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 March 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 #)
 ncorporation or organization)

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

                   Registrant's telephone number: 309-697-1400

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 [  ]

                                    4,491,902
             ------------------------------------------------------
             (Shares of Common Stock outstanding on March 31, 2004)


                                       1
<PAGE>

PART I. FINANCIAL INFORMATION

ITEM I. FINANCIAL STATEMENTS


                        PIONEER RAILCORP AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME
                     Quarters Ended March 31, 2004 and 2003
                                    UNAUDITED


                                                            First Quarter
                                                     --------------------------
                                                         2004           2003
                                                     --------------------------

Operating revenue ................................   $ 4,116,121    $ 3,896,652
                                                     --------------------------

Operating expenses
  Maintenance of way .............................       393,238        304,152
  Maintenance of equipment .......................       386,696        355,239
  Transportation expense .........................     1,031,414        855,155
  Administrative expense .........................     1,028,188      1,015,497
  Depreciation  & amortization ...................       552,880        543,551
                                                     --------------------------
                                                       3,392,416      3,073,594
                                                     --------------------------

Operating income .................................       723,705        823,058
                                                     --------------------------

Other income & expense
  Other (income) expense .........................      (275,115)      (199,383)
  Interest expense, equipment ....................        81,361        112,055
  Interest expense, other ........................       120,708        130,937
  Net (gain) loss on sale of fixed assets ........         9,722         (6,155)
                                                     --------------------------
                                                         (63,324)        37,454
                                                     --------------------------

Income before income taxes .......................       787,029        785,604

Provision for income taxes .......................       331,000        330,000
                                                     --------------------------

Income before minority interest in preferred
  stock dividends of consolidated subsidiaries ...   $   456,029    $   455,604

Minority interest in preferred stock dividends of
  consolidated subsidiaries ......................        22,659         22,659
                                                     --------------------------


Net income .......................................   $   433,370    $   432,945
                                                     ==========================

Basic earnings per common share ..................   $      0.10    $      0.10
                                                     ==========================

Diluted earnings per common share ................   $      0.08    $      0.10
                                                     ==========================

Cash dividends per common share ..................   $        --    $        --
                                                     ==========================

See notes to unaudited consolidated financial statements

                                       2
<PAGE>

                        PIONEER RAILCORP AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                      MARCH 31, 2004 and DECEMBER 31, 2003
                                    UNAUDITED
<TABLE>
                                                          March 31,    December 31,
                                                            2004           2003
                                                       ----------------------------
<S>                                                    <C>             <C>
ASSETS
Current Assets
  Cash .............................................   $  1,433,785    $  1,199,016
  Accounts receivable, less allowance
    for doubtful accounts 2004 $38,659; 2003 $38,659      3,815,164       3,924,194
  Inventories ......................................        358,922         352,708
  Prepaid expenses .................................        223,031         274,458
  Income tax refund claims .........................        145,999         201,000
                                                       ----------------------------
        Total current assets .......................      5,976,901       5,951,376

Investments, cash value of life insurance ..........        254,701         246,668

Property and equipment less accumulated
  depreciation 2004 $14,653,262; 2003 $14,171,378 ..     26,017,123      26,495,649

Other assets .......................................          9,539          10,777

Goodwill ...........................................      1,017,430       1,017,430
                                                       ----------------------------
Total assets .......................................   $ 33,275,694    $ 33,721,900
                                                       ============================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
  Current maturities of long-term debt .............   $  2,845,153    $  2,954,637
  Notes payable ....................................         73,540         146,080
  Accounts payable .................................      2,404,066       2,543,568
  Income tax payable ...............................        204,466               0
  Deferred Income taxes ............................         62,000          62,000
  Accrued liabilities ..............................        597,998         836,332
                                                        ---------------------------
        Total current liabilities ..................      6,187,223       6,542,617
                                                        ---------------------------

Long-term debt, net of current maturities ..........      9,027,361       9,638,122
                                                        ---------------------------

Deferred revenue ...................................      1,772,333       1,788,017
                                                        ---------------------------

Deferred income taxes ..............................      6,129,000       6,063,000
                                                        ---------------------------

Minority interest in subsidiaries ..................        737,000         737,000
                                                        ---------------------------

