AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 24, 1997

REGISTRATION NO. 333-30683

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------

AMENDMENT NO. 1

FORM S-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

DELAWARE 2812 06-1420850
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)

PIONEER AMERICAS, INC. DELAWARE 76-0280373
PIONEER CHLOR ALKALI COMPANY, INC. DELAWARE 51-0302028
IMPERIAL WEST CHEMICAL CO. NEVADA 95-2375683
ALL-PURE CHEMICAL CO. CALIFORNIA 94-2314942
BLACK MOUNTAIN POWER COMPANY TEXAS 76-0291143
ALL-PURE CHEMICAL NORTHWEST, INC. WASHINGTON 94-2714064
PIONEER CHLOR ALKALI INTERNATIONAL, BARBADOS 98-0118164
INC. NEVADA 88-0336831
G.O.W. CORPORATION DELAWARE 51-0375981
PIONEER (EAST), INC. NEW MEXICO 86-0311265
T.C. HOLDINGS, INC. WASHINGTON 91-1536884
T.C. PRODUCTS, INC. (State or other jurisdiction of (I.R.S. Employer
(Exact name of registrants as incorporation or organization) Identification No.)
specified in their charters)

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4200 NATIONSBANK CENTER, 700 LOUISIANA STREET, HOUSTON, TEXAS 77002, (713)
225-3831
(Address, including zip code, and telephone number, including area code, of
registrants' principal executive offices)
---------------
KENT R. STEPHENSON, ESQ.
PIONEER AMERICAS ACQUISITION CORP.
4200 NATIONSBANK CENTER
700 LOUISIANA STREET
HOUSTON, TEXAS 77002
(713) 225-3831
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------
with a copy to:

CORNELIUS T. FINNEGAN III, ESQ.
WILLKIE FARR & GALLAGHER
ONE CITICORP CENTER
153 EAST 53RD STREET
NEW YORK, NEW YORK 10022
(212) 821-8000
---------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC:
As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
---------------

The Registrants hereby amend this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrants
shall file a further amendment that specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until this Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.

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2

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

PAAC, which is a Delaware corporation, is empowered by the Delaware General
Corporation Law, subject to the procedures and limitations stated therein, to
indemnify any person against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him in
connection with any threatened, pending or completed action, suit or proceeding
in which such person is made a party by reason of his being or having been a
director, officer, employee or agent of PAAC. The statute provides that
indemnification pursuant to its provisions is not exclusive of other rights of
indemnification to which a person may be entitled under any by-law, agreement,
vote of stockholders or disinterested directors, or otherwise. The Certificate
of Incorporation and by-laws of PAAC provide for indemnification of the
directors and officers of such entities to the full extent permitted by the
Delaware General Corporation Law.

PAAC maintains an insurance policy providing for indemnification of its
officers, directors and certain other persons against liabilities and expenses
incurred by any of them in certain stated proceedings and under certain stated
conditions.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits

II-1
3

*3.10 -- By-laws of All-Pure (incorporated by reference to Exhibit
3.10 to the Company's Registration Statement on Form S-4
(File No. 33-98828) declared effective by the Commission
on December 22, 1995).
*3.11 -- Certificate of Incorporation of Black Mountain Power
Company (incorporated by reference to Exhibit 3.11 to the
Company's Registration Statement on Form S-4 (File No.
33-98828) declared effective by the Commission on
December 22, 1995).
*3.12 -- By-laws of Black Mountain Power Company (incorporated by
reference to Exhibit 3.12 to the Company's Registration
Statement on Form S-4 (File No. 33-98828) declared
effective by the Commission on December 22, 1995).
*3.13 -- Certificate of Incorporation of All-Pure Chemical
Northwest, Inc. (incorporated by reference to Exhibit
3.13 to the Company's Registration Statement on Form S-4
(File No. 33-98828) declared effective by the Commission
on December 22, 1995).
*3.14 -- By-laws of All-Pure Chemical Northwest, Inc.
(incorporated by reference to Exhibit 3.14 to the
Company's Registration Statement on Form S-4 (File No.
33-98828) declared effective by the Commission on
December 22, 1995).
*3.15 -- Certificate of Incorporation of Pioneer Chlor Alkali
International, Inc. (incorporated by reference to Exhibit
3.15 to the Company's Registration Statement on Form S-4
(File No. 33-98828) declared effective by the Commission
on December 22, 1995).
*3.16 -- By-laws of Pioneer Chlor Alkali International, Inc.
(incorporated by reference to Exhibit 3.16 to the
Company's Registration Statement on Form S-4 (File No.
33-98828) declared effective by the Commission on
December 22, 1995).
*3.17 -- Certificate of Incorporation of G.O.W. Corporation
(incorporated by reference to Exhibit 3.17 to the
Company's Registration Statement on Form S-4 (File No.
33-98828) declared effective by the Commission on
December 22, 1995).
*3.18 -- By-laws of G.O.W. Corporation (incorporated by reference
to Exhibit 3.18 to the Company's Registration Statement
on Form S-4 (File No. 33-98828) declared effective by the
Commission on December 22, 1995).
*3.19 -- Certificate of Incorporation of Pioneer (East), Inc.
*3.20 -- By-laws of Pioneer (East), Inc.
*3.21 -- Certificate of Incorporation of T.C. Holdings, Inc.
*3.22 -- By-laws of T.C. Holdings, Inc.
*3.23 -- Certificate of Incorporation of T.C. Products, Inc.
*3.22 -- By-laws of T.C. Products, Inc.
*4.1 -- Indenture, dated as of June 17, 1997, by and among PAAC,
the Subsidiary Guarantors defined therein and United
States Trust Company of New York, as Trustee, relating to
$200,000,000 principal amount of 9 1/4% Series A Senior
Notes due 2007, including form of Note and Guarantees.
*4.2(a) -- Deed of Trust, Assignment of Leases and Rents, Security
Agreement, Fixture Filing and Financing Statement by PCAC
(Tacoma, Washington).
*4.2(b) -- Mortgage, Assignment of Leases and Rents, Security
Agreement, Fixture Filing and Financing Statement by PCAC
(St. Gabriel, Louisiana).
*4.2(c) -- Deed of Trust, Assignment of Leases and Rents, Security
Agreement, Fixture Filing and Financing Statement by PCAC
(Henderson, Nevada).
*4.3(a) -- Term Loan Agreement, dated as of June 17, 1997, among
PAAC, Various Financial Institutions, as Lenders, DLJ
Capital Funding, Inc., as the Syndication Agent, Salomon
Brothers Holding Company Inc, as the Documentation Agent
and Bank of America Illinois, as the Administrative Agent
(the "Term Loan Agreement").

