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, 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 of            (I.R.S. Employer
   incorporation or organization)           Identification No.)


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



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


      Indicate  by check mark whether the registrant (1) has  filed
all  reports  required to be filed by Section 13 or  15(d)  of  the
Securities Exchange Act of 1934 during the preceding 12 months  (or
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, 2000:

        Common Stock, par value $0.10 per share, 78,373,708 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
                                                                            March 31
                                                                  ----------------------------
                                                                     2000             1999
                                                                  -----------      -----------
                                                                    (Expressed in thousands
                                                                   except per share amounts)
<S>                                                               <C>              <C>
REVENUES                                                          $  779,912       $  704,062

COSTS AND EXPENSES
   Cost of sales                                                     595,724          500,549
   Selling, general and administrative                               135,119          147,700
   Restructuring charges                                              34,405             -
   Depreciation and amortization                                      25,860           33,514
   Taxes, other than income                                            4,330            4,370
   Interest charges, net                                              21,641           17,741
                                                                  -----------      -----------
INCOME (LOSS) BEFORE INCOME TAX                                      (37,167)             188

Income tax provision (benefit)                                       (19,259)           2,407
                                                                  -----------      -----------
NET LOSS                                                          $  (17,908)      $   (2,219)
                                                                  ===========      ===========

BASIC AND DILUTED LOSS PER SHARE                                  $    (0.23)      $    (0.03)
                                                                  ===========      ===========

DIVIDENDS PER COMMON SHARE                                        $   0.1875       $   0.1875
                                                                  ===========      ===========
BASIC AND DILUTED AVERAGE SHARES OUTSTANDING                          78,216           77,648
                                                                  ===========      ===========
END OF PERIOD SHARES OUTSTANDING                                      78,318           77,697
                                                                  ===========      ===========

NET LOSS                                                          $  (17,908)      $   (2,219)

OTHER COMPREHENSIVE INCOME, NET OF TAX                                   308            3,492
                                                                  -----------      -----------
COMPREHENSIVE INCOME (LOSS)                                       $  (17,600)      $    1,273
                                                                  ===========      ===========


<FN>
<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>
                                                                              March 31,           December 31,
                                                                                2000                  1999
                                                                            -------------        -------------
                                                                             (Unaudited)
                                                                                 (Expressed in thousands)
<S>                                                                         <C>                   <C>
ASSETS

Current assets
   Cash and cash equivalents                                                $      32,190        $      20,155
   Receivables                                                                    385,206              312,320
   Inventories                                                                    338,051              298,202
   Materials and supplies                                                          10,765               11,063
   Other current assets                                                            33,847               44,298
                                                                            -------------        -------------
Total current assets                                                              800,059              686,038

Property, plant and equipment, net                                                500,817              502,101
Deferred income taxes                                                             291,390              272,677
Goodwill and other intangibles                                                  1,097,955            1,065,143
Other assets                                                                      213,850              207,262
                                                                            -------------        -------------

TOTAL ASSETS                                                                $   2,904,071        $   2,733,221
                                                                            =============        =============

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
   Current maturities of long-term debt                                     $       2,900        $       1,080
   Accounts payable                                                               200,584              210,700
   Payroll accrued                                                                 36,115               28,328
   Other current liabilities                                                      163,723              129,295
                                                                            -------------        -------------
Total current liabilities                                                         403,322              369,403

Total long-term debt, less current maturities                                   1,191,415            1,026,153
Capital lease obligations, less current maturities                                 66,603               68,786
Other liabilities                                                                 323,131              319,011
                                                                            -------------        -------------
TOTAL LIABILITIES                                                               1,984,471            1,783,353
                                                                            -------------        -------------
COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY                                                              919,600              949,868
                                                                            -------------        -------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                  $   2,904,071        $   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>