Stockholders' Equity
  Common stock .....................................          4,622           4,615
  In Treasury 2004 130,615 shares; 2003 130,615 ....           (130)           (130)
                                                       ----------------------------
  Outstanding 2004 4,491,902; 2003 4,485,102 .......          4,492           4,485
  Additional paid-in capital .......................      2,029,431       2,015,838
  Retained earnings ................................      7,388,854       6,932,821
                                                       ----------------------------
        Total stockholders' equity .................      9,422,777       8,953,144
                                                       ----------------------------

Total liabilities and stockholders' equity .........   $ 33,275,694    $ 33,721,900
                                                       ============================
</TABLE>
See notes to unaudited consolidated financial statements

                                       3
<PAGE>

                        PIONEER RAILCORP AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     Quarters Ended March 31, 2004 and 2003
                                    UNAUDITED

                                                             First Quarter
                                                      --------------------------
                                                          2004           2003
                                                      --------------------------
Cash Flows From Operating Activities
Net income ........................................   $   433,370   $   432,945
Adjustments to reconcile net income to net cash
provided by operating activities:
  Minority interest in preferred stock dividends of
    consolidated subsidiaries .....................        22,659        22,659
  Depreciation and amortization ...................       552,880       543,551
  Increase in cash value life insurance ...........        (8,033)       (8,033)
  (Gain) loss on sale of property & equipment .....         9,722        (6,155)
  Deferred taxes ..................................        66,000       157,025
  Change in assets and liabilities
    (Increase) decrease accounts receivable .......       109,030        55,165
    (Increase) decrease inventories ...............        (6,214)      (10,939)
    (Increase) decrease prepaid expenses ..........        51,427        45,881
    (Increase) decrease other assets ..............           239      (170,634)
    Increase (decrease) accounts payable ..........      (139,502)     (211,643)
    (Increase) decrease income tax refund claims ..        55,001         4,378
    Increase (decrease) income tax payable ........       204,466       172,725
    Increase (decrease) deferred revenue ..........       (15,684)     (169,216)
    Increase (decrease) accrued liabilities .......      (238,334)       78,804
                                                      --------------------------
        Net cash provided by operating activities .     1,097,027       936,513
                                                      --------------------------

Cash Flows From Investing Activities
  Proceeds from sale of property & equipment ......        64,470        78,536
  Purchase of property & equipment ................      (147,543)     (160,375)
                                                      --------------------------
        Net cash (used in) investing activities ...       (83,073)      (81,839)
                                                      --------------------------

Cash Flows From Financing Activities
  Proceeds from long-term borrowings ..............            --        97,450
  Payments on short-term borrowings ...............       (72,540)      (91,816)
  Payments on long-term borrowings ................      (720,245)     (685,250)
  Purchase of common stock for treasury ...........             0       (30,015)
  Proceeds from warrants exercised ................        13,600             0
                                                      --------------------------
        Net cash (used in) financing activities ...      (779,185)     (709,631)
                                                      --------------------------

Net increase (decrease) in cash ...................       234,769       145,043

Cash, beginning of period .........................     1,199,016     1,148,461
                                                      --------------------------

Cash, end of period ...............................   $ 1,433,785   $ 1,293,504
                                                      ==========================

See notes to unaudited consolidated financial statements

                                       4
<PAGE>

This Form 10-QSB contains certain  "forward-looking"  statements as such term is
defined in The Private Securities  Litigation Reform Act of 1995 and information
relating to the Company  and its  subsidiaries  that are based on the beliefs of
the  Company's  management.  When used in this report,  the words  "anticipate,"
"believe,"  "estimate,"  "expect,"  and "intend" and words or phrases of similar
import, as they relate to the Company or its subsidiaries or Company management,
are intended to identify forward-looking statements. Such statements reflect the
current  risks,   uncertainties  and  assumptions  related  to  certain  factors
including, without limitation, competitive factors, general economic conditions,
customer relations,  relationships with vendors,  the interest rate environment,
governmental  regulation and supervision,  seasonality,  distribution  networks,
product introductions and acceptance,  technological change, changes in industry
practices,  one-time  events  and other  factors  described  herein and in other
filings made by the Company with the Securities and Exchange  Commission.  Based
upon changing conditions, should any one or more of these risks or uncertainties
materialize,  or should  any  underlying  assumptions  prove  incorrect,  actual
results  may  vary  materially  from  those  described  herein  as  anticipated,
believed,  estimated,  expected,  or  intended.  The Company  does not intend to
update these forward-looking statements.

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.

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.