II-2
4

*4.3(b) -- Subsidiary Guaranty, dated June 17, 1997, executed by
each of the Subsidiaries party thereto, as guarantor,
respectively, in favor of the Lenders, guaranteeing the
obligations of one another under the Term Loan Agreement.
*4.4 -- Security Agreement, dated as of June 17, 1997, among PCAC
and United States Trust Company of New York, as
Collateral Agent.
*4.5 -- Stock Pledge Agreement, dated as of June 17, 1997, among
PAI and United States Trust Company of New York, as
Collateral Agent.
*4.6(a) -- Loan and Security Agreement, dated as of June 17, 1997,
by and among PAAC, Bank of America Illinois, as Agent and
Lender and the other Lenders party thereto (the
"Revolving Loan Agreement").
*4.6(b) -- Master Corporate Guaranty, dated June 17, 1997, executed
by each of the Subsidiaries party thereto, as guarantor,
respectively, in favor of Bank of America Illinois, as
Agent, for the ratable benefit of the Lenders,
guaranteeing the obligations of one another under the
Revolving Loan Agreement.
*4.6(c) -- Master Security Agreement, dated June 17, 1997, executed
by each of the Subsidiaries party thereto, as debtor,
respectively, in favor of Bank of America Illinois, as
Agent, for the ratable benefit of the lenders.
*4.7 -- Intercreditor and Collateral Agency Agreement, dated as
of June 17, 1997 by and among United States Trust Company
of New York, as Trustee and Collateral Agent, Bank of
America Illinois, as Agent, PAAC, PAI and PCAC.
*4.8 -- Exchange and Registration Rights Agreement, dated as of
June 17, 1997, by and among PAAC, the Subsidiary
Guarantors and the Initial Purchasers.
5.1 -- Opinion of Willkie Farr & Gallagher.
5.2 -- Opinion of Kent R. Stephenson, Esq.
8.1 -- Opinion of Willkie Farr & Gallagher with respect to
certain tax matters.
*10.1 -- Contingent Payment Agreement, dated as of April 20, 1995,
by and among Pioneer (formerly, GEV corporation), PAAC
and the Sellers defined therein (incorporated by
reference to Exhibit 10.2 to the Current Report on Form
8-K of Pioneer, dated April 20, 1995).
*10.2 -- Tax Sharing Agreement, dated as of April 20, 1995, by and
among Pioneer, PAAC and the Subsidiary Guarantors defined
therein (incorporated by reference to Exhibit 10.3 to the
Company's Registration Statement on Form S-4 (File No.
33-98828) declared effective by the Commission on
December 22, 1995).
*10.3 -- Pioneer Companies, Inc. 1995 Stock Incentive Plan
(incorporated by reference to Exhibit 10.4 to the
Company's Registration Statement on Form S-4 (File No.
33-98828) declared effective by the Commission on
December 22, 1995).
*10.4 -- Pioneer Companies, Inc. Key Executive Stock Grant Plan
(incorporated by reference to Exhibit 10.2 to the
Quarterly Report on Form 10-Q of Pioneer for the
quarterly period ended June 30, 1996).
*10.5 -- Pioneer Chlor Alkali Company, Inc. Supplemental
Retirement Plan (incorporated by reference to Exhibit
10.5 to the Annual Report on Form 10-K of Pioneer for the
fiscal year ended December 31, 1995).
*10.6 -- Employment Agreement, dated as of April 20, 1995, between
Pioneer and Richard C. Kellogg, Jr. (incorporated by
reference to Exhibit 10.1 to the Quarterly Report on Form
10-Q of Pioneer for the quarterly period ended June 30,
1995).

