<PAGE>  1



                           UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                     Washington,  D.C.  20549



                             FORM 10-Q
        Quarterly Report Pursuant to Section 13 or 15(d) of
                the Securities Exchange Act of 1934


For the Quarter Ended September 30, 1998 Commission File No. 1-5591


                     PENNZOIL PRODUCTS COMPANY
(or "Pennzoil Products Group" - to be renamed "Pennzoil-Quaker State
                             Company")
      (Exact name of registrant as specified in its charter)

             Delaware                          74-1597290
  (State or other jurisdiction of           (I.R.S. Employer
   incorporation or organization)          Identification No.)


                   Pennzoil Place, P.O. Box 2967
                    Houston, Texas  77252-2967
              (Address of principal executive offices)



Registrant's telephone number, including area code:  (713) 546-4000


      Indicate  by check mark whether the registrant (1) has  filed
all  reports  required to be filed by Section 13 or  15(d)  of  the
Securities Exchange Act of 1934 during the preceding 12 months  (or
such  shorter period that the registrant was required to file  such
reports), and (2) has been subject to such filing requirements  for
the past 90 days.  Yes      .  No  X  .

      No  shares of stock were outstanding as of latest practicable
date, November 11, 1998.



<PAGE>
<PAGE>  2

                                              PART I. FINANCIAL INFORMATION

Item 1. Financial Statements
----------------------------

<TABLE>
                                                PENNZOIL PRODUCTS GROUP
                            CONDENSED COMBINED STATEMENT OF INCOME AND COMPREHENSIVE INCOME
                                                      (UNAUDITED)
<CAPTION>

                                                                       Three Months Ended                 Nine Months Ended
                                                                          September 30                       September 30
                                                                  ----------------------------      ----------------------------
                                                                     1998             1997             1998             1997
                                                                  -----------      -----------      -----------      -----------
                                                                        (Expressed in thousands except per share amounts)
<S>                                                               <C>              <C>              <C>              <C>
REVENUES                                                          $  474,852       $  515,656       $1,417,264       $1,544,971

COSTS AND EXPENSES
   Cost of sales                                                     336,011          295,851          920,258          920,372
   Purchases from affiliate                                            5,513           83,114          109,839          254,030
   Selling, general and administrative                                91,330           89,368          254,777          254,923
   Depreciation and amortization                                      19,654           17,195           56,329           47,159
   Taxes, other than income                                            2,969            3,022            9,051            9,025
   Affiliated interest charges                                        14,204           14,156           42,413           41,794
   Non-affiliated interest charges, net                                3,028            2,869            8,978            2,335
                                                                  -----------      -----------      -----------      -----------
INCOME BEFORE INCOME TAX                                               2,143           10,081           15,619           15,333

Income tax provision                                                   1,507            4,882            8,334            8,483
                                                                  -----------      -----------      -----------      -----------
NET INCOME                                                        $      636       $    5,199       $    7,285       $    6,850
                                                                  ===========      ===========      ===========      ===========



<FN>
<F1>
See Notes to Condensed Combined Financial Statements.
</FN>
</TABLE>


<PAGE>
<PAGE>  3

                                  PART I. FINANCIAL INFORMATION - continued

<TABLE>
                                           PENNZOIL PRODUCTS GROUP
                                      CONDENSED COMBINED BALANCE SHEET

<CAPTION>
                                                                            September 30,         December 31,
                                                                                1998                  1997
                                                                            -------------        -------------
                                                                             (Unaudited)
                                                                                 (Expressed in thousands)
<S>                                                                         <C>                   <C>
ASSETS

Current assets
   Cash and cash equivalents                                                $       6,643        $       9,132
   Receivables                                                                    152,139              143,303
   Crude oil, motor oil and refined products inventories                          199,597              198,273
   Materials and supplies, at average cost                                         12,419               11,814
   Other current assets                                                            33,146               36,838
                                                                            -------------        -------------
Total current assets                                                              403,944              399,360

Property, plant and equipment, net                                                800,394              790,177
Goodwill                                                                          159,902              158,489
Long-term receivables                                                              33,249               40,520
Marketable securities and other investments                                        50,041               45,574
Other assets                                                                      134,963              125,503
                                                                            -------------        -------------

TOTAL ASSETS                                                                $   1,582,493        $   1,559,623
                                                                            =============        =============

LIABILITIES AND SHAREHOLDER'S EQUITY

Current liabilities
   Current maturities of long-term debt                                     $         677        $       2,363
   Accounts payable                                                               137,997              120,577
   Payable to affiliates                                                          514,025              544,390
   Payroll accrued                                                                 17,803               17,825
   Other current liabilities                                                       28,601               46,161
                                                                            -------------        -------------
Total current liabilities                                                         699,103              731,316

