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, 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, October 31, 2000:

     Common Stock, par value $0.10 per share, 78,681,368 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               Nine Months Ended
                                                                          September 30                     September 30
                                                                  ----------------------------     ----------------------------
                                                                      2000             1999            2000             1999
                                                                  -----------      -----------     -----------      -----------
                                                                       (Expressed in thousands except per share amounts)

<S>                                                               <C>
REVENUES                                                          $  798,701       $  760,340      $2,437,346       $2,221,916

COSTS AND EXPENSES
   Cost of sales                                                     592,478          571,814       1,835,603        1,618,394
   Selling, general and administrative                               123,744          139,686         390,328          429,583
   Restructuring charges                                                -                -             34,405             -
   Depreciation and amortization                                      24,764           31,656          74,882           95,526
   Taxes, other than income                                            5,406            4,677          13,738           12,492
   Interest charges, net                                              24,334           20,143          69,576           58,965
                                                                  -----------      -----------     -----------      -----------
INCOME(LOSS)BEFORE INCOME TAX                                         27,975           (7,636)         18,814            6,956

Income tax provision (benefit)                                        21,106             (892)         17,272            9,617
                                                                  -----------      -----------     -----------      -----------
NET INCOME (LOSS)                                                 $    6,869       $   (6,744)     $    1,542       $   (2,661)
                                                                  ===========      ===========     ===========      ===========

BASIC AND DILUTED EARNINGS (LOSS) PER SHARE                       $     0.09       $    (0.09)    $      0.02       $    (0.03)
                                                                  ===========      ===========     ===========      ===========

DIVIDENDS PER COMMON SHARE                                        $   0.1875       $   0.1875      $   0.5625       $   0.5625
                                                                  ===========      ===========     ===========      ===========
AVERAGE SHARES OUTSTANDING:
   BASIC                                                              78,573           77,874          78,395           77,760
                                                                  ===========      ===========     ===========      ===========
   DILUTED                                                            79,910           77,874          79,254           77,760
                                                                  ===========      ===========     ===========      ===========
END OF PERIOD SHARES OUTSTANDING                                      78,663           77,926          78,663           77,926
                                                                  ===========      ===========     ===========      ===========

NET INCOME (LOSS)                                                 $    6,869       $   (6,744)     $    1,542       $   (2,661)

CHANGE IN:
     Foreign currency translation adjustment                           2,275            7,269            (297)           6,762
     Unrealized loss on investment in securities                        (247)            (124)           (370)            (556)
                                                                  -----------      -----------     -----------      -----------
COMPREHENSIVE INCOME (LOSS)                                       $    8,897       $      401      $      875       $    3,545
                                                                  ===========      ===========     ===========      ===========

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

Current assets
   Cash and cash equivalents                                                $     22,325         $     20,155
   Receivables                                                                   345,589              312,320
   Inventories                                                                   346,100              298,202
   Materials and supplies                                                          9,936               11,063
   Other current assets                                                           46,485               44,298
                                                                            -------------        -------------
Total current assets                                                             770,435              686,038

Property, plant and equipment, net                                               491,940              502,101
Deferred income taxes                                                            258,282              272,677
Goodwill and other intangibles                                                 1,091,628            1,065,143
Other assets                                                                     218,148              207,262
                                                                            -------------        -------------

TOTAL ASSETS                                                                $  2,830,433         $  2,733,221
                                                                            =============        =============

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
   Current maturities of long-term debt                                     $     11,044         $      1,080
   Accounts payable                                                              180,509              210,700
   Payroll accrued                                                                17,971               28,328
   Other current liabilities                                                     124,485              129,295
                                                                            -------------        -------------
Total current liabilities                                                        334,009              369,403

Total long-term debt, less current maturities                                  1,206,543            1,026,153
Capital lease obligations, less current maturities                                63,289               68,786
Other liabilities                                                                314,419              319,011
                                                                            -------------        -------------
TOTAL LIABILITIES                                                              1,918,260            1,783,353
                                                                            -------------        -------------
COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY                                                             912,173              949,868
                                                                            -------------        -------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                  $  2,830,433         $  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>
                                                                                           Nine Months Ended
                                                                                              September 30
                                                                                   ---------------------------------
                                                                                      2000                  1999
                                                                                   -----------           -----------
                                                                                       (Expressed in thousands)