II-3
5

*10.7 -- Employment Agreement, dated November 1, 1992, and First
Amendment to Employment Agreement, dated as of April 20,
1995, between Pioneer Chlor Alkali Company, Inc. and Paul
J. Kienholz (incorporated by reference to Exhibit 10.7 to
Pioneer's Annual Report on Form 10-K for the year ended
December 31, 1995).
*10.8 -- Employment Agreement, dated April 20, 1995, between
Pioneer Americas, Inc. and James E. Glattly (incorporated
by reference to Exhibit 10.8 to Pioneer's Annual Report
on Form 10-K for the year ended December 31, 1995).
*10.9 -- Employment Agreement, dated April 20, 1995, between
Pioneer Americas, Inc. and Verrill M. Norwood, Jr.
(incorporated by reference to Exhibit 10.9 to Pioneer's
Annual Report on Form 10-K for the year ended December
31, 1995).
*10.10 -- Executive Employment Agreement, dated January 4, 1997,
between Pioneer Companies, Inc. and Michael J. Ferris
(incorporated by reference to Exhibit 10.10 to the Annual
Report on Form 10-K of the Company for the fiscal year
ended December 31, 1996).
*10.11 -- Stock Purchase Agreement, dated January 4, 1997, between
Pioneer Companies, Inc. and Michael J. Ferris
(incorporated by reference to Exhibit 10.11 to the Annual
Report on Form 10-K of the Company for the fiscal year
ended December 31, 1996).
*10.12 -- Non-Qualified Stock Option Agreement, dated January 4,
1997, between Pioneer Companies, Inc. and Michael J.
Ferris (incorporated by reference to Exhibit 10.12 to the
Annual Report on Form 10-K of the Company for the fiscal
year ended December 31, 1996).
10.13 -- Chlorine and Caustic Soda Sales Agreement, dated as of
June 17, 1997, between Occidental Chemical Corporation
and PCAC.
10.14 -- Chlorine Purchase Agreement, dated as of June 17, 1997,
between OCC Tacoma, Inc. and PCAC.
+10.15 -- Environmental Operating Agreement, dated as of June 17,
1997, between OCC Tacoma and PCAC.
*12.1 -- Statement Regarding Computation of Ratio of Earnings to
Fixed Charges.
*16.1 -- Letter from Ernst & Young LLP regarding change in
independent accountants (incorporated by reference to
Exhibit 16.1 to the Company's Registration Statement on
Form S-4 (File No. 33-98828) declared effective by the
Commission on December 22, 1995).
*21.1 -- Subsidiaries of the Registrants.
*23.1 -- Independent Auditors' Consent of Deloitte & Touche LLP.
*23.2 -- Independent Auditors' Consent of Ernst & Young LLP.
*23.3 -- Independent Auditors' Consent of Piercy, Bowler, Taylor &
Kern.
*23.4 -- Independent Public Accountants' Consent of Arthur
Andersen LLP.
23.5 -- Consents of Willkie Farr & Gallagher (included in their
opinions filed as Exhibits 5.1 and 8.1).
23.6 -- Consent of Kent R. Stephenson, Esq. (included in his
opinion filed as Exhibit 5.2).
*24.1 -- Powers of Attorney (included in the signature pages
hereto).
*25.1 -- Statement on Form T-1 of Eligibility of Trustee.
*99.1 -- Form of Letter of Transmittal.
*99.2 -- Form of Notice of Guaranteed Delivery.
*99.3 -- Form of Letter to Clients.
*99.4 -- Form of Letter to Nominees.

II-4
6

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

* Previously filed.

+ Confidential treatment has been requested for portions of this agreement.

(b) Financial Statement Schedules:

SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS.

All other schedules have been omitted because they are not applicable or
not required or the required information is included in the financial statements
or notes thereto.

ITEM 22. UNDERTAKINGS.

The undersigned Registrants hereby undertake that, for purposes of
determining any liability under the Securities Act, each filing of PAAC's annual
report pursuant to section 13(a) or section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of Registrants
pursuant to the provisions, described under Item 20 above, or otherwise, the
Registrants have been advised that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrants of expenses incurred or paid by a director, officer or controlling
person of the Registrants in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrants will, unless in
the opinion of their counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by them is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

The undersigned Registrants hereby undertake that:

(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or 497(h) under
the Securities Act shall be deemed to be part of this registration statement as
of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

The undersigned Registrants hereby undertake to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.

The undersigned Registrants hereby undertake to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in this Registration Statement when it became effective.

II-5
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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Houston,
State of Texas, on the 24th day of July, 1997.

