Pioneer Drilling Co (PDC)

Principal Accounting Fees and Services

The aggregate fees billed by KPMG LLP in the fiscal year ended December 31, 2008 and the nine month fiscal year ended December 31, 2007 for services are as follows:

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Audit Committee’s Pre-Approval Policies and Procedures. The audit committee has established a policy for the pre-approval of audit and non-audit services performed for us by the independent auditors, which also specifies the types of services that the independent auditors may and may not provide to us. The policy provides for general pre-approval of services and specific case-by-case approval of certain services. The services that are pre-approved include audit services and audit-related services, such as due diligence services pertaining to potential business acquisitions and dispositions, and may also include other services. The audit committee approved all of the fees and services described above. At the present time, we use a third party other than KPMG LLP to prepare our tax returns and assist with tax-compliance issues. The term of any pre-approval is twelve months and is generally subject to certain specific budgeted amounts or ratios, as determined by the audit committee. The audit committee may revise the list of general pre-approved services from time to time based on subsequent determinations. Unless a type of service has received general pre-approval, it will require specific pre-approval by the audit committee. Any proposed services which were addressed in the pre-approval, but which exceed pre-approved cost levels or budgeted amounts, will also require specific pre-approval by the audit committee. The audit committee does not delegate its responsibilities concerning pre-approval of services to management. The independent registered public accounting firm and management are required to periodically report to the audit committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for services performed to date.

During the fiscal year ended December 31, 2008, no pre-approval requirements were waived pursuant to the limited waiver provisions in applicable rules of the SEC.

Principal Accounting Fees and Services

Audit Fees. The aggregate fees billed for professional services rendered by KPMG LLP for the audit of our annual financial statements, audit of our internal control over financial reporting and review of financial statements included in our Form 10-Qs were $370,000 in fiscal 2007 and $370,000 in fiscal 2006.

Audit-Related Fees. There were no fees billed for assurance or related services to us by KPMG LLP that were related to the performance of the audit or review of our financial statements and not reported in Audit Fees above in fiscal 2007, and the aggregate of such fees in fiscal 2006 was $35,970. The fiscal 2006 audit-related fees were for accounting services related to other public filings and acquisitions.

Tax Fees. There were no fees billed for professional services rendered to us by KPMG LLP for tax compliance, tax advice or tax planning in either fiscal 2007 or fiscal 2006.

All Other Fees. There were no fees billed by KPMG LLP for products or services provided to us by KPMG LLP in either fiscal 2007 or fiscal 2006 other than the services reported in Audit Fees above.

Audit Committee’s Pre-Approval Policies and Procedures. The audit committee has established a policy for the pre-approval of audit and non-audit services performed for us by the independent auditors, which also specifies the types of services that the independent auditors may and may not provide to us. The policy provides for general pre-approval of services and specific case-by-case approval of certain services. The services that are pre-approved include audit services and audit-related services, such as due diligence services pertaining to potential business acquisitions and dispositions, and may also include other services. At the present time, we use a third party other than KPMG LLP to prepare our tax returns and assist with tax-compliance issues. The term of any pre-approval is 12 months and is generally subject to certain specific budgeted amounts or ratios, as determined by the audit committee. The audit committee may revise the list of general pre-approved services from time to time based on subsequent determinations. Unless a type of service has received general pre-approval, it will require specific pre-approval by the audit committee. Any proposed services which were addressed in the pre-approval, but which exceed pre-approved cost levels or budgeted amounts, will also require specific pre-approval by the audit committee. The audit committee does not delegate its responsibilities concerning pre-approval of services to management. The independent registered public accounting firm and management are required to periodically report to the audit committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for services performed to date.

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During fiscal 2007, no pre-approval requirements were waived pursuant to the limited waiver provisions in applicable rules of the SEC.

Principal Accounting Fees and Services

Audit Fees. The aggregate fees billed for professional services rendered by KPMG LLP for the audit of our annual financial statements, audit of our internal controls and review of financial statements included in our Form 10-Qs were $370,000 in fiscal 2006 and $380,000 in fiscal 2005.

Audit-Related Fees. The aggregate fees billed for assurance and related services by KPMG LLP that are reasonably related to the performance of the audit or review of our financial statements and not reported in Audit Fees above were $35,970 in fiscal 2006 and $250,271 in fiscal 2005. These audit-related fees were for accounting services related to other public filings and acquisitions.

Tax Fees. The aggregate fees billed for professional services rendered by KPMG LLP for tax compliance, tax advice and tax planning was $0 in fiscal 2006 and $5,000 in fiscal 2005. These tax fees related to an analysis of Section 382 of the Internal Revenue Code for the determination of any limitation on our tax loss carry forwards in fiscal 2005.

