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



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


For the Quarter Ended September 30, 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    (I.R.S. Employer Identification No.)
   incorporation or organization)


                   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, October 31, 1999:

           Common  Stock,  par  value $0.10 per  share,  77,973,067
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                Nine Months Ended
                                                                         September 30                      September 30
                                                                  ----------------------------     ----------------------------
                                                                     1999            1998(A)          1999            1998(A)
                                                                  -----------      -----------     -----------      -----------
                                                                        (Expressed in thousands except per share amounts)
                                                                                             (Note 2)
<S>                                                               <C>              <C>             <C>              <C>
REVENUES                                                          $  779,863       $  474,852      $2,278,330       $1,417,264

COSTS AND EXPENSES
   Cost of sales                                                     557,618          336,011       1,613,006          920,258
   Purchases from affiliate                                             -               5,513            -             109,839
   Selling, general and administrative                               173,405           91,330         491,385          254,777
   Depreciation and amortization                                      31,656           19,654          95,526           56,329
   Taxes, other than income                                            4,677            2,969          12,492            9,051
   Interest charges, net                                              20,143            3,028          58,965            8,975
   Affiliated interest                                                  -              14,204            -              42,414
                                                                  -----------      -----------     -----------      -----------
INCOME(LOSS)BEFORE INCOME TAX                                         (7,636)           2,143           6,956           15,621

Income tax provision (benefit)                                          (892)           1,507           9,617            8,336
                                                                  -----------      -----------     -----------      -----------
NET INCOME (LOSS)                                                 $   (6,744)      $      636      $   (2,661)      $    7,285
                                                                  ===========      ===========     ===========      ===========

BASIC AND DILUTED EARNINGS(LOSS)PER SHARE                         $    (0.09)      $     0.01      $    (0.03)      $     0.15
                                                                  ===========      ===========     ===========      ===========

DIVIDENDS PER COMMON SHARE                                        $   0.1875       $     -         $   0.5625       $     -
                                                                  ===========      ===========     ===========      ===========
AVERAGE SHARES OUTSTANDING:
   BASIC AND DILUTED                                                  77,874           47,847          77,760           47,847
                                                                  ===========      ===========     ===========      ===========
END OF PERIOD SHARES OUTSTANDING                                      77,926           47,847          77,926           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>
                                                                            September 30,         December 31,
                                                                                1999                  1998
                                                                            -------------        -------------
                                                                             (Unaudited)
                                                                                 (Expressed in thousands)
<S>                                                                         <C>                   <C>
ASSETS

Current assets
   Cash and cash equivalents                                                $      19,094        $      14,899
   Receivables                                                                    344,297              291,997
   Inventories                                                                    304,297              306,512
   Materials and supplies, at average cost                                         14,560               12,422
   Deferred income taxes                                                             -                  47,413
   Other current assets                                                            86,387               63,328
                                                                            -------------        -------------
Total current assets                                                              768,635              736,571

Property, plant and equipment, net                                                984,466            1,032,076
Deferred income taxes                                                              76,384               36,614
Goodwill                                                                        1,049,467            1,104,353
Other assets                                                                      195,847              235,380
                                                                            -------------        -------------

TOTAL ASSETS                                                                $   3,074,799        $   3,144,994
                                                                            =============        =============

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
   Current maturities of long-term debt                                     $       1,074        $       1,283
   Accounts payable                                                               273,534              245,721
   Payroll accrued                                                                 25,526               18,734
   Other current liabilities                                                      121,936              147,609
                                                                            -------------        -------------
Total current liabilities                                                         422,070              413,347

Total long-term debt, less current maturities                                     990,079            1,026,054
Capital lease obligations, less current maturities                                 70,092               74,464
Other liabilities                                                                 279,674              280,922
                                                                            -------------        -------------
TOTAL LIABILITIES                                                               1,761,915            1,794,787
                                                                            -------------        -------------
COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY                                                            1,312,884            1,350,207
                                                                            -------------        -------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                  $   3,074,799        $   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>