                                                                                          Three Months Ended
                                                                                               March 31
                                                                                   ---------------------------------
                                                                                      2000                  1999
                                                                                   -----------           -----------
                                                                                        (Expressed in thousands)
<S>                                                                                <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                                         $  (17,908)           $   (2,219)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
      Depreciation and amortization                                                    25,860                33,514
      Deferred income tax                                                             (18,914)                1,815
      Distributions from equity investees less than earnings                           (3,465)                 (980)
      Other non-cash items                                                             16,229                 2,963
      Changes in accounts receivable                                                  (54,685)              (90,353)
      Changes in other operating assets and liabilities                               (13,926)                3,089
                                                                                   -----------           -----------
  Net cash used in operating activities                                               (66,809)              (52,171)
                                                                                   -----------           -----------

CASH FLOWS FROM INVESTING ACTIVITIES
  Capital expenditures                                                                (10,491)              (11,343)
  Acquisitions                                                                        (64,941)                 -
  Proceeds from sales of assets                                                         3,707                30,479
  Other investing activities                                                             (987)                4,674
                                                                                   -----------           -----------
  Net cash provided by (used in) investing activities                                 (72,712)               23,810
                                                                                   -----------           -----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Debt and capital lease obligation repayments                                         (1,828)             (372,573)
  Proceeds from issuances of debt                                                     167,965               626,087
  Dividends paid                                                                      (14,581)              (14,560)
  Other financing activities                                                             -                   (6,149)
                                                                                   -----------           -----------
  Net cash provided by financing activities                                           151,556               232,805
                                                                                   -----------           -----------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                              12,035               204,444


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

CASH AND CASH EQUIVALENTS, end of period                                           $   32,190            $  219,343
                                                                                   ===========           ===========

<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 establishes accounting and reporting standards requiring that
every  derivative  instrument be recorded in  the  balance  sheet  as
either  an  asset  or  liability measured at  its  fair  value.   The
standards  require  that changes in the derivative's  fair  value  be
recognized  currently  in earnings unless specific  hedge  accounting
criteria are met.  Special accounting for qualifying hedges allows  a
derivative's gains and losses to offset related results on the hedged
item  in  the income statement, and requires that a company  formally
document,  designate,  and assess the effectiveness  of  transactions
that  receive hedge accounting.  In June 1999, the FASB  issued  SFAS
No.   137,   "Accounting  for  Derivative  Instruments  and   Hedging
Activities  --  Deferral of the Effective Date of FASB Statement  No.
133" which defers the effective date of SFAS No. 133 until all fiscal
years  beginning  after  June 15, 2000.   The  Company  is  currently
assessing  SFAS  No.  133  to determine what  impact,  if  any,  this
pronouncement  will  have  on  the Company's  financial  position  or
results of operations.

(3)  Summarized Financial Data of Excel Paralubes -

     Summarized  operations information for Excel Paralubes, an equal
partnership  with Conoco Inc., for the three months ended  March  31,
2000 and 1999 on a 100% basis follows:

<TABLE>
                                         Three months ended March 31
                                         ----------------------------
                                            2000             1999
                                         -----------      -----------
                                            (Expressed in thousands)
                                                  (Unaudited)
<S>                                      <C>              <C>
Revenues                                 $   114,864      $    43,527
Operating earnings                            14,470            6,868
Net income (loss)                              4,373           (2,814)
</TABLE>


     Pennzoil-Quaker  State's  net  investment  in  Excel  Paralubes,
carried  as  a credit balance of $59.4 million and $50.5  million  at
March 31, 2000 and 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 (loss) for the three months ended March  31,
2000  and  1999 of $2.2 million and $(1.4) million, respectively,  is
included  in  revenues  in  the condensed consolidated  statement  of
operations and comprehensive income.