NOTE 4. ACCOUNTING PRONOUNCEMENTS

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, as amended in December 2003, is effective for the Company for the period
ending December 31, 2004,  except for entities  considered to be special purpose
entities,  as to which the effective  date is December 31, 2003. The Company has
not completed its full assessment of the effects of FASB  Interpretation  No. 46
on its financial  statements  and so it is uncertain as to the impact,  however,
the Company does not believe it has any special  purpose  entities to which FASB
Interpretation No. 46, as amended, would apply as of December 31, 2003.

                                       5
<PAGE>

In May 2003, FASB issued  Statement No. 150,  "Accounting for Certain  Financial
Instruments with Characteristics of both Liabilities and Equity".  Statement No.
150 requires  that certain  freestanding  financial  instruments  be reported as
liabilities in the balance sheet. Depending on the type of financial instrument,
it will be  accounted  for at either fair value or the  present  value of future
cash flows  determined  at each balance sheet date with the change in that value
reported  as  interest  expense  in  the  statement  of  income.  Prior  to  the
application of Statement No. 150,  either those financial  instruments  were not
required to be recognized, or if recognized,  were reported in the balance sheet
as equity with changes in the value of those instruments normally not recognized
in net income. The Company believes the adoption of FASB No. 150 will not have a
material impact on the Company's financial position or results of operations.

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>
                                                                                                       First Quarter
                                                                                                 --------------------------
                                                                                                    2004            2003
                                                                                                 --------------------------
<S>                                                                                              <C>            <C>
Revenues from external customers
  Railroad operations ........................................................................   $ 3,346,061    $ 3,006,441
  Equipment leasing operations ...............................................................       766,163        884,975
  Corporate support services .................................................................         3,897          5,236
                                                                                                 --------------------------
        Total revenues from external customers ...............................................   $ 4,116,121    $ 3,896,652
                                                                                                 ==========================

Intersegment revenues
  Railroad operations ........................................................................   $        --    $        --
  Equipment leasing operations ...............................................................        99,000         99,600
  Corporate support services .................................................................     1,388,024      1,406,031
                                                                                                 --------------------------
        Total intersegment revenues ..........................................................   $ 1,487,024      1,505,631
                                                                                                 ==========================

Segment profit
  Railroad operations ........................................................................   $ 1,182,746      1,160,680
  Equipment leasing operations ...............................................................       386,128        500,547
  Corporate support services .................................................................       641,855        667,462
                                                                                                 --------------------------
        Total segment profit .................................................................     2,210,729      2,328,689

Reconciling items
  Intersegment revenues ......................................................................    (1,487,024)    (1,505,631)
  Income taxes ...............................................................................      (331,000)      (330,000)
  Minority interest ..........................................................................       (22,659)       (22,659)
  Other income(expense), net .................................................................        63,324        (37,454)
                                                                                                 -------------------------

        Total consolidated net income ........................................................   $   433,370        432,945
                                                                                                 ==========================
</TABLE>
                                       6
<PAGE>

Note 6. EARNINGS PER COMMON SHARE

Following is information  about the  computation of the earnings per share (EPS)
data for the quarters ended March 31, 2004 and 2003:
<TABLE>
                                                            For the Quarter Ended March 31, 2004
                                                           --------------------------------------
                                                             Income        Shares       Per-Share
                                                           (Numerator)  (Denominator)     Amount
                                                           --------------------------------------
<S>                                                        <C>          <C>             <C>
Basic EPS
  Income available to common stockholders ............      $ 433,370     4,485,775       $0.10
  Effect of Dilutive Securities ......................             --       731,292        (.02)
                                                            -------------------------------------
Diluted EPS
  Income available to common stockholders
    plus assumed conversions .........................      $ 433,370     5,217,067       $0.08
                                                            =====================================


                                                            For the Quarter Ended March 31, 2003
                                                           --------------------------------------
Basic EPS
  Income available to common stockholders ............     $ 432,945      4,504,814       $0.10
  Effect of Dilutive Securities - None ...............            --             --          --
                                                           ------------------------------------

Diluted EPS
  Income available to common stockholders
    plus assumed conversions .........................     $ 432,945      4,504,814       $0.10
                                                           ====================================
</TABLE>

