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 March 31, 1999 Commission File No. 1-5591


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

             Delaware                          76-0200625
  (State or other jurisdiction of incorporation or organization)
               (I.R.S. Employer 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, April 30, 1999:

           Common  Stock,  par  value $0.10 per  share,  77,736,208
shares.



<PAGE>
<PAGE>  2

                                              PART I. FINANCIAL INFORMATION

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

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

                                                                       Three Months Ended
                                                                            March 31
                                                                  ----------------------------
                                                                     1999            1998(A)
                                                                  -----------      -----------
                                                                    (Expressed in thousands
                                                                   except per share amounts)
                                                                           (Note 2)
<S>                                                               <C>              <C>
REVENUES                                                          $  723,881       $  443,442

COSTS AND EXPENSES
   Cost of sales                                                     504,531          255,057
   Purchases from affiliate                                             -              69,997
   Selling, general and administrative                               163,537           77,841
   Depreciation and amortization                                      33,514           17,764
   Taxes, other than income                                            4,370            3,502
   Interest charges, net                                              17,741            2,693
   Affiliated interest                                                  -              14,053
                                                                  -----------      -----------
INCOME BEFORE INCOME TAX                                                 188            2,535

Income tax provision                                                   2,407            1,936
                                                                  -----------      -----------
NET INCOME (LOSS)                                                 $   (2,219)      $      599
                                                                  ===========      ===========

BASIC AND DILUTED EARNINGS (LOSS) PER SHARE                       $    (0.03)      $     0.01
                                                                  ===========      ===========

DIVIDENDS PER COMMON SHARE                                        $   0.1875       $     -
                                                                  ===========      ===========
BASIC AND DILUTED AVERAGE SHARES OUTSTANDING                          77,648           47,847
                                                                  ===========      ===========
END OF PERIOD SHARES OUTSTANDING                                      77,697           47,847
                                                                  ===========      ===========

NET INCOME (LOSS)                                                 $   (2,219)      $      599

OTHER COMPREHENSIVE INCOME, NET OF TAX                                 3,492               36
                                                                  -----------      -----------
COMPREHENSIVE INCOME                                              $    1,273       $      635
                                                                  ===========      ===========


<FN>
<F1>
(A)  Excludes Quaker State Corporation results.
<F2>
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>
                                                                              March 31,           December 31,
                                                                                1999                  1998
                                                                            -------------        -------------
                                                                             (Unaudited)
                                                                                 (Expressed in thousands)
<S>                                                                         <C>                   <C>
ASSETS

Current assets
   Cash and cash equivalents                                                $     219,343        $      14,899
   Receivables                                                                    376,934              291,997
   Inventories                                                                    316,851              306,512
   Materials and supplies, at average cost                                         12,996               12,422
   Deferred income taxes                                                           47,413               47,413
   Other current assets                                                            66,405               63,328
                                                                            -------------        -------------
Total current assets                                                            1,039,942              736,571

Property, plant and equipment, net                                              1,013,797            1,032,076
Deferred income taxes                                                              34,693               36,614
Goodwill                                                                        1,092,799            1,104,353
Other assets                                                                      209,068              235,380
                                                                            -------------        -------------

TOTAL ASSETS                                                                $   3,390,299        $   3,144,994
                                                                            =============        =============

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
   Current maturities of long-term debt                                     $       1,338        $       1,283
   Accounts payable                                                               249,880              245,721
   Payroll accrued                                                                 28,661               18,734
   Other current liabilities                                                      143,210              147,609
                                                                            -------------        -------------
Total current liabilities                                                         423,089              413,347

Total long-term debt, less current maturities                                   1,281,329            1,026,054
Capital lease obligations, less current maturities                                 72,508               74,464
Other liabilities                                                                 276,033              280,922
                                                                            -------------        -------------
TOTAL LIABILITIES                                                               2,052,959            1,794,787
                                                                            -------------        -------------
COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY                                                            1,337,340            1,350,207
                                                                            -------------        -------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                  $   3,390,299        $   3,144,994
                                                                            =============        =============
<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>

                                                                                          Three Months Ended
                                                                                               March 31
                                                                                   ---------------------------------
                                                                                      1999                 1998(A)
                                                                                   -----------           -----------
                                                                                        (Expressed in thousands)
                                                                                              (Note 2)
<S>                                                                                <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                                                $   (2,219)           $      599
  Adjustments to reconcile net income (loss) to net cash
    used in operating activities:
      Depreciation and amortization                                                    33,514                17,764
      Deferred income tax                                                               1,815                 5,840
      Distributions from equity investees
        in excess of (less than) earnings                                                (980)                1,054
      Other non-cash items                                                              2,963                 6,748
      Changes in accounts receivable                                                  (90,353)              (14,993)
      Changes in other operating assets and liabilities                                 3,089               (30,348)
                                                                                   -----------           -----------
  Net cash used in operating activities                                               (52,171)              (13,336)
                                                                                   -----------           -----------