<S>                                                                                <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                                                $    1,542            $   (2,661)
  Adjustments to reconcile net income (loss) to net cash
    provided by (used in) operating activities:
      Depreciation and amortization                                                    74,882                95,526
      Deferred income tax                                                              14,562                 6,751
      Distributions from equity investees in
           excess of (less than) earnings                                              (4,548)                2,100
      Other non-cash items                                                             12,455                14,407
      Changes in accounts receivable                                                  (49,987)              (50,008)
      Changes in inventories                                                          (58,026)                  (12)
      Changes in other operating assets and liabilities                               (41,510)               (4,915)
                                                                                   -----------           -----------
  Net cash provided by (used in) operating activities                                 (50,630)               61,188
                                                                                   -----------           -----------
CASH FLOWS FROM INVESTING ACTIVITIES
  Capital expenditures                                                                (51,728)              (50,395)
  Acquisitions, net of cash acquired                                                  (76,282)                  -
  Proceeds from sales of assets                                                        49,262                95,513
  Other investing activities                                                            4,260               (10,449)
                                                                                   -----------           -----------
  Net cash provided by (used in) investing activities                                 (74,488)               34,669
                                                                                   -----------           -----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Net proceeds from (repayments of) debt                                              171,309               (40,613)
  Dividends paid                                                                      (44,021)              (43,747)
  Other financing activities                                                              -                  (7,302)
                                                                                   -----------           -----------
  Net cash provided by (used in) financing activities                                 127,288               (91,662)
                                                                                   -----------           -----------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                               2,170                 4,195


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

CASH AND CASH EQUIVALENTS, end of period                                           $   22,325            $   19,094
                                                                                   ===========           ===========
<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  statement
requires  that changes in the derivative instrument's fair  value  be
recognized  currently  in earnings unless specific  hedge  accounting
criteria are met.  Special accounting for qualifying hedges allows  a
derivative instrument'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
will adopt this statement on January 1, 2001.
             SFAS No. 133 provides that the effective portion of  the
gain or loss on a derivative instrument designated and qualifying  as
a  cash  flow hedging instrument be reported as a component of  other
comprehensive income and be reclassified into earnings  in  the  same
period  or  periods  during  which  the  hedged  transaction  affects
earnings.   The ineffective portion of a hedging derivative's  change
in fair value will be immediately recognized in earnings. The Company
currently  utilizes futures contracts as cash flow hedges  to  manage
the  price  risk of refined fuel products.  Based upon the  Company's
assessment  of its derivative contracts, if the Company  had  adopted
SFAS  No.  133 on October 1, 2000, it would have recorded  a  current
liability of approximately $6.6 million, representing the fair market
value  of its derivative instruments on that date and a reduction  of
equity   through   other  comprehensive  income  of   $6.6   million,
representing the intrinsic value of the cash flow hedges using  NYMEX
West  Texas  Intermediate prices as of September 29,  2000.   As  the
futures  contracts settle each month, the current liability would  be
adjusted  to  reflect the current fair market value and  the  monthly
settlement  would  be recorded in revenues through an  adjustment  to
other comprehensive income.  The futures contracts expire on December
31, 2000.


<PAGE>
<PAGE>  6

              PART I. FINANCIAL INFORMATION - continued


(3)       Summarized Financial Data of Excel Paralubes -

             Summarized financial information for Excel Paralubes for
the three and nine months ended September 30, 2000 and 1999 on a 100%
basis follows:

<TABLE>
                       Three months ended September 30       Nine months ended September 30
                       -------------------------------       ------------------------------
                           2000               1999               2000              1999
                       ------------       ------------       ------------      ------------
                                              (Expressed in thousands)
                                                     (Unaudited)
<S>                    <C>               <C>                 <C>               <C>
Revenues               $   135,715        $    91,079        $   379,225       $   216,217
Operating earnings          25,756             13,492             69,525            38,093
Net income                  15,688              3,839             39,166             9,124
</TABLE>

              Pennzoil-Quaker   State's  net  investment   in   Excel
Paralubes,  accounted for using the equity method and  carried  as  a
credit  balance of $59.1 million and $61.5 million at  September  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  September  30,
2000  and  1999  of  $7.8 million and $1.9 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 nine months ended September
30, 2000 and 1999 was $19.6 million and $4.6 million, respectively.

