NOTICE OF ANNUAL MEETING TO BE HELD JUNE 20, 2000

                                PIONEER RAILCORP

                             Peoria, Illinois 61607




To the Stockholders:

The Annual Meeting of Stockholders will be held at Pioneer Railcorp's  Corporate
Office,  1318 S. Johanson Road,  Peoria,  Illinois,  on Tuesday,  June 20, 2000,
commencing at 8:30 a.m. local time, for the purpose of considering and voting on
the following matters as described in the attached Proxy Statement:

-    To elect five directors for a one year term;

-    To  consider  and  act  upon  a  proposal  to  ratify  the  appointment  of
     independent public accountants for 2000;

-    Any other matters that may properly come before the meeting.

Only  stockholders of record at the close of business on April 30, 2000, will be
entitled  to  vote at  this  meeting.  A copy  of the  Company's  Annual  Report
containing  financial  data and a summary of operations for 1999 is being mailed
to the Company's stockholders with this Proxy Statement.

In order that your stock may be  represented  at the meeting in case you are not
personally  present,  please complete,  sign and date the enclosed  proxy/voting
instruction card and return it promptly in the accompanying addressed envelope.

By order of the Board of Directors



/s/ Daniel A. LeKemper
----------------------
Daniel A. LaKemper
Secretary

May 15, 2000


<PAGE>


                                Pioneer Railcorp
                              1318 S. Johanson Road
                             Peoria, Illinois 61607
                                  309-697-1400
                                 Proxy Statement




This Proxy Statement and the accompanying  proxy will be sent to stockholders of
Pioneer  Railcorp on or about May 15, 2000, in connection with the  solicitation
by the  Board of  Directors  of  proxies  to be used at the  Annual  Meeting  of
Stockholders of the Company to be held at Pioneer  Railcorp's  corporate office,
1318 S.  Johanson  Road,  Peoria,  Illinois  61607,  on Tuesday,  June 20, 2000,
commencing  at 8:30 a.m.  local  time.  The  Company's  Annual  Report for 1999,
including financial statements, is also included herein.

The record date for stockholders entitled to vote at the Annual Meeting is April
30, 2000. As of April 30, 2000, the Company had issued and outstanding 4,611,517
shares of common stock, of which 4,611,517 are entitled to one vote per share.

The presence,  in person or by proxy,  of the holders of a majority of the total
number of shares  entitled to vote  constitutes a quorum for the  transaction of
business at the meeting. Assuming that a quorum is present, the affirmative vote
of a majority of the shares of the Company  present in person or  represented by
proxy at the  Meeting,  and  entitled to vote,  is required  for the election of
directors and for the ratification of McGladrey & Pullen, LLP as the independent
auditors of the Company for the fiscal year ending December 31, 2000.

Votes  cast by  proxy  or in  person  at the  meeting  will be  tabulated  by an
appointed  employee of the Company  and will  determine  if a quorum is present.
Abstentions  will be treated as shares that are present and entitled to vote for
purposes of determining the presence of a quorum, but as unvoted for purposes of
determining the approval of any matter submitted to the shareholders for a vote.
If a broker indicates on the proxy that it does not have discretionary authority
as to certain  shares to vote on a particular  matter,  those shares will not be
considered as present and entitled to vote with respect to that matter.

It is the Company's  policy that all proxies,  ballots,  and voting  tabulations
that identify  shareholders will be kept  confidential,  except where disclosure
may be required by applicable  law, where  shareholders  write comments on their
proxy cards, or where disclosure is expressly requested by a shareholder.

The Proxy

Any  person  giving a proxy has the power to revoke it at any time  before it is
voted,  upon written notice to J. Michael Carr,  Chief Financial  Officer of the
Company.

Any proxy cards returned without specification will be voted as to each proposal
in accordance with the  recommendations  of the Board of Directors.  The Company
will bear the costs of solicitation  of proxies.  Following the mailing of proxy
soliciting material, proxies may be solicited by directors, officers and regular
employees of the Company in person or by telephone or fax. The Company will also
reimburse  persons  holding stock for others in their names or in those of their
nominees  for their  reasonable  expenses  in sending  proxy  material  to their
principals and obtaining their proxies.

Beneficial Ownership of Stock

There are no  shareholders,  as of March 21,  2000,  known by the  Company to be
beneficial  owners of more than 5% of its  outstanding  common  stock other than
Company directors and officers.

