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 June 30, 2000 Commission File No. 1-14501


                   PENNZOIL-QUAKER STATE COMPANY
       (Exact name of registrant as specified in its charter)

             Delaware                          76-0200625
  (State or other jurisdiction              (I.R.S. Employer
 of 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
for  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  X  .  No     .

      Number  of  shares of stock were outstanding,  as  of  latest
practicable date, July 31, 2000:

           Common  Stock,  par  value $0.10 per  share,  78,544,218
shares.



<PAGE>
<PAGE>  2

                                                PART I. FINANCIAL INFORMATION

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

<TABLE>
                                                PENNZOIL-QUAKER STATE COMPANY
                           CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
                                                         (UNAUDITED)
<CAPTION>

                                                                       Three Months Ended                Six Months Ended
                                                                             June 30                          June 30
                                                                  ----------------------------     ----------------------------
                                                                      2000             1999            2000             1999
                                                                  -----------      -----------     -----------      -----------
                                                                       (Expressed in thousands except per share amounts)

<S>                                                               <C>              <C>             <C>              <C>
REVENUES                                                          $  858,733       $  757,514      $1,638,645       $1,461,576

COSTS AND EXPENSES
   Cost of sales                                                     647,401          546,031       1,243,125        1,046,580
   Selling, general and administrative                               131,465          142,197         266,584          289,897
   Restructuring charges                                                -                -             34,405             -
   Depreciation and amortization                                      24,258           30,356          50,118           63,870
   Taxes, other than income                                            4,002            3,445           8,332            7,815
   Interest charges, net                                              23,601           21,081          45,242           38,822
                                                                  -----------      -----------     -----------      -----------
INCOME(LOSS)BEFORE INCOME TAX                                         28,006           14,404          (9,161)          14,592

Income tax provision (benefit)                                        15,425            8,102          (3,834)          10,509
                                                                  -----------      -----------     -----------      -----------
NET INCOME (LOSS)                                                 $   12,581       $    6,302      $   (5,327)      $    4,083
                                                                  ===========      ===========     ===========      ===========

BASIC AND DILUTED EARNINGS (LOSS) PER SHARE                       $     0.16       $     0.08      $    (0.07)      $     0.05
                                                                  ===========      ===========     ===========      ===========

DIVIDENDS PER COMMON SHARE                                        $   0.1875       $   0.1875      $   0.3750       $   0.3750
                                                                  ===========      ===========     ===========      ===========
AVERAGE SHARES OUTSTANDING:
   BASIC                                                              78,403           77,757          78,308           77,703
                                                                  ===========      ===========     ===========      ===========
   DILUTED                                                            79,641           78,053          78,308           78,006
                                                                  ===========      ===========     ===========      ===========
END OF PERIOD SHARES OUTSTANDING                                      78,496           77,823          78,496           77,823
                                                                  ===========      ===========     ===========      ===========

NET INCOME (LOSS)                                                 $   12,581       $    6,302      $   (5,327)      $    4,083

Change in:
     Foreign currency translation adjustment                          (2,509)          (3,969)         (2,572)            (507)
     Unrealized loss on investment in securities                        (494)            (462)           (123)            (432)
                                                                  -----------      -----------     -----------      -----------
COMPREHENSIVE INCOME (LOSS)                                       $    9,578       $    1,871      $   (8,022)      $    3,144
                                                                  ===========      ===========     ===========      ===========

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


<PAGE>
<PAGE>  3

                                  PART I. FINANCIAL INFORMATION - continued

<TABLE>
                                        PENNZOIL-QUAKER STATE COMPANY
                                    CONDENSED CONSOLIDATED BALANCE SHEET

<CAPTION>
                                                                              June 30,           December 31,
                                                                                2000                 1999
                                                                            -------------        -------------
                                                                             (Unaudited)
                                                                                 (Expressed in thousands)
<S>                                                                         <C>                  <C>
ASSETS

Current assets
   Cash and cash equivalents                                                $     20,975         $     20,155
   Receivables                                                                   384,939              312,320
   Inventories                                                                   295,770              298,202
   Materials and supplies                                                         10,049               11,063
   Other current assets                                                           44,876               44,298
                                                                            -------------        -------------
Total current assets                                                             756,609              686,038

Property, plant and equipment, net                                               503,050              502,101
Deferred income taxes                                                            277,233              272,677
Goodwill and other intangibles                                                 1,103,010            1,065,143
Other assets                                                                     211,615              207,262
                                                                            -------------        -------------

TOTAL ASSETS                                                                $  2,851,517         $  2,733,221
                                                                            =============        =============

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
   Current maturities of long-term debt                                     $      2,697         $      1,080
   Accounts payable                                                              187,873              210,700
   Payroll accrued                                                                23,265               28,328
   Other current liabilities                                                     128,414              129,295
                                                                            -------------        -------------
Total current liabilities                                                        342,249              369,403