(4)       Segment Reporting -

             During 1999, the Company completed a strategic review of
its   manufacturing  assets  and  businesses,  including  refineries,
partnerships  and packaging plants.  During the review, it  evaluated
the  strategic and financial advantages and disadvantages it  derives
from  the  vertical  integration of its manufacturing  and  marketing
capabilities.   Based  on  the results of this  review,  the  Company
decided to withdraw from the refining business and to dispose of  its
refineries  and related assets.  Effective July 1, 2000, the  Company
realigned  its  business  segments to  report  Excel  as  a  separate
segment.  This segment includes Pennzoil-Quaker State's investment in
Excel   Paralubes,  a  50/50  partnership  with  Conoco   Inc.    The
partnership  operates  a facility that produces approximately  20,000
barrels  per  day  of  high-quality base oils.  The  segment  results
include  the  purchase  of base oils from the partnership  at  market
price  and  the  subsequent intercompany sale to the  Lubricants  and
Consumer Products segment.  Prior to the third quarter of 2000, Excel
was reported in the Base Oil and Specialty Products segment.  Results
for  the  first nine months of 2000 and prior year have been restated
to conform with the new presentation.


<PAGE>
<PAGE>  7

              PART I. FINANCIAL INFORMATION - continued

(5)       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 $361.2 million at September  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 September  30,  2000.
The  Company  currently limits its aggregate borrowings  under  these
types   of   credit  arrangements  to  $300.0  million.   Outstanding
borrowings were $55.5 million at September 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
increase in short-term borrowings over December 31, 1999 is primarily
due   to  increased  accounts  receivable,  higher  inventories   and
acquisitions  made  during 2000. 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.  The  Company  is currently negotiating  an  extension  on  the
revolving facility.  There were no borrowings outstanding under  this
revolving credit facility at September 30, 2000 or December 31, 1999.
             Pennzoil-Quaker State also maintains a revolving  credit
facility with a Canadian bank, which provides for up to $18.0 million
of   committed  borrowings  through  October  28,  2001,   with   any
outstanding  borrowings  on such date being  converted  into  a  term
credit facility terminating on October 28, 2002.  As of September 30,
2000  and  December 31, 1999, borrowings under the Company's Canadian
facility  totaled $13.3 million and $13.8 million, respectively,  and
have been classified as long-term debt.

(6)       Earnings Per Share -

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

<TABLE>
                                             Three Months                     Nine Months
                                          ended September 30               ended September 30
                                      ----------------------------    ----------------------------
                                          2000            1999            2000            1999
                                      ------------    ------------    ------------    ------------
                                            (Expressed in thousands except per share amounts)
<S>                                   <C>             <C>             <C>             <C>
Net income(loss)                      $     6,869     $    (6,744)    $     1,542     $    (2,661)
Basic weighted average shares              78,573          77,874          78,395          77,760
Effect of dilutive securities (A)
   Options                                    772             -               474             -
   Awards                                     565             -               385             -
                                      ------------    ------------    ------------    ------------
Diluted weighted average shares            79,910          77,874          79,254          77,760

Basic and diluted earnings
     (loss) per share                 $      0.09     $     (0.09)    $      0.02     $     (0.03)
<FN>
<F1> (A)  A weighted average number of options to purchase 6.3 million  and 7.6 million shares  of
          common stock were outstanding for the three months and nine months ended  September  30,
          2000, respectively, 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 6.9 million  shares  of
          common stock were outstanding for the three months and nine months  ended  September 30,
          1999, and awards of 269.2 and 291.3 thousand shares of  common  stock  were  outstanding
          for the three months and nine months ended September 30, 1999,  respectively,  but  were
          not included in the computation of diluted earnings per share because these options  and
          awards would have resulted in an antidilutive per share amount.
</FN>
</TABLE>

<PAGE>
<PAGE>  8

              PART I. FINANCIAL INFORMATION - continued

(7)       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 $4.4 million and $11.3 million related
to  this program were recognized in net sales during the quarter  and
nine  months  ended September 30, 2000, respectively.  The  estimated
fair  value  of the unrealized loss associated with the open  futures
contracts was $6.6 million at September 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. British pound forward swaps to hedge  against
foreign  currency risk.  The acquired contracts called for  an  April
26,  2000  swap of $17.3 million for British pounds of 10.9  million.
The contracts settled on August 2, 2000, and no material gain or loss
was  recognized  upon  settlement.  As of  September  30,  2000,  the
Company had no foreign currency swaps outstanding.

