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                                                               EXHIBIT 10(k)(ii)

                                SECOND AMENDMENT
                            TO EMPLOYMENT AGREEMENT

     This Second Amendment to Employment Agreement ("Second Amendment") is made
and entered into effective as of January 1, 1997, by and between Quaker State
Corporation (hereinafter called the "Corporation"), a Delaware corporation, and
Herbert M. Baum, an individual currently residing in Dallas, Texas (hereinafter
called the "Executive").

     WHEREAS, the Executive is employed by the Corporation as its Chairman and
Chief Executive Officer under an Employment Agreement dated as of August 1,
1994, which was previously amended by an Amendment to Employment Agreement
dated as of May 10, 1996 (which agreement, as amended, is referred to herein as
the "Employment Agreement"); and

     WHEREAS, the parties desire by this Second Amendment to modify the terms
of the Employment Agreement in certain respects as hereinafter set forth;

     NOW, THEREFORE, the Corporation and the Executive covenant and agree as
follows, intending to be legally bound:

1.   Paragraph 3(a) of the Employment Agreement ("Base Salary") is hereby
     amended by adding the following provisions at the end of the first
     sentence thereof:

            For services performed by the Executive for the Corporation
            pursuant to this Agreement during calendar years 1997 and
            1998 while the Executive holds the position of Chief
            Executive Officer of the Corporation, the Corporation shall
            pay the Executive a base salary at the rates of at least
            $700,000 for calendar year 1997 and at least $750,000 for
            calendar year 1998, payable each year in substantially equal
            installments in accordance with the Corporation's regular
            payroll practices.

2.   Paragraph 4 of the Employment Agreement ("Annual Bonuses") is hereby
     amended by adding the following provisions at the end of the fourth
     sentence thereof:

            For calendar years 1997 and 1998, the Executive shall be
            eligible under the Corporation's cash bonus and incentive
            plan for executive officers to receive a cash bonus based on
            the Corporation's achievement of certain operating and/or
            financial goals established at the beginning of each such
            year by the Organization and Compensation Committee of the
            Board.  Such bonus shall equal sixty percent (60%) of the
            Executive's base salary as in effect during such year
            (prorated for a partial year of employment), payable upon
            the Corporation's obtaining or exceeding the targeted
            performance goals.

3.   Paragraph 5 of the Employment Agreement ("Other Benefits") is hereby
     amended by restating subparagraph 5(b) thereof in its entirety to provide
     as follows:

                  (b)  Additional Restricted Share Award.  As of August 1, 1994,
                       the Corporation shall award to the Executive pursuant to
                       the Corporation's 1994 Stock Incentive Plan (the "1994
                       Plan") 60,000 restricted shares of Capital Stock.  Such
                       60,000 restricted shares (the "Basic Restricted Stock
                       Award") shall be subject to transferability and
                       forfeiture restrictions which shall expire with respect
                       to 20,000 such shares on each of July 31, 1995, July 31,
                       1996 and July 31,
                       


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                        1997.  In addition, as of August 1, 1994, the
                        Corporation shall award to the Executive
                        pursuant to the 1994 Plan 100,000 restricted
                        shares of Capital Stock (the "Performance
                        Restricted Stock Award"), and as of January 30,
                        1996, the Corporation shall award to the
                        Executive pursuant to the 1994 Plan 25,000
                        restricted shares of Capital Stock (the "Second
                        Performance Restricted Stock Award").  Such
                        125,000 restricted shares shall be subject to
                        transferability and forfeiture restrictions
                        which shall expire as to the number of shares
                        set forth below if, prior to the applicable
                        dates provided below, the average closing price
                        of the Capital Stock for any ten (10)
                        consecutive trading days equals or exceeds the
                        following levels:

<TABLE>
<CAPTION>
            Average Closing Price      No. of Shares Vesting         Date
            ---------------------      ---------------------         ----
              <S>                            <C>               <C>             
              $18.00 per share               25,000            January 30, 2001
              $20.00 per share               33,333              August 1, 1999
              $25.00 per share               33,333              August 1, 2000
              $30.00 per share               33,334              August 1, 2001
</TABLE>