PIONEER AMERICAS ACQUISITION CORP.

By: /s/ PHILIP J. ABLOVE

----------------------------------
Name: Philip J. Ablove
Title: Vice President

Pursuant to the requirements of the Securities Act of 1933, this amendment
to the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

* President, Chief Executive Officer July 24, 1997
- ----------------------------------------------------- and Director (principal executive
Michael J. Ferris officer)

/s/ PHILIP J. ABLOVE Vice President, Chief Financial July 24, 1997
- ----------------------------------------------------- Officer and Director (principal
Philip J. Ablove financial officer)

* Controller (principal accounting July 24, 1997
- ----------------------------------------------------- officer)
John R. Beaver

* Director July 24, 1997
- -----------------------------------------------------
William R. Berkley

* Director July 24, 1997
- -----------------------------------------------------
Andrew M. Bursky

* Director July 24, 1997
- -----------------------------------------------------
Donald J. Donahue

* Director July 24, 1997
- -----------------------------------------------------
Richard C. Kellogg, Jr.

* Director July 24, 1997
- -----------------------------------------------------
Paul J. Kienholz

* Director July 24, 1997
- -----------------------------------------------------
Jack H. Nusbaum

* Director July 24, 1997
- -----------------------------------------------------
Thomas H. Schnitzius

*By: /s/ PHILIP J. ABLOVE
------------------------------------------------
Philip J. Ablove
Attorney-in-Fact

II-6
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SIGNATURES

PIONEER AMERICAS, INC.

By: /s/ KENT R. STEPHENSON

----------------------------------
Name: Kent R. Stephenson
Title: Vice President

Pursuant to the requirements of the Securities Act of 1933, this amendment
to the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

* Chairman of the Board and President July 24, 1997
- ----------------------------------------------------- (principal executive officer)
Michael J. Ferris

* Vice President, Chief Financial July 24, 1997
- ----------------------------------------------------- Officer, Treasurer and Director
Philip J. Ablove (principal financial officer)

* Controller (principal accounting July 24, 1997
- ----------------------------------------------------- officer)
John R. Beaver

* Director July 24, 1997
- -----------------------------------------------------
William L. Mahone

*By: /s/ KENT R. STEPHENSON
------------------------------------------------
Kent R. Stephenson
Attorney-in-Fact

II-7
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SIGNATURES

PIONEER CHLOR ALKALI COMPANY, INC.

By: /s/ KENT R. STEPHENSON

----------------------------------
Name: Kent R. Stephenson
Title: Vice President

Pursuant to the requirements of the Securities Act of 1933, this amendment
to the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

* President and Director (principal July 24, 1997
- ----------------------------------------------------- executive officer)
James E. Glattly

* Vice President and Chief Financial July 24, 1997
- ----------------------------------------------------- Officer and Director (principal
Philip J. Ablove financial officer)

* Controller (principal accounting July 24, 1997
- ----------------------------------------------------- officer)
John R. Beaver

* Chairman of the Board July 24, 1997
- -----------------------------------------------------
Michael J. Ferris

* Director July 24, 1997
- -----------------------------------------------------
William L. Mahone

*By: /s/ KENT R. STEPHENSON
------------------------------------------------
Kent R. Stephenson
Attorney-in-Fact

II-8
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SIGNATURES

IMPERIAL WEST CHEMICAL CO.

By: /s/ KENT R. STEPHENSON

----------------------------------
Name: Kent R. Stephenson
Title: Vice President

Pursuant to the requirements of the Securities Act of 1933, this amendment
to the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

* President and Director (principal July 24, 1997
- ----------------------------------------------------- executive officer)
James M. Wingard

* Vice President and Chief Financial July 24, 1997
- ----------------------------------------------------- Officer and Director (principal
Philip J. Ablove financial officer)

* Controller (principal accounting July 24, 1997
- ----------------------------------------------------- officer)
John R. Beaver

* Chairman of the Board July 24, 1997
- -----------------------------------------------------
Michael J. Ferris

* Director July 24, 1997
- -----------------------------------------------------
William L. Mahone

*By: /s/ KENT R. STEPHENSON
------------------------------------------------
Kent R. Stephenson
Attorney-in-Fact

II-9
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SIGNATURES

ALL-PURE CHEMICAL CO.