NOTE 7. CRITICAL ACCOUNTING POLICIES

The discussion and analysis of our financial condition and results of operations
are based upon consolidated  financial  statements,  which have been prepared in
accordance with accounting principles generally accepted in the United States of
America.  The  preparation  of these  financial  statements  requires us to make
estimates and judgments that effect our reported assets,  liabilities,  revenues
and expenses,  and our related  disclosure of contingent assets and liabilities.
On an on-going basis, we evaluate our estimates,  including those related to bad
debts,  impairment of long-lived assets (including goodwill),  depreciable lives
for property and equipment,  self-insured  medical  benefits,  deferred revenue,
income taxes,  fair value of financial  instruments and  contingencies for legal
matters.  We base our  estimates on historical  experience  and on various other
assumptions  that are believed to be reasonable  under the  circumstances.  This
forms the basis of judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these  estimates  under  different  assumptions or conditions.  Most  accounting
policies are not considered by management to be critical accounting policies. We
believe the following critical accounting policies and the related judgments and
estimates  significantly  affect the preparation of our  consolidated  financial
statements:  revenue  recognition,  deferred revenue accounting,  accounting for
property  and  equipment  and  goodwill  accounting  (see Note 1 in the Notes to
Consolidated Financial Statements for additional information.)

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 purposes 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)

                                       7
<PAGE>

Summary: First Quarter 2004 Compared to First Quarter 2003

Overview:

The Company operates in two business segments,  railroad operations and railroad
equipment  leasing.  Railroad  operations  are provided by the Company's  wholly
owned short line railroad  subsidiaries.  PRC's rail system is primarily devoted
to carrying  freight.  The railroad  subsidiaries  generate revenue from several
activities,  with the primary source referred to as switching revenue. Switching
revenue is the amount the Company receives for handling and delivering a load of
freight via railcar to and from its online  customers.  The railroad  operations
also generate revenue through repair of foreign  railcars  (railcars owned by an
unrelated entity) used to carry freight on the Company's railroads. In addition,
the  railroad  operations  earn  revenue  from  demurrage,  a charge  to  online
customers  for  holding  a  foreign  railcar  for an  excessive  number of days.
Generally,  demurrage  revenues  will be  partially  offset by  carhire  expense
(charges to the Company's railroad  operations for using a foreign railcar).  In
addition to revenues generated from online customers, the Company also generates
revenue  from the  storage of  private  railcars  (railcars  that are owned by a
non-railroad  company). In addition, the railroad operations generate revenue by
performing contract services,  primarily track construction and maintenance, for
customers and governmental  agencies.  Finally, the Company,  through its wholly
owned railroad  subsidiary  Gettysburg & Northern Railroad Co. generates revenue
from a tourist passenger train in Gettysburg, Pa.

The Company's revenue from its railroad  operations could be affected by several
events.  In most  instances,  several  railroads  take part in the  delivery  of
freight to and from the Company's customers.  Each railroad will set its revenue
requirement for handling the freight. If the total revenue  requirements for all
railroads involved is not competitive with other  transportation  options, it is
likely the freight will not move by rail.  In addition,  the  Company's  current
customers make changes in the origin of their raw materials and  destination for
their finished products that could positively or negatively affect rail traffic.
In  addition,  a  significant  portion  of the  Company's  freight is carried in
railcars  supplied by the  nation's  largest  railroads,  referred to as Class 1
railroads.  The Class 1 railroads  ability to continue to supply  railcars is an
important  factor  in  generating  revenues.  The  Company's  equipment  leasing
operations  own  a  large  railcar  fleet,   which  helps  to  minimize  adverse
consequences from a limited railcar supply. The Company continually searches for
railcars to purchase that will provide its customers with a reliable car supply.

