1
                                                                   EXHIBIT 99.2


                    PIONEER AMERICAS ACQUISITION CORPORATION

                                 EXCHANGE OFFER
                               TO HOLDERS OF ITS
                 9 1/4% SERIES A SENIOR SECURED NOTES DUE 2007

                         NOTICE OF GUARANTEED DELIVERY

         As set forth in the Prospectus dated ________ , 1997 (the
"Prospectus") of Pioneer Americas Acquisition Corporation ("Company") and all
of the subsidiaries of the Company (together with the Company, the "Issuers")
under "The Exchange Offer -- How to Tender" and in the Letter of Transmittal
(the "Letter of Transmittal") relating to the offer (the "Exchange Offer") by
the Issuers to exchange up to $200,000,000 in principal amount of its 9 1/4%
Series A Senior Secured Notes due 2007 issued and sold in a transaction exempt
from registration under the Securities Act of 1933, as amended (the "Original
Notes"), for $200,000,000 in principal amount of its 9 1/4% Series B Senior
Secured Notes due 2007 (the "Exchange Notes"), this form or one substantially
equivalent hereto must be used to accept the Exchange Offer of the Issuers if:
(i) certificates for the Original Notes are not immediately available; or (ii)
time will not permit all required documents to reach the Exchange Agent (as
defined below) on or prior to the Expiration Date (as defined in the
Prospectus) of the Exchange Offer. Such form may be delivered by hand or
transmitted by telegram, telex, facsimile transmission or letter to the
Exchange Agent.

TO:      UNITED STATES TRUST COMPANY OF NEW YORK (the "Exchange Agent")

                                 By Facsimile:
                                 (212) 420-6152
                          Attention: Customer Service

                             Confirm by telephone:
                                 (800) 548-6565

                        By Registered or Certified Mail:
                    United States Trust Company of New York
                          P.O. Box 844 Cooper Station
                            New York, New York 10276

                                    By Hand:
                    United States Trust Company of New York
                                  111 Broadway
                            New York, New York 10006
                     Attention: Corporate Trust Operations

                             By Overnight Courier:
                    United States Trust Company of New York
                                  770 Broadway
                            New York, New York 10003
                     Attention: Corporate Trust Operations

              DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN
            AS SET FORTH ABOVE OR TRANSMITTAL OF THIS INSTRUMENT TO
              A FACSIMILE OR TELEX NUMBER OTHER THAN AS SET FORTH
                  ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.


   2




Ladies and Gentlemen:

The undersigned hereby tenders to the Issuers, upon the terms and conditions
set forth in the Prospectus and the Letter of Transmittal (which together
constitute the "Exchange Offer"), receipt of which are hereby acknowledged, the
principal amount of Original Notes set forth below pursuant to the guaranteed
delivery procedure described in the Prospectus and the Letter of Transmittal.

- ------------------------------------------------------------------------------

                                                    Sign Here
Principal Amount of Original Notes
Tendered                              Signature(s)
        -------------------------                 ----------------------------

                                      ----------------------------------------

Certificate Nos.                      Please Print the Following Information
(if available)
              -------------------     Name(s)
                                             ---------------------------------

                                      ----------------------------------------

Total Principal Amount                Address
  Represented by Original Notes               --------------------------------
  Certificate(s)                      
                -----------------     ----------------------------------------

                                      Area Code and Tel. No(s).
                                                               ---------------

                                      ----------------------------------------



Account Number
               ------------------


Dated:                , 1997
      ----------------
- ------------------------------------------------------------------------------


   3



                                   GUARANTEE


The undersigned, a member of a recognized signature guarantee medallion program
within the meaning of Rule 17A(d)-15 under the Securities Exchange Act of 1934,
as amended, hereby guarantees that delivery to the Exchange Agent of
certificates tendered hereby, in proper form for transfer, or delivery of such
certificates pursuant to the procedure for book-entry transfer, in either case
with delivery of a properly completed and duly executed Letter of Transmittal
(or facsimile thereof) and any other required documents, is being made within
five trading days after the date of execution of a Notice of Guaranteed
Delivery of the above-named person.



                                       Name of Firm


                                       Authorized Signature


                                       Number and Street or P.O. Box



                                       City                State  Zip Code


                                       Area Code and Tel. No.

Dated:  _____________, 1997