CASH FLOWS FROM INVESTING ACTIVITIES
  Capital expenditures                                                                (11,343)              (16,370)
  Proceeds from sales of assets                                                        30,479                11,200
  Other investing activities                                                            4,674                 7,267
                                                                                   -----------           -----------
  Net cash provided by investing activities                                            23,810                 2,097
                                                                                   -----------           -----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Debt and capital lease obligation repayments                                       (372,573)               (1,671)
  Proceeds from note payable to affiliate                                                -                   12,685
  Proceeds from issuances of debt                                                     626,087                 1,082
  Dividends paid                                                                      (14,560)                 -
  Other financing activities                                                           (6,149)                 -
                                                                                   -----------           -----------
  Net cash provided by financing activities                                           232,805                12,096
                                                                                   -----------           -----------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                             204,444                   857


CASH AND CASH EQUIVALENTS, beginning of period                                         14,899                 9,132
                                                                                   -----------           -----------

CASH AND CASH EQUIVALENTS, end of period                                           $  219,343            $    9,989
                                                                                   ===========           ===========

<FN>
<F1>
(A)  Excludes Quaker State Corporations results.
<F2>
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)  Spin-off from Pennzoil Company and Acquisition of Quaker State
     -

    On December 30, 1998, Pennzoil Company distributed ("Spin-off")
to  its  stockholders 47.8 million shares of common  stock  of  its
wholly  owned subsidiary Pennzoil-Quaker State representing all  of
the shares of Pennzoil-Quaker State owned by Pennzoil Company.   As
a  result  of  the  distribution,  Pennzoil  Company,  now  renamed
PennzEnergy  Company,  and  Pennzoil-Quaker  State  are  no  longer
affiliated entities.
     Also,  on  December 30, 1998, Pennzoil-Quaker  State  acquired
Quaker  State Corporation ("Quaker State") in a merger transaction,
and  Quaker  State  became a wholly owned subsidiary  of  Pennzoil-
Quaker  State.   As  a result of the acquisition,  stockholders  of
Quaker State received .8204 of a share of common stock of Pennzoil-
Quaker  State  in exchange for each share of Quaker  State  capital
stock previously owned.
     Pennzoil-Quaker State has accounted for the acquisition  using
the  purchase  method of accounting and, accordingly, has  included
the  results  of operations of Quaker State beginning on  the  date
acquired.  The purchase price, which was  calculated based  on  the
market  capitalization of Quaker State, was allocated to the assets
and  liabilities acquired based upon the estimated  fair  value  of
those  assets  and  liabilities as of the  acquisition  date.   The
excess of the aggregate purchase price over estimated fair value of
the  net  assets  acquired has been reflected as  goodwill  in  the
condensed  consolidated financial statements and is being amortized
on a straight-line basis over 40 years.
     The  condensed consolidated financial statements  reflect  the
preliminary  allocation of purchase price.  A final  allocation  of
the  purchase  price  will be made by the end of  1999.   Pennzoil-
Quaker   State  does  not  anticipate  material  changes  in   this
allocation.
     At December 31, 1998, Pennzoil-Quaker State recognized certain
liabilities  related to the merger.  Those liabilities  related  to
Quaker  State  operations ($27.9 million)  were  recognized  as  an
adjustment  to  the purchase price.  Other liabilities  accrued  of
$10.6  million that related to the acquiror (Pennzoil-Quaker State)
were  expensed.  During the three months ended March 31, 1999,  the
$27.9 million liability related to the Quaker State operations  was
reduced  by  $1.8 million primarily for severance paid  to  certain
Quaker State employees.  No additional liabilities were recorded in
connection with the acquisition during the three months ended March
31, 1999.  The remaining accrual of $26.1 million at March 31, 1999
includes  amounts  for  severance costs for  certain  Quaker  State
employees, closing costs of some of Quaker State's Q Lube  company-
operated fast lube service centers and relocation costs of  certain
Quaker State employees.
<PAGE>
<PAGE>  7