Total long-term debt, less current maturities                                  1,208,663            1,026,153
Capital lease obligations, less current maturities                                64,677               68,786
Other liabilities                                                                319,547              319,011
                                                                            -------------        -------------
TOTAL LIABILITIES                                                              1,935,136            1,783,353
                                                                            -------------        -------------
COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY                                                             916,381              949,868
                                                                            -------------        -------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                  $  2,851,517         $  2,733,221
                                                                            =============        =============
<FN>
<F1>
See Notes to Condensed Consolidated Financial Statements.
</FN>
</TABLE>


<PAGE>
<PAGE>  4

                           PART I. FINANCIAL INFORMATION - continued

<TABLE>
                                PENNZOIL-QUAKER STATE COMPANY
                        CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                          (UNAUDITED)
<CAPTION>
                                                                                           Six Months Ended
                                                                                               June 30,
                                                                                   ---------------------------------
                                                                                      2000                  1999
                                                                                   -----------           -----------
                                                                                       (Expressed in thousands)

<S>                                                                                <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                                                $   (5,327)           $    4,083
  Adjustments to reconcile net income (loss) to net cash
    provided by (used in) operating activities:
      Depreciation and amortization                                                    50,118                63,870
      Deferred income tax                                                              (4,507)                7,732
      Distributions from equity investees
           less than earnings                                                          (7,859)               (4,134)
      Other non-cash items                                                             13,962                 4,618
      Changes in accounts receivable                                                  (89,034)              (46,150)
      Changes in other operating assets and liabilities                               (41,590)              (20,492)
                                                                                   -----------           -----------
  Net cash provided by (used in) operating activities                                 (84,237)                9,527
                                                                                   -----------           -----------
CASH FLOWS FROM INVESTING ACTIVITIES
  Capital expenditures                                                                (29,240)              (30,925)
  Acquisitions                                                                        (76,421)                  -
  Proceeds from sales of assets                                                        40,606                73,106
  Other investing activities                                                            2,487                (4,936)
                                                                                   -----------           -----------
  Net cash provided by (used in) investing activities                                 (62,568)               37,245
                                                                                   -----------           -----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Net proceeds from issuances of debt                                                 176,911                11,650
  Dividends paid                                                                      (29,286)              (29,143)
  Other financing activities                                                              -                  (7,090)
                                                                                   -----------           -----------
  Net cash provided by (used in) financing activities                                 147,625               (24,583)
                                                                                   -----------           -----------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                                 820                22,189


CASH AND CASH EQUIVALENTS, beginning of period                                         20,155                14,899
                                                                                   -----------           -----------

CASH AND CASH EQUIVALENTS, end of period                                           $   20,975            $   37,088
                                                                                   ===========           ===========
<FN>
<F1>
See Notes to Condensed Consolidated Financial Statements.
</FN>
</TABLE>


<PAGE>
<PAGE>  5
              PART I. FINANCIAL INFORMATION - continued


                    PENNZOIL-QUAKER STATE COMPANY
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             (UNAUDITED)


(1)  General -

     The  condensed consolidated financial statements included herein
have been prepared by Pennzoil-Quaker State Company ("Pennzoil-Quaker
State"  or  the  "Company")  without audit  and  should  be  read  in
conjunction  with  the  financial statements and  the  notes  thereto
included  in  Pennzoil-Quaker  State's  latest  annual  report.   The
foregoing financial statements include only normal recurring accruals
and  all  adjustments which Pennzoil-Quaker State considers necessary
for  a  fair  presentation.  Certain prior  period  items  have  been
reclassified  in the condensed consolidated financial  statements  in
order to conform with the current year presentation.

(2)  New  Accounting Standards -

     In  June 1998, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards ("SFAS") No.  133,
"Accounting for Derivative Instruments and Hedging Activities."  SFAS
No. 133, subsequently amended by SFAS No. 138, 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 standards require that  changes  in
the  derivative's  fair  value be recognized  currently  in  earnings
unless   specific  hedge  accounting  criteria  are   met.    Special
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 that a company formally document, designate,
and  assess  the  effectiveness of transactions  that  receive  hedge
accounting.   In June 1999, the FASB issued SFAS No. 137, "Accounting
for  Derivative Instruments and Hedging Activities -- Deferral of the
Effective  Date of FASB Statement No. 133" which defers the effective
date of SFAS No. 133 until all fiscal years beginning after June  15,
2000.   The  Company is currently assessing SFAS No. 133 to determine
what  impact,  if any, this pronouncement will have on the  Company's
financial position or results of operations.

