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



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


For the Quarter Ended June 30, 1999 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 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
such  shorter period that the registrant was required to file  such
reports), and (2) has been subject to such filing requirements  for
the past 90 days.  Yes  X  .  No     .

      Number  of  shares of stock were outstanding,  as  of  latest
practicable date, July 31, 1999:

           Common  Stock,  par  value $0.10 per  share,  77,856,966
shares.




<PAGE>
<PAGE>  2

                                              PART I. FINANCIAL INFORMATION

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

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

                                                                       Three Months Ended               Six Months Ended
                                                                            June 30                         June 30
                                                                  ----------------------------     ----------------------------
                                                                     1999            1998(A)          1999            1998(A)
                                                                  -----------      -----------     -----------      -----------
                                                                        (Expressed in thousands except per share amounts)
                                                                                             (Note 2)
<S>                                                               <C>              <C>             <C>              <C>
REVENUES                                                          $  774,586       $  498,969      $1,498,467       $  942,411

COSTS AND EXPENSES
   Cost of sales                                                     550,857          329,189       1,055,388          584,246
   Purchases from affiliate                                             -              34,328            -             104,325
   Selling, general and administrative                               154,443           85,606         317,980          163,447
   Depreciation and amortization                                      30,356           18,912          63,870           36,676
   Taxes, other than income                                            3,445            2,580           7,815            6,082
   Interest charges, net                                              21,081            3,254          38,822            5,947
   Affiliated interest                                                  -              14,157            -              28,210
                                                                  -----------      -----------     -----------      -----------
INCOME BEFORE INCOME TAX                                              14,404           10,943          14,592           13,478

Income tax provision                                                   8,102            4,893          10,509            6,829
                                                                  -----------      -----------     -----------      -----------
NET INCOME                                                        $    6,302       $    6,050      $    4,083       $    6,649
                                                                  ===========      ===========     ===========      ===========

BASIC AND DILUTED EARNINGS PER SHARE                              $     0.08       $     0.13      $     0.05       $     0.14
                                                                  ===========      ===========     ===========      ===========

DIVIDENDS PER COMMON SHARE                                        $   0.1875       $     -         $   0.3750       $     -
                                                                  ===========      ===========     ===========      ===========
AVERAGE SHARES OUTSTANDING:
   Basic                                                              77,757           47,847          77,703           47,847
                                                                  ===========      ===========     ===========      ===========
   Diluted                                                            78,053           47,847          78,006           47,847
                                                                  ===========      ===========     ===========      ===========
END OF PERIOD SHARES OUTSTANDING                                      77,823           47,847          77,823           47,847
                                                                  ===========      ===========     ===========      ===========




<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>
                                                                               June 30,           December 31,
                                                                                1999                  1998
                                                                            -------------        -------------
                                                                             (Unaudited)
                                                                                 (Expressed in thousands)
<S>                                                                         <C>                   <C>
ASSETS

Current assets
   Cash and cash equivalents                                                $      37,088        $      14,899
   Receivables                                                                    341,211              291,997
   Inventories                                                                    295,956              306,512
   Materials and supplies, at average cost                                         13,348               12,422
   Deferred income taxes                                                           47,413               47,413
   Other current assets                                                            63,647               63,328
                                                                            -------------        -------------
Total current assets                                                              798,663              736,571

Property, plant and equipment, net                                                990,981            1,032,076
Deferred income taxes                                                              21,025               36,614
Goodwill                                                                        1,108,648            1,104,353
Other assets                                                                      211,971              235,380
                                                                            -------------        -------------

TOTAL ASSETS                                                                $   3,131,288        $   3,144,994
                                                                            =============        =============

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
   Current maturities of long-term debt                                     $       1,080        $       1,283
   Accounts payable                                                               243,988              245,721
   Payroll accrued                                                                 28,618               18,734
   Other current liabilities                                                      149,768              147,609
                                                                            -------------        -------------
Total current liabilities                                                         423,454              413,347

Total long-term debt, less current maturities                                   1,039,547            1,026,054
Capital lease obligations, less current maturities                                 71,346               74,464
Other liabilities                                                                 271,334              280,922
                                                                            -------------        -------------
TOTAL LIABILITIES                                                               1,805,681            1,794,787
                                                                            -------------        -------------
COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY                                                            1,325,607            1,350,207
                                                                            -------------        -------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                  $   3,131,288        $   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>

