Exhibit 31.2


Certification by the Chief Financial Officer:

I, J. Michael Carr certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of Pioneer Railcorp;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-15(e) and  15d-15(e))  for the registrant and we
     have:

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     c)   disclosed  in this  report  any  change in the  registrant's  internal
          control  over  financial  reporting  (as defined in Exchange Act Rules
          13a-15(f) and 15d-15(f))  that occurred during the  registrant's  most
          recent fiscal quarter (the  registrant's  fourth fiscal quarter in the
          case  of  an  annual  report)  that  has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting.

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors  (or persons  performing  the  equivalent  functions):  a) all
     significant deficiencies and material weaknesses in the design or operation
     of internal control over financial reporting which are reasonably likely to
     adversely affect the registrant's ability to record, process, summarize and
     report financial  information;  and b) any fraud,  whether or not material,
     that involves  management or other employees who have a significant role in
     the registrant's internal control over financial reporting.

Date: August 5, 2004

/s/ J. Michael Carr
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J. Michael Carr
Chief Financial Officer

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