(8)       Comprehensive Income -

             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  information is included  in  the  accompanying
condensed  consolidated  statement of  operations  and  comprehensive
income.

(9)       Cash Flow Information -

             Cash  paid  for  interest during the nine  months  ended
September  30,  2000  and 1999 was $60.8 million and  $30.5  million,
respectively.   Income  tax  refunds, net  of tax payments,  of  $7.3
million  and $26.6 million were received during the nine months ended
September 30, 2000 and 1999, respectively. The decrease in cash  flow
from  operating  activities for the nine months ended  September  30,
2000,  compared  to the same period in 1999 is primarily  due  to  an
increase  in  working capital caused by the effect of higher  product
prices on accounts receivable and higher inventories.

(10)     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 September 30, 2000, 35 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 $25.6 million was reduced  by  $0.3
million  as a result of the severance expenses paid to the  employees
during  the three months ended September 30, 2000.  Through September
30,  2000, 270 employees had been terminated as a result of workforce
reductions  and  were paid pursuant to the general and administrative
cost  reduction plan.  The accrued liability balance was  reduced  by
$2.6  million through the nine-month period ended  September 30, 2000
as  a  result  of the severance expenses paid to the employees.   The
remaining accrual at September 30, 2000 totaled $25.3 million.

<PAGE>
<PAGE>  9

              PART I. FINANCIAL INFORMATION - continued

(11)     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  ("Bareco")  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 consolidated
results  are revenues of $36.4 million and operating income  of  $1.0
million related to the operations of Rouseville and Bareco in 2000.

(12)     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  certain  assets  of  Auto  Fashions,  a  25  year-old  Australian
automotive  accessories firm operated by Robert Hicks  Pty  Ltd.  for
approximately $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.
             The  acquisitions referred to above were  accounted  for
using  the purchase method of accounting.  The excess of the purchase
price  over  the estimated fair value of the net assets acquired  has
been  reflected as goodwill and is being amortized on a straight-line
basis.

<PAGE>
<PAGE>  10

              PART I. FINANCIAL INFORMATION - continued

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 four segments: (1)  Lubricants  and
Consumer  Products,  (2)  Jiffy Lube,  (3)  Base  Oil  and  Specialty
Products and (4) Excel.

Results of Operations

             Net  sales for Pennzoil-Quaker State increased by  $28.9
million  and  $189.1 million, or approximately  4%  and  9%  for  the
quarter  and nine months ended September 30, 2000, to $776.2  million
and  $2,380.9 million, respectively.  The increase in net  sales  was
primarily  due to higher refined product prices partially  offset  by
lower Jiffy Lube net sales resulting from the sale of stores.
             Net  income  for  the  quarter  and  nine  months  ended
September  30, 2000 was $6.8 million, or 9 cents per basic share  and
$1.5  million,  or  2  cents  per basic  share,  respectively.   This
compares  with net loss of $6.7 million, or 9 cents per  basic  share
for  the  quarter ended September 30, 1999  and a net  loss  of  $2.7
million,  or  3  cents  per basic share for  the  nine  months  ended
September  30,  1999.   The increase in income  for  the  quarter  is
primarily  due  to higher results in all operating business  segments
partially offset by higher interest expense.  The increase in  income
for  the  nine months ended September 30, 2000, compared to the  same
period  in  1999, is primarily due to  higher results in  Jiffy  Lube
related to higher rental and royalty income, higher results in  Excel
due  to  higher equity income in the partnership and higher base  oil
margins   and   lower  overall  Company  general  and  administrative
expenses.   These improvements were partially offset  by  charges  of
$13.0 million related to a fire at the Shreveport, Louisiana refinery
facility  that occurred on January 18, 2000, one-time costs of  $34.4
million associated with the Company's general and administrative cost
reduction project and higher interest expense.