                                                                                            Six Months Ended
                                                                                                June 30
                                                                                   ---------------------------------
                                                                                      1999                 1998(A)
                                                                                   -----------           -----------
                                                                                        (Expressed in thousands)
                                                                                              (Note 2)
<S>                                                                                <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                                                       $    4,083            $    6,649
  Adjustments to reconcile net income to net cash
    provided by operating activities:
      Depreciation and amortization                                                    63,870                36,676
      Deferred income tax                                                               7,732                11,810
      Distributions from equity investees
        in excess of (less than) earnings                                              (4,134)                4,926
      Other non-cash items                                                              4,618                14,393
      Changes in other operating assets and liabilities                               (66,642)              (70,723)
                                                                                   -----------           -----------
  Net cash provided by operating activities                                             9,527                 3,731
                                                                                   -----------           -----------

CASH FLOWS FROM INVESTING ACTIVITIES
  Capital expenditures                                                                (30,925)              (29,028)
  Proceeds from sales of assets                                                        73,106                13,788
  Other investing activities                                                           (4,936)                8,299
                                                                                   -----------           -----------
  Net cash provided by (used in) investing activities                                  37,245                (6,941)
                                                                                   -----------           -----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Debt and capital lease obligation repayments                                       (585,318)               (9,643)
  Proceeds from note payable to affiliate                                                -                   10,429
  Proceeds from issuances of debt                                                     596,968                 1,457
  Dividends paid                                                                      (29,143)                 -
  Other financing activities                                                           (7,090)                 -
                                                                                   -----------           -----------
  Net cash prodvided by (used in) financing activities                                (24,583)                2,243
                                                                                   -----------           -----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                   22,189                  (967)


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

CASH AND CASH EQUIVALENTS, end of period                                           $   37,088            $    8,165
                                                                                   ===========           ===========

<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  to  its
stockholders  47.8  million shares of common stock  of  its  wholly
owned    subsidiary   Pennzoil-Quaker   State   (the    "Spin-off")
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 0.8204 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 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 the 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 and six months ended  June
30,  1999, the $27.9 million liability related to the Quaker  State
operations  was  reduced   by $10.6  million  and  $12.4   million,
respectively, primarily for severance paid to certain Quaker  State
employees. No additional liabilities were  recorded  in  connection
with the acquisition during the six months ended June 30, 1999. The
remaining  accrual  of  $15.5 million at  June  30,  1999  includes
amounts for severance costs and relocation costs for certain Quaker
State employees.

<PAGE>
<PAGE>  6

               PART I. FINANCIAL INFORMATION - continued

    During the three months and six months ended June 30, 1999, the
$10.6 million accrued liability related to the acquiror was reduced
by  $1.8  million and $4.3 million, respectively, 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  six
months  ended June 30, 1999.  The remaining accrual of $6.3 million
at  June 30, 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. During the three months and  six  months
ended  June 30, 1999, the Company also incurred approximately $14.3
million  and  $27.4 million, respectively, in previously  unaccrued
expenses primarily due to post year-end acquisition-related systems
integration costs, rationalization of Q Lube centers, 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  six
months  ended June 30, 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
future  results of operations or results that would  have  actually
occurred  had  the acquisition of Quaker State been consummated  on
January 1, 1998.

<TABLE>
                                                            Six months ended
                                                              June 30, 1998
                                                       ------------------------------
                                                       (Expressed in thousands except
                                                              per share amounts)
<S>                                                          <C>
Revenues                                                      $  1,556,399
Net income                                                          17,962
Basic and diluted earnings per share                                  0.23
</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.  SFAS No. 133 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.   In June 1999, the FASB issued SFAS  No.
137,  deferring  the effective date of SFAS No.  133  until  fiscal
years  beginning after June 15, 2000.  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>  7

               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  and  six
months ended June 30, 1999 and 1998 on a 100% basis follows:

<TABLE>
                                                    Three months ended June 30       Six months ended June 30
                                                   ----------------------------    ----------------------------
                                                      1999             1998           1999              1998
                                                   -----------      -----------    -----------       -----------
                                                                     (Expressed in thousands)
                                                                            (Unadudited)
<S>                                                <C>              <C>            <C>               <C>
Revenues                                           $    81,611      $    72,907    $   125,138       $   131,019
Operating earnings                                      17,733           16,210         24,601            26,247
Net income                                               8,099            6,602          5,285             7,051
</TABLE>

     Pennzoil-Quaker  State's  net  investment in  Excel Paralubes,
carried  as a credit balance of $49.2 million and $51.8 million  at
June  30,  1999  and  December 31, 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 for the three months ended
June   30,  1999  and  1998  of  $4.0  million  and  $3.3  million,
respectively, is included in revenues in the condensed consolidated
statement  of  income.   Pennzoil-Quaker State's  equity  in  Excel
Paralubes' pretax income for the six months ended June 30, 1999 and
1998 was $2.6 million and $3.5 million, respectively.

