8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  January 6, 2011

PIONEER NATURAL RESOURCES COMPANY

(Exact name of registrant as specified in its charter)

Delaware	1-13245	75-2702753
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
5205 N. O'Connor Blvd., Suite 200, Irving, Texas		75039
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (972) 444-9001

Not applicable

(Former name or former address, if changed since last report)

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 1.01. Entry Into A Material Definitive Agreement

On January 6, 2011, Pioneer Natural Resources USA, Inc., a wholly-owned subsidiary of Pioneer Natural Resources Company (together with its subsidiaries, the "Company") entered into a purchase and sale agreement with OMV (Tunesien) Production GmbH, a wholly-owned subsidiary of OMV AG (together with its subsidiaries, "OMV") for the sale to OMV of 100 percent of the Company's share holdings in Pioneer Natural Resources Tunisia Ltd. and Pioneer Natural Resources Anaguid Ltd. (referred to herein in the aggregate as "Pioneer Tunisia") for cash proceeds of $866 million, subject to normal closing adjustments.  The Company announced the transaction in a news release that is attached to this Report as exhibit 99.1.

OMV, through the purchase of Pioneer Tunisia, will acquire all of the Company's Tunisian oil and gas operations and underlying proved oil and gas reserves of approximately 24 million barrels of oil equivalent ("BOE") as of December 31, 2010.  Production from the Company's Tunisian oil and gas operations averaged approximately 5,400 BOE per day during the year ended December 31, 2010.

The transaction is expected to close during the first quarter of 2011.  The Company expects to record a first quarter 2011 pretax gain attributable to the transaction, subject to normal closing adjustments, of $640 million to $690 million and expects to pay minimal cash taxes.  The purchase and sale agreement contains customary warranties, covenants, closing conditions and post-closing indemnities for transactions of this nature.

Item 9.01. Financial Statements And Exhibits

(d) Exhibits

99.1 -- News release dated January 6, 2011.

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 hereunto duly authorized.

PIONEER NATURAL RESOURCES COMPANY

By:	/s/ Frank W. Hall
	Frank W. Hall,
	Vice President and Chief Accounting Officer

Dated: January 6, 2011

EXHIBIT INDEX

PIONEER NATURAL RESOURCES COMPANY

EXHIBIT INDEX

Exhibit No. Description

99.1(a) News release dated January 6, 2011.

___________

(a) Furnished herewith.

EX-99.1

     EXHIBIT 99.1

News Release

Pioneer Natural Resources Announces Sale of Tunisia Subsidiaries

to OMV for $866 Million

Dallas, Texas, January 6, 2011 – Pioneer Natural Resources Company (NYSE:PXD) (“Pioneer” or “the Company”) today announced that the Company has entered into a purchase and sale agreement with a wholly-owned subsidiary of OMV AG to sell all of the stock of Pioneer’s Tunisia subsidiaries for cash proceeds of $866 million, subject to normal closing adjustments.  The transaction has an effective date of January 1, 2011 and is expected to close during the first quarter of 2011.

 “I want to personally thank all of our London and Tunisian employees for the value that they have created for our shareholders since we acquired the Tunisia assets nine years ago.  I also want to thank ETAP (Entreprise Tunisienne d'Activités Pétrolières) and the Tunisian government for being one of the best joint-venture partners and host governments that Pioneer has had the privilege to work with,” said Scott D. Sheffield, Chairman and CEO.

The financial and operating results related to Pioneer’s Tunisia activities will be reflected as discontinued operations for the quarter and year ending December 31, 2010 and all prior periods presented in the Company’s December 31, 2010 Form 10-K.  Net production from the Tunisia subsidiaries averaged approximately 5,400 barrels oil equivalent per day during 2010.

Mr. Sheffield continued, “The sale of Tunisia will allow us to strategically redeploy capital to our high-return, oil-related core assets in the U.S.  We plan to utilize the proceeds from the divestiture to accelerate drilling in the Spraberry and the Eagle Ford Shale.  Our most recent drilling program called for 30 rigs to be operating in the Spraberry during 2011, but we now plan to increase the rig count to 35 rigs by mid-year.  In the Eagle Ford Shale, an acceleration plan has now been approved by the joint-venture partners, which will result in an average of 12 rigs operating during 2011 as compared to the initial development plan that ramped up to 10 rigs by the end of 2011.  This accelerated drilling program, which is planned to ramp up further in 2012 and 2013, is expected to increase the Company’s current compound annual production growth target of 15+% for the 2011 through 2013 period while maintaining our strong financial position.  Additional details regarding the accelerated program, including Pioneer’s 2011 capital budget, will be discussed during our fourth quarter 2010 earnings call on February 8.”

Pioneer Natural Resources Company is a large independent oil and gas exploration and production company, headquartered in Dallas, Texas, with operations primarily in the United States.  For more information, visit Pioneer’s website at www.pxd.com.

OMV, one of Austria’s largest industrial companies, is active in international exploration and production, refining and marketing, and gas marketing and trading.

Except for historical information contained herein, the statements in this news release are forward-looking statements that are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements and the business prospects of Pioneer are subject to a number of risks and uncertainties that may cause Pioneer's actual results in future periods to differ materially from the forward-looking statements. These risks and uncertainties include, among other things, volatility of commodity prices, product supply and demand, competition, the ability to obtain environmental and other permits and the timing thereof, other government regulation or action, the ability to obtain approvals from third parties and negotiate agreements with third parties on mutually acceptable ter ms, international operations and associated international political and economic instability, litigation, the costs and results of drilling and operations, availability of equipment, services and personnel required to complete the Company's operating activities, access to and availability of transportation,

processing and refining facilities, Pioneer's ability to replace reserves, implement its business plans or complete its development activities as scheduled, access to and cost of capital, the financial strength of counterparties to Pioneer's credit facility and derivative contracts and the purchasers of Pioneer's oil, NGL and gas production, uncertainties about estimates of reserves and resource potential and the ability to add proved reserves in the future, the assumptions underlying production forecasts, quality of technical data, environmental and weather risks, including the possible impacts of climate change, and acts of war or terrorism. These and other risks are described in Pioneer's 10-K and 10-Q Reports and other filings with the Securities and Exchange Commission. In addition, Pioneer may be subject to curre ntly unforeseen risks that may have a materially adverse impact on it. Pioneer undertakes no duty to publicly update these statements except as required by law.

Pioneer Natural Resources Contacts:

Investors

Frank Hopkins – 972-969-4065

Brian Hansen – 972-969-4017

Media and Public Affairs

Susan Spratlen – 972-969-4018

Suzanne Hicks – 972-969-4020