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

                    For the quarter ended September 30, 2003

                        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(g) of the Act:

 Title of each Class                   Name of each exchange on which registered
--------------------------------------------------------------------------------
Common Stock, Class A                         NASDAQ , Chicago Stock Exchange

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 [   ]

Indicate by checkmark whether the Registrant is an accelerated filer (as defined
by Rule 12b-2 of the Exchange Act). YES [   ]  NO [ X ]

                                    4,490,712
           ----------------------------------------------------------
           (Shares of Common Stock outstanding on September 30, 2003)



                                       1
<PAGE>

PART I. FINANCIAL INFORMATION

ITEM I. FINANCIAL STATEMENTS



                        PIONEER RAILCORP AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME
           Quarters and Nine Months Ended September 30, 2003 and 2002
                                    UNAUDITED
<TABLE>

                                                   Three Months          Three Months         Nine Months          Nine Months
                                                       Ended                 Ended                Ended                Ended
                                                 September 30, 2003    September 30, 2002  September 30, 2003  September 30, 2002
                                                 --------------------------------------------------------------------------------
<S>                                              <C>                   <C>                 <C>                 <C>
Operating revenue ...............................   $  3,904,107          $  3,926,202        $ 11,628,112        $ 11,383,264
                                                    --------------------------------------------------------------------------

Operating expenses
   Maintenance of way ...........................        327,502              267,554              947,449             811,967
   Maintenance of equipment .....................        403,380              348,769            1,133,555           1,055,695
   Transportation expense .......................        890,792              826,618            2,475,597           2,162,215
   Administrative expense .......................      1,114,832            1,030,616            3,181,398           3,120,328
   Depreciation  & amortization .................        550,052              500,965            1,639,719           1,517,769
                                                    --------------------------------------------------------------------------
                                                       3,286,558            2,974,522            9,377,718           8,667,974
                                                    --------------------------------------------------------------------------

Operating income ................................        617,549              951,680            2,250,394           2,715,290
                                                    --------------------------------------------------------------------------

Other income & expense
   Other (income) expense .......................        (19,410)             (26,218)            (274,906)           (285,868)
   Interest expense, equipment ..................         90,542              118,128              301,694             355,695
   Interest expense, other ......................        131,799              150,368              394,600             444,943
   Net (gain) loss on sale of fixed assets ......              0               (7,812)                  33              (8,593)
                                                    --------------------------------------------------------------------------
                                                         202,931              234,466              421,421             506,177
                                                    --------------------------------------------------------------------------

Income before income taxes ......................        414,618              717,214            1,828,973           2,209,113

Provision for income taxes ......................        174,000             312,122               768,000             981,122
                                                    --------------------------------------------------------------------------

Income before minority interest in preferred
   stock dividends of consolidated subsidiaries .   $    240,618         $    405,092         $  1,060,973        $  1,227,991

Minority interest in preferred stock dividends of
    consolidated subsidiaries ...................   $     22,659         $     31,308         $     67,977        $     93,924
                                                    --------------------------------------------------------------------------


Net income ......................................   $    217,959         $    373,784         $    992,996        $  1,134,067
                                                    ==========================================================================

Basic earnings per common share .................   $       0.05         $       0.08         $       0.22        $       0.25
                                                    ==========================================================================

Diluted earnings per common share ...............   $       0.05         $       0.08         $       0.22        $       0.25
                                                    ==========================================================================

Cash dividends per common share .................   $       0.05         $       0.03         $       0.05        $       0.03
                                                    ==========================================================================
</TABLE>
See notes to unaudited consolidated financial statements

                                       2
<PAGE>

                        PIONEER RAILCORP AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                    SEPTEMBER 30, 2003 and DECEMBER 31, 2002
                                    UNAUDITED
<TABLE>
                                                        September 30,   December 31,
                                                            2003            2002
                                                        ----------------------------
<S>                                                     <C>            <C>
ASSETS
Current Assets
   Cash .............................................   $  1,355,081    $  1,148,461
   Accounts receivable, less allowance
     for doubtful accounts 2003 $37,376; 2002 $27,481      3,148,460       3,041,573
   Inventories ......................................        354,631         287,763
   Prepaid expenses .................................        375,568         214,606
   Income tax refund claims .........................        333,041         337,419
   Deferred taxes ...................................         12,000          12,000
                                                        ----------------------------
        Total current assets ........................      5,578,781       5,041,822

Investments, cash value of life insurance ...........        238,727         214,627

Property and equipment less accumulated
  depreciation 2003 $13,682,323; 2002 $12,066,096 ...     27,050,260      27,793,573

Other assets ........................................        447,456         161,833

Goodwill ............................................      1,017,430       1,017,430
                                                        ----------------------------
Total assets ........................................   $ 34,332,654    $ 34,229,285
                                                        ============================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
   Current maturities of long-term debt .............   $  2,931,954    $  2,716,801
   Notes payable ....................................        215,997          91,816
   Accounts payable .................................      2,306,096       2,346,751
   Income tax payable ...............................        320,975               0
   Accrued liabilities ..............................        599,060         950,968
                                                        ----------------------------
        Total current liabilities ...................      6,374,082       6,106,336
                                                        ----------------------------

Long-term debt, net of current maturities ...........     10,411,749      11,911,244
                                                        ----------------------------

Deferred revenue ....................................      2,246,985       2,027,811
                                                        ----------------------------

Deferred income taxes ...............................      6,003,025       5,637,000
                                                        ----------------------------

Minority interest in subsidiaries ...................        742,000         751,000
                                                        ----------------------------

Stockholders' Equity
   Common stock .....................................          4,612           4,612
   In Treasury 2003 122,005 shares; 2002 99,005 .....           (122)            (99)
                                                        ----------------------------
   Outstanding 2003 4,490,712; 2002 4,513,512 .......          4,490           4,513
   Additional paid-in capital .......................      2,009,841       2,009,441
   Retained earnings ................................      6,540,482       5,781,940
                                                        ----------------------------
        Total stockholders' equity ..................      8,554,813       7,795,894
                                                        ----------------------------
Total liabilities and stockholders' equity ..........   $ 34,332,654    $ 34,229,285
                                                        ============================
</TABLE>
See notes to unaudited consolidated financial statements