<PAGE>
<PAGE>  6
               PART I. FINANCIAL INFORMATION - continued

(4)  Debt -

     Pennzoil-Quaker  State  primarily  utilizes   commercial   paper
programs  to  manage  its  cash  flow  needs  and   currently  limits
aggregate borrowings under those commercial paper programs to  $600.0
million.   As of March 31, 2000 commercial paper borrowings  totaling
$387.1  million  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
March   31,  2000  and  intends  to  enter  into  several  additional
arrangements.  The Company currently limits its aggregate  borrowings
under   these  types  of  credit  arrangements  to  $300.0   million.
Outstanding borrowings were $32.0 million at March 31, 2000 and  were
classified as long-term debt.  Such debt classification is also based
on the availability of long-term credit facilities to refinance these
arrangements and the Company's intent to maintain such commitments in
excess of one year.  The Company has a revolving credit facility with
a  group of banks that provides for up to $600.0 million of committed
unsecured  revolving credit borrowings  through  November  14,  2000,
with  any outstanding borrowings on such date being converted into  a
term credit facility terminating on November 14, 2001.  There were no
borrowings outstanding under this revolving credit at March 31, 2000.
     Pennzoil-Quaker State also maintains a revolving credit facility
with  a  Canadian bank, which provides for up to US$18.7  million  of
committed  borrowings through October 29, 2000 with  any  outstanding
borrowings  on such date being converted into a term credit  facility
terminating  on October 29, 2001.  As of  March 31, 2000,  borrowings
under  the Company's Canadian facility totaling US$13.8 million  have
been classified as long-term debt.

(5)  Earnings Per Share -

     Computations for basic and diluted loss per share for the  three
months ended March 31, 2000 and 1999 consist of the following:

<TABLE>
                                                   Three Months Ended March 31
                                                   ----------------------------
                                                      2000             1999
                                                   -----------      -----------
                                                      (Expressed in thousands
                                                      except per share amounts)
<S>                                                <C>              <C>
Net loss                                           $  (17,908)      $   (2,219)
Basic and diluted weighted average shares (A)          78,216           77,648
Basic and diluted loss per share                        (0.23)           (0.03)
<FN>
<F1> (A)  A weighted average number of options to  purchase 9.8 million and 6.9
     million shares of common stock  and  awards  of  583.7  thousand and 308.8
     thousand shares of common stock  were  outstanding  for  the  three months
     ended March 31, 2000 and 1999, respectively, but were not  included in the
     computation of diluted loss per share because  these  options  and  awards
     would result in an antidilutive per share amount.
</FN>
</TABLE>

(6)  Use of Derivatives -

     Pennzoil-Quaker State has approved a tactical hedging program to
lock in the refining margins on up to ninety percent of its production
of certain refined fuel products through year-end 2000.  Pursuant  to
this strategy, Pennzoil-Quaker State  entered  into  several  futures
contracts in January 2000 and additional contracts  in  May 2000.  An
operating loss of $1.6 million related to this program was recognized
in cost of sales during the first  quarter  of  2000.  The  estimated
fair value of the unrealized gain associated with  the  open  futures
contracts was $0.1 million at March 31, 2000.
     In  April 2000, in conjunction with the purchase of two  British
automotive consumer products companies, the Company entered  into  an
UK  pound sterling forward swap for the pound sterling equivalent  of
approximately  $17.3 million.  The swap will  be   settled   in  June
2000.

<PAGE>
<PAGE>  7
               PART I. FINANCIAL INFORMATION - continued

(7)  Comprehensive Income (Loss) -

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

(8)  Cash Flow Information -

     Cash  paid for interest during the three months ended March  31,
2000 and 1999 was $13.7 million and $10.2 million, respectively.   An
income  tax refund, net of tax payments, of $0.7 million was received
during  the  three  months ended March 31, 2000.  Income  taxes  paid
during the three months ended March 31, 1999 were $0.3 million.

(9)  Restructuring Charges and Other -

     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  affected  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
include   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.
No employees had been terminated as of March 31, 2000.
     Pennzoil-Quaker State also recorded a first quarter 2000  charge
of  $13.0  million  related  to  a  January  18,  2000  fire  at  the
Shreveport, Louisiana  refinery  facility.  The  charge, recorded  in
cost of sales, included repairs, business  interruption  losses,  and
legal and  other  related  obligations,  net  of  expected  insurance
recovery.    The  explosion  and  resulting  fire  occurred   in  the
unifiner area, a  part  of  the  fuels  processing  unit.   The  fire
temporarily shut down the refinery for  approximately  two weeks  and
all units  are  currently  in  full operation.  The  Company does not
expect to incur any additional costs as a result  of  the  Shreveport
fire.