             PART I. FINANCIAL INFORMATION - continued

    During the three months ended March 31, 1999, the $10.6 million
accrued  liability  related to the acquiror  was  reduced  by  $2.5
million   primarily  related  to  payments  for  resolving  certain
conflicts between Jiffy Lube and Q Lube franchise-operated  service
centers.  No additional liabilities resulting from restructuring or
reorganizations  related to the acquisition of  Quaker  State  were
accrued  during  the  three  months  ended  March  31,  1999.   The
remaining  accrual  of  $8.1 million  at March  31,  1999  includes
amounts for costs of closing some Jiffy Lube company-operated  fast
lube  service  centers  and  the resolution  of  certain  conflicts
between  Jiffy Lube and Q Lube franchise-operated service  centers.
The Company also incurred approximately $13.1 million in previously
unaccrued  expenses during the three months ended  March  31,  1999
primarily   due  to  current  period  acquisition-related   systems
integration costs and Quaker State employee transition bonuses  and
key employee bonuses earned during the period.
     The  Company  expects to incur additional  acquisition-related
costs   and  expenses  in  future  periods  and  will  adjust   the
preliminary  purchase price allocation or charge these  amounts  to
income,  as  appropriate, depending on their nature.  These  future
costs and expenses relate to additional facility closings, conflict
resolution  between  franchise-operated service  centers,  employee
severance,  systems  integration and conversion  costs  of  Q  Lube
franchise-operated service centers. These costs  and  expenses  are
not  accruable until a plan is formulated and approved and  amounts
are  paid  or certain obligations are contractually committed.  The
restructurings  and  reorganizations related to  the  Quaker  State
acquisition are expected to be completed in mid 2000.
     The  following unaudited pro forma information for  the  three
months ended March 31, 1998 has been prepared as if the acquisition
of  Quaker  State occurred on January 1, 1998 after  including  the
additional  amortization of goodwill, brands and  other  intangible
assets,  interest  expense and related  income  tax  effects.   The
unaudited  pro  forma information does not reflect adjustments  for
any   estimated   general  and  administrative   expense   savings,
operational  efficiencies  and  one-time  costs  related   to   the
acquisition  of Quaker State, nor is it necessarily  indicative  of
results  that  would have actually occurred had the acquisition  of
Quaker  State been consummated on January 1, 1998 or future results
of operations.

<TABLE>
                                                           Three months ended
                                                              March 31, 1998
                                                       ------------------------------
                                                       (Expressed in thousands except
                                                              per share amounts)
<S>                                                          <C>
Revenues                                                      $  743,601
Net income                                                         3,686
Basic and diluted earnings per share                                0.05
</TABLE>

(3) 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  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 SFAS requires 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.
SFAS No. 133 is effective for fiscal years beginning after June 15,
1999  and early adoption is permitted.  The effect of adopting SFAS
No.  133  has not been determined, but is not expected  to  have  a
material impact on Pennzoil-Quaker State's results of operations.
<PAGE>
<PAGE>  8

             PART I. FINANCIAL INFORMATION - continued

(4) Summarized Financial Data of Excel Paralubes -

          Summarized operations information for Excel Paralubes, an
equal  partnership  with Conoco Inc., for the  three  months  ended
March 31, 1999 and 1998 on a 100% basis follows:

<TABLE>
                                                   Three months ended March 31
                                                   ----------------------------
                                                      1999             1998
                                                   -----------      -----------
                                                      (Expressed in thousands)
                                                            (Unaudited)
<S>                                                <C>              <C>
Revenues                                           $    43,527      $    58,112
Operating earnings                                       6,868           10,037
Net income (loss)                                       (2,814)             449
</TABLE>

          Pennzoil-Quaker State's net investment in Excel Paralubes,
carried  as a credit balance of $50.5 million and $37.2 million  at
March  31,  1999  and 1998, 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 (loss) for the three  months  ended
March  31,  1999  and  1998  of $(1.4) million  and  $0.2  million,
respectively, is included in revenues in the condensed consolidated
statement of income and comprehensive income.

(5)  Debt -

     In  January 1999, Pennzoil-Quaker State, using funds from  its
commercial paper and money market facilities, repaid $370.0 million
of  borrowings under a Quaker State revolving credit agreement  and
terminated  the  revolving credit agreement.  On  March  30,  1999,
Pennzoil-Quaker State issued debt in the form of $200.0 million  of
6  3/4%  Notes  due  April 1, 2009 and $400.0  million  of  7  3/8%
Debentures  due April 1, 2029.  The net proceeds of $592.2  million
from  the  Notes and Debentures were ultimately used  to  pay  down
variable  rate debt, although $194 million was held as a  temporary
cash  investment at March 31, 1999 to avoid breaching of commercial
paper  contracts maturing in early April 1999. Due to the  issuance
of  the  Notes and Debentures,  Pennzoil-Quaker State  reduced  the
capacity  under its revolving credit facility from $1.0 billion  to
$700  million on March 30, 1999 as required by the credit  facility
agreement.  There were no borrowings under this facility during the
quarter ended March 31, 1999.  Pennzoil-Quaker State also maintains
a  long-term  credit facility with a Canadian bank, which  provides
for  up to C$27 million through October 25, 1999.  As of March  31,
1999,  borrowings  under the Company's Canadian  facility  totaling
US$9.6  million have been classified as long-term debt.  Such  debt
classification is based upon the availability  of long-term  credit
facilities to refinance this facility and the Company's  intent  to
maintain such commitments in excess of one year.