(3)  Summarized Financial Data of Excel Paralubes -

     Summarized  operations information for Excel Paralubes, an equal
partnership with Conoco Inc., for the three and six months ended June
30, 2000 and 1999 on a 100% basis follows:

<TABLE>
                          Three months ended June 30            Six months ended June 30
                       -------------------------------       ------------------------------
                           2000               1999               2000              1999
                       ------------       ------------       ------------      ------------
                                            (Expressed in thousands)
                                                   (Unaudited)
<S>                    <C>                <C>                <C>               <C>
Revenues               $   128,646        $    81,611        $   243,510       $   125,138
Operating earnings          29,299             17,733             43,769            24,601
Net income                  19,105              8,099             23,478             5,285
</TABLE>

     Pennzoil-Quaker  State's  net  investment  in  Excel  Paralubes,
carried  as  a credit balance of $54.5 million and $61.5  million  at
June  30, 2000 and December 31, 1999, respectively, is netted against
other  equity  investments  and  included  in  other  assets  on  the
condensed consolidated balance sheet.  Pennzoil-Quaker State's equity
in Excel Paralubes' pretax income for the three months ended June 30,
2000  and  1999  of  $9.6 million and $4.0 million, respectively,  is
included  in  revenues  in  the condensed consolidated  statement  of
operations and comprehensive income.  Pennzoil-Quaker State's  equity
in  Excel Paralubes' pretax income for the six months ended June  30,
2000 and 1999 was $11.7 million and $2.6 million, respectively.

<PAGE>
<PAGE>  6

(4)  Debt -

     Pennzoil-Quaker   State  primarily  utilizes  commercial   paper
programs  to  manage  its  cash  flow  needs  and   currently  limits
aggregate borrowings under those commercial paper programs to  $600.0
million.  Commercial paper borrowings totaling $386.7 million at June
30, 2000 and $242.6 million at December 31, 1999 have been classified
as  long-term  debt.   Such debt classification  is  based  upon  the
availability   of  long-term  credit  facilities  to  refinance   the
commercial   paper  and  the  Company's  intent  to   maintain   such
commitments  in excess of one year. The Company had three  short-term
variable-rate credit arrangements with banks at June 30,  2000.   The
Company  currently limits its aggregate borrowings under these  types
of  credit  arrangements  to $300.0 million.  Outstanding  borrowings
were $50.0 million at June 30, 2000 and $16.0 million at December 31,
1999    and   were   classified  as  long-term   debt.    Such   debt
classification is also based on the availability of long-term  credit
facilities  to refinance these arrangements and the Company's  intent
to  maintain such commitments in excess of one year.  The Company has
a  revolving credit facility with a group of banks that provides  for
up   to  $600.0  million  of  committed  unsecured  revolving  credit
borrowings through November 14, 2000, with any outstanding borrowings
on  such date being converted into a term credit facility terminating
on  November  14,  2001.  There were no borrowings outstanding  under
this revolving credit facility at June 30, 2000 or December 31, 1999.
     Pennzoil-Quaker State also maintains a revolving credit facility
with  a  Canadian bank, which provides for up to US$18.2  million  of
committed  borrowings through October 29, 2000, with any  outstanding
borrowings  on such date being converted into a term credit  facility
terminating  on October 29, 2001.  As of June 30, 2000  and  December
31,  1999,  borrowings under the Company's Canadian facility  totaled
US$13.5  million  and US$13.8 million, respectively,  and  have  been
classified as long-term debt.

(5)  Earnings Per Share -

     Computations for basic and diluted earnings (loss) per share for
the  three and six months ended June 30, 2000 and 1999 consist of the
following:

<TABLE>
                                             Three Months                     Six Months
                                             ended June 30                   ended June 30
                                      ----------------------------    ----------------------------
                                          2000            1999            2000            1999
                                      ------------    ------------    ------------    ------------
                                            (Expressed in thousands except per share amounts)
<S>                                   <C>             <C>             <C>             <C>
Net income(loss)                      $    12,581     $     6,302     $    (5,327)    $     4,083
Basic weighted average shares              78,403          77,757          78,308          77,703
Effect of dilutive securities (A)
   Options                                    649             -               -               -
   Awards                                     589             296             -               303
                                      ------------    ------------    ------------    ------------
Diluted weighted average shares            79,641          78,053          78,308          78,006

Basic and diluted earnings
     (loss) per share                 $      0.16     $      0.08     $     (0.07)    $      0.05
<FN>
<F1> (A)  A weighted average number of options to purchase 9.2 million shares of common stock were
          outstanding for the three months ended  June 30, 2000, but  were  not  included  in  the
          computation of diluted earnings per share because the options' prices were greater  than
          the average market price of the common shares.  A  weighted average number of options to
          purchase 9.9 million shares of common stock and  awards  of  588.8  thousand  shares  of
          common stock were outstanding for the six  months  ended  June 30, 2000,  but  were  not
          included in the computation of diluted loss per share because these options  and  awards
          would result in an antidilutive per share amount.  A weighted average number of  options
          to purchase 6.9 million shares of common stock were outstanding for the three months and
          six months ended June 30, 1999, but were not included  in  the  computation  of  diluted
          earnings per share because the options' prices were  greater  than  the  average  market
          price of the common shares.
</FN>
</TABLE>

<PAGE>
<PAGE>  7

(6)  Use of Derivatives -

     Pennzoil-Quaker State has approved a  tactical  hedging  program
to lock in the refining margins  on  up  to  ninety  percent  of  its
production  of  certain refined fuel products through  year-end 2000.
Pursuant to this strategy, Pennzoil-Quaker State entered into several
futures contracts in January 2000 and  additional  contracts  in  May
2000.  Operating  losses  of  $5.3  million  and $6.9 million related
to  this program were recognized in net sales during the quarter  and
six  months  ended June 30, 2000, respectively.  The  estimated  fair
value  of  the  unrealized  loss associated  with  the  open  futures
contracts was $5.1 million at June 30, 2000.
     In  April 2000, in conjunction with the purchase of two  British
automotive  consumer products companies, the Company entered  into  a
series  of  U.K. GBP forward swaps to hedge against foreign  currency
risk.   The acquired contracts called for a swap of 10.9 million  GBP
to be swapped for $17.3 million USD.  Unrealized gains or losses were
deferred  until  settlement of the swap, which  occurred  in  August,
2000.  No material gain or loss was recognized upon settlement.