                                       3
<PAGE>


                        PIONEER RAILCORP AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               First Nine Months Ended September 30, 2003 and 2002
                                    UNAUDITED
<TABLE>
                                                                       First Nine Months
                        `                                         --------------------------
                                                                       2003         2002
                                                                  --------------------------
<S>                                                               <C>            <C>
Cash Flows From Operating Activities
Net income ....................................................   $   992,996    $ 1,134,067
Adjustments to reconcile net income to net cash
provided by operating activities:
         Minority interest in preferred stock dividends of
           consolidated subsidiaries ..........................        67,977         93,924
         Depreciation and amortization ........................     1,639,719      1,517,769
         Increase in cash value life insurance ................       (24,100)       (24,220)
         (Gain) loss on sale of property & equipment ..........            33         (8,593)
         Deferred taxes .......................................       366,025              0
Change in assets and liabilities, net of effects from
         acquisition of subsidiaries
         (Increase) decrease accounts receivable ..............      (106,887)       237,229
         (Increase) decrease inventories ......................       (66,868)       (57,432)
         (Increase) decrease prepaid expenses .................      (160,962)       (76,378)
         (Increase) decrease other assets .....................      (288,620)             0
         Increase (decrease) accounts payable .................       (40,655)      (846,241)
         (Increase) decrease income tax refund claims .........         4,378              0
         Increase (decrease) income tax payable ...............       320,975        620,072
         Increase (decrease) deferred revenue .................       219,174        786,034
         Increase (decrease) accrued liabilities ..............      (351,908)       (51,445)
                                                                  --------------------------
         Net cash provided by operating activities ............     2,571,277      3,324,786
                                                                  --------------------------

Cash Flows From Investing Activities
         Proceeds from sale of property & equipment ...........        94,379         38,700
         Purchase of property & equipment .....................      (987,813)    (2,021,830)
                                                                  --------------------------
         Net cash (used in) investing activities ..............      (893,434)    (1,983,130)
                                                                  --------------------------

Cash Flows From Financing Activities

         Proceeds from short-term borrowings ..................       271,339      1,282,254
         Proceeds from long-term borrowings ...................     1,812,082      1,219,770
         Payments on short-term borrowings ....................      (147,158)    (1,219,984)
         Payments on long-term borrowings .....................    (3,096,424)    (1,677,357)
         Repurchase of minority interest ......................        (9,000)       (18,000)
         Purchase of common stock for treasury ................       (32,610)        (1,656)
         Common stock dividend payments .......................      (224,534)      (135,906)
         Proceeds from warrants exercised .....................           400              0
         Preferred stock dividend payments to minority interest       (45,318)       (79,915)
                                                                  --------------------------
         Net cash (used in) financing activities ..............    (1,471,223)      (630,794)
                                                                  --------------------------

Net increase (decrease) in cash ...............................       206,620        710,862

Cash, beginning of period .....................................     1,148,461        976,678
                                                                  --------------------------

Cash, end of period ...........................................   $ 1,355,081    $ 1,687,540
                                                                  ==========================
</TABLE>
See notes to unaudited consolidated financial statements

                                       4
<PAGE>

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
PIONEER RAILCORP AND SUBSIDIARIES

NOTE 1.   STATEMENTS

The  accompanying   Consolidated  Statements  of  Income,  Balance  Sheets,  and
Statements of Cash Flows are unaudited. The interim financial statements reflect
all adjustments (consisting only of normal recurring accruals) which are, in the
opinion of  management,  necessary  for a fair  statement of the results for the
interim  periods   presented.   These  interim  statements  should  be  read  in
conjunction with the latest  financial  statements and notes thereto included in
the Company's  latest Annual  Report on Form 10-KSB and  subsequent  Form 10-QSB
filings.  The  results  of  operations  for the  interim  periods  should not be
considered indicative of results to be expected for the full year.

NOTE 2.   SIGNIFICANT ACCOUNTING POLICIES

The consolidated financial statements include Pioneer Railcorp (Pioneer) and its
wholly-owned  and controlled  subsidiaries  (collectively,  "the Company").  The
Company's  railroad  operations  segment  consists  of  wholly-owned  short line
railroad  subsidiaries  that offer  similar  services and includes the following
wholly-owned  subsidiaries:  West Michigan Railroad Co. (WMI), Michigan Southern
Railroad  Company  (MSO),  Fort Smith Railroad Co. (FSR),  Alabama  Railroad Co.
(ALAB),  Mississippi Central Railroad Co. (MSCI), Alabama & Florida Railway Co.,
Inc. (AF), Decatur Junction Railway Co. (DT),  Vandalia Railroad Company (VRRC),
Keokuk  Junction  Railway Co. (KJRY),  Shawnee  Terminal  Railway Company (STR),
Pioneer  Industrial  Railway Co. (PRY),  The Garden City Western  Railway,  Inc.
(GCW), Indiana Southwestern Railway Co. (ISW), Kendallville Terminal Railway Co.
(KTR), Elkhart & Western Railroad Co. (EWR),  Gettysburg & Northern Railroad Co.
(GET),  Pioneer  Resources,  Inc. (PRI),  Pioneer  Railroad  Equipment Co., Ltd.
(PREL), Pioneer Air, Inc. (PAR), and Pioneer Railroad Services,  Inc. (PRS). The
Company's  equipment  leasing segment leases  railcars,  locomotives,  and other
railroad equipment to affiliated and unaffiliated entities and includes only the
wholly-owned  subsidiary  Pioneer Railroad Equipment Co., Ltd. (PREL). All other
Company  operations  are  classified  as  corporate  and include  the  following
wholly-owned  subsidiaries:  Pioneer  Resources,  Inc. (PRI),  Pioneer Air, Inc.
(PAR), and Pioneer Railroad Services,  Inc. (PRS). All significant  intercompany
balances and transactions have been eliminated in consolidation.

Stock  options and  warrants:  The  Company's  accounting  for stock options and
warrants is in  accordance  with APB Opinion No. 25 and related  interpretations
which  generally  requires  that the  amount of  compensation  cost that must be
recognized,  if any, is the quoted market price of the stock at the  measurement
date,  less the amount  the  grantee is  required  to pay to acquire  the stock.
Alternatively,  SFAS 123 employs  fair value  based  measurement  and  generally
results in the recognition of compensation for all awards of stock to employees.
SFAS 123 does not  require an entity to adopt  those  provisions,  but,  rather,
permits  continued  application  of APB 25. While the Company has elected not to
adopt the fair value  recognition and measurement  provisions of SFAS 123, it is
required to make certain disclosures pursuant to SFAS 123.