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

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

Results of Operations

     Net sales for Pennzoil-Quaker State for the quarter ended  March
31, 2000 were $765.6  million,  an  increase  of  $67.7  million,  or
approximately  10%, from the same period in 1999.   The  increase  in
net  sales  was  primarily  due  to higher  refined  products  prices
partially  offset by lower Jiffy Lube net sales resulting from  sales
of stores.
     Net loss for the quarter ended March 31, 2000 was $17.9 million,
or  23 cents per basic share.  This compares with a net loss of  $2.2
million,  or 3 cents per basic share for the quarter ended March  31,
1999.   The  decrease  in  income  is primarily  related  to  charges
resulting from a fire at the Shreveport, Louisiana refinery and  one-
time  costs  associated with the Company's general and administrative
cost reduction project.

<PAGE>
<PAGE>  8
               PART I. FINANCIAL INFORMATION - continued

     Pennzoil-Quaker State also recorded a first quarter 2000  charge
of  $13.0  million  related  to  a  January  18,  2000  fire  at  the
Shreveport, Louisiana  refinery  facility.  The  charge, recorded  in
cost of sales, included repairs, business  interruption  losses,  and
legal and  other  related  obligations,  net  of  expected  insurance
recovery.    The  explosion  and  resulting  fire  occurred   in  the
unifiner area, a  part  of  the  fuels  processing  unit.   The  fire
temporarily shut down the refinery for  approximately  two weeks  and
all units  are  currently  in  full operation.  The  Company does not
expect to incur any additional costs as a result  of  the  Shreveport
fire.
     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 affected  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 Company expects  to
save  approximately  $40.0  million  in  annual  pretax  general  and
administrative costs.  The restructuring is expected to be  completed
by  the  end of 2000.  These charges primarily include 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.  No  employees  had   been
terminated  as of March 31, 2000.  The Company expects  costs  to  be
funded through cash flows from operating activities.

Lubricants and Consumer Products

     Net  sales  for  the  Lubricants and  Consumer  products segment
were  $485.8 million for the quarter ended  March  31,  2000 compared
to  $479.1  million for the same  period  last  year.   The  increase
in  net sales is primarily due to higher international  and  consumer
product  sales   and   higher   average  lubricants  product  prices.
Operating  income for this segment was $46.7 million for the  quarter
ended  March  31, 2000 compared to $42.1 million for the same  period
last  year.  Operating income for the first quarter of 2000  included
$1.4  million  of  expenses related to the Company's  acquisition  of
Quaker   State  Corporation  that  occurred  in  December  of   1998.
Operating income for the first quarter of 1999 included $4.5  million
of merger related expenses.  Excluding these merger related expenses,
operating  income  was $48.1 million for the first  quarter  of  2000
compared  to  $46.6  million  for the same  period  last  year.   The
increase   is   primarily  due  to  higher  consumer   products   and
international  operating income partially offset by  higher  division
overhead.
     In February 2000, the Company completed the acquisition of  Auto
Fashions,  a  25  year-old  Australian  automotive  accessories  firm
operated  by Robert Hicks Pty Ltd.  for approximately US$5.3 million.
Auto  Fashions  is a leader in Australian automotive air  fresheners,
sunshades and comfort accessories and has a leading share position in
most  of  the  categories it participates in.  In  early  March,  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(R) auto accessories  business  unit
in Moorpark, California.   In  April  2000,  the  Company   signed  a
definitive  agreement  to  acquire 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.  The transaction closed
during the last week of April.