Long-term debt, less current maturities
   Long-term debt-affiliated                                                      328,674              336,172
   Other long-term debt                                                            47,637               49,798
                                                                            -------------        -------------
Total long-term debt, less current maturities                                     376,311              385,970
Deferred income tax                                                                20,076                1,179
Capital lease obligations, less current maturities                                 66,217               67,136
Other liabilities                                                                 129,892              117,642
                                                                            -------------        -------------
TOTAL LIABILITIES                                                               1,291,599            1,303,243
                                                                            -------------        -------------
COMMITMENTS AND CONTINGENCIES

SHAREHOLDER'S EQUITY                                                              290,894              256,380
                                                                            -------------        -------------

TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY                                  $   1,582,493        $   1,559,623
                                                                            =============        =============
<FN>
<F1>
See Notes to Condensed Combined Financial Statements.
</FN>
</TABLE>


<PAGE>
<PAGE>  4

                                     PART I. FINANCIAL INFORMATION - continued

<TABLE>
                                              PENNZOIL PRODUCTS GROUP
                                    CONDENSED COMBINED STATEMENT OF CASH FLOWS
                                                    (UNAUDITED)
<CAPTION>

                                                                                          Nine Months Ended
                                                                                             September 30
                                                                                   ---------------------------------
                                                                                      1998                  1997
                                                                                   -----------           -----------
                                                                                        (Expressed in thousands)
<S>                                                                                <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                                                       $    7,285            $    6,850
  Adjustments to reconcile net income to net cash
    provided by operating activities:
      Depreciation and amortization                                                    56,329                47,159
      Deferred income tax                                                              20,421                22,921
      Gain on sales of assets                                                          (9,716)               (1,558)
      Equity investee distributions in excess of earnings                               8,856                  -
      Other non-cash items                                                             21,954                 7,735
      Changes in operating assets and liabilities                                    (102,501)               19,256
                                                                                   -----------           -----------
  Net cash provided by operating activities                                             2,628               102,363
                                                                                   -----------           -----------

CASH FLOWS FROM INVESTING ACTIVITIES
  Capital expenditures                                                                (43,349)             (114,866)
  Proceeds from sales of assets                                                        17,982                10,384
  Other investing activities                                                            8,916               (22,560)
                                                                                   -----------           -----------
  Net cash used in investing activities                                               (16,451)             (127,042)
                                                                                   -----------           -----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Debt and capital lease obligation repayments                                         (6,401)               (8,417)
  Proceeds from notes payable to affiliate                                             17,735                25,802
                                                                                   -----------           -----------
  Net cash provided by financing activities                                            11,334                17,385
                                                                                   -----------           -----------

NET DECREASE IN CASH AND CASH EQUIVALENTS                                              (2,489)               (7,294)


CASH AND CASH EQUIVALENTS, beginning of period                                          9,132                15,797
                                                                                   -----------           -----------

CASH AND CASH EQUIVALENTS, end of period                                           $    6,643            $    8,503
                                                                                   ===========           ===========

<FN>
<F1>
See Notes to Condensed Combined Financial Statements.
</FN>
</TABLE>

<PAGE>
<PAGE>  5

             PART I. FINANCIAL INFORMATION - continued

                      PENNZOIL PRODUCTS GROUP
         NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS
                            (UNAUDITED)


(1)  Basis of Presentation -

     The combined financial statements reflected herein include the
accounts  of  Pennzoil  Products Company  ("PPC")  and  Jiffy  Lube
International ("Jiffy Lube"), wholly owned subsidiaries of Pennzoil
Company   ("Pennzoil"),   collectively  referred  to  as   Pennzoil
Products Group ("PPG"), and have been prepared without audit.   The
foregoing   financial  statements  include  only  normal  recurring
accruals  and all adjustments which PPG considers necessary  for  a
fair  presentation.  Earnings per share have been omitted from  the
Condensed  Combined  Statement of Income and  Comprehensive  Income
because  PPG consists of wholly owned subsidiaries of Pennzoil  and
is not a separate legal entity.