(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 ("Notes") due April 1, 2009 and $400.0 million  of  7
3/8% Debentures ("Debentures") due April 1, 2029.  The net proceeds
of  $592.2 million from the Notes and Debentures were used  to  pay
down  variable  rate debt.  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 six months ended
June 30, 1999.
     As  of June 30, 1999, borrowings under Pennzoil-Quaker State's
commercial  paper  programs  totaling  $276.1  million  have   been
classified as long-term debt.  Pennzoil-Quaker State also maintains
a long-term credit facility with Canadian banks, which provides for
up  to C$27 million through October 25, 1999.  As of June 30, 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>  8

               PART I. FINANCIAL INFORMATION - continued

(6)  Earnings Per Share -

     Computations for basic and diluted earnings per share for  the
three months and six months ended June 30, 1999 and 1998 consist of
the following:
<TABLE>
                                        Three Months Ended June 30         Six Months Ended June 30
                                      ------------------------------     ----------------------------
                                         1999             1998(A)           1999            1998(A)
                                      -------------     ------------     ------------     -----------
                                           (Expressed in thousands except per share amounts)
<S>                                                <C>              <C>
Net income                            $      6,302      $     6,050      $     4,083      $    6,649
Basic weighted average shares               77,757           47,847           77,703          47,847
Effect of dilutive securities (B):
  Awards                                       296             -                 303            -
                                      -------------     ------------     ------------     -----------
Diluted weighted average shares             78,053           47,847           78,006          47,847
Basic and diluted earnings per share          0.08             0.13             0.05            0.14
<FN>
<F1> (A)  Excludes Quaker State Corporation results and shares issued in the acquisition.
<F2> (B)  A weighted average number of options to purchase 6.9 million shares were outstanding for the
     the three months and six months ended June 30, 1999 but were not included in the computation of
     diluted earnings per share because the options' prices were greater than the average market price
     of the common shares.
</FN>
</TABLE>



(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.
     In  August  1999,  Pennzoil-Quaker State approved  a  tactical
hedging  program to lock-in the crack spread on up to fifty percent
of  its production of certain refined fuel products through the end
of  1999.  The majority of the hedging approved under this  program
was completed on August 6, 1999.





<PAGE>
<PAGE>  9

               PART I. FINANCIAL INFORMATION - continued

(8)  Comprehensive Income -

     Effective January 1, 1998, Pennzoil-Quaker State adopted  SFAS
No.  130,  "Reporting  Comprehensive Income," which  requires  that
certain items that are excluded from net income but included  as  a
component  of  total  shareholders'  equity  be  presented  in  the
Company's  financial statements. 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.
Comprehensive  income for the three and six months ended  June  30,
1999 and 1998 is as follows:

<TABLE>
                                                        Three months ended               Six months ended
                                                              June 30                         June 30
                                                   ----------------------------    ----------------------------
                                                      1999            1998(A)         1999             1998 (A)
                                                   -----------      -----------    -----------       -----------
                                                                     (Expressed in thousands)
                                                                            (Unadudited)
<S>                                                <C>              <C>            <C>               <C>
Net income                                         $     6,302      $     6,050    $     4,083       $     6,649
Other comprehensive income, net of tax                  (4,431)          (1,120)          (939)           (1,084)
                                                   ------------     ------------   ------------      ------------
Comprehensive income                               $     1,871      $     4,930    $     3,144       $     5,565
                                                   ============     ============   ============      ============

<FN>
<F1> (A) Excludes Quaker State Corporation results.
</FN>
</TABLE>


(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 by the Company 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 six months ended June  30,
1999  and  1998  was $26.0 million and $5.8 million,  respectively.
Cash  paid  for income taxes during the six months ended  June  30,
1999  was  $0.6  million and no payments were made during  the  six
months ended June 30, 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  and  six  months
ended June 30, 1998 include certain affiliated charges for interest
and services provided by Pennzoil Company prior to the Spin-off.


