UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K/A

CURRENT REPORT

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

Date of Report (date of earliest event reported): November 30, 2004

PIONEER DRILLING COMPANY

(Exact name of registrant as specified in its charter)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o                                    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o                                    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o                                    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o                                    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01. Completion of Acquisition or Disposition of Assets.

As previously reported, on November 30, 2004, our wholly owned indirect subsidiary, Pioneer Drilling Services, Ltd., entered into an Asset Purchase Agreement providing for the acquisition of five mechanical land drilling rigs and related equipment, including trucks, trailers, vehicles, spare drill pipe and yard equipment, from Allen Drilling Company, located in Woodward, Oklahoma.  We also entered into a purchase agreement for an approximately 17–acre rig storage and maintenance yard owned by Allen Drilling in Woodward, Oklahoma.  We completed the acquisition of those assets on December 15, 2004.

We paid total consideration of $7,200,000 in cash for the Allen Drilling assets.  We are also obligated to make annual payments of $100,000 each for five years beginning December 15, 2005 under a noncompetition agreement we entered into with Mr. Dixon Allen. We also assumed various contracts and other liabilities of Allen Drilling.  In addition, Mr. Allen signed an employment agreement with us for a primary term of two years.  We funded the payment of the $7,200,000 consideration with a borrowing under the acquisition facility provided by our new credit agreement with Frost National Bank, the Bank of Scotland and Zions First National Bank.

Prior to entering into the Asset Purchase Agreement, no material relationship existed between us and either Allen Drilling or any of its affiliates, directors or officers.

The information set forth above is qualified by reference to the full text of the Asset Purchase Agreement, a copy of which we filed as an exhibit to this report and are incorporating into this Item by this reference.

We have attached, as Attachment A to this report, the audited financial statements of Allen Drilling as of and for the years ended September 30, 2004 and 2003.

We have also attached, as Attachment B to this report, pro forma financial statements, which combine the operations of Pioneer Drilling Company and its consolidated subsidiaries and Allen Drilling.  The combined pro forma financial statements include a combined pro forma balance sheet as of September 30, 2004 and combined pro forma statements of operations for the six months ended September 30, 2004 and the year ended March 31, 2004. The accompanying notes to the combined pro forma financial statements reflect pro forma adjustments to remove, from the September 30, 2004 combined pro forma balance sheet, assets of Allen Drilling which were not acquired, as well as liabilities which were not assumed, and the allocation of the purchase price to the assets acquired.  The notes also reflect pro forma adjustments to the combined pro forma statements of operations for the six months ended September 30, 2004 and the year ended March 31, 2004, each of which assumes that the acquisition had occurred as of the beginning of the period presented.  Adjustments were made to increase interest and depreciation expense and adjust income tax expense/(benefit) for the effects of the other pro forma adjustments.

Unless the context otherwise requires, all references in this report to “we”, “us” and “our” refer to Pioneer Drilling Company and its subsidiaries, collectively.

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Item 9.01.                                          Financial Statements and Exhibits

(a)                                  Financial statements of businesses acquired.

Attachment A consists of the audited financial statements of Allen Drilling as of and for the years ended September 30, 2004 and 2003.

(b)                                 Pro forma financial information.

Attachment B consists of combined pro forma financial statements, reflecting our acquisition of the Allen Drilling assets, including a combined pro forma balance sheet as of September 30, 2004 and combined pro forma statements of operations for the six months ended September 30, 2004 and the year ended March 31, 2004.

(c)                                  Exhibits.

SIGNATURE

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 hereunto duly authorized.

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EXHIBIT INDEX

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Attachment A

INDEPENDENT AUDITORS’ REPORT

To the Board of Directors

Allen Drilling Company:

We have audited the accompanying balance sheets of Allen Drilling Company as of September 30, 2004 and 2003, and the related statements of income, changes in stockholder’s equity and cash flows for the years then ended. These financial statements are the responsibility of the management of Allen Drilling Company. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with U.S. generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Allen Drilling Company as of September 30, 2004 and 2003, and the results of its operations and its cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.

1910 18^th STREET, BOX 929, GREAT BEND, KS 67530. PHONE (316) 792-5275. FAX (316) 792-5077. WWW.KCOE.COM

Members of: American Institute of Certified Public Accountants. Offices in Kansas, Oklahoma and Colorado

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ALLEN DRILLING COMPANY

BALANCE SHEETS

The accompanying notes are an integral part
of these financial statements.

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ALLEN DRILLING COMPANY

STATEMENTS OF INCOME

The accompanying notes are an integral part
of these financial statements.