                                                                                          Nine Months Ended
                                                                                            September 30
                                                                                   ---------------------------------
                                                                                      1999                 1998(A)
                                                                                   -----------           -----------
                                                                                        (Expressed in thousands)
                                                                                              (Note 2)
<S>                                                                                <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                                                $   (2,661)           $    7,285
  Adjustments to reconcile net income (loss) to net cash
    provided by operating activities:
      Depreciation and amortization                                                    95,526                56,329
      Deferred income tax                                                               6,751                20,421
      Distributions from equity investees
        in excess of earnings                                                           2,100                 8,856
      Other non-cash items                                                             14,407                12,238
      Changes in other operating assets and liabilities                               (54,935)             (102,501)
                                                                                   -----------           -----------
  Net cash provided by operating activities                                            61,188                 2,628
                                                                                   -----------           -----------

CASH FLOWS FROM INVESTING ACTIVITIES
  Capital expenditures                                                                (50,395)              (43,349)
  Proceeds from sales of assets                                                        95,513                17,982
  Other investing activities                                                          (10,449)                8,916
                                                                                   -----------           -----------
  Net cash provided by (used in) investing activities                                  34,669               (16,451)
                                                                                   -----------           -----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Debt and capital lease obligation repayments                                       (637,581)               (6,401)
  Proceeds from note payable to affiliate                                                -                   17,735
  Proceeds from issuances of debt                                                     596,968                  -
  Dividends paid                                                                      (43,747)                 -
  Other financing activities                                                           (7,302)                 -
                                                                                   -----------           -----------
  Net cash provided by (used in) financing activities                                (91,662)               11,334
                                                                                   -----------           -----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                    4,195                (2,489)


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

CASH AND CASH EQUIVALENTS, end of period                                           $   19,094            $    6,643
                                                                                   ===========           ===========

<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, renamed PennzEnergy Company.
     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  nine  months  ended
September  30,  1999, the $27.9 million liability  related  to  the
Quaker  State  operations  was reduced by  $.7  million  and  $13.1
million,  respectively,  primarily for severance  paid  to  certain
Quaker State employees.  No additional liabilities were recorded in
connection  with  the  acquisition during  the  nine  months  ended
September  30,  1999.  The remaining accrual of  $14.8  million  at
September  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 nine months ended September  30,
1999,  the $10.6 million accrued liability related to the  acquiror
was  reduced  by  $0.2  million  and  $4.5  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  nine months ended September  30,  1999.   The
remaining  accrual of $6.1 million at September 30,  1999  includes
amounts for costs of closing some Jiffy Lube company-operated  fast
lube  service  centers.  During the three months  and  nine  months
ended  September 30, 1999, the Company also incurred  approximately
$18.5  million  and  $46.1  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  nine
months  ended  September  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>
                                                           Nine months ended
                                                           September 30, 1998
                                                       ------------------------------
                                                       (Expressed in thousands except
                                                              per share amounts)
<S>                                                          <C>
Revenues                                                      $  2,331,292
Net income                                                          27,953
Basic and diluted earnings per share                                  0.36
</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


<PAGE>
<PAGE>  7

                      PART I. FINANCIAL INFORMATION - continued


No.  133  has not been determined, but is not expected  to  have  a
material impact on Pennzoil-Quaker State's results of operations.

(4)  Summarized Financial Data of Excel Paralubes -

     Summarized   financial  information  for  Excel Paralubes,  an
equal  partnership with Conoco Inc., which produces base  oils  for
Pennzoil-Quaker State's lubricants business, for the  three  months
and  nine months ended September 30, 1999 and 1998 on a 100%  basis
follows:

<TABLE>
                                                Three months ended September 30       Nine months ended September 30
                                                -------------------------------       ------------------------------
                                                   1999               1998                1999               1998
                                                -----------        -----------        ------------       -----------
                                                                     (Expressed in thousands)
                                                                            (Unadudited)
<S>                                             <C>               <C>                 <C>                <C>
Revenues                                        $    91,079        $    77,079        $   216,217        $   208,098
Operating earnings                                   13,492             21,531             38,093             47,778
Net income                                            3,839             12,256              9,124             19,307
</TABLE>


     Pennzoil-Quaker  State's  net investment  in  Excel Paralubes,
carried  as a credit balance of $53.0 million and $51.8 million  at
September  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
September  30,  1999  and 1998 of $1.9 million  and  $6.1  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 nine months ended  September  30,
1999 and 1998 was $4.6 million and $9.7 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 nine months ended
September 30, 1999.
     As  of  September  30, 1999, borrowings under  Pennzoil-Quaker
State's commercial paper programs totaling $226.0 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. Pennzoil-Quaker State also maintains a long-
term credit facility with Canadian banks, which provides for up  to
C$27   million  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  September  30,  1999,
borrowings  under the Company's Canadian facility  totaling  US$8.9
million have been classified as long-term debt.