The equipment leasing operations  generate revenue from carhire revenue (charges
non-affiliated  railroads  pay the Company for using its  railcars)  and revenue
from locomotive leases to unaffiliated  entities.  The Company's railcars have a
limited useful life,  generally 40 to 50 years from the year they were built. In
future  years,  as the  Company's  railcars  reach their useful life limit,  the
Company  will need to replace  the  railcars to  maintain  its  current  carhire
revenue levels. Any significant purchase of railcars will require long term debt
financing.  When the Company's  railcars reach the end of their useful life, the
Company  could still use some of the railcars on its own  railroads  for captive
grain loads or generate  income from the scrap value of the  railcars,  which is
currently  about  $3,000  per  car.  Below  is a  chart  illustrating  the  life
expectancy of the Company's railcar fleet as of December 31, 2003:
<TABLE>
                                 Cov. Hop.
Expiration Year      Box Car        Hop         Gondola    Flat    Hopper       Total      % of Fleet
-----------------------------------------------------------------------------------------------------
<S>                  <C>         <C>            <C>        <C>     <C>          <C>        <C>
     2004                31          18          --         --      --            49           3.62%
     2005                42          44           3         12      --           101           7.46%
     2006               103          80           5          1      --           189          13.96%
     2007                 3         156          --         --       2           161          11.89%
     2008                28           5           5         --       2            40           2.95%
     2009                40         154           4         --      --           198          14.62%
     2010                 9           4           5         --      --            18           1.33%
     2011                90          50          --         --       1           141          10.41%
     2012               164          14           4         --       4           186          13.74%
     2013                 6          32           2         --      --            40           2.95%
     2014                20           9           3         --       1            33           2.44%
     2015                10          11          --         --       1            22           1.62%
     2016                20          10           1         --      --            31           2.29%
     2017                 4           6           2         --      --            12           0.89%
     2018                13           4           1         --      --            18           1.33%
     2019                15           2          --         --      --            17           1.26%
     2020                 3           8          --         --      --            11           0.81%
     2021                11           4          46         19       2            82           6.06%
     2023                --           3          --         --      --             3           0.22%
     2024                --           2          --         --      --             2           0.15%
                      ------------------------------------------------------------------------------
                        612         616          81         32      13         1,354         100.00%
                      ==============================================================================
</TABLE>

                                       8
<PAGE>

Nationally  there is a surplus  of  locomotives  for  lease and sale,  which has
caused a  decrease  in lease  rates and a  decrease  in  opportunities  to lease
locomotives as potential customers may choose to purchase locomotives in lieu of
leasing them. The Company's  lease renewals will be subject to market rates that
are currently  lower than the Company is earning.  Historically,  there has been
upturns  and  downturns  in the  locomotive  leasing  industry,  and the Company
believes it is well  positioned to take advantage of the next up turn due to the
size and quality of its locomotive fleet.

The Company also seeks to encourage  development on or near, and utilization of,
the real estate right of way of its operating railroads by potential shippers as
a source of additional revenue and also generates revenue by granting to various
entities,  such  as  utilities,   pipeline  and  communications   companies  and
non-industrial  tenants, the right to occupy its railroad right of way and other
real estate property.

The  Company's  primary  outflow  of cash  pertains  to  employee  wages,  track
materials, repair expenses to railcars and locomotives,  fuel, car hire expense,
liability insurance, health insurance, and debt repayments. The Company uses the
following categories to group expense in the financial statements:

     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 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.

     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,  derailment
     expense, lading and damage claims,  switching services purchased, and joint
     facility expenses with other carriers.

     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.

Financial Results discussion:

The Company's net income in the first quarter 2004 was $433,000 equal to the net
income of the first quarter 2003. Revenue increased in the first quarter 2004 by
$219,000  or 6%,  to  $4,116,000  from  $3,897,000  in the first  quarter  2003.
Operating  expense  increased  in the first  quarter 2004 by $318,000 or 10%, to
$3,392,000 from $3,074,000 in the first quarter 2003. Operating income decreased
in the first  quarter 2004 by $99,000 or 12%, to $724,000  from  $823,000 in the
first quarter 2003.

Revenue increased in the first quarter 2004 by $219,000 or 6% to $4,116,000 from
$3,897,000 in the prior year. The railroad operations generated total revenue of
$3,346,000  in the first  quarter  2004,  an increase  of  $340,000  compared to
revenue  of  $3,006,000  in the first  quarter  2003.  The  railroad  operations
increased revenue primarily from increased switching revenue of $255,000. As the
economy continues to improve, the Company's railroad operations have experienced
a decrease in revenue from the storage of railcars for non-affiliated  companies
as they find  utilization  for their  railcars in an improving  economy.  In the
first  quarter  2004  revenue  from car  storage  decreased  $45,000 to $120,000
compared  to $165,000  in the first  quarter  2003.  The  Company  continues  to
aggressively  market car storage to private car owners.  The  equipment  leasing
operations  generated  total  revenue of $766,000 in the first  quarter  2004, a
decrease of $119,000  compared to  $885,000 in the first  quarter  2003.  In the
first  quarter 2004  revenue  from the  equipment  leasing  operations  included
carhire  revenue of $613,000,  a decrease of $109,000 from $721,000 in the first
quarter 2003, and unaffiliated  lease income of $152,000,  a decrease of $11,000
from  $163,000  in the  first  quarter  2003.  Corporate  services  did not have
significant revenues in either first quarter 2004 or 2003.