Lubricants and Consumer Products

             Net  sales  for  the  Lubricants and  Consumer  Products
segment were $502.4 million and $1,516.8 million for the quarter  and
nine  months  ended  September 30, 2000,  respectively,  compared  to
$466.0  million and $1,446.2 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.    International  net  sales  increased  primarily   due   to
acquisitions and higher average product prices.  Operating income for
this segment was $51.3 million and $154.2 million for the quarter and
nine  months ended September 30, 2000, compared to $45.1 million  and
$138.7  million  for  the same periods last  year.  The  increase  in
operating income for the quarter and nine months ended September  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 certain  assets  of  Auto
Fashions,  a  25  year-old  Australian  automotive  accessories  firm
operated  by  Robert Hicks Pty Ltd. for approximately  $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.

<PAGE>
<PAGE>  11

              PART I. FINANCIAL INFORMATION - continued

Jiffy Lube

             Net sales for this segment were $84.0 million and $250.8
million  for  the quarter and nine months ended September  30,  2000,
respectively.   This  compares to net sales  of  $101.1  million  and
$331.5  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 for this segment for the quarter and  nine
months  ended  September 30, 2000  was $3.4 million and $7.5  million,
respectively, compared to $2.0 million and $2.8 million for the  same
periods  in 1999. The increase in other income was primarily  due  to
higher  franchise  fees in 2000 and net losses on  sales  of  company
centers  in 1999.  Operating income (loss) from this segment for  the
quarter and nine months ended September 30, 2000  was $7.9 million and
$18.8  million, respectively, compared to ($0.3) million  and  ($1.2)
million  for the same periods in 1999.  The improvement in  operating
income was primarily due to lower selling, general and administrative
expenses, higher rental and royalty income and lower merger costs.

Base Oil and Specialty Products

            Net sales for this segment were $256.7 million and $813.8
million  for  the quarter and nine months ended September  30,  2000,
respectively.   This  compares to net sales  of  $236.7  million  and
$576.0  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 nine months ended September 30, 2000  was $2.4 million
and  $13.0 million, respectively, compared to $8.5 million and  $17.9
million  for the same periods in 1999.  The decrease in other  income
was  primarily  due  to  higher  crude related  feedstock  costs  for
Penreco.  Operating loss   from this segment for the quarter and nine
months ended September 30, 2000  was $5.8 million and $29.0  million,
respectively, compared to an operating loss of $13.5 million and $28.7
million  for  the  same periods in 1999.  The increase  in  operating
income for the quarter ended September 30, 2000  was primarily due  to
higher  base  oil  margins.   Working capital  increased  during  the
quarter due to a build-up of crude oil inventories in preparation for
supply interruptions expected to result from a six month shut-down of
the  Exxon pipeline used to deliver a large portion of the Shreveport
refinery feedstock.
             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 $36.4  million  and  operating
income  of  $1.0 million related to the operations of Rouseville  and
Bareco in 2000.

<PAGE>
<PAGE>  12

              PART I. FINANCIAL INFORMATION - continued

Excel

             Net  sales,  all  of  which were to the  Lubricants  and
Consumer Products segment, were $49.7 million and $142.2 million  for
the  quarter  and nine months ended September 30, 2000, respectively.
This compares to net sales of $33.5 million and $81.8 million for the
same  periods in 1999.  The increase is primarily due to higher  base
oil  prices resulting from higher crude oil prices.  Other income for
this segment for the quarter and nine months ended September 30, 2000
was $7.8 million and $19.6 million,  respectively, compared  to  $1.9
million and $4.6 million for the same periods in 1999.  Other  income
represents the earnings from the 50/50 partnership with Conoco  Inc.,
which is recorded using the equity method of accounting. The increase
in  equity  income  reflects the higher base oil margins.   Operating
income  from  this  segment for the quarter  and  nine  months  ended
September 30, 2000  was $11.9 million and $31.0 million, respectively,
compared  to  operating income of $4.4 million and $10.0 million  for
the  same periods in 1999.  The increase in operating income for  the
quarter and nine months ended September 30, 2000 was primarily due to
higher base oil margins.

Corporate Administrative Expense

             Corporate administrative expense decreased $1.0  million
to $16.5 million for the quarter ended September 30, 2000 compared to
the  same  period in 1999. Corporate administrative expense decreased
$6.8 million to $51.3 million for the nine months ended September 30,
2000, compared to the same period in 1999. The decrease for the  nine
months  ended  September 30, 2000  is primarily due  to  lower  merger
expenses.