<PAGE>
<PAGE>  9

             PART I. FINANCIAL INFORMATION - continued

(6)         Earnings Per Share -

     Computations for basic and diluted earnings (loss)  per  share
for  the three months ended March 31, 1999 and 1998 consist of  the
following:

<TABLE>
                                                   Three Months Ended March 31
                                                   ----------------------------
                                                      1999            1998(A)
                                                   -----------      -----------
                                                      (Expressed in thousands
                                                      except per share amounts)
<S>                                                <C>              <C>
Net income (loss)                                  $   (2,219)      $      599
Basic and diluted weighted average shares (B)          77,648           47,847
Basic and diluted earnings (loss) per share             (0.03)            0.01
<FN>
<F1> (A)  Excludes Quaker State Corporation results and shares issued in acquisition.
<F2> (B)  A weighted average number of options to purchase 6.9 million shares
     of common stock and awards of 308.8 thousand shares of common stock
     were outstanding for the three months ended March 31, 1999 but were
     not included in the computation of diluted earnings per share because
     these  options and awards would result in an antidilutive per share
     amount.
</FN>
</TABLE>



(7)         Use of Derivatives -

     In  order  to  hedge interest rate exposure on the  debentures
issued in March 1999, in August 1998, Pennzoil-Quaker State entered
into  four  interest rate locks covering a total of  $100  million,
based  upon  the  30-year Treasury rate.   To  achieve  its  hedged
position,   Pennzoil-Quaker  State  entered   into   forward   rate
agreements in which it would pay or receive the difference  between
(1)  the  30-year Treasury rate at the time the forward was entered
into  and  (2)  the 30-year Treasury rate at the time of  maturity.
Under  current accounting, these transactions qualified as a  hedge
of  an  anticipated  transaction.  Any gains  or  losses  from  the
interest  rate hedges were deferred during the interim period  with
the offset to a payable or receivable.  The hedge contracts matured
in  March  1999  when  the Company issued $400 million  of  30-year
debentures.   The total loss of $ 2.1 million on the interest  rate
hedges  was  treated  as an adjustment to the issue  price  of  the
debentures, effectively creating a discount that will be  amortized
over the life of the borrowings.

(8)         Comprehensive Income -

     In  June  1997,  the  FASB  issued SFAS  No.  130,  "Reporting
Comprehensive  Income," which requires that an enterprise  classify
items  of other comprehensive income by their nature in a financial
statement   and   display   the  accumulated   balance   of   other
comprehensive   income  separately  from  retained   earnings   and
additional  paid-in capital in the equity section  of  the  balance
sheet.   Pennzoil-Quaker  State  adopted  SFAS  No.  130  effective
January  1,  1998.   The  components  of   Pennzoil-Quaker  State's
comprehensive  income  consist  of  foreign  currency   translation
adjustments,  unrealized holding gains and losses on available-for-
sale  securities  and minimum pension liability.  For  the  quarter
ended  March  31,  1999, other comprehensive  income  is  primarily
related  to  favorable foreign currency translation adjustments  of
$3.5 million.

<PAGE>
<PAGE>  10

             PART I. FINANCIAL INFORMATION - continued



(9)  Transactions with PennzEnergy Company -

     As a result of  the Spin-off, PennzEnergy and  Pennzoil-Quaker
State have an arrangement to share certain services for a period of
up  to one year after the date of the Spin-off.  Any or all of  the
services being provided may be discontinued with at least  30  days
prior  written  notice  of  the discontinuation.   Where  corporate
administrative  costs  can  be directly associated  with  Pennzoil-
Quaker State or PennzEnergy, fees are paid based upon actual  costs
of   providing  these  services.   Indirect  administrative   costs
incurred are allocated through a monthly charge based on a  formula
that  considers the relative total assets, sales and  employees  of
the companies.

(10)     Cash Flow Information -

     Cash paid for interest during the three months ended March 31,
1999  and  1998  was $10.2 million and $2.6 million,  respectively.
Cash paid for income taxes during the three months ended March  31,
1999  was  $0.3 million and no payments were made during the  three
months ended March 31, 1998.

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)  Base Oil and Specialty Products and (3)  Fast  Lube
Operations.
      Results of operations of Pennzoil-Quaker State do not include
Quaker  State's  results of operations for 1998.   The  assets  and
liabilities of Quaker State are included in Pennzoil-Quaker State's
condensed consolidated balance sheet for the periods presented.  In
addition, operating results for the three months ended March 31, 1998
included certain  affiliated  charges  for  interest  and  services
provided by Pennzoil Company prior to the Spin-off.

Results of Operations

      Net  sales  for Pennzoil-Quaker State for the  quarter  ended
March  31, 1999 were $717.8 million, an increase of $290.7 million,
or  approximately 68.1%, from the same period in 1998. The increase
in  net  sales is primarily due to the acquisition of Quaker State.
Purchases from affiliates for the three months ended March 31, 1998
relate  to  purchases of crude oil at market prices  from  Pennzoil
Company.    Pennzoil-Quaker  State  began  purchasing   crude   oil
primarily from third parties in the third quarter of 1998.
     Net  loss  for  the  quarter ended March  31,  1999  was  $2.2
million, or 3 cents per basic share.  This compares with net income
of  $0.6  million, or 1 cent per basic share for the quarter  ended
March  31, 1998.  The decrease in income is primarily due  to  one-
time  costs  (legal, severance,  rationalization of Q Lube  centers
and other charges) associated with the Company's merger with Quaker
State.