<PAGE>
<PAGE>  9
               PART I. FINANCIAL INFORMATION - continued

Jiffy Lube

       Net  sales for this segment were $82.1 million for the quarter
ended  March 31, 2000.  This compares to net sales of $119.3  million
for the same period in 1999.  The decrease in net sales for the first
quarter  was primarily due to the sale of company-operated centers to
franchisees.   Other income for this segment for  the  quarter  ended
March 31, 2000 was $3.0 million compared to $1.8 million for the same
period  in  1999. The increase in other income was primarily  due  to
higher  franchise fees.  Operating income from this segment  for  the
quarter  ended  March  31,  2000 was $3.2 million  compared  to  $0.1
million  for  the same period in 1999.  The improvement in  operating
income  for  the  first  quarter 2000 was  primarily  due  to  higher
comparable  sales  in  company-operated centers,  higher  rental  and
royalty  income,  lower selling, general and administrative  expenses
and merger costs.

Base Oil and Specialty Products

       Net sales for this segment were $263.9 million for the quarter
ended March 31, 2000.  This compares to net sales of  $150.9  million
for the same period 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  ended
March  31, 2000 was $5.9 million compared to  $5.1  million  for  the
same period in 1999.  The  increase  in  other  income  was primarily
due  to  higher equity earnings from Excel Paralubes. Operating  loss
from  this  segment for the quarter ended March 31,  2000  was  $12.1
million  compared  to  operating loss of $6.0 million  for  the  same
period  in 1999.  The decrease in operating income was primarily  due
to  higher  crude  oil costs and one-time costs associated  with  the
Shreveport fire.
       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 material gain or loss is
is expected.

Corporate Administrative Expense

      Corporate  administrative expense increased  $30.3  million  to
$52.1  million for the quarter ended March 31, 2000 compared  to  the
same  period in 1999. The increase is due to one-time costs of  $34.4
million associated with the Company's general and administrative cost
reduction effort.

Capital Resources and Liquidity

     Cash Flow.  As of March 31, 2000, Pennzoil-Quaker State had cash
and  cash  equivalents of $32.2 million.  During  the  quarter  ended
March 31, 2000 cash and cash equivalents increased $12.0 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.

<PAGE>
<PAGE>  10
               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. As  of  March  31,  2000
commercial  paper  borrowings  totaling  $387.1  million  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 March  31,  2000  and
intends  to enter into several additional arrangements.  The  Company
currently limits its aggregate borrowings under these types of credit
arrangements  to $300.0 million.  Outstanding borrowings  were  $32.0
million  at  March  31, 2000 and were classified as  long-term  debt.
Such  debt classification is also based on the availability of  long-
term  credit  facilities  to  refinance these  arrangements  and  the
Company's intent to maintain such commitments in excess of one  year.
The  Company  has a revolving credit facility with a group  of  banks
that  provides  for  up  to  $600.0 million  of  committed  unsecured
revolving  credit  borrowings  through November 14,  2000,  with  any
outstanding  borrowings  on such date being  converted  into  a  term
credit  facility  terminating on November 14, 2001.   There  were  no
borrowings outstanding under this revolving credit at March 31, 2000.
      Pennzoil-Quaker   State   also  maintains  a  revolving  credit
facility  with  a  Canadian bank, which provides for  up  to  US$18.7
million  of committed borrowings through  October 29, 2000, with  any
outstanding  borrowings  on such date being  converted  into  a  term
credit  facility terminating on October 29, 2001.  As  of  March  31,
2000,  borrowings  under  the  Company's Canadian  facility  totaling
US$13.8 million have been classified as long-term debt.
      Accounts Receivable.  Pennzoil-Quaker State, through its wholly
owned  subsidiary Pennzoil Receivables Company ("PRC"), sells certain
of  its  accounts receivable to a third party purchaser.   PRC  is  a
special  limited  purpose corporation and  the  assets  of   PRC  are
available solely to satisfy the claims of its own creditors  and  not
those  of  Pennzoil-Quaker  State or  its  affiliates.   The  Company
entered  into a new one-year receivables sales facility in June  1999
that  provides for ongoing sales of up to $160.0 million of  accounts
receivable.  The  Company's net accounts receivable  sold  under  its
receivable sales facility totaled $160.0 million at March 31, 2000.
      The  Company  maintains  a lube center receivable purchase  and
sale  agreement,  which  provides  for  the  sale  of  certain  notes
receivable  up to $210.0 million, through a wholly owned  subsidiary,
Pennzoil Lube Center Acceptance Corporation ("PLCAC").  The aggregate
purchase  price  limit  was  increased in January  2000  from  $200.0
million  to $210.0 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  March  31,  2000, the Company has sold  a  total  of  $196.6
million  of  notes receivable under this agreement, of  which  $158.5
million  were outstanding to the third party purchaser at  March  31,
2000.