                                       5
<PAGE>

Had  compensation  cost for the stock-based  compensation  plans been determined
based on the grant date fair  values of awards  (the  method  described  in FASB
Statement No. 123), reported net income and earnings per common share would have
been reduced to the pro forma amounts shown below.

                                                             Quarter Ended
                                                      --------------------------
                                                             September 30,
                                                          2003           2002
                                                      --------------------------

Net income:
  As reported ....................................    $   217,959    $   373,784
  Deduct:  Stock based compensation expense
    deteremined under fair value based method
    for all awards, net of tax effect ............             --             --
                                                      --------------------------
  Proforma .......................................    $   217,959    $   373,784
                                                      ==========================

  Basic earnings per common share:
    As reported ..................................    $       .05    $       .08
    Proforma .....................................    $       .05    $       .08

  Diluted earnigns per common share:
    As reported ..................................    $       .05    $       .08
    Proforma .....................................    $       .05    $       .08



                                                           Nine Months Ended
                                                      --------------------------
                                                             September 30,
                                                          2003           2002
                                                      --------------------------

Net income:
  As reported ....................................    $   992,996    $ 1,134,067
  Deduct:  Stock based compensation expense
    deteremined under fair value based method
    for all awards, net of tax effect ............             --             --
                                                      --------------------------
  Proforma .......................................    $   992,996    $ 1,134,067
                                                      ==========================

  Basic earnings per common share:
    As reported ..................................    $       .22    $       .25
    Proforma .....................................    $       .22    $       .25

  Diluted earnigns per common share:
    As reported ..................................    $       .22    $       .25
    Proforma .....................................    $       .22    $       .25


NOTE 3. CONTINGENCIES

As of the date of this Form  10-QSB,  management  is not  aware of any  incident
which is likely to  result in a  liability  that  would  materially  affect  the
Company's  consolidated  financial  position  or results of  operation.  Readers
should make reference to Part II, Item 1 of this 10-QSB, regarding contingencies
surrounding a switching  revenue dispute between the Keokuk Junction Railway Co.
and the Burlington  Northern  Santa Fe Railway (BNSF) for revenues  generated by
the Company  between  March 1, 1999 and May 1, 2001 of  approximately  $660,000.
Effective October 15, 2003, the Company executed a settlement agreement with the
BNSF which,  as is more fully  described in Part II, item 1, enabled the Company
to retain the $660,000 revenue previously collected and recorded.

NOTE 4. ACCOUNTING PRONOUNCEMENTS

In August  2001,  the FASB  issued  Statement  No.  143,  "Accounting  for Asset
Retirement  Obligations." FASB No. 143 amends FASB No. 19, "Financial Accounting
and  Reporting  by Oil and Gas  Producing  Companies."  It  addresses  financial
accounting  and  reporting for  obligations  associated  with the  retirement of
tangible,  long-lived  assets and the associated asset retirement  costs, and is
effective for financial  statements issued for fiscal years beginning after June
15,  2002.  The  adoption  of SFAS 143 did not  have a  material  impact  on the
Company's  September  30,  2003  consolidated  financial  statements  and is not
expected  to  have a  material  impact  on  the  Company's  future  consolidated
financial statements.

                                       6
<PAGE>

In January 2003, FASB Interpretation No. 46, "Consolidation of Variable Interest
Entities" (FASB Interpretation No. 46), was issued. It clarifies the application
of Accounting Research Bulletin No. 51, "Consolidated  Financial Statements," to
certain  entities  in which  the  equity  investors  do not  have a  controlling
financial interest or do not have sufficient equity at risk. FASB Interpretation
No. 46 is effective on January 31, 2003, for entities  acquired after such date.
The  effective  date for  entities  acquired  on or before  January  31, 2003 is
December 31, 2003.  The Company has not  completed  its full  assessment  of the
effects of FASB  Interpretation  No. 46, however its adoption is not expected to
have  a  material  impact  upon  the  Company's  future  consolidated  financial
statements.

In May 2003,  the  Financial  Accounting  Standards  Board  issued  Statement of
Financial Accounting Standards (SFAS) No. 150, "Accounting for Certain Financial
Instruments  with  Characteristics  of both  Liabilities  and Equity."  SFAS 150
establishes  standards  for  how  an  issuer  classifies  and  measures  certain
financial  instruments with  characteristics  of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its scope
as a  liability.  SFAS 150 is  effective  for  financial  instruments  issued or
modified  after  May 31,  2003,  and is  effective  July 1,  2003 for all  other
instruments.  The  adoption  of this  statement  did not have any  effect on the
Company's consolidated financial statements.

NOTE 5. SEGMENT INFORMATION

Description of products and services from reportable segments:

Pioneer Railcorp has two reportable segments,  railroad operations and equipment
leasing  operations.  All other  operations are classified as corporate  support
services for purposes of this disclosure.

Measurement of segment profit or loss and segment assets:

The accounting  policies of the segments are the same as those  described in the
summary of significant  accounting policies.  Pioneer Railcorp evaluates segment
profit based on operating income  including  intersegment  revenues,  but before
provision  for income  taxes,  items of other income and  expense,  and minority
interest in preferred stock dividends of consolidated subsidiaries.

Intersegment transactions:

Intersegment   transactions  are  recorded  at  cost  and  are  eliminated  from
consolidated financial results.