                                       9
<PAGE>

Operating  expense  increased  in the first  quarter 2004 by $318,000 or 10%, to
$3,392,000  from  $3,074,000  in the first  quarter  2003.  The  majority of the
increase in operating expense resulted from the Company's  railroad  operations.
The railroad operations  generated operating expenses of $2,162,000 in the first
quarter  2004, a $318,000  increase  (17%) from  $1,844,000 in the first quarter
2003. The primary increase in operating  expenses by the railroads resulted from
increased  maintenance  of  way  expenses  of  $89,000  due to  increased  track
maintenance and from increased  transportation  expenses of $152,000  related to
increased labor and fuel expenses.  The equipment leasing  operations  generated
operating  expenses of $478,000 in the first  quarter  2004,  a $5,000  decrease
(less  than 1%) from  $483,000  in the first  quarter  2003.  Corporate  support
services  generated  operating  expense of $752,000 in the first  quarter 2004 a
$5,000 increase (less than 1%) from $747,000 in the first quarter 2003.

Operating  income  decreased  in the first  quarter  2004 by $99,000 or 12%,  to
$724,000 from $823,000 in 2003. The majority of the decrease in operating income
resulted  from  the  Company's  equipment  leasing   operations.   The  railroad
operations generated operating income of $1,184,000 in the first quarter 2004, a
$22,000  increase (2%) from  $1,162,000 in the first quarter 2003. The equipment
leasing operations  generated  operating income of $288,000 in the first quarter
2004,  a  $114,000  decrease  (28%) from  $402,000  in the first  quarter  2003.
Corporate  support  services  reduced  operating  income  $748,000  in the first
quarter 2004,  compared to reduced operating income in the first quarter 2003 of
$741,000.  These  represents  an  $7,000  decrease  in the  first  quarter  2004
operating income (1%) compared to the first quarter 2003.

2003 Operations by Business Segment

First Quarter 2004 Operations by Business Segment

                            Railroad      Equipment     Corporate
                           Operations      Leasing      Services        Total
                           -----------------------------------------------------

Revenue ...............    $3,346,000    $  766,000    $    4,000     $4,116,000
                           -----------------------------------------------------
Expenses:
  Mow .................    $  375,000    $       --    $   18,000     $  393,000
  Moe .................    $  211,000    $  102,000    $   74,000     $  387,000
  Tran ................    $  967,000    $   36,000    $   28,000     $1,031,000
  Admin ...............    $  397,000    $   14,000    $  617,000     $1,028,000
  Dep/Amort ...........    $  212,000    $  326,000    $   15,000     $  553,000
                           -----------------------------------------------------
Operating Expense .....    $2,162,000    $  478,000    $  752,000     $3,392,000
                           -----------------------------------------------------
Operating Income ......    $1,184,000    $  288,000    $ (748,000)    $  724,000
                           =====================================================

First Quarter 2004-2003 Variances by Business Segment
Increase (decrease)

                              Railroad     Equipment     Corporate
                             Operations     Leasing      Services       Total
                             ---------------------------------------------------
Revenue .................    $ 340,000    $ (119,000)   $  (2,000)    $ 219,000
                             ---------------------------------------------------
Expenses:
  Mow ...................    $  89,000    $       0     $       0     $  89,000
  Moe ...................    $  32,000    $ (14,000)    $  13,000     $  31,000
  Tran ..................    $ 152,000    $  (4,000)    $  29,000     $ 177,000
  Admin .................    $  40,000    $   5,000     $ (33,000)    $  12,000
  Dep/Amort .............    $   5,000    $   8,000     $  (4,000)    $   9,000
                             ---------------------------------------------------
Operating Expense .......    $ 318,000    $  (5,000)    $   5,000     $ 318,000
                             ---------------------------------------------------
Operating Income ........    $  22,000    $(114,000)    $  (7,000)    $ (99,000)
                             ===================================================

Other Income and Expense Income Statement Line Item Discussions:

Interest  expense  decreased  $41,000  in the  first  quarter  2004 to  $202,000
compared to $243,000 in the first quarter 2003.  Interest expense related to the
financing of railroad acquisitions and railroad improvements was $121,000 in the
first quarter  2004, a $10,000  decrease (8%) from $131,000 in the first quarter
2003. The equipment leasing operations interest expense was $81,000 in the first
quarter 2003, a $31,000 decrease (28%) from $112,000 in the first quarter 2003.