                       The foregoing target prices shall be appropriately
                       adjusted, as determined in the discretion of the
                       Organization and Compensation Committee of the Board, to
                       reflect any material stock split, stock dividend,
                       recapitalization or similar transaction with respect to
                       the Capital Stock.  All transfer and forfeiture
                       restrictions with respect to the shares of Capital Stock
                       under the Basic Restricted Stock Award, the Performance
                       Restricted Stock Award and the Second Performance
                       Restricted Stock Award shall lapse in their entirety in
                       the event that (i) the Executive is discharged without
                       Cause (as hereinafter defined in Paragraph 7(d)(ii)),
                       (ii) the Executive resigns with Good Reason (as
                       hereinafter defined in Paragraph 7(d)(v)) or (iii) a
                       Section 8 Event (as defined in Section 8 of the 1994
                       Plan) occurs.  The Basic Restricted Stock Award, the
                       Performance Restricted Stock Award and the Second
                       Performance Restricted Stock Award shall also be subject
                       to the other terms and conditions set forth in the
                       applicable award agreement.

      Promptly after execution of this Second Amendment, the Executive and the
      Corporation shall execute a mutually acceptable amendment to the 1994
      Performance Restricted Share Award Agreement dated August 1, 1994 to
      confirm the above modifications.

4.   Paragraph 5 of the Employment Agreement ("Other Benefits") is hereby
     further amended by adding a new subparagraph 5(g) to provide as follows:

                  (g)  Stock Option Awards.  The  Corporation shall, subject 
                       to stockholder approval of an amendment to the 1994 Plan
                       to increase the number of shares of the Corporation's 
                       Capital Stock available for issuance thereunder, grant 
                       to the Executive under the 1994 Plan:

                        (i)  as of January 2, 1997, non-statutory stock options
                             in respect of 100,000 shares of the Corporation's 
                             Capital at an exercise price equal to the fair 
                             market value of the



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                             Corporation's Stock on January 2, 1997,
                             with a term of ten years from the date of
                             grant; and

                        (ii) as of January 2, 1998, non-statutory stock options
                             in respect of 100,000 shares of the Corporation's
                             Capital Stock at an exercise price equal to the 
                             fair market value of the Corporation's capital 
                             stock on January 2, 1998, with a term of ten years
                             from the date of grant.

                        Both of the above stock option grants shall be
                        subject to the terms of the 1994 Plan and shall
                        be evidenced by written stock option agreements
                        between the Corporation and the Executive in
                        form and substance reasonably satisfactory to
                        the Corporation and the Executive.

5.   Paragraph 7 of the Employment Agreement ("Termination") is hereby amended
     by adding the following provisions immediately after subparagraph
     7(d)(vi):

            (vii)   "Person" shall have the meaning provided
                    for such term in Section 3(a)(9) of the Exchange Act,
                    as supplemented by Section 13(d)(3) of the Exchange
                    Act; provided, however, that Person shall not include
                    (A) the Corporation or any subsidiary of the
                    Corporation or (B) any employee benefit plan sponsored
                    by the Corporation or any subsidiary of the
                    Corporation.

            (viii)  "Potential Change in Control" shall mean the
                    occurrence of any of the following events:

                    (a) a Person commences a tender offer (with adequate
                        financing) for securities representing at least 20% of
                        the Voting Power of the Corporation's securities;
                        
                    (b) the Corporation enters into an agreement, the
                        consummation of which would constitute a Change in
                        Control;
                        
                    (c) proxies for the election of a majority of the directors
                        of the Corporation are solicited by anyone other than
                        the Corporation; or
                                               
                    (d) any other event occurs which is deemed to be a Potential
                        Change in Control by the Board.
                        
            (ix) "Potential Change in Control Period"
                 shall mean the period commencing on the date that a
                 Potential Change in Control has occurred and ending
                 upon:

                    (a) the date any tender offer described in Paragraph
                        7(d)(viii)(A) above is abandoned;
                        
                    (b) the acquisition of twenty percent (20%) of the Voting
                        Power of the Corporation's outstanding securities by any
                        Person if such acquisition does not constitute a
                        Potential Change in Control as defined in Paragraph
                        7(d)(viii);
                        
                    (c) the date when any Person described in Paragraph
                        7(d)(viii), (x) shall own less than twenty percent (20%)
                        of the voting power of the Corporation's outstanding
                        securities, (y) shall have abandoned the
                        


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                        tender or exchange offer, or (z) shall not have elected
                        a member of the Board as the case may be; or

                    (d) the date a Change in Control occurs.