Factors management used to identify the reportable segments:

Pioneer  Railcorp's  reportable  segments  consist  of  wholly-owned  short line
railroad  subsidiaries  that offer  similar  services  and a railroad  equipment
subsidiary that leases railcars,  locomotives,  and other railroad  equipment to
affiliated  and  unaffiliated  entities.  The  corporate  operations  consist of
support services provided to the operating segments.
<TABLE>
                                                                                                        Third Quarter
                                                                                                     2003            2002
                                                                                                -----------------------------
<S>                                                                                              <C>             <C>
Revenues from external customers
   Railroad operations .......................................................................   $  3,133,259    $  3,189,891
   Equipment leasing operations ..............................................................        765,024         730,308
   Corporate support services ................................................................          5,824           6,003
                                                                                                 ----------------------------
      Total revenues from external customers .................................................      3,904,107    $  3,926,202
                                                                                                 ============================
Intersegment revenues
   Railroad operations .......................................................................   $          0    $          0
   Equipment leasing operations ..............................................................         99,510          99,600
   Corporate support services ................................................................      1,577,998       1,534,426
                                                                                                 ----------------------------
      Total intersegment revenues ............................................................   $  1,677,508    $  1,634,026
                                                                                                 ============================

Segment profit
   Railroad operations .......................................................................   $  1,189,974    $  1,517,723
   Equipment leasing operations ..............................................................        347,965         315,457
   Corporate support services ................................................................        757,118         752,526
                                                                                                 ----------------------------
      Total segment profit ...................................................................      2,295,057       2,585,706

Reconciling items
    Intersegment revenues ....................................................................     (1,677,508)     (1,634,026)
    Income taxes .............................................................................       (174,000)       (312,122)
    Minority interest ........................................................................        (22,659)        (31,308)
    Other income(expense), net ...............................................................       (202,931)       (234,466)
                                                                                                 ----------------------------

       Total consolidated net income .........................................................   $    217,959    $    373,784
                                                                                                 ============================
</TABLE>
                                       7
<PAGE>
<TABLE>
                                                                                                      First Nine Months
                                                                                                     2003            2002
                                                                                                 ----------------------------
<S>                                                                                              <C>             <C>
Revenues from external customers
   Railroad operations .......................................................................   $  9,229,134    $  9,082,749
   Equipment leasing operations ..............................................................      2,385,223       2,288,665
   Corporate support services ................................................................         13,755          11,850
                                                                                                 ----------------------------
      Total revenues from external customers .................................................   $ 11,628,112    $ 11,383,264
                                                                                                 ============================

Intersegment revenues
   Railroad operations .......................................................................   $          0    $          0
   Equipment leasing operations ..............................................................        298,710         298,800
   Corporate support services ................................................................      4,594,689       4,469,018
                                                                                                 ----------------------------
      Total intersegment revenues ............................................................   $  4,893,399    $  4,767,818
                                                                                                 ============================

Segment profit
   Railroad operations .......................................................................   $  3,712,015    $  4,151,515
   Equipment leasing operations ..............................................................      1,174,808       1,145,171
   Corporate support services ................................................................      2,256,970       2,186,422
                                                                                                 ----------------------------
      Total segment profit ...................................................................      7,143,793       7,483,108

Reconciling items
    Intersegment revenues ....................................................................     (4,893,399)     (4,767,818)
    Income taxes .............................................................................       (768,000)       (981,122)
    Minority interest ........................................................................        (67,977)        (93,924)
    Other income(expense), net ...............................................................       (421,421)       (506,177)
                                                                                                 ----------------------------

       Total consolidated net income .........................................................   $    992,996    $  1,134,067
                                                                                                 ============================
</TABLE>

Note 6. EARNINGS PER COMMON SHARE

Following is  information  about the  computation of the earnings per share(EPS)
data for the quarters ended September 30, 2003 and 2002:
<TABLE>
                                                              For the Quarter Ended September 30, 2003
                                                              -----------------------------------------
                                                                Income          Shares        Per-Share
                                                              (Numerator)    (Denominator)      Amount
                                                              -----------------------------------------
<S>                                                           <C>            <C>              <C>
Basic EPS
Income available to common stockholders ....................   $ 217,959       4,490,647      $   0.05
                                                               =======================================
Effect of dilutive securities

Employee stock options and
   common stock warrants ...................................          --         288,903
                                                               -------------------------
Diluted EPS
Income available to common stockholders
    plus assumed conversions ...............................   $ 217,959       4,779,550      $   0.05
                                                               ========================================


                                                              For the Quarter Ended September 30, 2002
                                                              -----------------------------------------
                                                                Income          Shares        Per-Share
                                                              (Numerator)    (Denominator)      Amount
                                                              -----------------------------------------
Basic EPS
Income available to common stockholders ....................   $ 373,784       4,528,349      $   0.08
                                                               =======================================
Effect of dilutive securities

Employee stock options and
   common stock warrants ...................................          --              --
                                                               -------------------------
Diluted EPS
Income available to common stockholders
    plus assumed conversions ...............................   $ 373,784       4,528,349      $   0.08
                                                               ========================================
</TABLE>
                                       8
<PAGE>

Following is  information  about the  computation of the earnings per share(EPS)
data for the nine months ended September 30, 2003 and 2002:

<TABLE>
                                                            For the Nine Months Ended September 30, 2003
                                                            --------------------------------------------
                                                                Income          Shares        Per-Share
                                                              (Numerator)    (Denominator)      Amount
                                                              -----------------------------------------
<S>                                                           <C>            <C>              <C>
Basic EPS
Income available to common stockholders ....................   $ 992,996       4,496,985      $   0.22
                                                               =======================================
Effect of dilutive securities

Employee stock options and
   common stock warrants ...................................          --              --
                                                               -------------------------
Diluted EPS
Income available to common stockholders
    plus assumed conversions ...............................   $ 992,996       4,496,985      $   0.22
                                                               ========================================


                                                            For the Nine Months Ended September 30, 2003
                                                            --------------------------------------------
                                                                Income          Shares        Per-Share
                                                              (Numerator)    (Denominator)      Amount
                                                              -----------------------------------------
Basic EPS
Income available to common stockholders ....................  $1,134,067       4,528,412      $   0.25
                                                              ========================================
Effect of dilutive securities

Employee stock options and
   common stock warrants ...................................          --              --
                                                               -------------------------
Diluted EPS
Income available to common stockholders
    plus assumed conversions ...............................  $1,134,067       4,528,412      $   0.25
                                                              ========================================
</TABLE>

                                       9
<PAGE>

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
       CONDITION AND RESULTS OF OPERATIONS

This management's  discussion and analysis of financial condition and results of
operations  references  the  Company's  two  operating  segments.  The Company's
railroad  operations  segment  consists  of  wholly-owned  short  line  railroad
subsidiaries  that offer similar  services and the Company's  equipment  leasing
segment leases railcars, locomotives, and other railroad equipment to affiliated
and  unaffiliated  entities.  All other  operations  are classified as corporate
support services for purpose of these discussions.  All information provided for
each  operating  segment is  presented  after  elimination  of all  intersegment
transactions, therefore reflecting its share of consolidated results.