In the first quarter  2004,  $275,000 of other income was earned by the Company,
including   $259,000  of  lease  income  generated  by  the  Company's  railroad
operations  from the  granting of  easements  and leases for the use of railroad
right of way property.  In the first quarter 2003,  $199,000 of other income was
earned by the  Company,  including  $196,000 of lease  income  generated  by the
Company's railroad operations.

                                       10
<PAGE>

Net loss on sale of property and  equipment,  primarily  related to railcars was
$10,000 in the first quarter 2004 compared to a net gain on sale of property and
equipment of $6,000 in the first quarter 2003.

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 the purchase of railcars,
new operating  subsidiaries,  and other significant  capital  expenditures.  The
Company has working capital  facilities  totaling  $1,100,000 that are available
for use at the end of the first quarter 2004.  The Company's  credit  agreements
with National City Bank contain various restrictive loan covenants.  As of March
31, 2004, the Company believes it is in compliance with all of these covenants.

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 to obtain 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.

Historically,  the Company has negotiated  reduced  interest rates on several of
its notes  outstanding  with  National  City Bank.  The  ability to  renegotiate
interest rates is limited by the  assessment of prepayment  premiums by National
City Bank in accordance with the terms of the original notes.  Therefore,  it is
not cost effective to renegotiate all notes, and the reduction in interest rates
on renegotiated notes was limited by the prepayment premiums.

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
March 31, 2004, a total of 78,564 warrants originally issued had been exercised,
and the Company realized $157,128 from the exercise of the 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 $2.75,  the trading price on the
date of the grant,  in whole or in part  within 10 years from the date of grant.
As of March 31,  2004,  a total of 150,000  options are  outstanding  under this
plan.

In 1999,  Pioneer  Railcorp's  Board of  Directors  authorized  and approved the
repurchase  of up to one  million  (1,000,000)  shares of the  Company's  common
stock. As of March 31, 2004, a total of 130,615 shares had been repurchased at a
cost of $191,612. 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 capital  requirements and the trading volume of the Company's
stock.

In 2004 the  Company  plans  to make  significant  upgrades  to  existing  track
structure  on  several  of  its  railroad  properties  at an  expected  cost  of
approximately  $1 million.  The anticipated  costs  represent  track  materials,
additional  labor and contractors that will be required to perform the upgrades.
The  Company  plans to  initially  fund a majority  of these  expenditures  with
working capital,  but is also considering  using long term fixed rate financing,
which it believes would be available if requested.

The  Company  has  a  feeder   line   application   on  file  with  the  Surface
Transportation  Board (STB) to acquire the western end of the Toledo  Peoria and
Western Railway (TPW). The Company believes this acquisition would add synergies
to its Keokuk Junction  Railway Co., as the two lines would connect,  giving the
Company's  largest  customer  access to additional  markets via Peoria,  IL. The
Company  anticipates  a decision by the STB in the second  quarter  2004. In the
event the  Company is  successful  in its attempt to acquire the west end of the
TPW,  the  acquisition  price  will be  determined  by the STB.  The  Company is
uncertain as to what the acquisition price will be, but the Company's determined
fair value is $3.3 million.  The Company's primary lender has offered to provide
long term fixed rate financing for this  acquisition.  The Company believes that
the cash it would  generate  from  operating  the west end of the TPW would more
than offset debt requirements of the acquisition.

                                       11
<PAGE>

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  generated net cash from  operating  activities of $1,097,000 in the
first  quarter  2004  compared to $937,000  net cash  generated  from  operating
activities in the first quarter 2003. Net cash from operating  activities in the
first  quarter  2004  was  provided  by  $433,000  of net  income,  $553,000  of
depreciation and amortization,  an increase in deferred income taxes of $66,000,
an  increase  in income  taxes  payable  of  $204,000,  a decrease  in  accounts
receivable  of $109,000,  a decrease in income tax refund  claims of $55,000,  a
decrease in prepaid  expenses of $51,000  and  $34,000  from  changes in various
other operating  assets and liabilities less cash used by a decrease in accounts
payable of $140,000,  a decrease in accrued  liabilities of $238,000 and $30,000
from changes in various other operating assets and liabilities.

