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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-Q/A
                                AMENDMENT NO. 1

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) of the Securities 
      Exchange Act of 1934 For the quarterly period ended June 30, 1997
                                       or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
      EXCHANGE ACT OF 1934
For the transition period from to

Commission file no. 33-98828

                       PIONEER AMERICAS ACQUISITION CORP.
             (Exact name of registrant as specified in its charter)

            Delaware                                        06-1420850
            --------                                        ----------
(State or other jurisdiction of                           (IRS Employer
incorporation or organization)                          Identification No.)

                            4300 NationsBank Center
                       700 Louisiana, Houston, Texas 77002
                       -----------------------------------
                    (Address of principal executive offices)
                                   (Zip Code)

                                  713-225-3831
                                  ------------
              (Registrant's telephone number, including area code)

                            4200 NationsBank Center
                      700 Louisiana, Houston, Texas 77002
                      ------------------------------------
         (Former name or former address, if changed since last report)

   Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 [ ]

                     APPLICABLE ONLY TO CORPORATE ISSUERS:

    Number of Common Shares outstanding at August 1, 1997: 1,000. All of such
                  shares are owned by Pioneer Companies, Inc.

   2
        Pioneer is amending the Notes to Consolidated Financial Statements 
appearing in Item 1 of its Form 10-Q for the quarter ended June 30, 1997, to 
revise the pro forma financial data appearing therein.  As so revised, such pro
forma financial data appears as follows:

Pro Forma Financial Data

        The following pro forma financial data presents the consolidated
financial results of operations as if the Tacoma Acquisition had occurred at the
beginning of the period presented and does not purport to be indicative of
either future results of operations or results that would have occurred had the
Tacoma Acquisition actually been made as of such date.


                   Pro Forma Combined Summary Financial Data
                                 (in thousands)


                                                    Six Months Ended
                                                        June 30,
                                                  ---------------------
                                                     1997        1996
                                                  ----------  ---------
Revenues                                           $ 121,852  $ 131,627

Income (loss) before extraordinary item                 (514)     7,505
Extraordinary loss, early extinguishment
  of debt (net of income tax benefit of $12,439)      18,658        --
                                                  ----------  --------- 
Net income (loss)                                  $ (19,172) $   7,505
                                                  ==========  =========





        Earnings per share has not been presented as the Company is a
wholly-owned subsidiary of PCI and per share data would not provide any
additional useful information.




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                                   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.


                                        PIONEER AMERICAS ACQUISITION CORP.



September 2, 1997                       By: /s/ PHILIP A. ABLOVE
                                           -----------------------------
                                            Philip A. Ablove
                                            Vice President and
                                            Chief Financial Officer