By: /s/ KENT R. STEPHENSON

----------------------------------
Name: Kent R. Stephenson
Title: Vice President

Pursuant to the requirements of the Securities Act of 1933, this amendment
to the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

* President and Director (principal July 24, 1997
- ----------------------------------------------------- executive officer)
Ronald E. Ciora

* Vice President and Chief Financial July 24, 1997
- ----------------------------------------------------- Officer and Director (principal
Philip J. Ablove financial officer)

* Controller (principal accounting July 24, 1997
- ----------------------------------------------------- officer)
John R. Beaver

* Chairman of the Board July 24, 1997
- -----------------------------------------------------
Michael J. Ferris

* Director July 24, 1997
- -----------------------------------------------------
William L. Mahone

*By: /s/ KENT R. STEPHENSON
------------------------------------------------
Kent R. Stephenson
Attorney-in-Fact

II-10
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SIGNATURES

BLACK MOUNTAIN POWER COMPANY

By: /s/ KENT R. STEPHENSON

----------------------------------
Name: Kent R. Stephenson
Title: Vice President

Pursuant to the requirements of the Securities Act of 1933, this amendment
to the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

* President and Director (principal July 24, 1997
- ----------------------------------------------------- executive officer)
Terry K. Graves

* Vice President and Chief Financial July 24, 1997
- ----------------------------------------------------- Officer and Director (principal
Philip J. Ablove financial officer)

* Controller (principal accounting July 24, 1997
- ----------------------------------------------------- officer)
John R. Beaver

* Chairman of the Board July 24, 1997
- -----------------------------------------------------
Michael J. Ferris

* Director July 24, 1997
- -----------------------------------------------------
James E. Glattly

*By: /s/ KENT R. STEPHENSON
------------------------------------------------
Kent R. Stephenson
Attorney-in-Fact

II-11
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SIGNATURES

ALL-PURE CHEMICAL NORTHWEST, INC.

By: /s/ KENT R. STEPHENSON

----------------------------------
Name: Kent R. Stephenson
Title: Vice President

Pursuant to the requirements of the Securities Act of 1933, this amendment
to the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

* President and Director (principal July 24, 1997
- ----------------------------------------------------- executive officer)
Ronald E. Ciora

* Vice President and Chief Financial July 24, 1997
- ----------------------------------------------------- Officer and Director (principal
Philip J. Ablove financial officer)

* Controller (principal accounting July 24, 1997
- ----------------------------------------------------- officer)
John R. Beaver

* Chairman of the Board July 24, 1997
- -----------------------------------------------------
Michael J. Ferris

*By: /s/ KENT R. STEPHENSON
------------------------------------------------
Kent R. Stephenson
Attorney-in-Fact

II-12
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SIGNATURES

PIONEER CHLOR ALKALI INTERNATIONAL, INC.

By: /s/ KENT R. STEPHENSON

----------------------------------------
Name: Kent R. Stephenson
Title: Vice President

Pursuant to the requirements of the Securities Act of 1933, this amendment
to the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

* Chairman of the Board (principal July 24, 1997
- ----------------------------------------------------- executive officer)
Michael J. Ferris

* Vice President (principal financial July 24, 1997
- ----------------------------------------------------- officer)
Philip J. Ablove

* Controller (principal accounting July 24, 1997
- ----------------------------------------------------- officer)
John R. Beaver

* Director July 24, 1997
- -----------------------------------------------------
David F. Callaghan

* Director July 24, 1997
- -----------------------------------------------------
James A. Fields

* Director July 24, 1997
- -----------------------------------------------------
David A. Leslie

*By: /s/ KENT R. STEPHENSON
------------------------------------------------
Kent R. Stephenson
Attorney-in-Fact

II-13
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SIGNATURES

G. O. W. CORPORATION

By: /s/ KENT R. STEPHENSON

----------------------------------
Name: Kent R. Stephenson
Title: Vice President

Pursuant to the requirements of the Securities Act of 1933, this amendment
to the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

* President and Director (principal July 24, 1997
- ----------------------------------------------------- executive officer)
Terry K. Graves

* Vice President and Chief Financial July 24, 1997
- ----------------------------------------------------- Officer (principal financial
Philip J. Ablove officer)

* Controller (principal accounting July 24, 1997
- ----------------------------------------------------- officer)
John R. Beaver

*By: /s/ KENT R. STEPHENSON
------------------------------------------------
Kent R. Stephenson
Attorney-in-Fact

II-14
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SIGNATURES

PIONEER (EAST), INC.

By: /s/ KENT R. STEPHENSON

----------------------------------
Name: Kent R. Stephenson
Title: President

Pursuant to the requirements of the Securities Act of 1933, this amendment
to the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

/s/ KENT R. STEPHENSON President, Secretary and Chairman of July 24, 1997
- ----------------------------------------------------- the Board (principal executive
Kent R. Stephenson officer)

* Treasurer and Director (principal July 24, 1997
- ----------------------------------------------------- financial and accounting officer)
Robert C. Williams

* Director July 24, 1997
- -----------------------------------------------------
Victoria L. Garrett

*By: /s/ KENT R. STEPHENSON
------------------------------------------------
Kent R. Stephenson
Attorney-in-Fact

II-15
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SIGNATURES

T.C. HOLDINGS, INC.