<PAGE>
<PAGE>  10

               PART I. FINANCIAL INFORMATION - continued

Results of Operations

      Net  sales for Pennzoil-Quaker State for the quarter and  six
months  ended  June  30,  1999  were $763.6  million  and  $1,481.4
million,  respectively.  This compares with  net  sales  of  $485.1
million for the quarter ended June 30, 1998 and $912.2 million  for
the  six months ended June 30, 1998.  The increases for the quarter
and six months ended June 30, 1999 compared to the same periods  in
1998  are  primarily  due  to  the  acquisition  of  Quaker  State.
Purchases  from affiliate for the three and six months  ended  June
30,  1998  relate to purchases of crude oil at market  prices  from
Pennzoil Company.  Pennzoil-Quaker State began purchasing crude oil
primarily  from  unrelated third parties in the  third  quarter  of
1998.
     Net  income for the quarter and six months ended June 30, 1999
was $6.3 million, or 8 cents per basic share and $4.1 million, or 5
cents per basic share, respectively.  This compares with net income
of  $6.1 million, or 13 cents per basic share for the quarter ended
June 30, 1998 and $6.6 million, or 14 cents per basic share for the
six  months  ended June 30, 1998.  Net income for three months  and
six  months  ended June 30, 1999 included pretax charges  of  $14.3
million  and  $27.4  million, respectively, due to  one-time  costs
(legal,  severance,  rationalization of Q Lube  centers  and  other
charges)  associated with the Company's merger with  Quaker  State.
Net  income for the three months and six months ended June 30, 1999
also  included  pretax charges of $1.4 million  and  $3.0  million,
respectively, due to one-time restructuring charges related to  the
Base Oil and Specialty Products segment.

Lubricants and Consumer Products

     Net  sales  for this  segment for the quarter and  six  months
ended  June  30,  1999  were $518.3 million and  $1,017.2  million,
respectively.   This  compares to net sales of $252.8  million  and
$481.3  million, respectively, for the same periods in  1998.   The
increases  in  net  sales are primarily due to the  acquisition  of
Quaker  State.  Other income for this segment for the  quarter  and
six  months ended June 30, 1999 was $5.8 million and $5.9  million,
respectively.   This  compares to $1.9 million  and  $5.7  million,
respectively,  for the same periods in 1998.  Operating income from
this segment for the quarter and six months ended June 30, 1999 was
$51.6  million and $93.6 million, respectively.  This  compares  to
$25.3 million and $45.7 million, respectively, for the same periods
in  1998.  The increases were also primarily due to the acquisition
of  Quaker  State.   Higher  lubricating  products  sales  volumes,
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 for the quarter and  six  months
ended  June  30,  1999  were  $188.4 million  and  $339.3  million,
respectively.  This  compares to net sales of  $193.1  million  and
$374.5  million, respectively, for the same periods in  1998.   The
decreases  were  primarily due to lower average  sales  prices  for
fuels,  base  oils  and  other refined petroleum  products.   Other
income  for this segment for the quarter and six months ended  June
30,  1999  was $6.9 million and $12.1 million, respectively.   This
compares to $10.2 million and $20.4 million, respectively,  for the
same  periods  in 1998. The decrease in other income  for  the  six
months ended June 30, 1999 compared to the same period in 1998  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 and six months ended June 30, 1999 was $3.6 million and
$9.6 million, respectively.  This  compares to operating income  of
$7.0  million and $11.5 million, respectively, for the same periods
in  1998.   The decreases were primarily due to lower fuels margins
and lower realized lube margins.