(2)  New  Accounting Standards -

    In June 1997, the Financial Accounting Standards Board ("FASB")
issued  Statement  of Financial Accounting Standards  ("SFAS")  No.
131,  "Disclosure  about  Segments of  an  Enterprise  and  Related
Information," which establishes standards for reporting information
about  operating  segments  in  annual  financial  statements   and
requires  that selected information be reported about the operating
segments  in  interim financial reports issued to the shareholders.
It also establishes standards for related disclosure about products
and services, geographic areas, and major customers.  PPG plans  to
adopt  SFAS  No. 131 in its annual financial statement  disclosures
for the fiscal year ending December 31, 1998.
     In  March  1998,  the American Institute  of Certified  Public
Accountants ("AICPA") issued  Statement of Position ("SOP") No. 98-
1,  "Accounting  for  the Costs of Computer Software  Developed  or
Obtained for Internal Use."  This SOP is effective for fiscal years
beginning   after  December  15,  1998  and  earlier  adoption   is
permitted. The adoption of SOP No. 98-1 is not expected to  have  a
material impact on  PPG's results of operations.
     In  April  1998, the AICPA issued SOP No. 98-5, "Reporting  on
the  Costs  of  Start-Up Activities." This SOP  is  effective   for
financial statements for fiscal years beginning after December  15,
1998   and   earlier  adoption  is  permitted.   PPG  is  currently
evaluating the impact of SOP No. 98-5.
     In  June  1998, the FASB issued SFAS No. 133, "Accounting  for
Derivative Instruments and Hedging Activities."  This SFAS establishes
accounting  and reporting standards requiring that every derivative
instrument be recorded in the balance sheet as either an  asset  or
liability  measured at its fair value.  The standard requires  that
changes  in the derivative's fair value be recognized currently  in
earnings  unless  specific  hedge  accounting  criteria  are   met.
Accounting  for qualifying hedges allows a derivative's  gains  and
losses  to offset related results on the hedged item in the  income
statement,  and requires a company to formally document, designate,
and  assess  the effectiveness of transactions that  receive  hedge
accounting.   SFAS No. 133 is effective for fiscal years  beginning
after June 15, 1999 and early adoption is permitted.  The effect of
adopting  SFAS No. 133 has not been determined, but is not expected
to   have   a  material  impact  on  PPG's  results  of  operations
(Reference  is  made  to  Note  6 of Notes  to  Condensed  Combined
Financial Statements).

<PAGE>
<PAGE>  6

             PART I. FINANCIAL INFORMATION - continued

(3)  Principles of Combination -

     The accompanying  combined financial  statements  include  all
majority-owned subsidiaries of PPC and Jiffy Lube.   Also  included
in  these financial statements, in accordance with the distribution
agreement  as  discussed in Note 4 of Notes to  Condensed  Combined
Financial Statements, is Pennzoil Sales Company, certain assets and
liabilities  of  Pennzoil's  captive  insurance  company and certain
assets  and   liabilities   reported  in  Pennzoil's  corporate
segment related to PPC and Jiffy Lube.  PPG is engaged primarily in
the  manufacturing and marketing of lubricants, car  care  products
and  specialty  industrial  products as well  as  the  franchising,
ownership  and  operation of fast lube centers.   The  accompanying
combined  financial   statements reflect the historical  costs  and
results   of  operations  of  PPG.   All  significant  intercompany
accounts  and  transactions within PPG have been  eliminated.   PPG
follows the equity method of accounting for investments in  20%  to
50% owned entities.

(4)  Proposed Spin-off of PPG and Merger of PPG with Quaker
     State Corporation -

     On  April  14,  1998,  Pennzoil,  PPC  and  Downstream  Merger
Company,  a wholly owned subsidiary of PPC ("Merger Sub"),  entered
into an Agreement and Plan of Merger  (the "Merger Agreement") with
Quaker  State  Corporation ("Quaker State").  The Merger  Agreement
and  related  agreements provide for the separation of   Pennzoil's
motor  oil,  refined  products  and  fast  lube  operations  (which
generally   includes  PPC  and  Jiffy  Lube  and  their  respective
subsidiaries)  from its exploration and production  operations  and
for  the  combination of the motor oil, refined products  and  fast
lube operations with Quaker State.
     The  transactions contemplated by the Merger Agreement are (1)
a  pro rata distribution (or spin-off), on a share-for-share basis,
of  all  of the issued and outstanding Common Stock of PPC  (which,
among  other  things,  will at such time hold  the  motor  oil  and
refined products operations of PPC and the fast lube operations  of
Jiffy  Lube) to the holders of Common Stock of Pennzoil and  (2)  a
merger  of Merger Sub with and into Quaker State, in which  holders
of Capital Stock of Quaker State will receive, in exchange for each
share  held,  0.8204  shares of Common Stock of  PPC.   Immediately
following  the  transactions contemplated by the Merger  Agreement,
approximately  38.5%  of PPC will be owned by former  Quaker  State
stockholders  and  approximately 61.5% of  PPC  will  be  owned  by
stockholders of Pennzoil.
     Upon  completion  of the merger, shareholder's equity will  be
increased to reflect a capital contribution from Pennzoil  and  the
fair value of Quaker State net assets.
     Quaker  State's  shareholders approved the merger on September
18,  1998  and  the required waiting period under  the  Hart-Scott-
Rodino Antitrust Improvements Act of 1976 has expired. The spin-off
and  merger are expected to occur during the fourth quarter of 1998
following  the anticipated receipt of a favorable tax  ruling  from
the Internal Revenue Service.