Nominees for Election as Directors

Guy L.  Brenkman,  age 53,  Chairman of the Board of Directors  and President of
Pioneer  Railcorp and its  subsidiaries  was the incorporator of the Company and
has been a member of the Board of Directors  and  President of the Company since
its formation.  Mr.  Brenkman's  past business  experience  includes real estate
sales and management,  securities sales, and seven years of operational railroad
industry  experience  before  managing the  day-to-day  railroad  operations  of
Pioneer in 1988.  Mr.  Brenkman,  acting as agent of the Issuer,  conducted  the
public  offering of Pioneer  Railcorp,  which  raised its initial  capital,  and
secondary capital for expansions.
<PAGE>



Orvel L. Cox, age 57,  Director,  also serves as same for each of the  Company's
subsidiaries and Superintendent of Transportation for same. Mr. Cox has 40 years
of active  railroading  experience  with 31 of those  years  working for Class I
railroads. Mr. Cox has been a director and officer of Pioneer Railcorp since its
inception and has been involved in all phases of the  development  and growth of
the Company.

John S. Fulton,  age 67, Director,  was elected to the Board in 1993. Mr. Fulton
has 25 years  experience in real estate  development and industrial  appraising.
Mr. Fulton holds a BS degree in Public Administration from Bradley University in
Peoria, Illinois.

J. Michael  Carr,  age 36,  Treasurer,  also serves as Treasurer for each of the
Company's  subsidiaries and Chief Financial  Officer for same. Mr. Carr has been
employed by the Company since March 1993.  Before joining the Company,  Mr. Carr
worked in public  accounting  and  banking  for seven  years,  most  recently as
Controller for United Federal Bank. Mr. Carr is a CPA and holds a  BS-Accounting
from Illinois State University, Normal, Illinois.

Timothy F.  Shea,  age 51,  owns Shea  Property  Management  and has been a real
estate property manager 1984. Mr. Shea has a BS-Business Management from Bradley
University, Peoria, Illinois.

General Information Relating to the Board of Directors

The Board of Directors of the Corporation consists of five members, each elected
for a term of one year.  The board met a total of 4 times in 1999, at which time
all directors were present.

Compensation of Directors

Directors  of the  Company  were each  compensated  $2,000 in 1999 and  received
reimbursement for out of pocket expenses.

Committees

The Audit  Committee is the only  standing  committee of the Board of Directors.
The purpose of the Audit Committee is to recommend to the Board of Directors the
engagement of, and the fee to be paid to, the  independent  public  accountants.
The Audit  Committee  also reviews with the  independent  accountants  as deemed
necessary, the Corporation's  accounting policies,  conflict of interest policy,
internal control systems, and financial operations and reporting.  The committee
met 2 times in 1999. Current members of this committee are Timothy F. Shea, John
S. Fulton, and Orvel L. Cox.

Security Ownership of Directors and Executive Officers

The following table sets forth information, as of March 21, 2000, the beneficial
ownership of all directors and officers of the Company as a group. These figures
include  shares of Common Stock that the  executive  officers  have the right to
acquire  within 60 days of March 21,  2000  pursuant  to the  exercise  of stock
options and warrants.

Title of Class:  Common Stock ($.001 par value)

                                             Beneficial              Percent
Name Of Beneficial Owner                      Ownership              Of Class
--------------------------------------------------------------------------------

Guy L. Brenkman (2)                             3,487,299              39.21%
Orvel L. Cox (3)                                  198,549               2.23%
Daniel A. LaKemper (4)                             98,314               1.11%
John S. Fulton (5)                                 23,400                .26%
J. Michael Carr (6)                                53,050                .60%
Scott Isonhart (7)                                 11,100                .12%
Tim Shea                                            5,000                .06%
                                               ----------             ---------
Directors and Executive                         3,876,712              43.59%(1)
Officers as a Group:

FOOTNOTES:

(1)  Based on 8,893,396 shares of Common Stock and Equivalents outstanding as of
     March 21, 2000.
<PAGE>



(2)  Of the total number of shares shown as owned by Mr. Brenkman, 24,909 shares
     represent the number of shares Mr. Brenkman has the right to acquire within
     60 days upon the exercise of options granted under the Company's 1994 Stock
     Option  Plan,  and  1,740,800  shares  represent  the  number of shares Mr.
     Brenkman  has the right to acquire  within 60 days  through the exercise of
     Warrants.  Mr.  Brenkman owns all shares in joint tenancy with his wife. In
     addition, 18,890 shares are held by Mr. Brenkman under the Pioneer Railcorp
     Retirement  Savings Plan and 2,340 shares are held by Mr.  Brenkman's wife,
     in which he  disclaims  beneficial  ownership.