Capital Resources and Liquidity

             Cash  Flow.   As  of September 30, 2000, Pennzoil-Quaker
State  had  cash and cash equivalents of $22.3 million.   During  the
nine  months  ended  September 30, 2000, cash  and  cash  equivalents
increased $2.2 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  nine
months  ended September 30, 2000 compared to the same period in  1999
is  primarily  due to an increase in working capital  caused  by  the
effect   of   higher  prices  on  accounts  receivable   and   higher
inventories.

<PAGE>
<PAGE>  13

              PART I. FINANCIAL INFORMATION - continued

             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 $361.2 million at September  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 September  30,  2000.
The  Company  currently limits its aggregate borrowings  under  these
types   of   credit  arrangements  to  $300.0  million.   Outstanding
borrowings were $55.5 million at September 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
increase in short-term borrowings over December 31, 1999 is primarily
due   to  increased  accounts  receivable,  higher  inventories   and
acquisitions  made during 2000.  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.   The  Company  is currently negotiating an  extension  on  the
revolving facility.  There were no borrowings outstanding under  this
revolving credit facility at September 30, 2000 or December 31, 1999.
             Pennzoil-Quaker State also maintains a revolving  credit
facility with a Canadian bank, which provides for up to $18.0 million
of   committed  borrowings  through  October  28,  2001,   with   any
outstanding  borrowings  on such date being  converted  into  a  term
credit facility terminating on October 28, 2002. As of September  30,
2000  and  December 31, 1999, borrowings under the Company's Canadian
facility  totaled $13.3 million and $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
renewed  and  increased the receivable sales facility  during  August
2000.   The  renewed facility provides for ongoing  sales  of  $170.0
million  (previously $160.0 million) through August  2001,  at  which
time  the  Company intends to renew the facility.  The Company's  net
accounts receivable sold under its receivable sales facility  totaled
$169.7  million and $153.1 million at September 30, 2000 and December
31, 1999, respectively.
             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 September 30, 2000, the Company has sold a total
of  $219.0 million of notes receivable under this agreement, of which
$160.5  million  were  outstanding to the third  party  purchaser  at
September 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.

<PAGE>
<PAGE>  14

              PART I. FINANCIAL INFORMATION - continued

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 $4.4 million and $11.3 million related  to
this program were recognized in net sales during the quarter and nine
months  ended  September 30, 2000, respectively.  The estimated  fair
value  of  the  unrealized  loss associated  with  the  open  futures
contracts was $6.6 million at September 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.  British  pound  forward  swaps  to  hedge
against foreign currency risk.  The acquired contracts called for  an
April 26, 2000  swap of $17.3  million  for  British pounds  of  10.9
million.   The  contracts settled on August 2, 2000, and no  material
gain  or  loss  was recognized upon settlement.  As of September  30,
2000, the Company had no foreign currency swaps outstanding.

Forward-Looking Statements - Safe Harbor Provisions

             This  quarterly  report on Form 10-Q of  Pennzoil-Quaker
State  for  the  quarter  and nine months ended  September  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>  15

<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
                                                                 ----------------------------    ----------------------------
                                                                    2000             1999           2000             1999
                                                                 -----------      -----------    -----------      -----------
                                                                           (Dollar amounts expressed in thousands)

<S>                                                              <C>              <C>            <C>              <C>
REVENUES
   Net sales
      Lubricants and Consumer Products                           $  502,439       $  465,952     $1,516,818       $1,446,226
      Base Oil and Specialty Products                               256,709          236,682        813,849          576,026
      Jiffy Lube                                                     83,951          101,078        250,845          331,507
      Excel (a)                                                      49,744           33,453        142,211           81,806
      Intersegment sales and other                                 (116,617)         (89,846)      (342,788)        (243,708)
                                                                 -----------      -----------    -----------      -----------
                                                                    776,226          747,319      2,380,935        2,191,857
                                                                 -----------      -----------    -----------      -----------