<PAGE>
<PAGE>  7

             PART I. FINANCIAL INFORMATION - continued

(5)  Debt -

     PPG   currently  has  two  revolving  credit  agreements  with
Pennzoil that provide for borrowings of up to $590 million  through
December  31, 1998 and $340 million through December 31, 2004.   At
September  30,  1998, borrowings under the credit  agreements  with
Pennzoil  were $247.7 million outstanding classified as payable  to
affiliates and  $328.7 million  outstanding classified as long-term
debt-affiliated.   Also  classified as payable  to  affiliates  are
amounts totaling $266.3 million related to intercompany net payables
due to Pennzoil that are not  covered under the revolving credit
agreements.  Upon consummation of the merger with Quaker State, up to
$500 million of payables will be repaid and the remainder forgiven
by Pennzoil.  On the basis of a proposed financing agreement, PPG
believes it will be able to enter into third-party financing
agreements that will provide it sufficient funding to settle
obligations with Pennzoil and provide sufficient funding for future
periods.  Prior to the spin-off, PPG will arrange a credit facility
of approximately $1.0 billion that will be used to repay existing
intercompany indebtedness in accordance with the merger agreement
to Pennzoil.
     PPG   also  maintains  a  long-term  credit  facility  with  a
Canadian  bank,  which  provides for up  to  C$27  million  through
October  25,  1999.   Outstanding  borrowings  under  the  Canadian
facility totaled US$9.1 million  at September 30, 1998.

(6)  Use of Derivatives -

     In order to lock in future interest rates covering pending
debenture issuances of $100 million, PPG entered into four interest
rate locks, based upon the 30-year Treasury rate.  To accomplish its
hedged position, PPG entered into forward rate agreements in which
it will pay or receive the difference between (1) the 30-year
Treasury rate at the time the forward was entered into and (2) the
30-year   Treasury   rate   at   the   time   of   maturity.
Under current accounting, these transactions  qualify  as  a  hedge
of an anticipated transaction.  Any gains or losses from the interest
rate hedges are deferred during the interim period with the offset to
a payable or receivable.  Upon maturity of the hedge contracts, any
gain or loss will be treated as an adjustment to the issue price of
the debt instrument, effectively creating a premium or discount that
is amortized over the life of the borrowings.  The estimated value of
the  amount payable by PPG under its open interest rate  hedge  was
$10.2 million at September 30, 1998, which has been recorded  as  a
deferred charge in other assets.

(7)  Comprehensive Income -

     In  June  1997,  the  FASB  issued SFAS  No.  130,  "Reporting
Comprehensive  Income," which requires that an enterprise  classify
items  of other comprehensive income by their nature in a financial
statement   and   display   the  accumulated   balance   of   other
comprehensive   income  separately  from  retained   earnings   and
additional  paid-in capital in the equity section  of  the  balance
sheet.   PPG  adopted SFAS No. 130 in the first  quarter  of  1998.
Components  of   comprehensive income consist of  foreign  currency
translation  adjustments, unrealized holding gains  and  losses  on
available-for-sale securities and minimum pension liability.  For
the three months ended September 30, 1998 and 1997, PPG's
comprehensive income was $(.5) million and $3.9 million, respectively.
For the nine months ended September 30, 1998 and 1997, PPG's
comprehensive income was $5.1  million and $3.5 million, respectively.

<PAGE>
<PAGE>  8

             PART I. FINANCIAL INFORMATION - continued

(8)  Statement of Cash Flow Information -

     Changes  in operating assets and liabilities, net  of  effects
from  the  purchase  of  equity  interests  in  certain  businesses
acquired, consist of the following (expressed in thousands):

<TABLE>
                                                              Nine Months Ended
                                                                September 30
                                                        ----------------------------
                                                           1998             1997
                                                        -----------      -----------
                                                                 (Unaudited)
<S>                                                     <C>              <C>
Receivables                                             $  (30,977)      $  (10,060)
Inventories                                                 (8,844)         (29,195)
Accounts payable and accrued liabilities                    21,561          (17,052)
Payable to affiliates                                      (37,863)         137,810
Other assets and liabilities                               (46,378)         (62,247)
                                                        -----------      -----------
Decrease (increase) in operating assets
   and liabilities                                      $ (102,501)      $   19,256
                                                        ===========      ===========
Cash paid during the period for
    interest (net of amounts capitalized)               $    8,747       $    1,997
                                                        ===========      ===========
</TABLE>