(3)  Of the total  number of shares  shown as owned by Mr.  Cox,  30,000  shares
     represent  the number of shares Mr. Cox has the right to acquire  within 60
     days upon the exercise of options  granted under the  Company's  1994 Stock
     Option Plan, and 101,770 shares  represent the number of shares Mr. Cox has
     the right to acquire  within 60 days through the  exercise of Warrants.  In
     addition,  1,909  shares  are held by Mr.  Cox under the  Pioneer  Railcorp
     Retirement  Savings Plan.  Mr. Cox's shares are owned in joint tenancy with
     his wife. Mr. Cox and his wife own one Preferred  Share in the  Mississippi
     Central Railroad Co.

(4)  Of the total number of shares shown as owned by Mr. LaKemper, 19,850 shares
     represent the number of shares Mr. LaKemper has the right to acquire within
     60 days upon the exercise of options granted under the Company's 1994 Stock
     Option Plan, and 40,000 shares  represent the number of shares Mr. LaKemper
     has the right to acquire  within 60 days  through the exercise of Warrants.
     In addition, 964 shares are held by Mr. LaKemper under the Pioneer Railcorp
     Retirement  Savings Plan. Mr.  LaKemper's shares are owned in joint tenancy
     with his wife.

(5)  Of the total  number of shares shown as owned by Mr.  Fulton,  2,000 shares
     represent the number of shares Mr.  Fulton has the right to acquire  within
     60 days upon the exercise of options granted under the Company's 1994 Stock
     Option Plan,  and 10,200  shares  represent the number of shares Mr. Fulton
     has the right to acquire within 60 days upon the exercise of Warrants.

(6)  Of the total  number of shares shown as owned by Mr.  Carr,  52,000  shares
     represent the number of shares Mr. Carr has the right to acquire  within 60
     days upon the exercise of options  granted under the  Company's  1994 Stock
     Option Plan,  and 1,000 shares  represent the number of shares Mr. Carr has
     the right to acquire  within 60 days through the exercise of Warrants.

(7)  Of the total number of shares shown as owned by Mr. Isonhart, 11,000 shares
     represent the number of shares Mr. Isonhart has the right to acquire within
     60 days upon the exercise of options granted under the Company's 1994 Stock
     Option Plan, and 100 shares represent the number of shares Mr. Isonhart has
     the right to acquire within 60 days through the exercise of Warrants.

There are no  shareholders  known by the  Registrant to be beneficial  owners of
more than 5% of its outstanding common stock other than Mr. Brenkman.

Section  16(a) of the  Securities  Exchange Act of 1934  requires the  Company's
directors,  executive officers, and any persons holding more than ten percent of
the Company's  common stock to report their  initial  ownership of the Company's
common stock and any subsequent  changes in that ownership to the Securities and
Exchange Commission and to provide copies of such reports to the Company.  Based
upon the Company's  review of the copies of such reports received by the Company
and  representations  of its  directors  and  executive  officers,  the  Company
believes  that  during the years  ended  December  31, 1999 and 1998 all Section
16(a) filing requirements were satisfied

Compensation of the Chief Executive Officer

Summary Compensation Table
--------------------------

                             Annual
                          Compensation    Long Term Compensation
                         --------------- ------------------------
                                         Restricted
Name &                                     Stock                       Other
Position                 Year    Salary    Award     Options/SARs   Compensation
--------------------------------------------------------------------------------
Guy L. Brenkman, CEO     1999   $538,297     ----        ----       $  5,000 (a)
                         1998   $486,494     ----        ----       $  5,000 (a)
                         1997   $419,695     ----        ----       $  4,750 (a)

(a) - Registrant's contribution to the Company's defined contribution plan.
<PAGE>



Option/SAR Grants in Last Fiscal Year
----------------------------------------------