(7)  Comprehensive Income (Loss) -

     The components  of  the  Company's  other  comprehensive  income
(loss) include changes in foreign  currency translation  adjustments,
unrealized  holding gains and losses on available-for-sale securities
and  minimum  pension liability.  The Company's comprehensive  income
(loss)   information  is  included  in  the  accompanying   condensed
consolidated statement of operations and comprehensive income.

(8)  Cash Flow Information -

     Cash paid for interest during the six months ended June 30, 2000
and  1999  was  $49.5  million and $26.0 million,  respectively.   An
income  tax refund, net of tax payments, of $1.0 million was received
during  the six months ended June 30, 2000.  Income taxes paid during
the six months ended June 30, 1999 were $0.6 million. The decrease in
cash flow from operating activities for the six months ended June 30,
2000  compared  to  the same period in 1999 is primarily  due  to  an
increase in working capital.

(9)  Restructuring Charges -

     In  the  first quarter of 2000, the  Company  recorded  a  $34.4
million  charge  to accrue the costs associated with  a  general  and
administrative  cost reduction effort.  The charge  related  to  each
operating  segment  as follows:  Lubricants and Consumer  Products  -
$11.0  million; Base Oil and Specialty Products - $5.4 million; Jiffy
Lube  - $1.0 million; Other - $17.0 million.  The Company is reducing
the  number of employees and consolidating office space in  order  to
reduce  general  and administrative expenses.  The  restructuring  is
expected to be completed by the end of 2000.  These charges primarily
included   severance   for  approximately  400   administrative   and
operational  employees, the accrual of future lease  obligations  and
restoration costs of office space in Houston.  Also included  in  the
charge  was the write-off of obsolete information technology  assets.
During  the  three  months  ended June 30,  2000, 235 employees  were
terminated as a result of workforce reductions and were paid pursuant
to  the general and administrative cost reduction plan. The severance
payments for the former employees are expected to be paid out over  a
minimum   period  of two months and a maximum period  of  up  to  two
years. The accrued liability balance of $27.9 million was reduced  by
$2.3  million  as  a  result of the severance expenses  paid  to  the
employees during the three months ended June 30, 2000.  The remaining
accrual at June 30, 2000 was $25.6 million.

<PAGE>
<PAGE>  8

(10) Sale of Rouseville Refinery -

     In  April  2000, Pennzoil-Quaker State completed a sale  of  its
Rouseville,  Pennsylvania wax processing facilities and  the  related
assets at the Rouseville facility to Calumet Lubricants Company,  LP.
Also  included in the sale was Pennzoil-Quaker State's share  of  its
Bareco  Products  partnership  with Baker  Petrolite  Corporation,  a
division  of  Baker Hughes Incorporated.  The Company received  gross
proceeds  of  $27.6  million from the sale,  with  no  gain  or  loss
resulting.  Included in the Company's results are revenues  of  $36.0
million and operating income of $1.4 million for the first six months
of 2000.

(11) Acquisitions -

     In  April  2000,  the  Company acquired two automotive  consumer
products  companies,  Airfresh UK Limited  ("Airfresh")  and  Bluecol
Brands  Limited  ("Bluecol") from Armour Trust plc for  approximately
$16.7  million.   Airfresh manufactures, markets and distributes  air
freshener and fragrance products for the automotive aftermarket  with
primary  markets  in  the  U.K.  and France.   Bluecol  manufactures,
markets and distributes branded anti-freeze, glass cleaning products,
rust  treatments, cooling system treatments, and exterior  appearance
products for the U.K. automotive aftermarket.
     In  March 2000, the Company completed the acquisition of certain
assets of Sagaz Industries ("Sagaz"), a manufacturer and marketer  of
automobile   seat   covers  and  cushions  in  North   America,   for
approximately  $62.5  million, subject  to  certain  working  capital
adjustments.   Sagaz  was  absorbed into  the  Company's  Axius  auto
accessories business unit in Moorpark, California.
     In  February 2000, the Company completed the acquisition of Auto
Fashions,  a  25  year-old  Australian  automotive  accessories  firm
operated  by Robert Hicks Pty  Ltd. for approximately US$5.3 million.
Auto  Fashions  is a leader in Australian automotive air  fresheners,
sunshades and comfort accessories and has a leading share position in
most of the categories in which it participates.