By: /s/ KENT R. STEPHENSON

----------------------------------
Name: Kent R. Stephenson
Title: Vice President

Pursuant to the requirements of the Securities Act of 1933, this amendment
to the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

* President and Director (principal July 24, 1997
- ----------------------------------------------------- executive officer)
Ronald E. Ciora

* Vice President and Chief Financial July 24, 1997
- ----------------------------------------------------- Officer and Director (principal
Philip J. Ablove financial officer)

* Controller (principal accounting July 24, 1997
- ----------------------------------------------------- officer)
John R. Beaver

* Chairman of the Board July 24, 1997
- -----------------------------------------------------
Michael J. Ferris

* Director July 24, 1997
- -----------------------------------------------------
William L. Mahone

*By: /s/ KENT R. STEPHENSON
------------------------------------------------
Kent R. Stephenson
Attorney-in-Fact

II-16
18

SIGNATURES

T.C. PRODUCTS, INC.

By: /s/ KENT R. STEPHENSON

----------------------------------
Name: Kent R. Stephenson
Title: Vice President

Pursuant to the requirements of the Securities Act of 1933, this amendment
to the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

* President and Director (principal July 24, 1997
- ----------------------------------------------------- executive officer)
Ronald E. Ciora

* Vice President and Chief Financial July 24, 1997
- ----------------------------------------------------- Officer and Director (principal
Philip J. Ablove financial officer)

* Controller (principal accounting July 24, 1997
- ----------------------------------------------------- officer)
John R. Beaver

* Chairman of the Board July 24, 1997
- -----------------------------------------------------
Michael J. Ferris

* Director July 24, 1997
- -----------------------------------------------------
William L. Mahone

*By: /s/ KENT R. STEPHENSON
------------------------------------------------
Kent R. Stephenson
Attorney-in-Fact

II-17
19

EXHIBIT INDEX

EXHIBIT DESCRIPTION
------- -----------

*2.1 -- Asset Purchase Agreement, dated as of May 14, 1997, by
and among OCC Tacoma, Inc. and Pioneer (incorporated by
reference to Exhibit 2 to the Company's Current Report on
Form 8-K, dated June 17, 1997).
*3.1 -- Certificate of Incorporation of PAAC (incorporated by
reference to Exhibit 3.1 to the Company's Registration
Statement on Form S-4 (File No. 33-98828) declared
effective by the Commission on December 22, 1995).
*3.2 -- By-laws of PAAC (incorporated by reference to Exhibit 3.2
to the Company's Registration Statement on Form S-4 (File
No. 33-98828) declared effective by the Commission on
December 22, 1995).
*3.3 -- Certificate of Incorporation of PAI (incorporated by
reference to Exhibit 3.3 to the Company's Registration
Statement on Form S-4 (File No. 33-98828) declared
effective by the Commission on December 22, 1995).
*3.4 -- By-laws of PAI (incorporated by reference to Exhibit 3.4
to the Company's Registration Statement on Form S-4 (File
No. 33-98828) declared effective by the Commission on
December 22, 1995).
*3.5 -- Certificate of Incorporation of PCAC (incorporated by
reference to Exhibit 3.5 to the Company's Registration
Statement on Form S-4 (File No. 33-98828) declared
effective by the Commission on December 22, 1995).
*3.6 -- By-laws of PCAC (Incorporated by reference to Exhibit 3.6
to the Company's Registration Statement on Form S-4 (File
No. 33-98828) declared effective by the Commission on
December 22, 1995).
*3.7 -- Certificate of Incorporation of Imperial West
(incorporated by reference to Exhibit 3.7 to the
Company's Registration Statement on Form S-4 (File No.
33-98828) declared effective by the Commission on
December 22, 1995).
*3.8 -- By-laws of Imperial West (incorporated by reference to
Exhibit 3.8 to the Company's Registration Statement on
Form S-4 (File No. 33-98828) declared effective by the
Commission on December 22, 1995).
*3.9 -- Certificate of Incorporation of All-Pure (incorporated by
reference to Exhibit 3.9 to the Company's Registration
Statement on Form S-4 (File No. 33-98828) declared
effective by the Commission on December 22, 1995).
*3.10 -- By-laws of All-Pure (incorporated by reference to Exhibit
3.10 to the Company's Registration Statement on Form S-4
(File No. 33-98828) declared effective by the Commission
on December 22, 1995).
*3.11 -- Certificate of Incorporation of Black Mountain Power
Company (incorporated by reference to Exhibit 3.11 to the
Company's Registration Statement on Form S-4 (File No.
33-98828) declared effective by the Commission on
December 22, 1995).
*3.12 -- By-laws of Black Mountain Power Company (incorporated by
reference to Exhibit 3.12 to the Company's Registration
Statement on Form S-4 (File No. 33-98828) declared
effective by the Commission on December 22, 1995).
*3.13 -- Certificate of Incorporation of All-Pure Chemical
Northwest, Inc. (incorporated by reference to Exhibit
3.13 to the Company's Registration Statement on Form S-4
(File No. 33-98828) declared effective by the Commission
on December 22, 1995).
*3.14 -- By-laws of All-Pure Chemical Northwest, Inc.
(incorporated by reference to Exhibit 3.14 to the
Company's Registration Statement on Form S-4 (File No.
33-98828) declared effective by the Commission on
December 22, 1995).