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.   A
loss  of  $1.6  million  related  to current  period  operations  was
recognized  in cost of sales during the first quarter of  2000.   The
estimated fair value of the unrealized gain associated with the  open
futures contracts was $0.1 million at March 31, 2000.
      In April 2000, in conjunction with the purchase of two  British
automotive consumer products  companies, the  Company entered into an
UK pound sterling forward swap for the pound  sterling  equivalent of
approximately $17.3 million in April 2000.  The swap will be  settled
in June 2000.

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


Forward-Looking Statements - Safe Harbor Provisions

      This quarterly report on Form 10-Q of Pennzoil-Quaker State for
the  quarter  ended  March 31, 2000 contains certain  forward-looking
statements within the meaning of Section 27A of the Securities Act of
1933,  as amended, and Section 21E of the Securities Exchange Act  of
1934,  as  amended,  which are intended to be  covered  by  the  safe
harbors created thereby.  To the extent that such statements are  not
recitations  of historical fact, such statements constitute  forward-
looking   statements,  which,  by  definition,  involve   risks   and
uncertainties.   Where, in any forward-looking statements,  Pennzoil-
Quaker  State expresses an expectation or belief as to future results
or  events, such expectation or belief is expressed in good faith and
believed  to  have a reasonable basis, but there can be no  assurance
that  the  statement  of  expectation or belief  will  result  or  be
achieved or accomplished.
      The  following are factors that could cause actual  results  or
events  to differ materially from those anticipated, and include  but
are   not  limited  to:  general  economic,  financial  and  business
conditions; competition in the motor oil and marketing business; base
oil  margins  and  supply and demand in the base  oil  business;  the
success  and cost of advertising and promotional efforts;  mechanical
failure   in   refining   operations;   unanticipated   environmental
liabilities; changes in and compliance with governmental regulations;
changes in tax laws; and the cost and effects of legal proceedings.

<PAGE>
<PAGE> 12

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

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

<CAPTION>
                                                                      Three Months Ended
                                                                           March 31
                                                                 ----------------------------
                                                                    2000             1999
                                                                 -----------      -----------
                                                                  (Dollar amounts expressed
                                                                         in thousands)
<S>                                                              <C>              <C>
REVENUES
   Net sales
      Lubricants and Consumer Products                           $  485,802       $  479,082
      Base Oil and Specialty Products                               263,936          150,903
      Jiffy Lube                                                     82,084          119,300
      Intersegment sales and other                                  (66,177)         (51,292)
                                                                 -----------      -----------
                                                                    765,645          697,993
                                                                 -----------      -----------

   Other income, net
      Lubricants and Consumer Products                           $    2,603       $       46
      Base Oil and Specialty Products                                 5,974            5,130
      Jiffy Lube                                                      2,953            1,799
      Other                                                           2,737             (906)
                                                                 -----------      -----------
                                                                     14,267            6,069
                                                                 -----------      -----------
   Total revenues                                                $  779,912       $  704,062
                                                                 ===========      ===========