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

     Pennzoil-Quaker  State's  operations   are  conducted  primarily
through  the  following three segments: (1) Lubricants  and  Consumer
Products, (2) Jiffy Lube and (3) Base Oil and Specialty Products.

Results of Operations

     Net  sales for Pennzoil-Quaker State increased by  $92.5 million
and $160.2 million, or approximately 12%  and  11%  for  the  quarter
and  six  months ended June 30, 2000 to $839.1  million  and $1,604.7
million,  respectively.   The increase  in  net  sales  was primarily
due to higher refined products prices partially offset by lower Jiffy
Lube net sales resulting from sales of stores.
     Net  income (loss) for the quarter and six months ended June 30,
2000  was  $12.6  million, or 16 cents per  basic  share  and  ($5.3)
million,  or (7) cents per basic share, respectively.  This  compares
with  net income of $6.3 million, or 8 cents per basic share for  the
quarter  ended June 30, 1999 and $4.1 million, or 5 cents  per  basic
share for the six months ended June 30, 1999.  The increase in income
for  the  quarter is primarily due to higher results in  Jiffy  Lube,
related  to  higher  rental  and royalty income,  and  lower  overall
Company general and administrative expenses.  The decrease in  income
for the six months ended June 30, 2000 compared to the same period in
1999 is primarily due to charges of $13.0 million related to the fire
at  the  Shreveport,  Louisiana refinery facility  that  occurred  on
January 18, 2000, and one-time costs of $34.4 million associated with
the Company's general and administrative cost reduction project.

<PAGE>
<PAGE>  9

Lubricants and Consumer Products

     Net  sales  for  the  Lubricants and  Consumer Products  segment
were $528.6 million and $1,014.4 million  for  the  quarter  and  six
months ended June 30, 2000, respectively, compared to $501.2  million
and  $980.3  million for the same periods  last  year.   The increase
in  net sales is primarily due to higher international  and  consumer
product sales  and  higher   average   lubricants   product   prices.
Operating  income  for  this segment was  $56.2  million  and  $102.9
million  for the quarter and six months ended June 30, 2000  compared
to  $51.6  million and $93.6 million for the same periods last  year.
The increase in operating income for the quarter and six months ended
June  30,  2000  is  primarily  due to  lower  selling,  general  and
administrative expenses.
     In  April  2000,  the  Company acquired two automotive  consumer
products  companies,  Airfresh UK Limited  ("Airfresh")  and  Bluecol
Brands  Limited  ("Bluecol") from Armour Trust plc for  approximately
$16.7  million.   Airfresh manufactures, markets and distributes  air
freshener and fragrance products for the automotive aftermarket  with
primary  markets  in  the  U.K.  and France.   Bluecol  manufactures,
markets and distributes branded anti-freeze, glass cleaning products,
rust  treatments, cooling system treatments, and exterior  appearance
products  for  the U.K. automotive aftermarket. In  March  2000,  the
Company  completed  the  acquisition  of  certain  assets  of   Sagaz
Industries ("Sagaz"), a manufacturer and marketer of automobile  seat
covers  and  cushions  in  North  America,  for  approximately  $62.5
million,  subject to certain working capital adjustments.  Sagaz  was
absorbed into the Company's Axius auto accessories business  unit  in
Moorpark,  California.  In February 2000, the Company  completed  the
acquisition  of  Auto  Fashions, a 25 year-old Australian  automotive
accessories  firm operated by Robert Hicks Pty Ltd. for approximately
US$5.3  million.  Auto Fashions is a leader in Australian  automotive
air  fresheners, sunshades and comfort accessories and has a  leading
share position in most of the categories in which it participates.

Jiffy Lube

     Net  sales  for  this  segment  were $84.8  million  and  $166.9
million  for  the  quarter  and  six  months  ended  June  30,  2000,
respectively.   This  compares to net sales  of  $111.1  million  and
$230.4  million  for the same periods in 1999.  The decrease  in  net
sales  was  primarily due to the sale of company-operated centers  to
franchisees.   Other income (loss) for this segment for  the  quarter
and six months ended June 30, 2000 was $1.2 million and $4.1 million,
respectively,  compared to ($1.0) million and $0.8  million  for  the
same periods in 1999. The increase in other income  was primarily due
to  higher  franchise fees and losses on sales of company centers  in
1999.  Operating income (loss) from this segment for the quarter  and
six  months  ended June 30, 2000 was $7.7 million and $10.9  million,
respectively,  compared to ($1.0) million and  ($0.9)  for  the  same
periods  in 1999.  The improvement in operating income was  primarily
due  to  higher comparable sales in company-operated centers,  higher
rental   and   royalty  income,  and  lower  selling,   general   and
administrative expenses and merger costs.