EXHIBIT DESCRIPTION
------- -----------

*3.15 -- Certificate of Incorporation of Pioneer Chlor Alkali
International, Inc. (incorporated by reference to Exhibit
3.15 to the Company's Registration Statement on Form S-4
(File No. 33-98828) declared effective by the Commission
on December 22, 1995).
*3.16 -- By-laws of Pioneer Chlor Alkali International, Inc.
(incorporated by reference to Exhibit 3.16 to the
Company's Registration Statement on Form S-4 (File No.
33-98828) declared effective by the Commission on
December 22, 1995).
*3.17 -- Certificate of Incorporation of G.O.W. Corporation
(incorporated by reference to Exhibit 3.17 to the
Company's Registration Statement on Form S-4 (File No.
33-98828) declared effective by the Commission on
December 22, 1995).
*3.18 -- By-laws of G.O.W. Corporation (incorporated by reference
to Exhibit 3.18 to the Company's Registration Statement
on Form S-4 (File No. 33-98828) declared effective by the
Commission on December 22, 1995).
*3.19 -- Certificate of Incorporation of Pioneer (East), Inc.
*3.20 -- By-laws of Pioneer (East), Inc.
*3.21 -- Certificate of Incorporation of T.C. Holdings, Inc.
*3.22 -- By-laws of T.C. Holdings, Inc.
*3.23 -- Certificate of Incorporation of T.C. Products, Inc.
*3.24 -- By-laws of T.C. Products, Inc.
*4.1 -- Indenture, dated as of June 17, 1997, by and among PAAC,
the Subsidiary Guarantors defined therein and United
States Trust Company of New York, as Trustee, relating to
$200,000,000 principal amount of 9 1/4% Series A Senior
Notes due 2007, including form of Note and Guarantees.
*4.2(a) -- Deed of Trust, Assignment of Leases and Rents, Security
Agreement, Fixture Filing and Financing Statement by PCAC
(Tacoma, Washington).
*4.2(b) -- Mortgage, Assignment of Leases and Rents, Security
Agreement, Fixture Filing and Financing Statement by PCAC
(St. Gabriel, Louisiana).
*4.2(c) -- Deed of Trust, Assignment of Leases and Rents, Security
Agreement, Fixture Filing and Financing Statement by PCAC
(Henderson, Nevada).
*4.3(a) -- Term Loan Agreement, dated as of June 17, 1997, among
PAAC, Various Financial Institutions, as Lenders, DLJ
Capital Funding, Inc., as the Syndication Agent, Salomon
Brothers Holding Company Inc, as the Documentation Agent
and Bank of America Illinois, as the Administrative Agent
(the "Term Loan Agreement").
*4.3(b) -- Subsidiary Guaranty, dated June 17, 1997, executed by
each of the Subsidiaries party thereto, as guarantor,
respectively, in favor of the Lenders, guaranteeing the
obligations of one another under the Term Loan Agreement.
*4.4 -- Security Agreement, dated as of June 17, 1997, among PCAC
and United States Trust Company of New York, as
Collateral Agent.
*4.5 -- Stock Pledge Agreement, dated as of June 17, 1997, among
PAI and United States Trust Company of New York, as
Collateral Agent.
*4.6(a) -- Loan and Security Agreement, dated as of June 17, 1997,
by and among PAAC, Bank of America Illinois, as Agent and
Lender and the other Lenders party thereto (the
"Revolving Loan Agreement").
*4.6(b) -- Master Corporate Guaranty, dated June 17, 1997, executed
by each of the Subsidiaries party thereto, as guarantor,
respectively, in favor of Bank of America Illinois, as
Agent, for the ratable benefit of the Lenders,
guaranteeing the obligations of one another under the
Revolving Loan Agreement.