Pioneer Railcorp, an Iowa corporation, is a railroad holding company. As used in
this Form 10-QSB,  unless the context requires otherwise,  the term "Company" or
"PRC" refers to the parent, Pioneer Railcorp and its subsidiaries: West Michigan
Railroad  Co.  (WMI),  Michigan  Southern  Railroad  Company  (MSO),  Fort Smith
Railroad Co. (FSR),  Alabama Railroad Co. (ALAB),  Mississippi  Central Railroad
Co. (MSCI),  Alabama & Florida Railway Co., Inc. (AF),  Decatur Junction Railway
Co. (DT), Vandalia Railroad Company (VRRC),  Keokuk Junction Railway Co. (KJRY),
Shawnee Terminal Railway Company (STR),  Pioneer  Industrial  Railway Co. (PRY),
The Garden City Western Railway,  Inc. (GCW),  Indiana  Southwestern Railway Co.
(ISW),  Kendallville  Terminal Railway Co. (KTR), Elkhart & Western Railroad Co.
(EWR), Gettysburg & Northern Railroad Co. (GET), Pioneer Resources,  Inc. (PRI),
Pioneer  Railroad  Equipment  Co., Ltd.  (PREL),  Pioneer Air, Inc.  (PAR),  and
Pioneer Railroad Services, Inc. (PRS)

Summary: Third Quarter 2003 Compared to Third Quarter 2002

The Company's  net income in the third quarter 2003 was $218,000,  a decrease of
$156,000 from the third  quarter 2002 which had net income of $374,000.  Revenue
decreased by $22,000 or less than 1 % to $3,904,000  from $3,926,000 in the same
period last year.  Operating expense increased by $312,000 or 10%, to $3,287,000
from  $2,975,000  in the same period last year.  Operating  income  decreased by
$334,000,  or 35% to $618,000  from  $952,000 in the same period last year.  The
decrease in  operating  income in the third  quarter 2003 was  primarily  due to
moderate  increases  for all Company  operating  expense  categories  as further
discussed below.

With respect to Company  business  segments,  the  Company's  equipment  leasing
operations had a $33,000  increase in operating  income primarily from increased
utilization of its railcar fleet. The railroad  operations  decreased  operating
income  $328,000 in the quarter from decreased  revenue of $57,000 and increased
operating  expenses  of  $271,000,  as further  discussed  below.  In  addition,
corporate support services decreased  operating income by approximately  $39,000
in the period  primarily  related to an increase in fees for outside legal fees,
and outside auditing and tax services.

Operating Revenue:

Operating revenue  decreased in the third quarter 2003 by $22,000,  or less than
1%, to  $3,904,000  from  $3,926,000  in the same  period  last  year.  Railroad
operations  generate  operating  revenue  for the  Company by  hauling  freight,
performing  railcar  repairs,  storing  railcars,  and performing  miscellaneous
contract services.  The railroad  operations  decreased revenue by approximately
$57,000 in the period  resulting  primarily  from  decreased  freight  revenues.
Included in this decrease is  approximately  a $85,000  decrease  related to the
non-renewal  of a ship or pay  contract  that  guaranteed  a  minimum  amount of
revenue if certain car loading levels were not met by a customer.  This contract
was assumed by the  current  customer  in a purchase  agreement  with the former
customer  and not renewed at their  discretion,  as it served no benefit to them
under their current  shipping  options.  In addition,  a small  customer  ceased
operations  and filed for  bankruptcy in the third quarter 2003 that resulted in
approximately  $60,000 of  decreased  revenues and  write-offs  for prior period
uncollected revenue.  These decreases in revenue by the railroad operations were
offset by  increased  revenues  of $88,000  from  remaining  railroad  operation
customers as well as several new customers. The equipment leasing operations had
a $35,000  increase in revenue in the period  resulting from  increased  revenue
from the  utilization  of its railcar fleet and outside  services  performed for
non-affiliated railroads.


                                       10
<PAGE>

Operating Expenses:

Operating  expenses  increased in the third  quarter 2003 by $312,000 or 10%, to
$3,287,000 from $2,975,000 in the prior year. The railroad operations  increased
operating  expense  by  approximately  $270,000  in the  period  primarily  from
moderate   increases  across  the  board  for  all  Company  operating  expenses
categories  as  further  discussed  below.  The  equipment  leasing   operations
increased  operating  expense  only $3,000 in the period and  Corporate  support
services  increased  operating  expense by  approximately  $39,000 in the period
primarily  related to an increase in fees for  outside  legal fees,  and outside
auditing and tax services.

Maintenance of way and structure  expense (MOW) includes all expenses related to
track  maintenance;  including  payroll,  track materials,  signal  maintenance,
vegetation control,  and bridge  maintenance.  Maintenance of way and structures
expense  (MOW)  increased of $60,000,  or 22%, to $328,000  from $268,000 in the
same  period  last  year,  most  of  which  was  attributable  to  the  railroad
operations.   Most  of  this  increase  relates  to  increased  track  materials
purchased.

Maintenance  of equipment  expense (MOE)  includes  expenses  related to railcar
repair expenses for both foreign and Company owned railcars;  including payroll,
car  repair  parts,  processing  fees  for  Company  owned  railcars,  and  also
maintenance to Company owned  vehicles.  Maintenance of equipment  expense (MOE)
increased  $54,000,  or 16%, to $403,000  from  $349,000 in the same period last
year. The equipment  leasing  operations had a decrease in MOE of  approximately
$10,000  associated with  maintaining the Company's  railcar fleet. The railroad
operations  had  increased  MOE of $50,000 as a result of increased  payroll and
material costs for repairs to foreign rail cars. In addition,  MOE was increased
$14,000 from  corporate  support  services as a result of increased  payroll for
mechanical support services for the Company's equipment and also to unaffiliated
entities who have entered into full service locomotive leases with the Company.