   Other income, net
      Lubricants and Consumer Products                                4,990            2,353         11,448            8,208
      Base Oil and Specialty Products                                 2,435            8,507         13,019           17,921
      Jiffy Lube                                                      3,366            1,994          7,478            2,771
      Excel                                                           7,843            1,920         19,585            4,561
      Other                                                           3,841           (1,753)         4,881           (3,402)
                                                                 -----------      -----------    -----------      -----------
                                                                     22,475           13,021         56,411           30,059
                                                                 -----------      -----------    -----------      -----------
   Total revenues                                                $  798,701       $  760,340     $2,437,346       $2,221,916
                                                                 ===========      ===========    ===========      ===========

OPERATING INCOME (LOSS)
   Lubricants and Consumer Products                              $   51,286       $   45,051     $  154,211       $  138,697
   Base Oil and Specialty Products                                   (5,800)         (13,485)       (29,019)         (28,710)
   Jiffy Lube                                                         7,921             (330)        18,797           (1,196)
   Excel                                                             11,859            4,382         30,997           10,001
   Other                                                              3,582           (5,622)          (916)           5,158
                                                                 -----------      -----------    -----------      -----------
        Total operating income                                       68,848           29,996        174,070          123,950

Corporate administrative expense                                     16,539           17,489         51,275           58,029
Restructuring charges                                                   -                -           34,405              -
Interest charges, net                                                24,334           20,143         69,576           58,965
                                                                 -----------      -----------    -----------      -----------
Income(loss)before income tax                                        27,975           (7,636)        18,814            6,956

Income tax provision (benefit)                                       21,106             (892)        17,272            9,617
                                                                 -----------      -----------    -----------      -----------

NET INCOME(LOSS)                                                 $    6,869       $   (6,744)    $    1,542       $   (2,661)
                                                                 ===========      ===========    ===========      ===========
RATIO OF EARNINGS TO FIXED CHARGES                                                                     1.16             1.10
                                                                                                 ===========      ===========

<FN>
<F1>
(a)  All net sales amounts shown for Excel are eliminated in intersegment sales and other.  Income related to Excel
     is accounted for using the equity method.
</FN>
</TABLE>


<PAGE>
<PAGE>  16

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

<CAPTION>
                                                                    Three Months Ended                Nine Months Ended
                                                                       September 30                      September 30
                                                               ------------------------------    ------------------------------
                                                                   2000              1999           2000               1999
                                                               ------------      ------------    ------------      ------------
<S>                                                            <C>               <C>             <C>               <C>
OPERATING DATA
--------------

LUBRICANTS AND CONSUMER PRODUCTS
  Total revenues (in thousands):
      Lubricants                                              $   362,460       $   342,990     $ 1,084,778       $  1,054,040
      Consumer Products                                            81,722            71,560         265,874            238,779
      International                                                66,189            53,666         189,391            161,681
      Eliminations and other                                       (2,942)               89         (11,777)               (66)
                                                               ------------      ------------    ------------      ------------
           Total revenues                                     $   507,429       $   468,305     $ 1,528,266       $  1,454,434
                                                               ============      ============    ============      ============

  Operating income (in thousands):
      Lubricants                                              $    44,113       $    34,003     $   117,799       $     99,784
      Consumer Products                                             4,919             7,611          24,982             29,815
      International                                                 2,254             3,437          11,430              9,098
                                                               ------------      ------------    ------------      ------------
           Total operating income                             $    51,286       $    45,051     $   154,211       $    138,697
                                                               ============      ============    ============      ============

JIFFY LUBE
  Domestic systemwide sales (in thousands)                     $  307,394        $  279,818      $  888,605        $  809,386
  Same center sales(in thousands)                              $  288,146        $  272,246      $  827,277        $  783,377
  Centers open                                                      2,172             2,117           2,172             2,117

BASE OIL AND SPECIALTY PRODUCTS
  Shreveport raw materials processed (bbls per day)                46,553            50,025          40,547            47,191
  Shreveport average refiner's margin ($ per bbl)              $     2.87        $     2.75      $     2.79        $     3.38
  WTI Crude Oil                                                $    31.58        $    21.72      $    29.64        $    17.47


EXCEL
  Base oil production (barrels per day)                             9,763            10,010          10,024             8,790
  Average base oil margin ($ per barrel)                       $    21.49        $    14.09      $    19.60        $    16.41

<PAGE>
<PAGE>  17


                    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, 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>




                             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



November 9, 2000


</TABLE>