Base Oil and Specialty Products

     Net  sales  for this segment  were  $293.2  million  and  $557.1
million  for  the  quarter   and  six  months  ended  June 30,  2000,
respectively.   This  compares to net sales  of  $188.4  million  and
$339.3  million  for  the  same periods  in  1999.  The  increase  is
primarily due to higher average sales prices for fuels, base oils and
other refined petroleum products.  Other income for this segment  for
the  quarter and six months ended June 30, 2000 was $16.4 million and
$22.3  million,  respectively, compared to  $6.9  million  and  $12.1
million  for the same periods in 1999.  The increase in other  income
was  primarily due to higher equity earnings from Excel Paralubes due
to higher base oil margins. Operating income (loss) from this segment
for  the  quarter and six months ended June 30, 2000 was $8.0 million
and ($4.1) million, respectively, compared to operating income (loss)
of  ($3.6) million and ($9.6) million for the same periods  in  1999.
The increase in operating income for the quarter and six months ended
June  30, 2000 was primarily due to higher equity earnings from Excel
Paralubes, improved margins and lower expenses.

<PAGE>
<PAGE>  10

     In April 2000, Pennzoil-Quaker State completed  a  sale  of  its
Rouseville,  Pennsylvania  wax  processing facilities and the related
assets at the Rouseville facility to Calumet Lubricants  Company, LP.
Also included in the sale was Pennzoil-Quaker  State's share  of  its
Bareco  Products  partnership  with  Baker  Petrolite  Corporation, a
division of Baker Hughes Incorporated.   The  Company received  gross
proceeds of $27.6  million  from  the  sale.  No  gain  or  loss  was
recognized  on  the  sale.   Included  in  the Company's consolidated
results  are revenues  of  $36.0  million  and  operating  income  of
$1.4 million for the first six months of 2000.

Corporate Administrative Expense

     Corporate administrative expense decreased $1.6 million to $17.1
million  for  the quarter ended June 30, 2000 compared  to  the  same
period  in  1999.  Corporate administrative  expense  decreased  $5.8
million  to  $34.7  million for the six months ended  June  30,  2000
compared to the same period in 1999. The decrease for the six  months
ended June 30, 2000 is primarily due to lower merger expenses.

Capital Resources and Liquidity

     Cash Flow.  As  of June 30, 2000, Pennzoil-Quaker State had cash
and  cash equivalents of $21.0 million.  During the six months  ended
June 30, 2000, cash and cash equivalents increased $0.8 million.
     For  purposes  of the condensed consolidated statement  of  cash
flows,  all  highly liquid investments purchased with a  maturity  of
three months or less are considered to be cash equivalents.
     The decrease in cash flow from operating activities for the  six
months  ended June 30, 2000 compared to the same period  in  1999  is
primarily due to an increase in working capital.
     Debt Instruments and Repayments. Pennzoil-Quaker State primarily
utilizes its commercial paper programs to manage its cash flow needs.
Pennzoil-Quaker State currently limits aggregate borrowings under its
commercial  paper  programs  to  $600.0  million.  Commercial   paper
borrowings  totaling  $386.7 million at  June  30,  2000  and  $242.6
million at December 31, 1999 have been classified as long-term  debt.
Such  debt classification is based upon the availability of long-term
credit facilities to refinance the commercial paper and the Company's
intent  to  maintain  such commitments in excess  of  one  year.  The
Company  had three short-term variable-rate credit arrangements  with
banks  at  June 30, 2000.  The Company currently limits its aggregate
borrowings  under  these  types  of  credit  arrangements  to  $300.0
million.  Outstanding borrowings were $50.0 million at June 30,  2000
and  $16.0 million at December 31, 1999  and were classified as long-
term   debt.   Such  debt  classification  is  also  based   on   the
availability  of  long-term  credit  facilities  to  refinance  these
arrangements and the Company's intent to maintain such commitments in
excess of one year.  The Company has a revolving credit facility with
a  group of banks that provides for up to $600.0 million of committed
unsecured  revolving credit borrowings  through  November  14,  2000,
with  any outstanding borrowings on such date being converted into  a
term credit facility terminating on November 14, 2001.  There were no
borrowings outstanding under this revolving credit facility  at  June
30, 2000 or December 31, 1999.
     Pennzoil-Quaker  State  also   maintains   a  revolving   credit
facility  with  a  Canadian bank, which provides for  up  to  US$18.2
million  of committed borrowings through October 29, 2000,  with  any
outstanding  borrowings  on such date being  converted  into  a  term
credit facility terminating on October 29, 2001. As of June 30,  2000
and  December  31,  1999,  borrowings under  the  Company's  Canadian
facility  totaled US$13.5 million and US$13.8 million,  respectively,
and have been classified as long-term debt.
     Accounts Receivable. Pennzoil-Quaker  State,  through its wholly
owned  subsidiary Pennzoil Receivables Company ("PRC"), sells certain
of  its  accounts receivable to a third party purchaser.   PRC  is  a
special  limited  purpose corporation and  the  assets  of   PRC  are
available solely to satisfy the claims of its own creditors  and  not
those  of  Pennzoil-Quaker  State or  its  affiliates.   The  Company
entered  into  a  new  receivables sales facility in June  1999  that
provides  for  ongoing  sales  of up to $160.0  million  of  accounts
receivable through August 2000, at which time the Company intends  to
renew the facility.  The Company's net accounts receivable sold under
its  receivable  sales  facility totaled $160.0  million  and  $153.1
million at June 30, 2000 and December 31, 1999, respectively.