None

Aggregated Option/SAR Exercises in Last Fiscal Year
and FY-End Option/SAR Values
----------------------------------------
<TABLE>
                                                                             Value of
                                                                           Unexercised
                                                  Number of Securities     In-the-Money
                                                 Underlying Unexercised    Options/SARs
                                                 Options/SARs at FY-End     At FY-End
                    Shares Acquired    Value          Exercisable/         Exercisable/
Name                  On Exercise     Realized        Unexercisable        Unexercisable
----------------------------------------------------------------------------------------
<S>                 <C>               <C>        <C>                       <C>
Guy Brenkman-CEO           0             0           24,909/ 80,000           $0/$0
</TABLE>

In December  1993,  the Company  entered into a five-year  executive  employment
contract with the Company's president,  which was extended through December 2001
by the Board of Directors.  The agreement provides for a base salary with annual
inflation  adjustments  based  upon  the  Consumer  Price  Index.  The  original
agreement  provided  for three weeks paid  vacation in 1993 to be increased by 1
week each year  thereafter.  The  president  at his election can be paid for any
unused vacation  during the year.  Should the Company acquire or form additional
railroads,  the  base  salary  will  increase  $25,000  for the  acquisition  of
railroads of 125 miles or less,  and $50,000 for  railroads  over 125 miles.  At
January  1,  2000,  the  president's  base  salary  was  $464,986.   Should  the
president's  employment be terminated,  the contract requires a lump sum payment
equal to three years of his then current salary. Should the president retire, he
is entitled to a lump sum payment of one year's salary.

Although Mr.  Brenkman is  authorized  by his contract to receive an increase in
compensation  immediately  upon the start of a new  railroad,  he has  generally
declined these increases,  until in his opinion, the railroad appears to be self
supporting  and can absorb the cost of such  raise.  In several  instances,  Mr.
Brenkman  has not taken a raise at all. A detailed  list of these  raises  since
1993 is listed as follows:

Subsidiary                                 Date Acquired         Date Effective
--------------------------------------------------------------------------------

Vandalia Railroad Company                     10/07/94              10/07/94
Minnesota Central Railroad Co.                12/12/94              02/01/95
West Michigan Railroad Co.                    07/11/95            No Raise Taken
Columbia & Northern Railway                   02/21/96            No Raise Taken
Keokuk Junction Railway Co.                   03/12/96              04/16/96
Rochelle Railroad Co                          03/25/96              04/16/96
Shawnee Terminal Railway Co.                  11/12/96              01/01/98
Michigan Southern Railroad                    12/18/96              01/01/97
Pioneer Industrial Railway Co.                02/20/98            No Raise Taken
The Garden City Western Railway Co.           05/01/99              05/01/99

Directors of the Registrant each were compensated $2,000 in 1999.

Proposal 1 - Ratification of Appointment of Independent Public Accountants

The  Board  of  Directors,  upon  recommendation  of its  Audit  Committee,  has
appointed McGladrey & Pullen, LLP, Certified Public Accountants and Consultants,
as independent  public accountants of the Company with respect to its operations
for the year 2000, subject to ratification by the holders of common stock of the
Company. In taking this action, the members of the Board and the Audit Committee
considered  carefully  McGladrey's  performance  for the Company with respect to
services  performed  in the  years  1994-1999  and its  general  reputation  for
adherence to professional auditing standards. The Board of Directors anticipates
that  representatives of McGladrey & Pullen, LLP will be present at the Meeting,
will  have the  opportunity  to make a  statement  if they  desire,  and will be
available to respond to appropriate questions.

The Board of Directors recommends a vote FOR this proposal.
<PAGE>



Stockholder Proposals

Stockholders  are  entitled  to submit  proposals  on  matters  appropriate  for
stockholder  action  consistent with  regulations of the Securities and Exchange
Commission.  In order for a stockholder  proposal for the 2001 Annual Meeting of
Stockholders to be eligible for inclusion in the  Corporation's  Proxy Statement
and form of proxy, it must be received by the Corporate  Secretary no later than
December 31, 2000.

Other Matters

The Board of  Directors  does not know of any  matters  to be  presented  at the
Annual Meeting other than as set forth above. However, if any other matters come
before the Meeting,  the proxies received  pursuant to this solicitation will be
voted  thereon in accordance  with the judgment of the person or persons  acting
under the proxies.

Pioneer Railcorp, May 15, 2000