<PAGE>
<PAGE>  11

             PART I. FINANCIAL INFORMATION - continued

Lubricants and Consumer Products

     Net sales for this segment were $498.9 million for the quarter
ended March 31, 1999.  This compares to net sales of $228.4 million
for  the  same  period  in  1998.  The increase  in  net  sales  is
primarily due to the acquisition of Quaker State.  Other income for
this segment for the quarter ended March 31, 1999 was $0.1  million
compared to $3.8 million for the same period in 1998.  The decrease
in  other  income was primarily due to gains on the sale of  assets
included in first quarter 1998 results.  Operating income from this
segment  for  the  quarter ended March 31, 1999 was  $42.1  million
compared  to  $20.4  million for the  same  period  in  1998.   The
increase in operating income is primarily due to the acquisition of
Quaker  State.   Higher  lubricants and domestic  consumer  product
sales,  combined with lower overall expenses, also  contributed  to
the  increases,  which  were partially offset  by  one-time  merger
costs.

Base Oil and Specialty Products

     Net sales for this segment were $150.9 million for the quarter
ended March 31, 1999.  This compares to net sales of $181.4 million
for the same period in 1998. The decrease is primarily due to lower
average  sales  prices  for  fuels, base  oils  and  other  refined
petroleum products.  The decline in sales prices generally followed
the  market  price  decrease  of  crude  oil  and  other  petroleum
products.  Other income for this segment for the quarter ended March
31,  1999  was $5.1 million compared to $10.3 million for the  same
period in 1998.  The decrease in other income was primarily due  to
lower equity earnings from Excel Paralubes, Pennzoil-Quaker State's
base   oil  partnership  with  Conoco  Inc.,  due  to  a  scheduled
turnaround.  Operating loss from this segment for the quarter ended
March  31,  1999 was $6.0 million compared to operating  income  of
$4.4  million  for  the  same period  in  1998.   The  decrease  in
operating  income was primarily due to lower fuels  margins  driven
principally by sales price declines.

Fast Lube Operations

     Net sales for this segment were $119.3 million for the quarter
ended  March 31, 1999.  This compares to net sales of $77.0 million
for  the  same  period  in  1998.  The increase  in  net  sales  is
primarily  due to the addition of Quaker State's Q Lube operations.
Other income for this segment for the quarter ended March 31,  1999
was  $1.8  million compared to $3.7 million for the same period  in
1998. The decrease in other income was primarily due to lower gains
on  sale   of assets.  Operating income from this segment  for  the
quarter  ended  March 31, 1999 was $0.1 million  compared  to  $4.7
million  for  the same period in 1998.  The decrease  in  operating
income  was  primarily  due  to increased  operating  costs  within
company   operated   centers  and  higher  selling,   general   and
administrative expenses primarily related to one-time merger costs.

Corporate Administrative Expense

     Corporate  administrative expense increased $12.3  million  to
$21.8 million for the quarter ended March 31, 1999 compared to  the
same  period in 1998. The increase is primarily due to the addition
of Quaker State and one-time merger costs.
     As a result of  the Spin-off, PennzEnergy and  Pennzoil-Quaker
State have an arrangement to share certain services for a period of
up  to one year after the date of the Spin-off.  Any or all of  the
services being provided may be discontinued with at least  30  days
prior  written  notice  of  the discontinuation.   Where  corporate
administrative  costs  can  be directly associated  with  Pennzoil-
Quaker State or PennzEnergy, fees are paid based upon actual  costs
of   providing  these  services.   Indirect  administrative   costs
incurred are allocated through a monthly charge based on a  formula
that  considers the relative total assets, sales and  employees  of
the companies.
    Prior to the Spin-off, Pennzoil Company charged Pennzoil-Quaker
State  for  all  direct costs associated with  its  operations  and
indirect  administrative  costs were allocated  through  a  monthly
charge.
<PAGE>
<PAGE>  12