<PAGE>
<PAGE>  11

               PART I. FINANCIAL INFORMATION - continued

Fast Lube Operations

     Net  sales  for this segment  for the quarter and  six  months
ended  June  30,  1999  were  $111.1 million  and  $230.4  million,
respectively.  This  compares to net sales  of  $84.0  million  and
$161.0  million, respectively, for the same periods in  1998.   The
increase  in net sales is primarily due to the addition  of  Quaker
State's Q Lube operations. Other income (loss) for this segment for
the  quarter and six months ended June 30, 1999 was $(1.0)  million
and  $0.8 million, respectively.  This compares to $3.2 million and
$6.9  million,  respectively,  for the same periods  in  1998.  The
decrease in other income was primarily due to lower gains on  sales
of  assets.   Operating loss from this segment for the quarter  and
six  months ended June 30, 1999 was $1.0 million and $0.9  million,
respectively.  This  compares to operating income of  $6.9  million
and $11.6 million, respectively, for the same periods in 1998.  The
decreases  were primarily due to increased operating  costs  within
company   operated   centers  and  higher  selling,   general   and
administrative expenses primarily related to one-time merger costs.
     During the second quarter of 1999, the Company sold and closed
a  significant number of company operated centers as  part  of  the
merging  of the Q Lube stores into the Jiffy Lube system.   Various
company  operated  centers  have been closed  and  others  sold  to
franchisees to settle territorial and other disputes.  As  of  June
30, 1999, the Company owned and operated approximately 750 centers.
As   of   December  31,  1998  the  Company  owned   and   operated
approximately 993 centers.  Approximately $15.5 million in expenses
were  accrued  in  the  fourth quarter of  1998  related  to  store
closings.   No  additional accruals have been recorded  related  to
store  closings.   No  material gain or loss  has  been  recognized
related to sales of Company stores.

Corporate Administrative Expense

    Corporate administrative expense for the quarter and six months
ended   June  30,  1999  was   $18.7  million  and  $40.5  million,
respectively.   This compares to $10.1 million and  $19.6  million,
respectively,  for  the  same periods in 1998.  The  increases  are
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 by the Company 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.

Capital Resources and Liquidity

      Cash  Flow.  As of June 30, 1999, Pennzoil-Quaker  State  had
cash  and cash equivalents of $37.1 million.  During the six months
ended  June  30,  1999, cash and cash equivalents  increased  $22.2
million  due  primarily to higher cash provided by  operations  and
increased sales of assets.
     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>  12

               PART I. FINANCIAL INFORMATION - continued

     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 used to pay down variable rate debt.   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 six months ended June 30, 1999.
     As  of June 30, 1999, borrowings under Pennzoil-Quaker State's
commercial  paper  programs  totaling  $276.1  million  have   been
classified as long-term debt.  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 June  30,
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  or  its
affiliates.   The  Company  increased  and  extended  its  one-year
receivables  sales  facility in June 1999 to  provide  for  ongoing
sales of up to $160.0 million of accounts receivable. The Company's
net  accounts  receivable sold under this facility  totaled  $156.8
million at June 30, 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 or its affiliates.  Through June 30,
1999,  the  Company  has sold a total of $148.4  million  of  notes
receivable  under  this  agreement, of which  $120.3  million  were
outstanding to the third party purchaser at June 30, 1999.


Year 2000 Issues

     The Company has conducted a review of its key computer systems
and  identified a number of systems that were affected by the  year
2000 issue. The Company completed conversion of these non-compliant
financial, operating, human resources and payroll systems to a  new
information  technology system in 1998.  In addition,  the  Company
upgraded  electronic commerce systems to compliant versions  during
the  second  quarter  of  1999.  Upgrades  and  standardization  of
network, infrastructure, desktop and communications systems to make
these assets compliant were also completed in the second quarter of
1999  which  includes the majority of the international  locations.
Upgrades  and conversions for the remaining international locations
will be completed by November 1999.  Critical end-user spreadsheets
and  databases have been reviewed and converted to handle year 2000
processing.   Any remaining end user systems will be  completed  by
September  30,  1999.  Validation testing of all critical  hardware
and  software was completed during the second quarter of 1999.  The
only  validation testing still in progress is for certain financial
support  systems such as tax reporting and reconciliation  systems,
the financial software used at some of the international locations,
and four third-party datasets for the Jiffy Lube systems which will
be completed by the end of August 1999.