Transportation  expense  (TRAN)  includes  expenses  related  to train  movement
operations  including  payroll,  locomotive  fuel and supplies  expense,  repair
expenses to Company owned  locomotives,  car hire expense (the cost for use of a
non-affiliated railcar), derailment expense, lading and damage claims, switching
services   purchased,   and  joint  facility   expenses  with  other   carriers.
Transportation  expense  (TRAN)  increased  $64,000,  or 8%,  to  $891,000  from
$827,000 in the same period last year.  The railroad  operations  had  increased
TRAN of $53,000.  Included in this increase is approximately  $65,000 related to
derailment  expenses.  Also included in the increase are wages of  approximately
$40,000  for  a  short  term  contract   switching   assignment  that  generated
approximately  $64,000 in revenue in the period.  These  increases  in TRAN were
offset by a significant decrease in carhire expense of approximately  $80,000 as
a result of the  Company's  efforts  to reduce  the cost  associated  with using
non-affiliated  railcars. The equipment leasing operations had a $8,000 increase
in TRAN as a result of increased costs associated with maintaining the Company's
locomotive fleet. In addition,  TRAN was increased $3,000 from corporate support
services.

General &  administration  expense  (ADMIN)  includes  general  manager  payroll
expenses,  legal expenses,  bad debt expense  related to interline  settlements,
liability insurance,  utilities,  postage and freight,  real estate taxes, dues,
licenses and fees, vehicle insurance, freight to move company owned railcars and
locomotives,  health and dental insurance  expense,  audit fees,  printing,  and
corporate   headquarters  support  service  payroll  for  executive  management,
accounting,  operations, marketing, real estate, legal, and other support staff.
General & administration expense (ADMIN) increased $84,000, or 8%, to $1,115,000
from  $1,031,000  in the same  period last year.  The  railroad  operations  had
increased ADMIN of $67,000, of which $30,000 relates to increased legal cost and
the remainder  relates  primarily to increased  liability  insurance  cost.  The
equipment  leasing  operations  decreased ADMIN $17,000 as a result of decreased
expenses related to repositioning  the Company's  railcar and locomotive  fleet.
Corporate  support  services  increased  ADMIN  expense by $34,000 in the period
primarily from  increased fees for outside legal fees, and outside  auditing and
tax services.

Depreciation and amortization  expense  increased  $49,000,  or 10%, to $550,000
from  $501,000 in the same period last year.  The equipment  leasing  operations
increased  depreciation expense approximately $21,000 related to the acquisition
of railcars and  locomotives.  The railroad  operations  increased  depreciation
$30,000,  resulting  primarily from 2002 track  improvements to the Gettysburg &
Northern Railroad Co. Corporate support services decreased depreciation $2,000.


                                       11
<PAGE>

Other Income and Expense Income Statement Line Item Discussion:

In the third quarter 2003, other income and expense  decreased $7,000 to $19,000
of income  compared  to $26,000 of income in the same  period  last year.  Other
income relates primarily to lease income for the use of railroad  property.  The
Company  continues  to place a strong  emphasis on  identifying  and  collecting
revenues from third parties  occupying  Company  property.  In addition to lease
income,  other income and expense includes revenues  generated from scrap sales,
and other miscellaneous non-operating revenues and expenses, primarily generated
by the Company's railroad operations.

Interest expense related to equipment  financing  decreased $27,000,  or 23%, in
the third  quarter 2003 to $91,000  compared to $118,000 in the same period last
year. Other interest  expense,  which primarily  relates to the financing of the
Company's  railroad  operations,  decreased  $18,000,  or 12%, to $132,000  from
$150,000 in the prior year.  These  decreases  are the result of the pay down of
principal on outstanding financing agreements.

In the third  quarter  2003 the Company did not record a gain or loss from fixed
asset dispositions,  compared to a gain on fixed asset dispositions of $8,000 in
the same period last year.

Summary: First Nine Months 2003 Compared to First Nine Months 2002

The Company's net income in the first nine months 2003 was $993,000,  a decrease
of  $141,000  or 12% from the first  nine  months  2003  which had net income of
$1,134,000.  Revenue increased by $245,000 or 2% to $11,628,000 from $11,383,000
in the same period last year.  Operating expense increased by $710,000 or 8%, to
$9,378,000  from  $8,668,000  in the same  period  last year.  Operating  income
decreased by $465,000 or 17% to  $2,250,000  from  $2,715,000 in the same period
last year.

Operating income from the Company's  railroad  operations  decreased $440,000 in
the first nine months  2003.  The  decrease  from the  railroads  is a result of
increased  revenue  of  $146,000  offset  by  increased  operating  expenses  of
$586,000,  primarily  from  increased  maintenance  of way expense and increased
transportation  expense.  The equipment  leasing  operations  had an increase in
operating income of $30,000.  In addition,  corporate support services decreased
operating income by approximately $55,000 in the period resulting primarily from
increased  fees for outside legal fees,  and outside  auditing and tax services,
and a modest increase in health insurance costs.

Operating Revenue:

Operating revenue increased in the first nine months 2003 by $245,000, or 2%, to
$11,628,000 from $11,383,000 in the same period last year.  Railroad  operations
generate  operating  revenue  for the  Company  by hauling  freight,  performing
railcar  repairs,   storing  railcars,  and  performing  miscellaneous  contract
services. The railroad operations increased revenue by approximately $146,000 in
the period resulting  primarily from increased freight  revenues.  The equipment
leasing  operations  had a $97,000  increase in revenue in the period  resulting
from   increased   revenue  from  the   utilization  of  its  railcar  fleet  by
non-affiliated  railroads.  Corporate  support services had a slight increase in
revenue of $2,000 in the period.

Operating Expenses:

Operating expenses  increased in the first nine months 2003 by $710,000,  or 8%,
to  $9,378,000  from  $8,668,000  in the prior  year.  The  railroad  operations
increased  operating  expense by approximately  $586,000 in the period primarily
from increased maintenance of way expense and increased  transportation expense.
The equipment  leasing  operations  increased  operating  expense  approximately
$67,000, primarily from increased maintenance expenses with its locomotive fleet
and also increased  depreciation  expense.  Corporate support services increased
operating  expense  by  approximately  $57,000  in  the  period  primarily  from
increased  fees for outside legal fees,  and outside  auditing and tax services,
and a modest increase in health insurance costs.

Maintenance of way and structure  expense (MOW) includes all expenses related to
track  maintenance;  including  payroll,  track materials,  signal  maintenance,
vegetation control,  and bridge  maintenance.  Maintenance of way and structures
expense (MOW) had increased  $135,000,  or 17%, to $947,000 from $812,000 in the
same period last year,  most of which was  attributable to the purchase of track
materials and labor by the railroad operations.