Item 2. Management's Discussion and Analysis of Financial Condition
        and Results of Operations

Results of Operations

     Net  sales  for PPG for the quarter ended September  30,  1998
were $457.7 million, a decrease of  $48.0 million, or approximately
9.5%,  from the same period in 1997.  Net sales for the nine months
ended  September  30,  1998 were $1,369.9 million,  a  decrease  of
$146.3  million, or approximately 9.6%.  The decrease was primarily
due  to  lower  net  sales reported by the motor  oil  and  refined
products  segment as a result of the contribution of its  specialty
industrial products business to its partnership with Conoco,  Inc.,
known  as  Penreco,  in October 1997.  The Penreco  partnership  is
accounted  for under the equity method.  Prior to the  creation  of
this  partnership, net sales from the contributed  operations  were
fully  consolidated in the financial statement of  PPG.   Purchases
from  affiliates, related to purchases of crude oil at market prices
from  Pennzoil, have  decreased in the three month and  nine  month
periods ended September 30, 1998 as compared to the same periods in
1997.  PPG began  purchasing crude oil primarily from third parties
during 1998.
     Net income for the quarter and nine months ended September 30,
1998 was $.6 million and $7.3 million, respectively.  This compares
with  net  income of $5.2 million and $6.9 million  for  the  third
quarter  and  nine  months ended September 30, 1997,  respectively.
The decrease in income for the quarter ended September 30, 1998 was
primarily  due  to  lower results from Fast Lube  Operations.   The
increase in income for the nine months ended September 30, 1998 was
primarily due to improved results from the Motor  Oil  and  Refined
Products segment  partially offset by lower results from Fast  Lube
Operations.

<PAGE>
<PAGE>  9

             PART I. FINANCIAL INFORMATION - continued

Motor Oil & Refined Products

     Net  sales  for this segment were $384.5 million and  $1,153.5
million  for the quarter and nine months ended September 30,  1998,
respectively.   This  compares to net sales of $432.5  million  and
$1,304.6 million for the same   periods in 1997, respectively.  The
decrease  in  net  sales  for the quarter  and  nine  months  ended
September  30,  1998  compared to the same  periods  in  1997  were
primarily due to the formation of the Penreco partnership and lower
product  prices.  Specialty industrial product sales totaled  $39.7
million  and  $121.2 million for the quarter and nine months  ended
September 30, 1997, respectively.
     Lower  lubricating  product  prices offset higher  lubricating
product  volumes  for  both  the  quarter  and  nine  months  ended
September  30, 1998, respectively, compared to the same periods  in
1997.   Domestic motor oil sales volumes, part of total lubricating
products,  increased 3.5% and 3.7% for the quarter and nine  months
ended  September  30,  1998, respectively,  compared  to  the  same
periods  in  1997.  Pennzoil(tm) motor oil  is  in  its  thirteenth
consecutive year as the leading marketer of motor oil in  the  U.S.
with a market share of more than 22 percent.
     Gross  margin,  excluding  the impact of specialty  industrial
products  contributed to Penreco, increased $4.2 million and  $28.0
million  for the quarter and nine months ended September  30,  1998
compared  to  the  same periods  in  1997.   These  increases  were
primarily due to decreases in feedstock costs, which have  declined
faster than product prices.
     Operating income from this segment was $31.6 million and $88.7
million  for the quarter and nine months ended September 30,  1998,
respectively.   This compares to operating income of $32.3  million
and  $71.2  million for the quarter and nine months ended September
30,  1997, respectively. The decrease in operating income  for  the
quarter  ended  September 30, 1998 compared to the same  period  in
1997  was  primarily due to lower income from Penreco  due  to  the
formation of the joint venture.  Partially offsetting this decrease
was  higher  gross  margins  and higher equity  income  from  Excel
Paralubes.   The increase in operating income for the  nine  months
ended  September 30, 1998 compared to the same period  in  1997 was
primarily due to higher gross margins and higher equity income from
Excel  Paralubes.  These increases were partially offset  by  lower
Penreco  results  due  to  formation of  the  joint  venture.   The
increase  in  equity  income from Excel  Paralubes  for  the  third
quarter  of 1998 and nine months ended September 30, 1998  compared
to  the same  periods  in 1997 was primarily due  to  higher  sales
volumes.