All Other Fees. There were no fees billed by KPMG LLP for products and services provided by KPMG LLP in either fiscal 2006 or fiscal 2005 other than the services reported in Audit Fee, Audit-Related Fees and Tax Fees above.

Audit Committee’s Pre-Approval Policies and Procedures. The audit committee has established a policy for the pre-approval of audit and non-audit services performed for us by the independent auditors, which also specifies the types of services that the independent auditors may and may not provide to us. The policy provides for general pre-approval of services and specific case-by-case approval of certain services. The services that are pre-approved include audit services and audit-related services, such as due diligence services pertaining to potential business acquisitions and dispositions, and may also include other services. At the present time, we use a third party other than KPMG LLP to prepare our tax returns and deal with tax -compliance issues. The term of any pre-approval is 12 months and is generally subject to certain specific budgeted amounts or ratios, as determined by the audit committee. The audit committee may revise the list of general pre-approved services from time to time based on subsequent determinations. Unless a type of service has received general pre-approval, it will require specific pre-approval by the audit committee. Any proposed services which were addressed in the pre-approval, but which exceed pre-approved cost levels or budgeted amounts, will also require specific pre-approval by the audit committee. The audit committee does not delegate its responsibilities concerning pre-approval of services to management. The independent auditors and management are required to periodically report to the audit committee regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for services performed to date.

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During fiscal 2006, no pre-approval requirements were waived for services included in the Audit-Related Fees, Tax Fees and All Other Fees captions above pursuant to the limited waiver provisions in applicable rules of the SEC.

Principal Accounting Fees and Services

        Audit Fees.    The aggregate fees billed for professional services rendered by KPMG LLP for the audit of our annual financial statements, audit of our internal controls and review of financial statements included in our Form 10-Qs were $380,000 in fiscal 2005. The aggregate fees billed for professional services rendered by KPMG LLP for the audit of our annual financial statements and review of financial statements included in our Form 10-Qs were $182,500 in fiscal 2004.

        Audit-Related Fees.    The aggregate fees billed for assurance and related services by KPMG LLP that are reasonably related to the performance of the audit or review of our financial statements and not reported in Audit Fees above was $250,271 in fiscal 2005 and $2,200 in fiscal 2004. These audit-related fees consisted of accounting matters related to other public filings and acquisitions.

        Tax Fees.    The aggregate fees billed for professional services rendered by KPMG LLP for tax compliance, tax advice and tax planning was $5,000 in fiscal 2005 and $11,500 in fiscal 2004. These tax fees related to an analysis of IRS Section 382 for the determination of any limitation on our tax loss carry forwards in fiscal 2005 and 2004.

        All Other Fees.    There were no fees billed by KPMG LLP for products and services provided by KPMG LLP in either fiscal 2005 or fiscal 2004 other than the services reported in Audit Fee, Audit-Related Fees and Tax Fees above.

        Audit Committee's Pre-Approval Policies and Procedures.    The audit committee has established a policy for the pre-approval of audit and non-audit services performed for us by the independent auditors, which also specifies the types of services that the independent auditors may and may not provide to us. The policy provides for general pre-approval of services and specific case-by-case approval of certain services. The services that are pre-approved include audit services and audit-related services such as due diligence services pertaining to potential business acquisitions and dispositions, and may also include other services. At the present time, we use a third party other than KPMG LLP to prepare our tax returns and deal with tax compliance issues; therefore, no pre-approval of tax services to be provided by KPMG LLP is required. The term of any pre-approval is 12 months and is generally

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subject to certain specific budgeted amounts or ratios as determined by the audit committee. The audit committee may revise the list of general pre-approved services from time to time based on subsequent determinations. Unless a type of service has received general pre-approval, it will require specific pre-approval by the audit committee. Any proposed services which were addressed in the pre-approval, but exceed pre-approved cost levels or budgeted amounts will also require specific pre-approval by the audit committee. The audit committee does not delegate its responsibilities concerning pre-approval of services to management. The independent auditors and management are required to periodically report to the audit committee regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for services performed to date.

        During fiscal 2005, no pre-approval requirements were waived for services included in the Audit-Related Fees, Tax Fees and All Other Fees captions above pursuant to the limited waiver provisions in applicable rules of the SEC.

        Our board of directors unanimously recommends a vote "FOR" the ratification of the appointment of KPMG LLP as independent auditors of Pioneer Drilling Company for the fiscal year ending March 31, 2006.