PIONEER RAILCORP
10QSB, EX-20.2, 2000-08-09
RAILROADS, LINE-HAUL OPERATING
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                                PIONEER RAILCORP

                    PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
                                  JUNE 20, 2000




ELECTION OF DIRECTORS:

Guy L. Brenkman, J. Michael Carr, Orvel L. Cox, John S. Fulton, Timothy F. Shea

         FOR all nominees listed above
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         FOR all nominees listed above, except
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         WITHHOLD authority to vote for all nominees listed above
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PROPOSAL 1 - Ratification of Appointment of Independent Public Accountants

         FOR the appointment of McGladrey & Pullen, LLP as the Company's 2000
         independent public accountants
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         AGAINST the appointment of McGladrey & Pullen, LLP as the Company's
         2000 independent public accountants
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THE  UNDERSIGNED  APPOINTS  GUY L.  BRENKMAN AS PROXY,  TO VOTE THEIR  SHARES AS
DIRECTED ABOVE AT THE 2000 ANNUAL MEETING OF  STOCKHOLDERS  AND ANY  ADJOURNMENT
THEREOF. IF NOT OTHERWISE  SPECIFIED,  THIS PROXY WILL BE VOTED FOR THE ELECTION
OF THE PERSONS  NOMINATED FOR DIRECTORS AND FOR BOTH PROPOSALS  SUBMITTED BY THE
COMPANY AS OUTLINED IN THE PROXY STATEMENT.

Dated:                                  , 2000
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Signature

Signature if Held Jointly



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