<PAGE>
<PAGE>  13

               PART I. FINANCIAL INFORMATION - continued

     The  only  system  replacements  that  have  been  accelerated
to  remedy non-compliance are the Company voicemail 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
for  the information technology systems began in the second quarter
of  1999.   It  includes backup, standby and  storage  of  critical
equipment and parts to reduce the impact of major service providers
as  well  as  providing  for  alternate  processing  locations  and
performing  manual processes in the event of system unavailability.
Contingency  planning and testing of contingency  plans  should  be
completed by September 30, 1999.
     The  Jiffy  Lube  Point  of  Sale  system is  year 2000  ready
except  for a third-party auxiliary component that provides vehicle
make  and  model  part  information.  This vendor-supplied  dataset
currently  cannot  accept information for year 2000  models.   This
component  will be upgraded by September 30, 1999.    Contingencies
for  this  information would be to utilize other  suppliers,  which
would  be  done  by  the  time new model information  is  generally
available in September 1999.
     The  Company  has  conducted  a  comprehensive  inventory  and
assessment  of  systems and devices with embedded  chips  in  them,
which    included    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.  Critical embedded chip systems have  been
remediated and tested for year 2000 readiness and were completed in
the   second   quarter  of  1999.    At  this  time,  two   Company
manufacturing facilities have three non-compliant control  systems.
One  of  these systems will be upgraded by September 30,  1999.   A
similar  system was successfully upgraded and tested  at  the  same
facility  in June 1999.  The other two systems will be upgraded  in
August  1999  and  by September 30, 1999, during a scheduled  plant
shutdown.   Compliant versions of the software now exist  for  both
systems  and pilot tests of similar systems have been  run  at  the
Company's  technology center.  System testing will be performed  at
both  facilities at the time of their upgrade.  The only  equipment
with  embedded chips still to be upgraded is a flow  meter,  a  lab
testing  device,  and a telephone system.  These upgrades  will  be
completed  by the end of August 1999.  Replacement and upgrades  of
embedded  chip  systems  at international  locations  is  over  75%
completed  and tested.  The remaining systems are to  be  completed
and  tested  by September 30, 1999 or earlier.   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, currently compliant  control
systems  that  have  the  potential for  environmental,  safety  or
business  interruption  impact have been  tested  during  scheduled
maintenance.   Nevertheless, operation of these  systems  would  be
reduced or discontinued if a component is found to be non-compliant
in order to prevent safety and environmental problems.  Contingency
planning  is  also underway to provide alternatives  in  the  event
these  systems  are  partially  or  completely  inoperable.     The
Company  employed an independent engineering firm to inventory  and
assess  the embedded chip equipment in use at company lube centers.
All equipment was identified and assessed as year 2000 ready except
for the emissions testing and a component of the car wash equipment
because  the  internal software and hardware were  not  accessible.
These two items require additional follow up with the vendor or the
state  agency  issuing this equipment, which will be  completed  by
August 31, 1999.  However, this type of equipment is not a critical
service  to  lube  operations and in  the  event  of  an  equipment
failure,  they would be temporarily discontinued until  remediation
is completed.

<PAGE>
<PAGE>  14

               PART I. FINANCIAL INFORMATION - continued

     The  Company  has contacted  and  continues  to  monitor  year
2000  readiness  of  key  suppliers,  banks,  customers  and  other
unaffiliated  companies that have business relationships  with  the
Company.  The Company could be adversely affected by the failure of
these  unaffiliated companies to adequately address the  year  2000
issue.  These  assessments include activities such as  face-to-face
meetings,  reviews  of  their  year  2000  readiness  programs  and
cooperative testing.  Completion of this assessment ranges from 65%
to 90% for all business units.  Specific areas still being assessed
are  the  local  suppliers for two manufacturing and two  marketing
operations,   governmental  agencies,   and   third-party   service
providers.   A  special  review of the assessment  and  contingency
arrangements of key suppliers to the Jiffy Lube locations  will  be
completed  by  September  1999 to ensure that  critical  parts  and
supplies  will  not  be  interrupted due to a  year  2000  problem.
Contingency  planning  for  key  suppliers  and  customers,   which
includes  third-party business partners, infrastructure  providers,
and  transportation vendors, was started in the second  quarter  of
1999.  Contingencies include arrangements to mitigate the impact of
disruptions  from  these outside sources.   Contingency  plans  and
testing of these plans will be completed by September 30, 1999.
     As  with  most   companies,  the   Company   anticipates  more
issues arising from international business partners, especially  in
the  banking,  utility, shipping and governmental  segments.   This
assessment  is currently underway and is 60% complete.  Contingency
planning  is  in  progress and will be  completed  by September 30,
1999.
     Although the Company's primary focus has been to identify  and
remediate mission critical non-compliant systems and equipment, all
non-critical  systems  and equipment have  been  included  in  this
review.
     In   addition,  the    Company   has    implemented   internal
procedures  to  respond cooperatively to inquiries from  regulatory
agencies  and  other businesses about its year 2000  program.   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.
     Quaker  State  is continuing its year 2000 program  after  the
merger.  Quaker State has completed reviews of computer systems and
embedded technologies at all locations, including its blending  and
packaging facilities.  Hardware, software, and embedded systems are
being  upgraded  or  replaced  by  September  30,  1999.   Blending
equipment  was upgraded for all but one blending site by  June  30,
1999, with the last site to be completed by September 30, 1999.  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.   The  operating and financial systems for the  lubricants
business segments and the Canadian facility were made compliant  by
converting  their business processes to the current Pennzoil-Quaker
State  systems, which  was  completed  at the  end of July 1999. At
present, the Q Lube  Point of Sale ("POS") software  utilized  in Q
Lube  stores is  not  year  2000  compliant.  The  software  vendor
released a compliant version in the second quarter of 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.
Contingency planning is to be completed by September 30, 1999.
     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.

