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                                                                   EXHIBIT 99.3




                    PIONEER AMERICAS ACQUISITION CORPORATION

                               OFFER TO EXCHANGE
                   UP TO $200,000,000 IN PRINCIPAL AMOUNT OF
            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
                                      FOR
                      $200,000,000 IN PRINCIPAL AMOUNT OF
                 9 1/4% SERIES B SENIOR SECURED NOTES DUE 2007



To Our Clients:

         Enclosed for your consideration is a Prospectus dated ________ , 1997
(as the same may be amended or supplemented from time to time, the
"Prospectus") and a form of Letter of Transmittal (the "Letter of Transmittal")
relating to the offer (the "Exchange Offer") by Pioneer Americas Acquisition
Corporation (the "Company") and all of the subsidiaries of the Company
(together with the Company, 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").

         The material is being forwarded to you as the beneficial owner of
Original Notes carried by us for your account or benefit but not registered in
your name. A tender of any Original Notes may be made only by us as the
registered holder and pursuant to your instructions. Therefore, the Issuers
urge beneficial owners of Original Notes registered in the name of a broker,
dealer, commercial bank, trust company or other nominee to contact such
registered holder promptly if they wish to tender Original Notes in the
Exchange Offer.

         Accordingly, we request instructions as to whether you wish us to
tender any or all Original Notes, pursuant to the terms and conditions set
forth in the Prospectus and Letter of Transmittal. We urge you to read
carefully the Prospectus and Letter of Transmittal before instructing us to
tender your Original Notes.

         YOUR INSTRUCTIONS TO US SHOULD BE FORWARDED AS PROMPTLY AS POSSIBLE IN
ORDER TO PERMIT US TO TENDER ORIGINAL NOTES ON YOUR BEHALF IN ACCORDANCE WITH
THE PROVISIONS OF THE EXCHANGE OFFER. The Exchange Offer will expire at 5:00
p.m., Eastern Standard Time, on _______, ________ __, 1997, unless extended
(the "Expiration Date"). Original Notes tendered pursuant to the Exchange Offer
may be withdrawn, subject to the procedures described in the Prospectus, at any
time prior to the Expiration Date.

         If you wish to have us tender any or all of your Original Notes held
by us for your account or benefit, please so instruct us by completing,
executing and returning to us the instruction form that appears below. The
accompanying Letter of Transmittal is furnished to you for informational
purposes only and may not be used by you to tender Original Notes held by us
and registered in our name for your account or benefit.



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                                  INSTRUCTIONS

         The undersigned acknowledge(s) receipt of your letter and the enclosed
material referred to therein relating to the Exchange Offer of Pioneer Americas
Acquisition Corp.

         THIS WILL INSTRUCT YOU TO TENDER THE PRINCIPAL AMOUNT OF ORIGINAL
NOTES INDICATED BELOW HELD BY YOU FOR THE ACCOUNT OR BENEFIT OF THE
UNDERSIGNED, PURSUANT TO THE TERMS OF AND CONDITIONS SET FORTH IN THE
PROSPECTUS AND THE LETTER OF TRANSMITTAL.

Box  1 |_|     Please tender my Original Notes held by you for my account or
               benefit. I have identified on a signed schedule attached hereto
               the principal mount of Original Notes to be tendered if I wish
               to tender less than all of my Original Notes.

Box  2 |_|     Please do not tender any Original Notes held by you for my
               account or benefit.

Date:             , 1997

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                                                      Signature(s)

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                                                Please print name(s) here

Unless a specific contrary instruction is given in a signed Schedule attached
hereto, your signature(s) hereon shall constitute an instruction to us to
tender all of your Original Notes.