<PAGE>
<PAGE>  11

     The  Company  maintains  a  lube center receivable purchase  and
sale  agreement,  which  provides  for  the  sale  of  certain  notes
receivable  up to $275.0 million, through a wholly owned  subsidiary,
Pennzoil  Lube  Center Acceptance Corporation  ("PLCAC").    In  June
2000, the Company increased the aggregate  purchase price limit  from
$220.0 million to $275.0 million.  PLCAC is a Nevada corporation  and
the assets of PLCAC are available solely to satisfy the claims of its
own   creditors  and  not  those  of  Pennzoil-Quaker  State  or  its
affiliates.  Through June 30, 2000, the Company has sold a  total  of
$213.0  million  of notes receivable under this agreement,  of  which
$164.7 million were outstanding to the third party purchaser at  June
30, 2000.  Through December 31, 1999, the Company had sold a total of
$186.9  million  of notes receivable under this agreement,  of  which
$153.2  million  were  outstanding to the third  party  purchaser  at
December 31, 1999.

Disclosures about Market Risk

     The  Company's primary exposure to market risk includes  changes
in  interest  rates, commodity prices and foreign  currency  exchange
rates.
     Pennzoil-Quaker State has approved a tactical hedging program to
lock in refining margins on up to ninety percent of its production of
certain  refined  fuel products through year-end 2000.   Pursuant  to
this  strategy,  Pennzoil-Quaker State entered into  several  futures
contracts  in   January 2000 and additional contracts  in  May  2000.
Operating  losses of $5.3 million and $6.9 million  related  to  this
program  were  recognized in net sales during  the  quarter  and  six
months  ended June 30, 2000, respectively.  The estimated fair  value
of the unrealized loss associated with the open futures contracts was
$5.1 million at June 30, 2000.
     In  April 2000, in conjunction with the purchase of two  British
automotive  consumer products companies, the Company entered  into  a
series  of U.K. pound Sterling forward swaps to hedge against foreign
currency  risk.   The acquired contracts called for a  swap  of  10.9
million GBP to be swapped for $17.3 million USD.  Unrealized gains or
losses were deferred until settlement of the swap, which occurred  in
August   2000.   No  material  gain  or  loss  was  recognized   upon
settlement.

Forward-Looking Statements - Safe Harbor Provisions

     This  quarterly report on Form 10-Q of Pennzoil-Quaker State for
the  quarter  and  six  months ended June 30, 2000  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,  Pennzoil-
Quaker  State 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 that 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>  12

<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               Six Months Ended
                                                                           June 30,                        June 30,
                                                                 ----------------------------    ----------------------------
                                                                    2000             1999           2000             1999
                                                                 -----------      -----------    -----------      -----------
                                                                           (Dollar amounts expressed in thousands)

<S>                                                              <C>              <C>            <C>              <C>
REVENUES
   Net sales
      Lubricants and Consumer Products                           $  528,577       $  501,192     $1,014,379       $  980,274
      Base Oil and Specialty Products                               293,204          188,442        557,140          339,345
      Jiffy Lube                                                     84,810          111,129        166,894          230,429
      Intersegment sales and other                                  (67,527)         (54,218)      (133,704)        (105,510)
                                                                 -----------      -----------    -----------      -----------
                                                                    839,064          746,545      1,604,709        1,444,538
                                                                 -----------      -----------    -----------      -----------

   Other income, net
      Lubricants and Consumer Products                                3,855            5,809          6,458            5,855
      Base Oil and Specialty Products                                16,352            6,925         22,326           12,055
      Jiffy Lube                                                      1,159           (1,022)         4,112              777
      Other                                                          (1,697)            (743)         1,040           (1,649)
                                                                 -----------      -----------    -----------      -----------
                                                                     19,669           10,969         33,936           17,038
                                                                 -----------      -----------    -----------      -----------
   Total revenues                                                $  858,733       $  757,514     $1,638,645       $1,461,576
                                                                 ===========      ===========    ===========      ===========

OPERATING INCOME (LOSS)
   Lubricants and Consumer Products                              $   56,232       $   51,568     $  102,925       $   93,646
   Base Oil and Specialty Products                                    7,998           (3,628)        (4,081)          (9,606)
   Jiffy Lube                                                         7,627             (978)        10,876             (866)
   Other                                                             (3,175)           7,251         (4,498)          10,780
                                                                 -----------      -----------    -----------      -----------
        Total operating income                                       68,682           54,213        105,222           93,954

Corporate administrative expense                                     17,075           18,728         34,736           40,540
Restructuring charges                                                   -                -           34,405              -
Interest charges, net                                                23,601           21,081         45,242           38,822
                                                                 -----------      -----------    -----------      -----------
Income(loss)before income tax                                        28,006           14,404         (9,161)          14,592

Income tax provision (benefit)                                       15,425            8,102         (3,834)          10,509
                                                                 -----------      -----------    -----------      -----------