<PAGE>
<PAGE>  8

                      PART I. FINANCIAL INFORMATION - continued


(6)  Earnings Per Share -

     Computations for basic and diluted earnings (loss)  per  share
for  the three months and nine months ended September 30, 1999  and
1998 consist of the following:

<TABLE>
                                      Three Months ended September 30    Nine months ended September 30
                                      -------------------------------    ------------------------------
                                          1999             1998(A)           1999              1998(A)
                                      -------------     ------------     ------------       -----------
                                           (Expressed in thousands except per share amounts)
<S>                                                <C>              <C>
Net income(loss)                      $     (6,744)     $       636      $    (2,661)       $    7,285
Basic and diluted weighted
   average shares (B)                       77,874           47,847           77,760            47,847
Basic and diluted earnings(loss)
   per share                                 (0.09)            0.01            (0.03)             0.15
<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 of common stock were
     outstanding for the three months and nine months ended September 30, 1999 and awards of 269.2
     thousand and 291.3 thousand shares of common stock were outstanding for the three months and
     nine months ended September 30, 1999, respectively, but were not included in the computation
     of diluted earnings per share because these options and awards would have resulted in an
     antidilutive per share amount.
</FN>
</TABLE>


(7)  Use of Derivatives -

     In  August  1999,  Pennzoil-Quaker State approved  a  tactical
hedging program to lock in the margin on up to fifty percent of its
production  of  certain refined fuel products through  the  end  of
1999.   Pursuant  to this strategy, Pennzoil-Quaker  State  entered
into  several  futures contracts in August 1999.  A gain  of   $0.2
million related to current period operations was recognized in cost
of  sales  during  the third quarter of 1999.  The  estimated  fair
value  of  the  unrealized gain associated with  the  open  futures
contracts was $0.1 million at September 30, 1999.
     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.
These   transactions  qualified  as  a  hedge  of  an   anticipated
transaction, whereby  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.


<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 nine months ended  September
30, 1999 and 1998 is as follows:

<TABLE>
                                                        Three months ended              Nine months ended
                                                           September 30                   September 30
                                                   ----------------------------    ----------------------------
                                                      1999            1998(A)         1999             1998 (A)
                                                   -----------      -----------    -----------       -----------
                                                                     (Expressed in thousands)
                                                                            (Unadudited)
<S>                                                <C>              <C>            <C>               <C>
Net income(loss)                                   $    (6,744)     $       636    $    (2,661)      $     7,285
Other comprehensive income, net of tax                   7,145           (1,098)         6,206            (2,182)
                                                   ------------     ------------   ------------      ------------
Comprehensive income                               $       401      $      (462)   $     3,545       $     5,103
                                                   ============     ============   ============      ============

<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  entered into 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,  now
Devon Energy Corporation, 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 nine months ended September
30, 1999 and 1998 was $30.5 million and $8.7 million, respectively.
Pennzoil-Quaker State Company received a $27.3 million  income  tax
refund in the third quarter of 1999.  Income taxes paid, net of the
tax  refund, during the nine months ended September 30, 1999 was  a
net  refund  of $26.6 million.  There were no income  tax  payments
made or refunds during the nine months ended September 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  nine  months
ended  September  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 nine
months  ended  September 30, 1999 were $766.8 million and  $2,248.3
million,  respectively.  This compares with  net  sales  of  $457.7
million  for  the  quarter ended September 30,  1998  and  $1,369.9
million  for  the  nine  months  ended  September  30,  1998.   The
increases for the quarter and nine months ended September 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  nine  months ended September 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  loss for the quarter and nine months ended September  30,
1999 was $6.7 million, or 9 cents per basic share and $2.7 million,
or  3 cents per basic share, respectively.  This compares with  net
income  of  $.6 million, or 1 cent per basic share for the  quarter
ended  September 30, 1998 and $7.3 million, or 15 cents  per  basic
share for the nine months ended September 30, 1998.  Net income for
three  months  and  nine months ended September 30,  1999  included
pretax  charges  of $18.5 million and $46.1 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.

