EXHIBIT 4.4

                          THIRD SUPPLEMENTAL INDENTURE

     THIS THIRD  SUPPLEMENTAL  INDENTURE  dated as of  September  30, 2004 (this
"Supplemental  Indenture"),  is  entered  into by and  between  Pioneer  Natural
Resources  Company, a Delaware  corporation (the "Company"),  and Wachovia Bank,
National Association, as trustee (the "Trustee").  Capitalized terms used herein
and not otherwise defined have the meanings set forth in the Indenture  referred
to below.

                                    RECITALS

     A.  Pioneer  Debt  Sub,  LLC,  a  Texas  limited  liability  company  and a
wholly-owned subsidiary of the Company ("Debt Sub"), has heretofore executed and
delivered to the Trustee an indenture (as heretofore  amended and  supplemented,
the  "Indenture"),  dated as of March 10,  2004,  providing  for the issuance of
5.875% Senior Subordinated Notes due 2012 (the "Securities").

     B. Debt Sub has  entered  into an  Agreement  and Plan of  Merger  with the
Company dated as of September  29, 2004,  pursuant to which Debt Sub merged with
and into the  Company,  with  the  Company  as the  surviving  corporation  (the
"Merger").

     C. Pursuant to Article V of the Indenture, upon consummation of the Merger,
the Company shall  expressly  assume,  by supplemental  indenture,  executed and
delivered to the Trustee all obligations of Debt Sub under the Indenture and the
Securities  and the Company  will  succeed to, and be  substituted  for, and may
exercise  every  right  and  power  of Debt  Sub  under  the  Indenture  and the
Securities.

     D. In accordance with Section 9.1(2) of the Indenture,  the Company and the
Trustee are  authorized  to execute and deliver this  Supplemental  Indenture to
amend  the  Indenture  to  provide  for the  assumption  by the  Company  of the
obligations  of Debt Sub under the  Indenture  and the  Securities  without  the
consent of any Holder.

     E. The  Company  desires and has  requested  the Trustee to join with it in
entering  into this  Supplemental  Indenture  for the  purpose of  amending  the
Indenture to provide for the  assumption  by the Company of the  obligations  of
Debt Sub under the Indenture and the Securities.

     F. The Company  has duly  authorized  the  execution  and  delivery of this
Supplemental Indenture.

                                   AGREEMENTS

     NOW,  THEREFORE,  in  consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the Company
and the Trustee mutually covenant and agree for the equal and ratable benefit of
the Holders of the Securities as follows:







     Section 1.  Confirmation  of  Original  Indenture.  Except as  amended  and
supplemented hereby, the Indenture is hereby ratified,  confirmed and reaffirmed
in all respects.  The Indenture and this  Supplemental  Indenture shall be read,
taken and construed as one and the same instrument.

     Section 2. Successor Company  Substituted.  In accordance with Article V of
the Indenture,  upon  consummation of the Merger,  the Company shall succeed to,
and be  substituted  for,  and may  exercise  every right and power of, Debt Sub
under the  Securities  and the Indenture  with the same effect as if the Company
had been named therein as Debt Sub.

     Section 3. Assumption of Obligations.  Upon consummation of the Merger, the
Company  hereby  assumes all of the  obligations of Debt Sub under the Indenture
and the Securities with the same effect as if the Company had been named therein
as Debt Sub.

     Section 4. Miscellaneous.

     (a) Execution of Supplemental  Indenture.  This  Supplemental  Indenture is
executed and shall be construed as an indenture  supplemental  to the  Indenture
and, as provided in the Indenture,  this Supplemental  Indenture forms a part of
the Indenture.

     (b) NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL
GOVERN AND BE USED TO CONSTRUE THIS  SUPPLEMENTAL  INDENTURE BUT WITHOUT  GIVING
EFFECT TO  APPLICABLE  PRINCIPLES  OF  CONFLICTS  OF LAW TO THE EXTENT  THAT THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

     (c)  Counterparts.  The  parties  may sign any  number  of  copies  of this
Supplemental  Indenture.  Each signed copy shall be an original, but all of them
together represent the same agreement.

     (d) Effect of Headings.  The Section  headings  herein are for  convenience
only and shall not affect the construction hereof.

     (e) The  Trustee.  The  Trustee  shall  not be  responsible  in any  manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals  contained  herein,  all of which
recitals are made solely by the Company.



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     IN WITNESS  WHEREOF,  the parties  hereto  have  caused  this  Supplemental
Indenture to be duly executed as of the date first above written.



                                           PIONEER NATURAL RESOURCES COMPANY

                                           By:   /s/ Richard P. Dealy
                                                 ------------------------------
                                                 Name: Richard P. Dealy
                                                 Title: Vice President



                                           WACHOVIA BANK, NATIONAL ASSOCIATION,
                                           as Trustee

                                           By:   /s/ Doug Milner
                                                 ------------------------------
                                                 Authorized Signatory



               Signature Page to the Third Supplemental Indenture
                       (5.875% Senior Subordinated Notes)