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Pioneer Announces Debt Tender Offer

DALLAS, Apr 27, 2006 (BUSINESS WIRE) -- Pioneer Natural Resources Company (NYSE:PXD) today announced that it has commenced an offer to purchase for cash (the "Tender Offer") any and all of its outstanding 6.50% Senior Notes due 2008 (CUSIP No. 723787 AA5)(the "Notes"). Pioneer is offering an early tender payment of $20 per $1,000 principal amount of Notes to holders who validly tender their Notes before 5:00 p.m., New York City time, on Wednesday, May 10, 2006 (the "Early Tender Date"). The Tender Offer expires at 12:00 midnight, New York City time, on Wednesday, May 24, 2006 (the "Expiration Date").

Pioneer is offering to purchase any and all of the $350 million aggregate principal amount of Notes currently outstanding. The tender price for the Notes is based on a fixed-spread pricing formula described below. Pioneer will also pay accrued and unpaid interest on the Notes accepted in the Tender Offer to, but not including, the applicable settlement date.

The Tender Price for Notes Tendered

he tender price for each $1,000 principal amount of Notes validly tendered and accepted for payment pursuant to the tender offer will be calculated as of 10:00 a.m., New York City time, on the Early Tender Date and will be an amount equal to (i) the present value on the early settlement date of each $1,000 principal amount of Notes and all scheduled interest payments on the Notes from the early settlement date up to and including the maturity date, discounted on the basis of a yield to the maturity date equal to the sum of (a) the bid-side yield on the applicable reference U.S. Treasury Security listed in the table below, as calculated by the dealer manager, in accordance with standard market practice, plus (b) the applicable fixed spread listed in the table below, minus (ii) accrued and unpaid interest to, but not including, the early settlement date, minus (iii) the early tender payment, being rounded to the nearest cent per $1,000 principal amount of the Notes.

Fixed Spread
                          Reference          Reference     (in basis
      Series        U.S. Treasury Security    Source(a)      points)
------------------- ----------------------  ------------  ------------
6.50% Senior Notes       4.375% U.S.            PX4           +35
      due 2008         Treasury Notes
                    due December 31, 2007

(a) Refers to the page number of the Bloomberg Government Pricing
    Monitor

The Early Tender Payment for Notes Tendered Early

To encourage holders to tender early, the Company is offering an early tender payment of $20 per $1,000 principal amount of Notes for Notes that are validly tendered on or before the Early Tender Date. The early tender payment will be paid in cash on the early settlement date with respect to those Notes.

The Early Tender Price for Notes Tendered Early

The early tender price consists of the tender price, plus the early tender payment. Holders of Notes that validly tender (and do not validly withdraw) Notes on or before the Early Tender Date will be entitled to the early tender price, plus accrued and unpaid interest to, but not including, the early settlement date. Holders of Notes that validly tender Notes after the Early Tender Date but on or prior to the Expiration Date will be entitled to receive only the tender price, plus accrued and unpaid interest to, but not including, the final settlement date.

The early settlement date is expected to be May 11, 2006, and the final settlement date is expected to be May 25, 2006. Pioneer may extend the Early Tender Date, early settlement date, Expiration Date and final settlement date in its sole discretion.

The terms and conditions of the Tender Offer are described in Pioneer's Offer to Purchase dated April 27, 2006. Pioneer's obligation to accept the Notes validly tendered in the Tender Offer is conditioned on, among other things, the successful closing of its public offering of $450 million principal amount of 6.875% Senior Notes due 2018.

Pioneer has engaged D.F. King & Co., Inc., to act as information agent in connection with the Tender Offer. Requests for copies of the Offer to Purchase and questions regarding the Tender Offer may be directed to D.F. King & Co., Inc. at 1(800)758-5378 (US toll-free) or 1(212)269-5550 (collect). Pioneer has engaged Deutsche Bank Securities Inc. to act as dealer manager in connection with the Tender Offer. Questions regarding the Tender Offer may be directed to Deutsche Bank Securities Inc., Liability Management Group at 1(866)627-0391 (US toll-free) or 1(212)250-2955 (collect).

This announcement is not an offer to purchase or a solicitation of an offer to purchase. The Tender Offer will be made solely by the Offer to Purchase dated April 27, 2006.

Neither the Offer to Purchase nor any related document has been filed with the Securities and Exchange Commission, nor has any such document been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer to Purchase or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.

The Tender Offer is not being made to, nor will Pioneer accept tenders of Notes from, holders in any jurisdiction in which the Tender Offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.

Pioneer is a large independent oil and gas exploration and production company with operations in the United States, Canada and Africa. Pioneer's headquarters are in Dallas, Texas. For more information, visit Pioneer's website at www.pxd.com.

SOURCE: Pioneer Natural Resources Company

Pioneer Natural Resources Company, Dallas
Investors:                        
Frank Hopkins, 972-444-9001
or
Media and Public Affairs:         
Susan Spratlen, 972-444-9001

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