             PART I. FINANCIAL INFORMATION - continued

Capital Resources and Liquidity

      Cash  Flow.  As of March 31, 1999, Pennzoil-Quaker State  had
cash  and  cash equivalents of $219.3 million.  During the  quarter
ended  March  31, 1999, cash and cash equivalents increased  $204.4
million.  The increase is primarily due to the issuance of debt  in
March  1999.  Reference is made to Note 5 of the Notes to Condensed
Consolidated Financial Statements for additional information.
     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.
     Debt  Instruments and Repayments. In January  1999,  Pennzoil-
Quaker  State,  using  funds from its commercial  paper  and  money
market  facilities,  repaid $370.0 million of  borrowings  under  a
Quaker   State  revolving  credit  agreement  and  terminated   the
revolving  credit agreement.   On March 30,  1999,  Pennzoil-Quaker
State issued debt in the form of $200.0 million of 6 3/4% Notes due
April 1, 2009 and $400.0 million of 7 3/8% Debentures due April  1,
2029.   The  net  proceeds of $592.2 million  from  the  Notes  and
Debentures  were  ultimately used to pay down variable  rate  debt,
although  $194  million was held as a temporary cash investment  at
March  31,  1999  to avoid breaching of commercial paper  contracts
maturing in early April 1999. Due to the issuance of the Notes  and
Debentures,  Pennzoil-Quaker State reduced the capacity  under  its
revolving  credit  facility from $1.0 billion to  $700  million  on
March  30, 1999 as required by the credit facility agreement. There
were  no  borrowings under this facility during the  quarter  ended
March  31,  1999.  Pennzoil-Quaker State also maintains a long-term
credit facility with a Canadian bank, which provides for up to C$27
million through October 25, 1999.  As of March 31, 1999, borrowings
under the Company's Canadian facility totaling US$9.6 million  have
been  classified  as long-term debt.  Such debt  classification  is
based  upon  the  availability of long-term  credit  facilities  to
refinance this  facility and the Company's intent to maintain  such
commitments in excess of one year.
     Accounts  Receivable. Pennzoil-Quaker State  Company,  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 Company or its
affiliates.   The  Company entered into a new one-year  receivables
sales facility in February 1999 that provides for ongoing sales  of
up  to  $120.0  million of accounts receivable. The  Company's  net
accounts  receivable  sold  under  its  receivable  sales  facility
totaled $90.8 million at March 31, 1999.
      The  Company maintains a lube center receivable purchase  and
sale  agreement,  which  provides for the  sale  of  certain  notes
receivable up to $150.0 million, through a wholly owned subsidiary,
Pennzoil Lube Center Acceptance Corporation ("PLCAC").   PLCAC is a
special  limited purpose corporation and the assets  of  PLCAC  are
available solely to satisfy the claims of its own creditors and not
those  of Pennzoil-Quaker State Company or its affiliates.  Through
March  31, 1999, the Company has sold a total of $130.3 million  of
notes receivable under this agreement, of which $109.1 million were
outstanding to the third party purchaser at March 31, 1999.
<PAGE>
<PAGE>  13

             PART I. FINANCIAL INFORMATION - continued

Year 2000 Issues

     The Company has conducted a review of its key computer systems
and  has identified a number of systems that were affected  by  the
year 2000 issue.  The Company has completed conversion of these non-
compliant financial, operating, human resource and payroll  systems
to  a new information technology system in 1998.  In addition,  the
Company  is  currently  upgrading electronic  commerce  systems  to
compliant versions.  Conversion of operating and financial software
as  well  as  desktop hardware and software used  in  international
locations for the Company to compliant versions began in the second
quarter of 1998, with completion expected in the second quarter  of
1999.   Upgrades  and  standardization of network,  infrastructure,
desktop  and communications systems to make these assets  compliant
are  in  progress.  This effort is scheduled for completion in  the
second  quarter of 1999.   The only system replacements  that  have
been  accelerated  to remedy non-compliance are the  Company  voice
mail  systems  and  the international desktop  hardware,  software,
financial and operational systems.  No major information technology
projects  have  been deferred due to year 2000 compliance  matters.
Contingency planning will be started for the information technology
systems  in  the  second quarter of 1999, and will include  backup,
standby  and  storage  service solutions to reduce  the  impact  of
critical service providers.
      The  Company  has  conducted  a comprehensive  inventory  and
assessment  of  systems  and devices with  embedded  chips  in  the
manufacturing    and    non-manufacturing    environments.      The
manufacturing  environment which consists  of  refining,  blending,
storage  and  the  movement  of  petrochemicals  has  the  greatest
inherent risk since embedded chip systems control and monitor these
processes.  At this time, two Company manufacturing facilities have
non-compliant  control  systems.  One  of  these  systems  will  be
upgraded  in  July   1999.  The other system will  be  upgraded  in
September  1999,  during  a  scheduled plant  shutdown.   Compliant
versions  of  the  software now exist for  both  systems.    System
testing  will be performed at both facilities at the time of  their
system upgrade.  If for any reason these systems are still found to
be non-compliant, additional plant or operations shutdowns could be
necessary to conduct further remediation and testing.  In addition,
all currently compliant control systems that have the potential for
environmental,  safety  or  business interruption  impact  will  be
tested  during  scheduled maintenance.  In order to prevent  safety
and  environmental  problems  due  to  non-compliant  embedded-chip
systems,   operation  of  these  systems  would   be   reduced   or
discontinued.   Contingency planning is also  underway  to  provide
alternatives in the event these systems are partially or completely
inoperable.
     The  Company is contacting key suppliers, banks, customers and
other unaffiliated companies that have business relationships  with
the  Company  to assess their year 2000 compliance  programs.   The
Company  could  be  adversely affected  by  the  failure  of  these
unaffiliated companies to adequately address the year  2000  issue.
This  assessment includes activities such as face-to-face meetings,
reviews of year 2000 readiness and cooperative testing. Contingency
planning   will  be  included  in  this  assessment   to   identify
arrangements  to  mitigate the impact of disruptions  from  outside
sources.    In  addition,  the  Company  has  implemented  internal
procedures  to  respond cooperatively to inquiries from  regulatory
agencies and other businesses about its year 2000 program.
     As  with  most companies, the Company anticipates more  issues
arising  from  international business partners, especially  in  the
banking, utility, shipping and governmental segments.  The  Company
is  currently  reviewing all banking relationships in international
locations.   In  addition, the Company is actively  involved  in  a
joint  industry effort through the American Petroleum Institute  to
collectively  address  the  readiness  of  their  common   business
partners such as utilities and governmental agencies, and to  share
approaches  to  solving the specific problems of each international
location.
<PAGE>
<PAGE>  14