<PAGE>
<PAGE>  15

               PART I. FINANCIAL INFORMATION - continued

     If  the above steps are not completed successfully in a timely
manner, the Company's operations and financial performance could be
adversely  affected  through disruptions in  operations.   Even  if
these  steps  are completed disruptions in operations could  occur.
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  being  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 $5.0 million.
     Forward-looking   statements   contained    under  "Year  2000
Issues"   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  June 30, 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 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 proceeding.



<PAGE>
<PAGE>  16

<TABLE>
                                          PART I. FINANCIAL INFORMATION - continued


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

<CAPTION>
                                                                      Three Months Ended               Six Months Ended
                                                                            June 30                        June 30
                                                                 ----------------------------    ----------------------------
                                                                    1999            1998(A)         1999            1998(A)
                                                                 -----------      -----------    -----------      -----------
                                                                            (Dollar amounts expressed in thousands)
                                                                                           (unaudited)
<S>                                                              <C>              <C>            <C>              <C>
REVENUES
   Net sales
      Lubricants and Consumer Products                           $  518,265       $  252,819     $1,017,166       $  481,250
      Base Oil and Specialty Products                               188,441          193,123        339,344          374,514
      Fast Lube Operations                                          111,129           83,956        230,429          160,954
      Intersegment sales and other                                  (54,218)         (44,823)      (105,510)        (104,519)
                                                                 -----------      -----------    -----------      -----------
                                                                    763,617          485,075      1,481,429          912,199
                                                                 -----------      -----------    -----------      -----------

   Other income, net
      Lubricants and Consumer Products                                5,809            1,874          5,855            5,690
      Base Oil and Specialty Products                                 6,925           10,181         12,055           20,440
      Fast Lube Operations                                           (1,022)           3,180            777            6,892
      Other                                                            (743)          (1,341)        (1,649)          (2,810)
                                                                 -----------      -----------    -----------      -----------
                                                                     10,969           13,894         17,038           30,212
                                                                 -----------      -----------    -----------      -----------
   Total revenues                                                $  774,586       $  498,969     $1,498,467       $  942,411
                                                                 ===========      ===========    ===========      ===========

OPERATING INCOME
   Lubricants and Consumer Products                              $   51,568       $   25,299     $   93,646       $   45,704
   Base Oil and Specialty Products                                   (3,628)           7,041         (9,606)          11,476
   Fast Lube Operations                                                (978)           6,912           (866)          11,562
   Other                                                              7,251             (792)        10,780           (1,534)
                                                                 -----------      -----------    -----------      -----------
        Total operating income                                       54,213           38,460         93,954           67,208

Corporate administrative expense                                     18,728           10,106         40,540           19,573
Interest charges, net                                                21,081           17,411         38,822           34,157
                                                                 -----------      -----------    -----------      -----------
Income before income tax                                             14,404           10,943         14,592           13,478

Income tax provision                                                  8,102            4,893         10,509            6,829
                                                                 -----------      -----------    -----------      -----------

NET INCOME                                                       $    6,302       $    6,050     $    4,083       $    6,649
                                                                 ===========      ===========    ===========      ===========


RATIO OF EARNINGS TO FIXED CHARGES                                                                     1.21             1.32
                                                                                                 ===========      ===========
<FN>
<F1>
(A)  Excludes Quaker State Corporation results.
</FN>
</TABLE>