OPERATING INCOME (LOSS)
   Lubricants and Consumer Products                              $   46,693       $   42,078
   Base Oil and Specialty Products                                  (12,079)          (5,978)
   Jiffy Lube                                                         3,249              112
   Other                                                             (1,323)           3,529
                                                                 -----------      -----------
        Total operating income                                       36,540           39,741

Corporate administrative expense                                     17,661           21,812
Restructuring charges                                                34,405             -
Interest charges, net                                                21,641           17,741
                                                                 -----------      -----------
Income (loss) before income tax                                     (37 167)             188

Income tax provision (benefit)                                      (19,259)           2,407
                                                                 -----------      -----------

NET LOSS                                                         $  (17,908)      $   (2,219)
                                                                 ===========      ===========


RATIO OF EARNINGS TO FIXED CHARGES                                     -                -
                                                                 ===========      ===========
AMOUNT BY WHICH FIXED CHARGES EXCEEDS EARNINGS                   $   40,406       $      301
                                                                 ===========      ===========
</TABLE>


<PAGE>
<PAGE> 13

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

<CAPTION>
                                                                    Three Months Ended
                                                                         March 31
                                                               ------------------------------
                                                                   2000              1999
                                                               ------------      ------------
<S>                                                            <C>               <C>
OPERATING DATA
--------------

LUBRICANTS AND CONSUMER PRODUCTS
  Total revenues (in thousands):
      Lubricants                                               $   346,462       $   344,860
      Consumer products                                             87,283            84,295
      International operations                                      56,973            49,943
      Eliminations & other                                          (2,313)               30
                                                               ------------      ------------
           Total revenues                                      $   488,405       $   479,128
                                                               ============      ============

  Operating income (in thousands):
      Lubricants                                               $    40,098       $    40,045
      Consumer products                                             15,162            11,137
      International operations                                       4,467             1,633
      Division overhead                                            (13,034)          (10,737)
                                                               ------------      ------------
           Total operating income                              $    46,693       $    42,078
                                                               ============      ============

JIFFY LUBE
  Domestic systemwide sales (in thousands)                     $   279,459       $   259,048
  Same center sales (in thousands)                             $   258,794       $   244,671
  Centers open                                                       2,161             2,127

BASE OIL AND SPECIALTY PRODUCTS (A)
  Raw materials processed (barrels per day)                         49,683            60,983
  Refining capacity (barrels per day)(B)                            65,700            76,000
  Refiner's margin ($ per barrel)                              $      6.31       $      7.46
  Operating costs ($ per barrel)                               $      8.39       $      5.82
  Depreciation ($ per barrel)                                  $      0.48       $      1.35

  Refinery Feedstocks:
      Paraffinic crude oil                                             46%               70%
      Naphthenic crude oil                                              8%                8%
      Other feedstocks and blendstocks                                 46%               22%

  Refinery Yields:
      Gasolines                                                        21%               29%
      Distillates                                                      31%               31%
      Lube base stocks                                                 31%               25%
      Waxes                                                             2%                3%
      Other products                                                   15%               12%

  Market Data:
      WTI crude oil ($ per barrel)                             $     28.74        $    13.06
      3-2-1 crack spread ($ per barrel) (C)                    $      3.79        $     1.41
      Base oil gross margin ($ per barrel) (D)                 $     17.72        $    19.03

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

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


Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits -

     3  By-laws of Pennzoil-Quaker State Company, as amended through
        June 1, 2000.

    12  Computation of Ratio of Earnings to Fixed  Charges  for  the
        three months ended March 31, 2000 and 1999.

    27  Financial Data Schedule.

(b)  Reports -

     During the first quarter of 2000, Pennzoil-Quaker  State  filed
the following Current Reports on Form 8-K with  the  Securities  and
Exchange Commission:

   Date of Report             Items Reported

   April 19, 2000             Information related
                              to Pennzoil-Quaker State's sale of
                              its Rouseville, Pennsylvania  wax
                              processing facilities and  the
                              related assets at the Rouseville
                              facility  to Calumet Lubricants
                              Company, LP.










                             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 11, 2000