Lubricants and Consumer Products

     Net  sales  for  this segment for the quarter and nine  months
ended  September 30, 1999 were $485.5 million and $1,502.6 million,
respectively.   This  compares to net sales of $242.2  million  and
$723.5  million, respectively, for the same periods in  1998.   The
increases  in  net  sales are primarily due to the  acquisition  of
Quaker  State and higher lubricating product sales volumes.   Other
income  for  this  segment for the quarter and  nine  months  ended
September 30, 1999 was $2.4 million and $8.2 million, respectively.
This compares to $1.8 million and $7.5 million, respectively,   for
the  same periods in 1998.  Operating income from this segment  for
the  quarter  and nine months ended September 30,  1999  was  $45.1
million and $138.7 million, respectively.  This  compares to  $27.0
million  and $72.7 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  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 nine  months
ended  September  30, 1999 were $236.7 million and $576.0  million,
respectively.  This  compares to net sales of  $184.4  million  and
$558.9  million, respectively, for the same periods in  1998.   The
increase  in  sales revenue is primarily due to  increases  in  the
average  sales  prices  for fuels, base oils  and  other  petroleum
products,  whose sales prices have increased as a result of  higher
costs  of crude oil and other feedstocks.  Sales prices of  refined
products,  while  increasing, generally have  not  kept  pace  with
rising  costs  of  crude oil and other feedstocks  resulting  in  a
deterioration  of product margin.  Product margin, defined  as  net
sales  less feedstock costs, decreased $21.9 million for the  third
quarter  ended  September 30, 1999 compared to the same  period  in
1998.  Product margin for the nine months ended September 30,  1999
decreased  $54.1  million  compared to the  same  period  in  1998.
Partially offsetting these decreases in product margins were  lower
operating  expenses  for both the quarter  and  nine  months  ended
September 30, 1999, as compared to the same periods in 1998.  Other
income for the quarter and nine months ended September 30, 1999 was
$10.4  million and $22.5 million, respectively.  This  compares  to
other income of $12.2 million and $32.6 million, respectively,  for
the  same  periods in 1998.  The decrease in other income  for  the
quarter  and nine months ended September 30, 1999 is primarily  due
to lower results from Excel Paralubes, Pennzoil-Quaker State's base
oil  partnership  with  Conoco  Inc..   Lower  results  from  Excel
Paralubes were primarily due to lower base oil margins as a  result
of higher feedstock costs.

<PAGE>
<PAGE>  11

                      PART I. FINANCIAL INFORMATION - continued


     Primarily  as a  result of the lower margins discussed  above,
the  segment  reported an operating loss of $9.1  million  for  the
quarter  ended September 30, 1999 compared to operating  income  of
$4.6 million for the same period in 1998.  The segment reported  an
operating loss of $18.7 million for the nine months ended September
30, 1999 compared to operating income of $16.1 million for the same
period in 1998

Fast Lube Operations

     Net  sales  for  this segment for the quarter and nine  months
ended  September  30, 1999 were $101.1 million and $331.5  million,
respectively.  This  compares to net sales  of  $83.4  million  and
$244.3  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 for this segment  for  the
quarter  and nine months ended September 30, 1999 was $2.0  million
and  $2.8 million, respectively.  This compares to $4.5 million and
$11.4  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
nine  months  ended  September 30, 1999 was $.3  million  and  $1.2
million, respectively.  This  compares to operating income of  $1.0
million  and $12.5 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 third  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
September  30,  1999, the Company owned and operated  approximately
661  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  nine
months  ended  September  30,  1999 was  $17.5  million  and  $58.0
million,  respectively.  This compares to $12.5 million  and  $32.0
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  entered into 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,  now
Devon Energy Corporation, fees are paid based upon actual costs  of
providing  these services.  Indirect administrative costs  incurred
are  allocated  through a monthly charge based on  a  formula  that
considers  the  relative total assets, sales and employees  of  the
companies.
    Prior to the Spin-off, Pennzoil Company charged Pennzoil-Quaker
State  for  all  direct costs associated with  its  operations  and
indirect  administrative  costs were allocated  through  a  monthly
charge.