Fast Lube Operations

     Net  sales  recorded  by  the  fast lube  operations  segment,
operating  through  Jiffy Lube, for the  quarter  and  nine  months
ended  September  30,  1998 increased 1.5% and 3.1%,  respectively,
compared  to the same periods in 1997.  Systemwide sales  increased
$11.0  million, or 5.5%, for the quarter ended September  30,  1998
and $37.8 million, or 6.6%, for the nine months ended September 30,
1998  from  comparable periods in 1997.  Systemwide average  ticket
prices for the quarter ended September 30, 1998 increased $0.54  to
$36.12  and for the nine months ended September 30, 1998  increased
$0.88 to $36.62, from comparable periods in 1997.  There were 1,574
domestic  lube  centers (including 589 Jiffy Lube  company-operated
centers)  open as of September 30, 1998.  In 1998, Jiffy  Lube  has
opened  58  centers and plans to open an additional 17 by  year-end
1998.   As  of  September 30, 1998, there were 166 fast-oil  change
units open in Sears Centers of which 134 are company operated.

<PAGE>
<PAGE>  10

             PART I. FINANCIAL INFORMATION - continued

     The fast  lube operations segment recorded operating income of
$1.0  million and $12.5 million, respectively, for the quarter  and
nine  months ended September 30, 1998. This compares with operating
income  of  $7.6 million and $18.4 million, respectively,  for  the
same  periods  in 1997. The decrease in operating  income  for  the
quarter and nine months ended September 30, 1998 was primarily  due
to  a  legal  settlement  and  increased  expenses  for  labor  and
advertising.

Corporate Administrative Expense

     Pennzoil  and  its wholly owned subsidiary, Richland,  provide
administrative services to PPG.  PPG is charged by Pennzoil for all
direct   costs   associated  with  its  operations,   and   certain
administrative  costs  not directly charged to  PPG  are  allocated
through a monthly charge from Richland.  Based upon a formula  that
takes  into  account business segment assets, sales and  employees,
approximately  65%  of  indirect charges incurred  by  Pennzoil  on
behalf  of  its business segments has historically been charged  to
PPG.   These  charges,  referred  to  as  corporate  administrative
expense,  totaled $12.5 million and $32.0 million for  the  quarter
and nine months ended September 30, 1998, respectively, compared to
$12.2 million and $32.0 million, for the same periods in 1997.

Capital Resources and Liquidity

     Cash  Flow.  As  of September 30, 1998, PPG had cash and  cash
equivalents  of  $6.6  million.   During  the  nine  months   ended
September  30,  1998,  cash  and cash  equivalents  decreased  $2.5
million.
     For  purposes  of the combined statement of  cash  flows,  all
highly liquid investments purchased with a maturity of three months
or  less  are  considered to be cash equivalents.   The  effect  of
changes  in  foreign  exchange rates  on  cash  balances  has  been
immaterial.
     Debt  Instruments and Repayments.
     PPG   currently  has  two  revolving  credit  agreements  with
Pennzoil that provide for borrowings of up to $590 million  through
December  31, 1998 and $340 million through December 31, 2004.   At
September  30,  1998, borrowings under the credit  agreements  with
Pennzoil  were $247.7 million outstanding classified as payable  to
affiliates and  $328.7 million  outstanding classified as long-term
debt-affiliated.   Also  classified as payable  to  affiliates  are
amounts totaling $266.3 million related to intercompany net payables
due to Pennzoil that are not  covered under the revolving credit
agreements.  Upon consummation of the merger with Quaker State, up to
$500 million of payables will be repaid and the remainder forgiven
by Pennzoil.  On the basis of a proposed financing agreement, PPG
believes it will be able to enter into third-party financing
agreements that will provide it sufficient funding to settle
obligations with Pennzoil and provide sufficient funding for future
periods.  Prior to the spin-off, PPG will arrange a credit facility
of approximately $1.0 billion that will be used to repay existing
intercompany indebtedness in accordance with the merger agreement
to Pennzoil.
     PPG   also  maintains  a  long-term  credit  facility  with  a
Canadian  bank,  which  provides for up  to  C$27  million  through
October  25,  1999.   Outstanding  borrowings  under  the  Canadian
facility totaled US$9.1 million  at September 30, 1998.