EXHIBIT DESCRIPTION
------- -----------

*4.6(c) -- Master Security Agreement, dated June 17, 1997, executed
by each of the Subsidiaries party thereto, as debtor,
respectively, in favor of Bank of America Illinois, as
Agent, for the ratable benefit of the lenders
*4.7 -- Intercreditor and Collateral Agency Agreement, dated as
of June 17, 1997 by and among United States Trust Company
of New York, as Trustee and Collateral Agent, Bank of
America Illinois, as Agent, PAAC, PAI and PCAC.
*4.8 -- Exchange and Registration Rights Agreement, dated as of
June 17, 1997, by and among PAAC, the Subsidiary
Guarantors and the Initial Purchasers.
5.1 -- Opinion of Willkie Farr & Gallagher.
5.2 -- Opinion of Kent R. Stephenson, Esq.
8.1 -- Opinion of Willkie Farr & Gallagher with respect to
certain tax matters.
*10.1 -- Contingent Payment Agreement, dated as of April 20, 1995,
by and among Pioneer (formerly, GEV corporation), PAAC
and the Sellers defined therein (incorporated by
reference to Exhibit 10.2 to the Current Report on Form
8-K of Pioneer, dated April 20, 1995).
*10.2 -- Tax Sharing Agreement, dated as of April 20, 1995, by and
among Pioneer, PAAC and the Subsidiary Guarantors defined
therein (incorporated by reference to Exhibit 10.3 to the
Company's Registration Statement on Form S-4 (File No.
33-98828) declared effective by the Commission on
December 22, 1995).
*10.3 -- Pioneer Companies, Inc. 1995 Stock Incentive Plan
(incorporated by reference to Exhibit 10.4 to the
Company's Registration Statement on Form S-4 (File No.
33-98828) declared effective by the Commission on
December 22, 1995).
*10.4 -- Pioneer Companies, Inc. Key Executive Stock Grant Plan
(incorporated by reference to Exhibit 10.2 to the
Quarterly Report on Form 10-Q of Pioneer for the
quarterly period ended June 30, 1996).
*10.5 -- Pioneer Chlor Alkali Company, Inc. Supplemental
Retirement Plan (incorporated by reference to Exhibit
10.5 to the Annual Report on Form 10-K of Pioneer for the
fiscal year ended December 31, 1995).
*10.6 -- Employment Agreement, dated as of April 20, 1995, between
Pioneer and Richard C. Kellogg, Jr. (incorporated by
reference to Exhibit 10.1 to the Quarterly Report on Form
10-Q of Pioneer for the quarterly period ended June 30,
1995).
*10.7 -- Employment Agreement, dated November 1, 1992, and First
Amendment to Employment Agreement, dated as of April 20,
1995, between Pioneer Chlor Alkali Company, Inc. and Paul
J. Kienholz (incorporated by reference to Exhibit 10.7 to
Pioneer's Annual Report on Form 10-K for the year ended
December 31, 1995).
*10.8 -- Employment Agreement, dated April 20, 1995, between
Pioneer Americas, Inc. and James E. Glattly (incorporated
by reference to Exhibit 10.8 to Pioneer's Annual Report
on Form 10-K for the year ended December 31, 1995).
*10.9 -- Employment Agreement, dated April 20, 1995, between
Pioneer Americas, Inc. and Verrill M. Norwood, Jr.
(incorporated by reference to Exhibit 10.9 to Pioneer's
Annual Report on Form 10-K for the year ended December
31, 1995).
*10.10 -- Executive Employment Agreement, dated January 4, 1997,
between Pioneer Companies, Inc. and Michael J. Ferris
(incorporated by reference to Exhibit 10.10 to the Annual
Report on Form 10-K of the Company for the fiscal year
ended December 31, 1996).

EXHIBIT DESCRIPTION
------- -----------

*10.11 -- Stock Purchase Agreement, dated January 4, 1997, between
Pioneer Companies, Inc. and Michael J. Ferris
(incorporated by reference to Exhibit 10.11 to the Annual
Report on Form 10-K of the Company for the fiscal year
ended December 31, 1996).
*10.12 -- Non-Qualified Stock Option Agreement, dated January 4,
1997, between Pioneer Companies, Inc. and Michael J.
Ferris (incorporated by reference to Exhibit 10.12 to the
Annual Report on Form 10-K of the Company for the fiscal
year ended December 31, 1996).
10.13 -- Chlorine and Caustic Soda Sales Agreement, dated as of
June 17, 1997, between Occidental Chemical Corporation
and PCAC.
10.14 -- Chlorine Purchase Agreement, dated as of June 17, 1997,
between OCC Tacoma, Inc. and PCAC.
+10.15 -- Environmental Operating Agreement, dated as of June 17,
1997, between OCC Tacoma and PCAC
*12.1 -- Statement Regarding Computation of Ratio of Earnings to
Fixed Charges.
*16.1 -- Letter from Ernst & Young LLP regarding change in
independent accountants (incorporated by reference to
Exhibit 16.1 to the Company's Registration Statement on
Form S-4 (File No. 33-98828) declared effective by the
Commission on December 22, 1995).
*21.1 -- Subsidiaries of the Registrants.
*23.1 -- Independent Auditors' Consent of Deloitte & Touche LLP.
*23.2 -- Independent Auditors' Consent of Ernst & Young LLP.
*23.3 -- Independent Auditors' Consent of Piercy, Bowler, Taylor &
Kern.
*23.4 -- Independent Public Accountants' Consent of Arthur
Andersen LLP.
23.5 -- Consents of Willkie Farr & Gallagher (included in their
opinions filed as Exhibits 5.1 and 8.1).
23.6 -- Consent of Kent R. Stephenson, Esq. (included in his
opinion filed as Exhibit 5.2).
*24.1 -- Powers of Attorney (included in the signature pages
hereto).
*25.1 -- Statement on Form T-1 of Eligibility of Trustee.
*99.1 -- Form of Letter of Transmittal.
*99.2 -- Form of Notice of Guaranteed Delivery.
*99.3 -- Form of Letter to Clients.
*99.4 -- Form of Letter to Nominees.

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

* Previously filed.

+ Confidential treatment has been requested for portions of this agreement.