<PAGE>
<PAGE>  12

                      PART I. FINANCIAL INFORMATION - continued


Capital Resources and Liquidity

     Cash  Flow.  As of September 30, 1999,  Pennzoil-Quaker  State
had  cash  and cash equivalents of $19.1 million.  During the  nine
months   ended  September  30,  1999,  cash  and  cash  equivalents
increased  $4.2 million.  For the nine months ended  September  30,
1999  cash flow generated from operations of $61.2 million and  net
proceeds  received  from the sale of assets of $95.5  million  were
used primarily for the reduction of long-term debt, for payment  of
cash  dividends, capital expenditures and one-time costs associated
with the merger with Quaker State.
     For  purposes of the condensed consolidated statement of  cash
flows,  all highly liquid investments purchased with a maturity  of
three months or less are considered to be cash equivalents.
     Debt  Instruments and Repayments. In January  1999,  Pennzoil-
Quaker  State,  using  funds from its commercial  paper  and  money
market  facilities,  repaid $370.0 million of  borrowings  under  a
Quaker   State  revolving  credit  agreement  and  terminated   the
revolving  credit agreement.   On March 30,  1999,  Pennzoil-Quaker
State issued debt in the form of $200.0 million of 6 3/4% Notes due
April 1, 2009 and $400.0 million of 7 3/8% Debentures due April  1,
2029.   The  net  proceeds of $592.2 million  from  the  Notes  and
Debentures were 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 nine months ended September 30, 1999.
     As  of  September  30, 1999, borrowings under  Pennzoil-Quaker
State's commercial paper programs totaling $226.0 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.  Pennzoil-Quaker State also maintains a long-
term credit facility with a Canadian bank, which provides for up to
C$27   million  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  September  30,  1999,
borrowings  under the Company's Canadian facility  totaling  US$8.9
million have been classified as long-term debt.
     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  $150.6
million at September 30, 1999.
     The  Company  maintains a lube center receivable purchase  and
sale  agreement,  which  provides for the  sale  of  certain  notes
receivable up to $200.0 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
September 30, 1999, the Company has sold a total of $168.9  million
of  notes receivable under this agreement, of which $137.7  million
were  outstanding  to the third party purchaser  at  September  30,
1999.


<PAGE>
<PAGE>  13

                      PART I. FINANCIAL INFORMATION - continued

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.   Critical  end-user  spreadsheets and  databases  have  been
reviewed  and converted to handle year 2000 processing.  Validation
testing of all critical hardware and software was completed  during
the second quarter of 1999 except for four third-party datasets for
the  Jiffy  Lube systems, which will be completed  by  the  end  of
November 1999. The Jiffy Lube Point of Sale ("POS") system is  year
2000  ready notwithstanding a third-party auxiliary component  that
provides   electronic  lookup  of  vehicle  make  and  model   part
information.  The programming needed to load certain models to  the
POS  system  will  be  completed by  November  30,  1999.   In  the
meantime,  this information can be manually retrieved from  printed
catalogs.
     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 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 will be completed by November 30, 1999.
     The  Company   has  conducted  a comprehensive  inventory  and
assessment  of  systems  and  devices with  embedded  chips,  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  third
quarter of 1999.
     The  Company  employed  an  independent  engineering  firm  to
inventory and assess the embedded chip equipment in use at selected
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  inaccessible.  These two items require additional  follow  up
with  the vendor or the state agency issuing this equipment,  which
will  be  completed by November 30, 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.
     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.  Assessments  for  all  business  units   are
complete  except  for  final follow-up with governmental  agencies,
third-party  service providers, and key suppliers to  the  blending
facilities  and  Jiffy  Lube locations. Contingency  plans  include
arrangements  to  mitigate the impact of disruptions  from  outside
sources  and  to  ensure that supplies of critical  lubricants  and
parts  will  not  be interrupted due to a year 2000  problem.   The
above efforts will be completed by November 30, 1999.