<PAGE>
<PAGE>  11
             PART I. FINANCIAL INFORMATION - continued

Year 2000 Issues

     PPG has conducted a review of its key computer systems and has
identified a number of systems that were affected by the year  2000
issue.  PPG is undertaking or has completed conversion of these non-
compliant financial, operating, human resources and payroll systems
to the SAP system in 1998.  In addition, PPG is currently upgrading
electronic  commerce  systems  to  compliant  versions   in   1998.
Conversion  of operating and financial software as well as  desktop
hardware and software used in international locations for  PPG,  to
compliant  versions  began  in  the  second  quarter,  1998,   with
completion  expected in the second quarter of 1999.   Upgrades  and
standardization   to   network,   infrastructure,    desktop    and
communications  systems  to  make these  assets  compliant  are  in
progress.   This effort is scheduled for completion  in  the  first
quarter of 1999 following the release of compliant updates from the
vendors.   The only system replacements that have been  accelerated
to  remedy  non-compliance are the PPG voicemail  systems  and  the
international desktop hardware, software, financial and operational
systems.  No major IT projects have been deferred due to year  2000
compliance issues.   Contingency planning will be started  for  the
IT  systems  in the first quarter of 1999 and will include  backup,
standby  and  storage  service solutions to reduce  the  impact  of
critical service providers.
     PPG has conducted a comprehensive inventory and assessment  of
systems  and  devices with embedded chips in the manufacturing  and
non-manufacturing  environments.   The  manufacturing   environment
which  consists of refining, blending, storage and the movement  of
petrochemicals has the greatest inherent risk since  embedded  chip
systems control and monitor these processes.  At this time, two PPG
manufacturing facilities have non-compliant control systems.  These
deficiencies  will  be addressed upon the release  of  a  compliant
version  of  the  software from the vendor, which  is  expected  by
December 1998.  These systems will first undergo a pilot test at  a
PPG  research  facility,  followed by a full  system  test  at  the
manufacturing facilities during a scheduled plant shutdown.  If for
any  reason,  these  systems are still found to  be  non-compliant,
additional  plant  or operations shutdowns could  be  necessary  to
conduct   further  remediation  and  testing.   In  addition,   all
currently  compliant  control  systems  that  have  potential   for
environmental,  safety,  or business interruption  impact  will  be
tested  during  scheduled maintenance.  In order to prevent  safety
and  environmental  problems  due  to  non-compliant  embedded-chip
systems,   operation  of  these  systems  would   be   reduced   or
discontinued.   Contingency planning is also  underway  to  provide
alternatives in the event these systems are partially or completely
inoperable
     PPG  is  contacting key suppliers, banks, customers and  other
unaffiliated companies that have business relationships with PPG to
assess their year 2000 compliance programs.  PPG could be adversely
affected  by  the  failure  of  these  unaffiliated  companies   to
adequately  address the year 2000 issue.  This assessment  includes
activities  such  as face-to-face meetings, reviews  of  year  2000
readiness and co-operative testing.  Contingency planning  will  be
included  in  this assessment to identify arrangements to  mitigate
the  impact of disruptions from outside sources.  In addition,  PPG
has  implemented  internal procedures to respond  cooperatively  to
inquiries  from regulatory agencies and other businesses about  its
year 2000 program.
     As  with  most companies, PPG anticipates more issues  arising
from  international business partners, especially in  the  banking,
utility,  shipping  and governmental segments.   PPG  is  currently
reviewing all banking relationships in international locations.  In
addition,  PPG  is  actively involved in a  joint  industry  effort
through  the  American Petroleum Institute to collectively  address
the  readiness of their common business partners such as  utilities
and  governmental agencies, and to share approaches to solving  the
specific problems of each international location.
     If  these  steps are not completed successfully  in  a  timely
manner, PPG operations and financial performance could be adversely
affected through disruptions in operations.  Costs associated  with
such disruptions currently cannot be estimated.

<PAGE>
<PAGE>  12

             PART I. FINANCIAL INFORMATION - continued

     Both incremental historical and estimated future costs related
to  the  year  2000 issue are not expected to be  material  to  the
financial  results  of  PPG  for  several  reasons.   Most  of  the
remediation  is  being  accomplished  with  upgrades  to   existing
software  that  is under maintenance contracts.  The implementation
of  the  major IT systems was not accelerated to remedy  year  2000
problems. Independent quality assurance services and tools  are  to
be  used  to  assure the reliability of the assessment  and  costs.
These services will be supplemented with PPG resources.  Costs  for
all year 2000 activities are estimated to be less than $7 million.
     PPG  has  a June 30, 1999 target readiness date for all  major
phases  of  its  year 2000 preparations.  PPG's existing  emergency
response  plan will be re-evaluated in the fourth quarter  of  1999
using  the latest information available for infrastructure services
such as utilities.  Adjustments to this plan will be made based  on
this  information.   PPG  expects to be fully  ready  for  the  new
millenium.
     Readers   are   cautioned   that  forward-looking   statements
contained  in  the Year 2000 Update should be read  in  conjunction
with  the company's disclosures under the heading: "Forward-Looking
Statements - Safe Harbor Provisions".