                                       12
<PAGE>

Maintenance  of equipment  expense (MOE)  includes  expenses  related to railcar
repairs for both foreign and Company  owned  railcars;  including  payroll,  car
repair parts,  processing fees for Company owned railcars,  and also maintenance
to Company owned  vehicles.  Maintenance  of equipment  expense (MOE)  increased
$78,000,  or 7%, to $1,134,000 from $1,056,000 in the same period last year. The
equipment  leasing  operations  had an slight  increase in MOE of  approximately
$1,000  associated with  maintaining the Company's  railcar fleet.  The railroad
operations  had  increased  MOE of $55,000 as a result of increased  payroll and
material  costs for repairs to foreign  rail cars.  In addition,  MOE  increased
$22,000 from  corporate  support  services as a result of increased  payroll for
mechanical support services for the Company's equipment and also to unaffiliated
entities who have entered into full service locomotive leases with the Company.

Transportation  expense  (TRAN)  includes  expenses  related  to train  movement
operations  including  payroll,  locomotive  fuel and supplies  expense,  repair
expenses to Company owned  locomotives,  car hire expense (the cost for use of a
non-affiliated railcar), derailment expense, lading and damage claims, switching
services   purchased,   and  joint  facility   expenses  with  other   carriers.
Transportation  expense (TRAN)  increased  $314,000,  or 15%, to $2,476,000 from
$2,162,000 in the same period last year.  The railroad  operations had increased
TRAN of  $265,000  mostly  related  to  increased  fuel  costs of  approximately
$145,000 and increased  derailment costs of approximately  $74,000.  The Company
has  increased  the  amount  of  track  material  and  labor on  several  of its
properties in an attempt to minimize significant costs related to derailments in
the future.  However, by the very nature of the Company's business,  derailments
will occur from time to time,  and when such  incidents  do occur,  the  Company
makes  great  effort to control  the costs  associated  with these  events.  The
equipment  leasing  operations  had a  $51,000  increase  in TRAN as a result of
increased costs associated with maintaining the Company's  locomotive  fleet. In
addition,  TRAN was decreased $2,000 from corporate  support services  resulting
from reduced usage of the corporate plane.

General &  administration  expense  (ADMIN)  includes  general  manager  payroll
expenses,  legal expenses,  bad debt expense  related to interline  settlements,
liability insurance,  utilities,  postage and freight,  real estate taxes, dues,
licenses and fees, vehicle insurance, freight to move company owned railcars and
locomotives,  health and dental insurance  expense,  audit fees,  printing,  and
corporate   headquarters  support  service  payroll  for  executive  management,
accounting,  operations, marketing, real estate, legal, and other support staff.
General & administration expense (ADMIN) increased $61,000, or 2%, to $3,181,000
from  $3,120,000 in the same period last year.  The railroad  operations  had an
increase of $33,000 in ADMIN  expense in the period  primarily  related to legal
expenses and increased liability insurance premiums,  offset by other deductions
in ADMIN. The equipment  leasing  operations had decreased ADMIN of $28,000 as a
result of decreased  expenses  related to  repositioning  the Company's  railcar
fleet.  Corporate  support  services  increased  ADMIN expense by $56,000 in the
period  resulting  primarily  from  increased  fees for outside legal fees,  and
outside  auditing and tax services,  and a modest  increase in health  insurance
costs.

Depreciation and amortization  expense increased $122,000,  or 8%, to $1,640,000
from $1,518,000 in the same period last year. The equipment  leasing  operations
increased  depreciation expense approximately $43,000 related to the acquisition
of railcars and  locomotives.  The railroad  operations  increased  depreciation
$87,000,  resulting  primarily from 2002 track  improvements to the Gettysburg &
Northern Railroad Co. Corporate support services decreased depreciation $8,000.

Other Income and Expense Income Statement Line Item Discussion:

In the first nine months 2003, other income and expense  decreased  $11,000,  or
4%, to $275,000 of income compared to $286,000 of income in the same period last
year.  Other  income  relates  primarily to lease income for the use of railroad
property.  The Company  continues to place a strong  emphasis on identifying and
collecting  revenues from third parties occupying Company property.  In addition
to lease income, other income and expense includes revenues generated from scrap
sales, and other miscellaneous  non-operating  revenues and expenses,  primarily
generated by the Company's railroad operations.

Interest expense related to equipment  financing  decreased $54,000,  or 15%, in
the first nine months  2003 to $302,000  compared to $356,000 in the same period
last year. Other interest  expense,  which primarily relates to the financing of
the Company's railroad  operations,  decreased $50,000, or 11%, to $395,000 from
$445,000 in the prior year.  These  decreases  are the result of the pay down of
principal on outstanding financing agreements.

In the first nine months 2003 and 2002 the  Company had  insignificant  gains or
losses on fixed asset dispositions.


                                       13
<PAGE>

Impact of New Accounting Pronouncements:

The Company is not aware of any recent accounting  standard issued,  but not yet
required to be adopted by the Company,  that would have a material effect on its
financial position or results of operations. See Note 4 for further discussions.

Liquidity and Capital Resources:

The Company  primarily  uses cash  generated  from  operations  to fund  working
capital  needs and relies on long-term  financing  for  railcars,  new operating
subsidiaries,  and other  significant  capital  expenditures.  The  Company  has
working capital facilities totaling  $1,100,000,  all of which was available for
use at the end of the third quarter 2003.

Long-term  equipment  financing has historically  been readily  available to the
Company for its railcar  acquisition  program.  The Company  believes it will be
able to continue obtaining  long-term equipment financing should the need arise.
The Company's  plans for new debt in the  foreseeable  future is contingent upon
new railroad acquisitions and increased needs and/or opportunities for railcars.

On July 1, 1995, the Company's  stock split and warrant  issuance became payable
to  shareholders.  The 2 for 1 stock split increased the number of shares issued
and  outstanding  from  2,099,142 to  4,198,284.  At the same time  shareholders
became  entitled  to purchase  an  additional  4,198,284  shares  through  stock
warrants  issued by the  Company as  dividends.  One warrant was issued for each
share of common stock held after the split,  entitling  the holder to purchase 1
share of common  stock for $2.00 per share.  The shares  purchased  through  the
exercise of the warrants  must be held for 1 year from date of  purchase.  As of
September  30,  2003,  a total of 68,966  warrants  originally  issued  had been
exercised  to date and the Company  realized  $137,932 on the  exercise of those
warrants.