<PAGE>
<PAGE>  14

                      PART I. FINANCIAL INFORMATION - continued


     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  specific
problems.
     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
were  upgraded  or replaced by October 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  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 December 1999 to allow enough time to complete  the
conversions.
     International operations represents approximately 7% of  total
Pennzoil-Quaker State Company revenues, and consists  predominantly
of   sales   and  marketing  offices  and  blending  and  packaging
operations which generally have less integrated complex systems and
equipment.   Nevertheless, international  operations  continue  its
efforts   to   complete  its  year  2000  program.   Upgrades   and
standardization   of   network,   infrastructure,    desktop    and
communications  systems  for  the  majority  of  the  international
locations  are now complete with the exception of three  locations.
The remaining upgrading and testing will be completed by the end of
November 1999.  All international sites now have compliant end user
systems  and  financial software with the exception  of  one  site.
This  site  is  finalizing its conversion in  November  1999.   The
majority  of  the sites have also completed validation  testing  of
their  financial software.  Testing is expected to be  complete  by
the end of November 1999, as well.
     Replacement   and  upgrades  of  embedded  chip   systems   at
international  locations  has  been completed,  and  management  is
conducting  a final review of several mission critical  laboratory,
process control and environmental systems, which is to be completed
by  mid-November  1999. The majority of this type of  equipment  is
used  to  monitor and control production only.  If, for any reason,
these  systems  are  still  found to be  non-compliant  after  this
review,  they  will  be  operated in a manual  mode  until  further
renovation  and testing is completed.  In addition,  all  currently
compliant  control  systems that have potential for  environmental,
safety,  or  business  interruption impact will  be  tested  during
scheduled  maintenance.  Contingency planning is also  underway  to
ensure  smooth transitions to alternatives such as manual processes
in the event these systems are partially or completely inoperable.


<PAGE>
<PAGE>  15

                      PART I. FINANCIAL INFORMATION - continued


     As  with  most companies, the Company anticipates more  issues
arising  from  international business partners, especially  in  the
banking,    utility,    shipping   and    governmental    segments.
International operations has contacted and continues to monitor the
year  2000  readiness of key suppliers, banks, customers and  other
unaffiliated  companies that have business relationships  with  the
Company.  These assessments include activities such as face-to-face
meetings,  reviews  of  their  year  2000  readiness  programs  and
cooperative testing. This assessment is currently underway  and  is
approximately  80%  complete.  Final contingency planning  includes
efforts  to  lessen  the impact of disruptions from  these  outside
sources.   This  planning effort will be completed by  the  end  of
November 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 are being made based  on  this
information.
     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 September 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

                      PART I. FINANCIAL INFORMATION - continued



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

<TABLE>
<CAPTION>
                                                                      Three Months Ended              Nine Months Ended
                                                                        September 30                    September 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                           $  485,476       $  242,196     $1,502,642       $  723,446
      Base Oil and Specialty Products                               236,682          184,406        576,026          558,920
      Fast Lube Operations                                          101,078           83,356        331,507          244,310
      Intersegment sales and other                                  (56,394)         (52,254)      (161,904)        (156,773)
                                                                 -----------      -----------    -----------      -----------
                                                                    766,842          457,704      2,248,271        1,369,903
                                                                 -----------      -----------    -----------      -----------

   Other income, net
      Lubricants and Consumer Products                                2,353            1,779          8,208            7,469
      Base Oil and Specialty Products                                10,427           12,157         22,482           32,597
      Fast Lube Operations                                            1,994            4,539          2,771           11,431
      Other                                                          (1,753)          (1,327)        (3,402)          (4,136)
                                                                 -----------      -----------    -----------      -----------
                                                                     13,021           17,148         30,059           47,361
                                                                 -----------      -----------    -----------      -----------
   Total revenues                                                $  779,863       $  474,852     $2,278,330       $1,417,264
                                                                 ===========      ===========    ===========      ===========