             PART I. FINANCIAL INFORMATION - continued

     If  these  steps are not completed successfully  in  a  timely
manner, the Company's operations and financial performance could be
adversely  affected  through  disruptions  in  operations.    Costs
associated with such disruptions currently cannot be estimated.
     Both incremental historical and estimated future costs related
to  the  year  2000 issue are not expected to be  material  to  the
financial  position  or results of operations of  the  Company  for
several  reasons.   Most of the remediation is  being  accomplished
with  upgrades  to  existing software that  are  under  maintenance
contracts.   The implementation of the major information technology
systems   was  not  accelerated  to  remedy  year  2000   problems.
Independent quality assurance services and tools are to be used  to
assure  the reliability of the assessment and costs. These services
will  be  supplemented with Company resources.  Costs for all  year
2000 activities are estimated to be less than $7.0 million.
      Quaker  State  continued to make progress in  addressing  the
issue  of computer systems and embedded computer chips that may  be
unable  to  accommodate the year 2000.  Quaker State has  completed
reviews  of  computer  systems  and embedded  technologies  at  all
locations,  including  its blending and packaging  facilities.   In
addition,  certain  aspects  of Quaker State's  year  2000  program
included  not upgrading or replacing certain systems as  they  were
deemed  to  be  redundant  as a result of the  acquisition  by  the
Company.  These systems are currently being evaluated and replaced.
     At present, the Q Lube Point of Sale ("POS") software utilized
in  Q  Lube stores is not year 2000 compliant.  The software vendor
is  expected  to release a compliant version in May or  June  1999.
Current plans include the conversion of Q Lube locations, including
information systems, to Jiffy Lube stores, which utilize  compliant
POS  software.  In the event the conversion is delayed, contingency
plans  provide for the remaining stores to upgrade to the compliant
version  of the Q Lube POS software.  This upgrade would  begin  in
September 1999 to allow enough time to complete the conversions.
     The  Company has a June 30, 1999 target readiness date for all
major phases of its year 2000 preparations.  The Company's existing
emergency response plan will be re-evaluated in the fourth  quarter
of  1999, using the latest information available for infrastructure
services such as utilities.  Adjustments to this plan will be  made
based on this information.
     Forward-looking  statements contained under  this  "Year  2000
Issues"  subpart should be read in conjunction with  the  Company's
disclosures under the heading: "Forward-Looking Statements  -  Safe
Harbor Provisions."


Forward-Looking Statements - Safe Harbor Provisions

      This  quarterly report on Form 10-Q of Pennzoil-Quaker  State
for  the  quarter  ended March 31, 1999 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 the could cause actual results  or
events to differ materially from those anticipated, and include but
are  not  limited  to:  general economic,  financial  and  business
conditions;  competition in the motor oil and  marketing  business;
base  oil  margins and supply and demand in the base oil  business;
the  success  and  cost  of  advertising and  promotional  efforts;
mechanical    failure   in   refining   operations;   unanticipated
environmental   liabilities;  changes  in   and   compliance   with
governmental  regulations; changes in tax laws; and  the  cost  and
effects of legal proceedings.

<PAGE>
<PAGE>  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
                                                                           March 31
                                                                 ----------------------------
                                                                    1999            1998(A)
                                                                 -----------      -----------
                                                                  (Dollar amounts expressed
                                                                         in thousands)
<S>                                                              <C>              <C>
REVENUES
   Net sales
      Lubricants and Consumer Products                           $  498,901       $  228,431
      Base Oil and Specialty Products                               150,903          181,391
      Fast Lube Operations                                          119,300           76,998
      Intersegment sales and other                                  (51,292)         (59,696)
                                                                 -----------      -----------
                                                                    717,812          427,124
                                                                 -----------      -----------