On June 26,  1996,  the  Company's  shareholders  approved a stock  option  plan
permitting the issuance of 407,000 shares of common stock. Options granted under
the plan are  incentive  based  except for the options  granted to the CEO whose
options are non-qualified. The options became fully vested and exercisable as of
July 1, 2001. The options are exercisable at prices ranging from $2.75 to $3.03,
based  upon the  trading  price on the  date of the  grant,  in whole or in part
within 10 years from the date of grant.  As of  September  30,  2003, a total of
155,000 options are outstanding under this plan.

In 1999,  Pioneer  Railcorp's  Board of  Directors  authorized  and approved the
repurchase  of up to one million  shares  (1,000,000)  of the  Company's  common
stock. As of September 30, 2003, a total of 122,005 shares had been  repurchased
at a cost of  $174,338.  The Company  plans to  continue  buying back its common
stock  but  believes  the  repurchase  will  be on a  more  limited  scope  then
previously anticipated due to the capital requirements and the trading volume of
the Company's stock.

The Company  generally  anticipates  that the outcomes  involving  current legal
proceedings  will not  materially  affect the Company's  consolidated  financial
position or results of operation.

The Company  believes its cash flow from  operations  and its available  working
capital  credit  lines,  will be more than  sufficient to meet  liquidity  needs
through at least the next 12 months.

Balance Sheet and Cash Flow Items:

The  Company's  operating  activities  in the first nine months  2003  generated
positive cash flow of  $2,571,000,  compared to positive cash flow of $3,325,000
in 2002. Net cash from  operating  activities for the first nine months 2003 was
generated from $993,000 of net income,  increased by $1,640,000 of  depreciation
and  amortization,  an increase in deferred  taxes of  $366,000,  an increase in
deferred revenue of $219,000, and an increase in income tax payable of $321,000.
Net cash from  operating  activities  was reduced in the period by a decrease in
accounts payable of $41,000, an increase in accounts  receivable of $107,000,  a
decrease in accrued liabilities of $352,000,  an increase in prepaid expenses of
$161,000 and a decrease in net cash of $307,000  from  changes in various  other
operating assets and liabilities

In  the  first  nine  months  2003,  the  Company   purchased  and   capitalized
approximately  $988,000 of fixed assets and capital improvements,  including the
purchase of 13 used locomotives for $580,000 and approximately $141,000 of track
structure additions and improvements. Other capital expenditures in 2003 include
approximately  $89,000  for  railcar  and  locomotive  betterments,  $39,000 for
utility trucks and a backhoe, $83,000 for bridge upgrades and $56,000 of various
or equipment items. The capital  expenditures  were funded with working capital,
and the  Company  obtained  long term fixed rate  financing  for the  locomotive
purchases.

                                       14
<PAGE>

Item 4. CONTROLS AND PROCEDURES

 As of the end of the period  covered by this report,  the Company  conducted an
evaluation,  under the supervision and with the  participation  of the principal
executive officer and principal financial officer,  of the Company's  disclosure
controls and procedures (as defined in Rules  13a-15(e) and 15d-15(e)  under the
Securities Exchange Act of 1934 (the "Exchange Act")). Based on this evaluation,
the principal  executive officer and principal  financial officer concluded that
the Company's  disclosure  controls and  procedures are effective to ensure that
information  required to be disclosed by the Company in reports that it files or
submits under the Exchange Act is recorded,  processed,  summarized and reported
within the time periods  specified in Securities and Exchange  Commission  rules
and forms.  There was no change in the Company's internal control over financial
reporting  during the Company's most recently  completed fiscal quarter that has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.

PART II.  OTHER INFORMATION

Item 1.   LEGAL PROCEEDINGS

In the course of business, the Company experiences crossing accidents,  employee
injuries,  delinquent and/or disputed accounts, and other incidents,  which give
rise to claims  that may result in  litigation.  Management  vigorously  pursues
settlement and release of such claims, but at any one time, some such incidents,
which could  result in lawsuits by and against the Company,  remain  unresolved.
Management believes it has valid claims for, or good defenses to, these actions.
Management considers such claims to be a routine part of the Company's business.

The Company was involved in litigation surrounding trackage rights with the BNSF
regarding  fees charged  between  March 1999 and May 2001 by the Company for the
BNSF's  access to and usage of a segment of the  Company's  tracks as a means of
gaining access to certain  trackage  owned by the BNSF.  From March 1999 through
May 2001,  the Company  charged the BNSF  railroad  approximately  $660,000  for
access to the Company's  track.  The Company has charged  $435,442 since July 1,
2002,  and by  agreement of the two parties,  those fees were  accounted  for as
deferred  revenue on the balance sheet pending final resolution of the matter. A
settlement agreement was executed effective October 15, 2003. By agreement,  the
Company is not  required to refund any of the  $660,000  previously  recorded as
revenue for services  performed  through May 2001.  With respect to the deferred
revenue of $435,442 collected by the Company,  for services preformed subsequent
to July 1, 2002,  the Company will refund  $289,261 to BNSF and the Company will
recognize the remaining $146,181 as revenue in the fourth quarter 2003. The cash
collected  for the deferred  revenue has been  escrowed and is included in other
assets in the balance sheet.

Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters  were  submitted to a vote of security  holders in the third  quarter
2003.

Item 5.   OTHER INFORMATION

None.

Item 6.   EXHIBITS AND REPORTS ON FORM 8-K

Exhibit 31.1 - Certification by the Chief Executive Officer
Exhibit 31.2 - Certification by the Chief Financial Officer

Exhibit 32   - Certification under 18 U.S.C.  Section 1350, as adopted pursuant
               to Section 906 of the Sarbanes-Oxley Act of 2002

No reports were filed on Form 8-K during the first nine months 2003.


                                       15
<PAGE>

SIGNATURES

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

PIONEER RAILCORP
(Registrant)


    11/10/03                                                 /s/ Guy L. Brenkman
    --------                                                 -------------------
     DATE                                                    GUY L. BRENKMAN
                                                             PRESIDENT & CEO


    11/10/03                                                 /s/ J. Michael Carr
    --------                                                 -------------------
     DATE                                                    J. MICHAEL CARR
                                                             TREASURER & CHIEF
                                                             FINANCIAL OFFICER

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