OPERATING INCOME
   Lubricants and Consumer Products                              $   45,051       $   26,955     $  138,697       $   72,659
   Base Oil and Specialty Products                                   (9,103)           4,606        (18,709)          16,082
   Fast Lube Operations                                                (330)             985         (1,196)          12,547
   Other                                                             (5,622)            (703)         5,158           (2,237)
                                                                 -----------      -----------    -----------      -----------
        Total operating income                                       29,996           31,843        123,950           99,051

Corporate administrative expense                                     17,489           12,468         58,029           32,041
Interest charges, net                                                20,143           17,232         58,965           51,389
                                                                 -----------      -----------    -----------      -----------
Income(loss)before income tax                                        (7,636)           2,143          6,956           15,621

Income tax provision (benefit)                                         (892)           1,507          9,617            8,336
                                                                 -----------      -----------    -----------      -----------

NET INCOME(LOSS)                                                 $   (6,744)      $      636     $   (2,661)      $    7,285
                                                                 ===========      ===========    ===========      ===========


RATIO OF EARNINGS TO FIXED CHARGES                                                                     1.10             1.25
                                                                                                 ===========      ===========
<FN>
<F1>
(A)  Excludes Quaker State Corporation results.
</FN>
</TABLE>


<PAGE>
<PAGE>  17

                      PART I. FINANCIAL INFORMATION - continued
<TABLE>

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

LUBRICANTS AND CONSUMER PRODUCTS
  Total revenues (in thousands):
      Lubricants                                               $   353,107       $   199,978     $ 1,083,752       $   599,026
      Consumer Products                                             80,968            15,092         265,483            44,205
      International                                                 53,662            28,527         161,681            87,257
      Eliminations & other                                              92               378             (66)              427
                                                               ------------      ------------    ------------      ------------
           Total revenues                                      $   487,829       $   243,975     $ 1,510,850       $   730,915
                                                               ============      ============    ============      ============

  Operating income (in thousands):
      Lubricants                                               $    37,711       $    28,989     $   110,572       $    81,380
      Consumer Products                                              8,819             2,609          33,129             7,521
      International                                                  3,436            (2,156)          9,098            (5,257)
      Division overhead                                             (4,915)           (2,487)        (14,102)          (10,985)
                                                               ------------      ------------    ------------      ------------
           Total operating income                              $    45,051       $    26,955     $   138,697       $    72,659
                                                               ============      ============    ============      ============

FAST LUBE OPERATIONS
  Domestic systemwide sales (in thousands)                     $  253,579        $  209,961      $  809,386        $  610,402
  Same center sales Jiffy Lube (in thousands)(B)               $  201,428        $  197,750      $  582,163        $  569,434
  Centers open                                                      2,117             1,574           2,117             1,574

BASE OIL AND SPECIALTY PRODUCTS (C)
  Raw materials processed (barrels per day)                        74,895            70,857          70,548            72,064
  Refining capacity (barrels per day)                              76,000            76,000          76,000            76,000
  Refiner's margin ($ per barrel)                              $     5.01        $     8.36      $     5.55        $     8.09
  Operating costs ($ per barrel)                               $     4.67        $     6.14      $     4.58        $     6.08
  Depreciation ($ per barrel)                                  $     1.08        $     1.14      $     1.16        $     1.11

  Refinery Feedstocks:
      Paraffinic Crude Oil                                            62%               65%             66%               67%
      Naphthenic Crude Oil                                             8%                7%              7%                7%
      Other Feedstocks and Blendstocks                                30%               28%             27%               26%

  Refinery Yields:
      Gasolines                                                       27%               28%             28%               29%
      Distillates                                                     33%               30%             33%               31%
      Lube Base Stocks                                                27%               27%             27%               25%
      Waxes                                                            2%                2%              2%                2%
      Other Products                                                  11%               13%             10%               13%

  Market Data:
      WTI Crude Oil ($ per barrel)                             $    21.72        $    14.15      $    17.47        $    14.93
      3-2-1 crack spread ($ per barrel) (D)                    $     2.81        $     2.30      $     1.94        $     2.92
      Base oil gross margin ($ per barrel) (E)                 $    14.49        $    18.98      $    16.67        $    19.74

<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 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits -

     12  Computation of Ratio of Earnings to Fixed Charges for
         the nine months ended September 30, 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





November 12, 1999