   Other income, net
      Lubricants and Consumer Products                           $       46       $    3,816
      Base Oil and Specialty Products                                 5,130           10,259
      Fast Lube Operations                                            1,799            3,712
      Other                                                            (906)          (1,469)
                                                                 -----------      -----------
                                                                      6,069           16,318
                                                                 -----------      -----------
   Total revenues                                                $  723,881       $  443,442
                                                                 ===========      ===========

OPERATING INCOME
   Lubricants and Consumer Products                              $   42,078       $   20,405
   Base Oil and Specialty Products                                   (5,978)           4,435
   Fast Lube Operations                                                 112            4,650
   Other                                                              3,529             (742)
                                                                 -----------      -----------
        Total operating income                                       39,741           28,748

Corporate administrative expense                                     21,812            9,467
Interest charges, net                                                17,741           16,746
                                                                 -----------      -----------
Income before income tax                                                188            2,535

Income tax provision                                                  2,407            1,936
                                                                 -----------      -----------

NET INCOME (LOSS)                                                $   (2,219)      $      599
                                                                 ===========      ===========


RATIO OF EARNINGS TO FIXED CHARGES                                     -                1.12
                                                                 ===========      ===========
AMOUNT BY WHICH FIXED CHARGES EXCEEDS EARNINGS                   $      301             -
                                                                 ===========      ===========
<FN>
<F1>
(A)  Excludes Quaker State Corporation results.
</FN>
</TABLE>

<PAGE>
<PAGE>  16

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

<CAPTION>
                                                                    Three Months Ended
                                                                         March 31
                                                               ------------------------------
                                                                   1999             1998(A)
                                                               ------------      ------------
<S>                                                            <C>               <C>
OPERATING DATA
--------------

LUBRICANTS AND CONSUMER PRODUCTS
  Total revenues (in thousands):
      Lubricants                                               $   355,904       $   191,608
      Consumer Products                                             93,100            12,979
      International                                                 49,943            27,660
                                                               ------------      ------------
           Total revenues                                      $   498,947       $   232,247
                                                               ============      ============

  Operating income (in thousands):
      Lubricants                                               $    36,538       $    24,687
      Consumer Products                                             10,386             2,551
      International                                                  1,633            (1,652)
      Division overhead                                             (6,479)           (5,181)
                                                               ------------      ------------
           Total operating income                              $    42,078       $    20,405
                                                               ============      ============

FAST LUBE OPERATIONS
  Domestic systemwide sales (in thousands)                     $  259,048        $  191,847
  Same center sales Jiffy Lube (in thousands)(B)               $  193,503        $  190,447
  Centers open                                                      2,127             1,537

BASE OIL AND SPECIALTY PRODUCTS (C)
  Raw materials processed (barrels per day)                        60,983            71,143
  Refining capacity (barrels per day)                              76,000            76,000
  Refiner's margin ($ per barrel)                              $     7.80        $     8.00
  Operating costs ($ per barrel)                               $     5.82        $     5.78
  Depreciation ($ per barrel)                                  $     1.35        $     1.12

  Refinery Feedstocks:
      Paraffinic Crude Oil                                            70%               71%
      Naphthenic Crude Oil                                             8%                7%
      Other Feedstocks and Blendstocks                                22%               22%

  Refinery Yields:
      Gasolines                                                       29%               30%
      Distillates                                                     31%               33%
      Lube Base Stocks                                                25%               23%
      Waxes                                                            3%                3%
      Other Products                                                  12%               11%

  Market Data:
      WTI Crude Oil ($ per barrel)                             $    13.06        $    15.92
      3-2-1 crack spread ($ per barrel) (D)                    $     1.41        $     2.57
      Base oil gross margin ($ per barrel) (E)                 $    19.03        $    20.29

<FN>
<F1>
(A)  Excludes Quaker State Corporation statistics.
<F2>
(B)  Excludes Q Lube centers acquired from Quaker State Corporation.
<F3>
(C)  Includes Pennzoil-Quaker State's 50% ownership in Excel Paralubes.
<F4>
(D)  Regular unleaded gasoline and low sulphur diesel vs. WTI crude oil.
<F5>
(E)  Exxon 100N posting vs. WTI crude oil.
</FN>

</TABLE>
<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 three months ended March 31, 1999 and 1998.

      27 Financial Data Schedule

(b)   Reports -

      During the first quarter of 1999, Pennzoil-Quaker State
      filed the following Current Reports on Form 8-K with the
      Securities and Exchange Commission:

   Date of Report            Items Reported
   January 13, 1999           Information relatd to Pennzoil-
                              Quaker State's December 30, 1998
                              acquisition of Quaker State
                              Corporation

   January 20, 1999           Amendment to Current Report on Form
                              8-K filed on January 13, 1999

   March 30, 1999             Information related to Pennzoil-
                              Quaker State's issuance of 6 3/4%
                              Notes due April 1, 2009 and 7 3/8%
                              Debentures due April 1, 2029


<PAGE>
<PAGE>  18
                             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



May 13, 1999