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ALLEN DRILLING COMPANY

STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY

The accompanying notes are an integral part

of these financial statements.

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ALLEN DRILLING COMPANY

STATEMENTS OF CASH FLOWS

Increase (Decrease) in Cash and Cash Equivalents

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The accompanying notes are an integral part
of these financial statements.

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ALLEN DRILLING COMPANY

NOTES TO FINANCIAL STATEMENTS

September 30, 2004 and 2003

1.  Summary of Significant Accounting Policies

a.   Nature of Operations: Allen Drilling Company (the Company) is a Kansas corporation incorporated on April 15, 1977. The Company is an independent oil and gas well drilling contractor. Its principal customers are independent U.S. oil and gas producers. The Company primarily conducts its drilling operations in the States of Kansas and Oklahoma. The Company also invests in the acquisition, development, and production of oil and gas, primarily through working interest arrangements.

b.   Use of Estimates: The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

c.   Cash and Cash Equivalents: Cash and cash equivalents include cash in banks and money market accounts.

d.   Accounts Receivable and Allowance for Uncollectible Accounts: Accounts receivable are stated at face value less the allowance for uncollectible accounts. The allowance is established based on the Company’s assessment of economic conditions and an analysis of specific customer accounts. The Company considers accounts receivable to be fully collectible; accordingly, the allowance is set at zero at September 30, 2004 and 2003. Accounts receivable are considered past due based on the payment terms, but interest is not normally charged on past due accounts. The Company has one account that is past due over 90 days as of September 30, 2004, in the amount of $49,331.

e.   Inventory: Inventory of supplies is stated at lower of cost or market, with cost determined on a first-in, first-out basis.

f.    Property and Equipment: Property and equipment is recorded at cost. Depreciation is provided using accelerated methods over the estimated useful lives of the assets as follows:

Upon sale or retirement, the cost and related accumulated depreciation are eliminated from the respective accounts and the resulting gain or loss is included in results of operations.

Repairs and maintenance charges that do not increase the useful lives of the assets are charged to operations as incurred.

Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the related carrying amount may not be recoverable.

When required, impairment losses on assets to be held and used are recognized based on the fair value of the asset, and long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.

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g.   Revenue and Cost Recognition: Drilling revenues are earned under daywork and footage contracts. Revenues are recognized for each day of work completed using the percentage of completion method based on the estimated number of days to complete each well. Individual wells are generally completed in less than 30 days.

The asset “contract drilling in progress” represents revenues recognized in excess of amounts billed on contracts in progress.

Direct rig costs on wells are accrued over each day of work completed based on the estimated total cost to complete each well over the estimated number of days to complete each well. Direct drilling costs include labor, materials, supplies, repairs, maintenance, and allocations of depreciation. If a loss on a contract in progress at the end of a reporting period is anticipated, the entire amount of the estimated loss is accrued. Engineering and general and administrative expenses are expensed as incurred.

h.   Oil and Gas Properties: The Company uses the successful efforts method of accounting for oil and gas producing activities. Costs to acquire mineral interests in oil and gas properties, to drill and equip exploratory wells that find proved reserves, and to drill and equip development wells are capitalized.

Capitalized costs of producing oil and gas properties are depreciated and depleted over the estimated production period of the property, generally four to seven years. Support equipment and other property and equipment are depreciated over their estimated useful lives, generally seven years.

i.    Income Taxes: Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes. Deferred taxes are recognized for differences between the bases of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to investments, contract drilling in progress, different depreciation methods and lives used for property and equipment, and accrued expenses (deductible for income tax purposes when paid). The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be deductible or taxable when the assets and liabilities are recovered or settled. Deferred taxes also are recognized for operating losses that are available to offset future taxable income.

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2.  Oil and Gas Properties

Oil and gas properties are summarized as follows:

3.  Notes Payable

The Company has an operating line of credit with Bank of America, N.A. The maximum borrowing available under this agreement is $500,000 as of September 30, 2004, of which $0 is borrowed at September 30, 2004. The line of credit bears a variable interest rate (which was 5.75% as of September 30, 2004). The line of credit is collateralized by the Company’s equipment. The note is presently due on demand.

The Company has an unsecured note payable to the stockholder in the amount of $523,431 as of September 30, 2004. The note bears interest at 7% as of September 30, 2004. Interest expense was $36,400 and $46,542 for the years ended September 30, 2004 and 2003, respectively. This note was paid in December 2004 (see Note 9).

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4.  Long-Term Debt

Long-term debt consists of the following:

The President of the Company and the stockholder have provided guarantees of all of the Company’s borrowings payable to Bank of America, N.A. All notes payable to Bank of America, N.A. and General Motors Acceptance Corporation were paid in December 2004 (see Note 9).