<PAGE>
<PAGE>  17

<TABLE>
                                          PART I. FINANCIAL INFORMATION - continued

<CAPTION>
                                                                    Three Months Ended                 Six Months Ended
                                                                          June 30                          June 30
                                                               ------------------------------    ------------------------------
                                                                   1999             1998(A)          1999             1998(A)
                                                               ------------      ------------    ------------      ------------
                                                                                           (unaudtied)
<S>                                                            <C>               <C>             <C>               <C>
OPERATING DATA
--------------

LUBRICANTS AND CONSUMER PRODUCTS
  Total revenues (in thousands):
      Lubricants                                               $   376,037       $   207,884     $   730,645       $   399,048
      Consumer Products                                             90,149            16,134         184,515            29,113
      International                                                 58,071            31,070         108,019            58,730
      Eliminations & other                                            (183)             (395)           (158)               49
                                                               ------------      ------------    ------------      ------------
           Total revenues                                      $   524,074       $   254,693     $ 1,023,021       $   486,940
                                                               ============      ============    ============      ============

  Operating income (in thousands):
      Lubricants                                               $    36,323       $    27,704     $    72,861       $    52,391
      Consumer Products                                             13,925             2,361          24,311             4,912
      International                                                  4,028            (1,449)          5,611            (3,101)
      Division overhead                                             (2,708)           (3,317)         (9,187)           (8,498)
                                                               ------------      ------------    ------------      ------------
           Total operating income                              $    51,568       $    25,299     $    93,646       $    45,704
                                                               ============      ============    ============      ============

FAST LUBE OPERATIONS
  Domestic systemwide sales (in thousands)                     $  278,895        $  208,594      $  555,807        $  400,411
  Same center sales Jiffy Lube (in thousands)(B)               $  210,020        $  206,623      $  403,354        $  396,919
  Centers open                                                      2,147             1,556           2,147             1,556

BASE OIL AND SPECIALTY PRODUCTS (C)
  Raw materials processed (barrels per day)                        75,815            69,600          68,400            70,367
  Refining capacity (barrels per day)                              76,000            76,000          76,000            76,000
  Refiner's margin ($ per barrel)                              $     4.92        $     7.57      $     6.19        $     7.79
  Operating costs ($ per barrel)                               $     3.50        $     6.15      $     4.53        $     5.97
  Depreciation ($ per barrel)                                  $     1.08        $     1.14      $     1.20        $     1.13

  Refinery Feedstocks:
      Paraffinic Crude Oil                                            66%               69%             68%               71%
      Naphthenic Crued Oil                                             6%                7%              7%                7%
      Other Feedstocks and Blendstocks                                28%               24%             25%               22%

  Refinery Yields:
      Gasolines                                                       27%               31%             27%               30%
      Distillates                                                     33%               32%             32%               32%
      Lube Base Stocks                                                27%               26%             27%               24%
      Waxes                                                            3%                3%              3%                3%
      Other Products                                                  10%                8%             11%               11%

  Market Data:
      WTI Crude Oil ($ per barrel)                             $    17.66        $    14.69      $    15.35        $    15.32
      3-2-1 crack spread ($ per barrel) (D)                    $     1.62        $     3.89      $     1.50        $     3.23
      Base oil gross margin ($ per barrel) (E)                 $    16.38        $    19.87      $    17.77        $    20.08

<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>  18

               PART II. OTHER INFORMATION

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

(a)Annual Meeting of Shareholders
   May  6, 1999

(c)                                                             Broker
   Proposals               For     Against  Withheld  Abstain  Non-Votes

   Election of Directors
    Alfonso Fanjul      67,278,844    -     1,180,276    -        -
    Forrest R. Haselton 67,319,054    -     1,140,066    -        -
    Berdon Lawrence     67,305,288    -     1,153,832    -        -

   Approval of Appointment
    of Arthur Andersen LLP
    As Independent Public
    Accountants         67,954,374  350,394     -     154,352     -





Item 6.  Exhibits and Reports on Form 8-K

(a) Exhibits -

    12 Computation of Ratio of earnings to Fixed Charges for
       the six months ended June 30, 1999 and 1998.

    27 Financial Data Schedule

(b) Reports -

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




<PAGE>
<PAGE>  19



                             SIGNATURE



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




                                   PENNZOIL-QUAKER STATE COMPANY
                                              Registrant




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





August 12, 1999







<PAGE>
<PAGE>  20