NET INCOME(LOSS)                                                 $   12,581       $    6,302     $   (5,327)      $    4,083
                                                                 ===========      ===========    ===========      ===========
RATIO OF EARNINGS TO FIXED CHARGES                                                                      -               1.21
                                                                                                 ===========      ===========
AMOUNT BY WHICH FIXED CHARGES                                                                    $   16,567              -
    EXCEEDS EARNINGS                                                                             ===========      ===========




</TABLE>


<PAGE>
<PAGE>  13

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

<CAPTION>
                                                                    Three Months Ended                Six Months Ended
                                                                         June 30                          June 30
                                                               ------------------------------    ------------------------------
                                                                   2000              1999           2000               1999
                                                               ------------      ------------    ------------      ------------
<S>                                                            <C>               <C>             <C>               <C>
OPERATING DATA
--------------

LUBRICANTS AND CONSUMER PRODUCTS
  Total revenues (in thousands):
      Lubricants                                              $   375,856       $   366,190     $   722,318         $ 711,050
      Consumer Products                                            96,869            82,924         184,152           167,219
      International                                                66,229            58,071         123,202           108,015
      Eliminations and other                                       (6,522)             (184)         (8,835)             (155)
                                                               ------------      ------------    ------------      ------------
           Total revenues                                     $   532,432       $   507,001     $ 1,020,837       $   986,129
                                                               ============      ============    ============      ============

  Operating income (in thousands):
      Lubricants                                              $    44,014       $    34,327     $    73,686       $    65,781
      Consumer Products                                             7,509            13,213          20,063            22,204
      International                                                 4,709             4,028           9,176             5,661
                                                               ------------      ------------    ------------      ------------
           Total operating income                             $    56,232       $    51,568     $   102,925       $    93,646
                                                               ============      ============    ============      ============

JIFFY LUBE
  Domestic systemwide sales (in thousands)                     $  301,753        $  278,895      $  581,211        $  555,807
  Same center sales(in thousands)                              $  280,298        $  266,328      $  538,959        $  510,999
  Centers open                                                      2,162             2,147           2,162             2,147

BASE OIL AND SPECIALTY PRODUCTS (A)
  Raw materials processed (barrels per day)(B)                     59,485            75,815          54,584            68,400
  Refining capacity (barrels per day)(B)                           60,800            76,000          68,300            76,000
  Refiner's margin ($ per barrel)                              $     6.49        $     4.92      $     6.41        $     6.19
  Operating costs ($ per barrel)                               $     4.96        $     3.50      $     6.52        $     4.53
  Depreciation ($ per barrel)                                  $      .40        $     1.08      $      .44        $     1.20

  Refinery Feedstocks:
      Paraffinic crude oil                                            46%               66%             46%               68%
      Naphthenic crude oil                                             7%                6%              8%                7%
      Other feedstocks and blendstocks                                47%               28%             46%               25%

  Refinery Yields:
      Gasolines                                                       25%               27%             23%               27%
      Distillates                                                     31%               33%             31%               32%
      Lube base stocks                                                28%               27%             29%               27%
      Waxes                                                            1%                3%              2%                3%
      Other products                                                  15%               10%             15%               11%

  Market Data:
      WTI crude oil ($ per barrel)                             $    28.60        $    17.66      $    28.67        $    15.35
      3-2-1 crack spread ($ per barrel) (C)                    $     5.57        $     1.62      $     4.68        $     1.50
      Base oil gross margin ($ per barrel) (D)                 $    23.06        $    16.38      $    20.41        $    17.77

<FN>
<F1>
(A)  Includes Pennzoil-Quaker State's 50% ownership of Excel Paralubes.
<F2>
(B)  Rouseville, PA refinery stopped processing crude oil on February 2, 2000 and was sold on April 7, 2000.
<F3>
(C)  Regular unleaded gasoline and low sulpher diesel vs. WTI crude oil.
<F4>
(D)  Exxon 100N posting vs. WTI crude oil.
</FN>

</TABLE>


<PAGE>
<PAGE>  14
               PART II. OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders

(a)Annual Meeting of Shareholders
   May  4, 2000

(c)                                                                  Broker
   Proposals                    For     Against  Withheld  Abstain  Non-Votes
                             ---------- -------  --------- -------  ---------
   Election of Directors
    Howard H. Baker, Jr.     68,596,925    -     1,457,072    -         -
    James L. Pate            67,911,320    -     2,142,677    -         -
    Gerald B. Smith          68,912,522    -     1,141,475    -         -
    Lorne R. Waxlax          68,895,069    -     1,158,928    -         -

   Approval of Appointment
    of Arthur Andersen LLP
    As Independent Public
    Accountants              69,284,130  521,137     -     248,730     -




Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits -

     12  Computation of Ratio of Earnings to Fixed Charges for the
         six months ended June 30, 2000 and 1999.

     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-QUAKER STATE COMPANY
                                              Registrant




                                   S/N Michael J. Maratea
                                   Michael J. Maratea
                                   Vice President and Controller



August 14, 2000