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5.  Income Taxes

The provision (benefit) for income taxes includes income taxes currently payable and those deferred because of temporary differences between the financial statement and tax bases of assets and liabilities. The provision for income taxes consists of the following:

The reconciliation of income tax computed at statutory rates to income tax expense is as follows:

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Under Financial Accounting Standards Board Statement No. 109, deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial statement purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred income tax assets (liabilities) are as follows:

As of September 30, 2004, expiration of state net operating loss carryforwards available for income tax purposes are as follows for the years ending September 30:

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6.  Major Customers and Concentrations of Credit Risk

A material part of the Company’s business is dependent on a few customers, the loss of which could have a material effect on the Company. Revenues attributable to customers comprising over 10% of drilling revenues during each period are as follows:

The Company contracts to drill oil and gas wells with customers within the oil and gas industry and grants credit to these customers. Financial instruments that potentially subject the Company to credit risk consist principally of trade receivables.

The Company maintains cash balances at various financial institutions. Accounts at each institution are insured by the Federal Deposit Insurance Corporation up to $100,000. The Company has uninsured cash balances at various times throughout the periods.

7.  Profit Sharing Plan

All employees who are at least age 21 and have one year of service are eligible to participate in the Company 401(k) profit sharing plan. The Company made the following contributions to the plan.

8.  Gain Contingency

The Company has filed suit against a customer requesting reimbursement for estimated damages incurred when a rig fell over at the customer job site in April 2004. The customer has filed a counterclaim seeking reduction of the amount of damages claimed by the Company. The ultimate outcome of this lawsuit cannot presently be determined.

9.  Subsequent Events

The Company sold substantially all property and equipment and uncompleted drilling contracts for $6.9 million in December 2004 to Pioneer Drilling Services, Ltd. At closing the Company paid off all notes payable to the stockholder, Bank of America, N.A., and General Motors Acceptance Corporation. The sale represents the disposition of the major segment of the business, which represents substantially all net income of the Company.

Management expects to liquidate the Company in the future, although no timeline has been established. Adjustments to the values of assets and liabilities in the accompanying balance sheets have not been revised to reflect liquidation values due to the lack of a definite plan of liquidation. No loss upon liquidation is expected to be recognized.

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Attachment B

PIONEER DRILLING COMPANY AND SUBSIDIARIES

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

BASIS OF PRESENTATION

On December 15, 2004, we acquired a fleet of five mechanical land drilling rigs and related equipment and a 17-acre rig storage and maintenance yard located in Woodward, Oklahoma from Allen Drilling Company for total consideration of $7,200,000 in cash.  We also obtained a non-competition agreement from the President of Allen Drilling for additional consideration to be paid over the next five years.  We funded the purchase price of the acquisition with a $7,200,000 borrowing under our new credit facility.

The accompanying combined pro forma balance sheet as of September 30, 2004 combines the historical balance sheets of (1) Pioneer Drilling Company and its consolidated subsidiaries and (2) Allen Drilling.  Adjustments have been made to remove from the September 30, 2004 combined pro forma balance sheet, assets of Allen Drilling which were not acquired, as well as liabilities which were not assumed, and to record the allocation of the purchase price to the assets acquired.

The accompanying combined pro forma statements of operations combine the statements of operations of (1) Pioneer Drilling Company and its consolidated subsidiaries and (2) Allen Drilling for the six months ended September 30, 2004 and the year ended March 31, 2004.  The statements include pro forma adjustments to reflect increases in interest expense to reflect the interest on the borrowing we made to fund our acquisition of the assets and depreciation expense assuming the acquisitions had occurred at the beginning of each period presented and to adjust income tax expense (benefit) for the effects of the other pro forma adjustments.  The unaudited pro forma combined financial statements should be read in conjunction with (i) the historical consolidated financial statements of Pioneer Drilling Company for the year ended March 31, 2004 and the six months ended September 30, 2004 included in our prior SEC periodic reports; and (ii) the audited historical financial statements of Allen Drilling for the year ended September 30, 2004 included in this report.

The unaudited pro forma combined statements of operations are not necessarily indicative of the operating results that would have occurred if the acquisition had been consummated at the beginning of the periods presented nor are they indicative of any future operating results.

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Pioneer Drilling Company and Subsidiaries

Unaudited Pro Forma Combined Balance Sheet

September 30, 2004

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Pioneer Drilling Company and Subsidiaries

Unaudited Pro Forma Combined Statements of Operations

For The Six Months Ended September 30, 2004