The first  quarter  2004  decrease  in  accounts  receivable  is  related to the
collections  of revenue from railroad  operations  billed in the fourth  quarter
2003,  some of which  remained  outstanding  as of March 31, 2004, but which was
collected  subsequently in April 2004. In addition,  $190,000 of the decrease in
accounts  receivable,  and also  $190,000 of the  decrease in accounts  payable,
relates to a state funded  crossing  project  whereby cash was received from the
state and paid to a contractor.  As previously discussed,  several railroads are
usually involved in the process of delivering freight.  The Company collects the
total  revenue  for all  railroads  involved  in the  delivery  of  freight in a
majority  of its  shipments.  The  Company  records its share of the revenue and
records the amount due the other  railroads  as a current  payable.  The amounts
payable to other railroads are settled monthly.  Depending on the mix of freight
handled  by the  Company,  there  could be  significant  variances  in  accounts
receivable and accounts  payable in comparable  periods.  Under normal operating
conditions,  these  changes do not have a material  impact on  liquidity  or the
Company's  ability  to meet its  cash  requirements.  The  decrease  in  accrued
liabilities in the first quarter 2004 resulted from the payment or settlement of
December 31, 2003 accrued expenses.

Cash  flow  used for  investing  activities  primarily  relates  to the  Company
purchasing and capitalizing  approximately  $148,000 of fixed assets and capital
improvements  in the first  quarter  2004 as  compared  to  $160,000 in the same
period  of  2003.  Included  in the 2004  additions  is the  purchase  of a used
locomotive   for  $31,000  and  $43,000  of  track   structure   additions   and
improvements.  Other  capital  expenditures  in the first  quarter  2004 include
approximately $30,000 for railcar and locomotive betterments,  $27,000 for three
vehicles,  and $17,000 for bridge upgrades. All of the capital expenditures were
funded with working capital.

Cash flow from  financing  activities  primarily  related to the  borrowing  and
repayment of debt and certain  treasury  stock and warrant  transactions.  There
were no new  borrowings  in the first  quarter  2004. In the first quarter 2004,
6,800 warrants were exercised generating cash of $13,600.

The Company anticipates  additional cash requirements  approximating $200,000 in
2004 as a result of the reversal of deferred taxes. In future years, the Company
anticipates  additional cash  requirements  totaling $400,000 as a result of the
reversal of deferred taxes.

Item 3. 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.

                                       12
<PAGE>

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.

Item 2. CHANGES IN SECURITIES AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY
        SECURITIES

The  following  table  presents  for the  periods  indicated  a  summary  of the
purchases  made by or on  behalf of  Pioneer  Railcorp  of shares of its  common
stock.
<TABLE>

                                                                          Total              Maximum
                                                                        Number of           Number of
                                                                         Shares               Shares
                                                                        Purchased            that May
                                                                       as Part of             Yet Be
                                    Total                               Publicly            Purchased
                                  Number of          Average            Announced           Under the
                                    Shares       Price Paid per         Plans or             plans or
                                  Purchased           Share             Programs           Programs (1)
-------------------------------------------------------------------------------------------------------
<S>                             <C>              <C>                   <C>                 <C>
January 1 - 31, 2004                 --            $      --                 --               869,385
February 1 - 29, 2004                --                   --                 --               869,385
March 1 - 31, 2004                   --                   --                 --               869,385
                                -----------------------------------------------------------------------
Total                                --            $      --                 --
                                =================================================
<FN>

(1)  Pioneer  Railcorp's  Board of Directors  approved a stock  purchase plan on
     December 14, 1999, for the  repurchase of up to 1,000,000  shares of common
     stock. This repurchase plan has no expiration date.
</FN>
</TABLE>

Item 3. DEFAULTS UPON SENIOR SECURITIES

        There are no defaults upon senior debt securities as of March 31, 2004.

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

        No matters were submitted to a vote of security holders in the first
        quarter 2004.

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 # 32.1 - 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 quarter 2004

                                       13
<PAGE>


                                   SIGNATURES

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

PIONEER RAILCORP
(Registrant)

05/11/04                                                 /s/ Guy L. Brenkman
--------                                                 -----------------------
 DATE                                                    GUY L. BRENKMAN, CEO



05/11/04                                                 /s/ J. Michael Carr
--------                                                 -----------------------
 DATE                                                    J. MICHAEL CARR
                                                         PRESIDENT, TREASURER &
                                                         CHIEF FINANCIAL OFFICER


                                       14