Forward-Looking Statements - Safe Harbor Provisions

     This  quarterly  report  on Form 10-Q of PPG for  the  quarter
ended   September   30,   1998  contains  certain   forward-looking
statements within the meaning of Section 27A of the Securities  Act
of 1933, as amended, and Section 21E of the Securities Exchange Act
of  1934, as amended, which are intended to be covered by the  safe
harbors  created thereby.  To the extent that such  statements  are
not  recitations  of  historical fact, such  statements  constitute
forward-looking statements which, by definition, involve risks  and
uncertainties.   Where,  in  any  forward-looking  statements,  PPG
expresses an expectation or belief as to future results or  events,
such  expectation or belief is expressed in good faith and believed
to  have a reasonable basis, but there can be no assurance that the
statement  of expectation or belief will result or be  achieved  or
accomplished.
     The  following  are factors the could cause actual results  or
events to differ materially from those anticipated, and include but
are  not  limited  to:  general economic,  financial  and  business
conditions;  competition in the motor oil and  marketing  business;
base  oil  margins and supply and demand in the base oil  business;
the  success  and  cost  of  advertising and  promotional  efforts;
mechanical    failure   in   refining   operations;   unanticipated
environmental   liabilities;  changes  in   and   compliance   with
governmental  regulations; changes in tax laws; and  the  cost  and
effects of legal proceedings.


<PAGE>
<PAGE>  13


<TABLE>
                                          PART I. FINANCIAL INFORMATION - continued
                                                        (UNAUDITED)

The following table shows revenues and operating income by segment
and other components of income.

<CAPTION>
                                                                      Three Months Ended                Nine Months Ended
                                                                         September 30                     September 30
                                                                 ----------------------------      ----------------------------
                                                                    1998             1997             1998             1997
                                                                 -----------      -----------      -----------      -----------
                                                                             (Dollar amounts expressed in thousands)
<S>                                                              <C>              <C>              <C>              <C>
REVENUES
   Net Sales
      Motor Oil & Refined Products                               $  384,503       $  432,540       $1,153,546       $1,304,643
      Fast Lube Operations                                           83,356           82,112          244,310          237,045
      Other                                                             176              195              248              262
      Intersegment sales                                            (10,333)          (9,145)         (28,201)         (25,740)
                                                                 -----------      -----------      -----------      -----------
                                                                    457,702          505,702        1,369,903        1,516,210
                                                                 -----------      -----------      -----------      -----------

   Other income, net
      Motor Oil & Refined Products                               $   13,936       $    8,953       $   40,066       $   22,898
      Fast Lube Operations                                            4,539            2,347           11,431            6,211
      Other                                                          (1,325)          (1,346)          (4,136)            (348)
                                                                 -----------      -----------      -----------      -----------
                                                                     17,150            9,954           47,361           28,761
                                                                 -----------      -----------      -----------      -----------
   Total Revenues                                                $  474,852       $  515,656       $1,417,264       $1,544,971
                                                                 ===========      ===========      ===========      ===========

OPERATING INCOME
   Motor Oil & Refined Products                                  $   31,561       $   32,302       $   88,739       $   71,153
   Fast Lube Operations                                                 985            7,554           12,547           18,366
   Other                                                               (703)            (523)          (2,235)           1,933
                                                                 -----------      -----------      -----------      -----------
        Total operating income                                       31,843           39,333           99,051           91,452

Corporate administrative expense                                     12,468           12,227           32,041           31,990
Interest charges, net                                                17,232           17,025           51,391           44,129
                                                                 -----------      -----------      -----------      -----------
Income before income tax                                              2,143           10,081           15,619           15,333

Income tax provision                                                  1,507            4,882            8,334            8,483
                                                                 -----------      -----------      -----------      -----------


NET INCOME                                                       $      636       $    5,199       $    7,285       $    6,850
                                                                 ===========      ===========      ===========      ===========


RATIO OF EARNINGS TO FIXED CHARGES                                                                       1.25             -
                                                                                                   ===========      ===========
AMOUNT BY WHICH FIXED CHARGES EXCEEDS EARNINGS                                                           -               2,695
                                                                                                   ===========      ===========
</TABLE>

<PAGE>
<PAGE>  14


                    PART II. OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits -

     12  Computation of Ratio of Earnings to Fixed Charges for
         the nine months ended September 30, 1998 and 1997.

     27  Financial Data Schedule

(b)   Reports -

   No reports on Form 8-K were filed during the quarter for
   which this report was filed.



<PAGE>
<PAGE>  15



                             SIGNATURE



          Pursuant to the requirements of the Securities Exchange
Act  of  1934, the Registrant has duly caused this report  to  be
signed   on   its  behalf  by  the  undersigned  thereunto   duly
authorized.




                                   PENNZOIL PRODUCTS COMPANY
                                              Registrant




                                   S/N Michael J. Maratea
                                   Michael J. Maratea
                                   Vice President and Controller,
                                   Pennzoil Company




November 12, 1998