            (x)  "Voting Power."  A specified percentage
                 of "Voting Power" of a company shall mean such number
                 of the Voting Securities as shall enable the holders
                 thereof to cast such percentage of all the votes which
                 could be cast in an annual election of directors
                 (without consideration of the rights of any class of
                 stock other than the capital stock of the company to
                 elect directors by a separate class vote); and Voting
                 Securities shall mean all securities of a company
                 entitling the holders thereof to vote in an annual
                 election of directors (without consideration of the
                 rights of any class of stock other than the common
                 stock of the company to elect directors by a separate
                 class vote).

6.   Paragraph 8 of the Employment Agreement ("Obligations of the Corporation
     Upon Termination") is hereby amended by restating subparagraph 8(b)(iv) in
     its entirety to provide as follows:

            (iv) in the case of the resignation or
                 retirement of the Executive (but not his disability or
                 discharge without cause):

                  (A)   during any period in which the Executive's spouse is
                        provided medical benefit coverage under the medical
                        benefit plan of Executive's prior employer at the
                        Executive's expense, the Corporation shall reimburse the
                        Executive for such expense upon proper accounting;
                        
                  (B)   in the event the Executive and/or the Executive's spouse
                        should no longer be entitled to coverage under the
                        medical benefit plan of Executive's prior employer, the
                        Corporation shall provide at its expense comparable
                        coverage for the Executive and his spouse for the
                        duration of their lives under the Corporation's medical
                        benefit plan or by such other method as may be selected
                        by the Corporation; and
                        
                  (C)   in the event the Executive should be required to pay for
                        his own coverage under his prior employer's medical
                        benefit plan, the Corporation shall reimburse the
                        Executive for such expense upon proper accounting.
                        
7.   Paragraph 8 of the Agreement ("Obligations of the Corporation Upon
     Termination") is hereby further amended by restating subparagraph 8(c)
     thereof in its entirety to provide as follows:

                  (c)   Termination after Change  in Control.  In the event that
                        the Executive is discharged without Cause or resigns
                        with Good Reason at any time within two years following
                        the date that a Change in Control occurs, then, in
                        addition to any other amounts due to be paid to the
                        Executive under the foregoing provisions of this
                        Paragraph 8, the Executive shall be entitled to receive
                        from the Corporation for a period of three (3) years
                        from the Date of Termination (the "Supplemental
                        Period"): (i) the Executive's annual base salary for the
                        calendar year in which the Date of Termination occurs;
                        (ii) an annual bonus equal to the Executive's target
                        bonus for the calendar year in which the Date of
                        Termination occurs; and (iii) within 30 days of the Date
                        of Termination a cash amount (the "Incremental

                        

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                        Retirement Benefit") equal to the present value,
                        calculated using a discount rate equal to the then
                        applicable Federal rate as determined under Section
                        1274(d) of the Internal Revenue Code, of the additional
                        retirement benefits (including, without limitation, any
                        pension, retiree life or retiree medical benefits) that
                        would have been payable or available to the Executive
                        under any employee benefit plan qualified under Section
                        401(a) of the Internal Revenue Code and under any
                        supplemental retirement plan based on (x) the age and
                        service the Executive would have attained or completed
                        had the Executive continued in the Corporation's employ
                        through the Supplemental Period and (y) where
                        compensation is a relevant factor, his pensionable
                        compensation at the Date of Termination. 
                        Notwithstanding the foregoing or any other provision of
                        this Agreement to the contrary, if tax counsel to the
                        Corporation determines that any portion of any payment
                        under this Agreement, or under any other agreement with
                        or plan of the Corporation (in the aggregate "Total
                        Payments"), would constitute an "excess parachute
                        payment," then the payments to be made to the Executive
                        under this Agreement shall be reduced such that the
                        value of the aggregate Total Payments that the Executive
                        is entitled to receive shall be one dollar ($1) less
                        than the maximum amount which the Executive may receive
                        without becoming subject to the tax imposed by Section
                        4999 of the Internal Revenue Code, or which the
                        Corporation may pay without loss of deduction under
                        Section 280G(a) of the Internal Revenue Code; provided,
                        however, that the foregoing limitation on Total Payments
                        shall not apply in the event that such tax counsel
                        determines that the benefits to the Executive under this
                        Agreement on an after-tax basis (i.e., after federal,
                        state and local income and excise taxes) if such
                        limitation is not applied would exceed the after-tax
                        benefits to the Executive if such limitation is applied.

                        In the event of a termination pursuant to this Paragraph
                        8(c), the Executive (and, to the extent applicable, his
                        dependents) shall be entitled after the Date of
                        Termination, until the earlier of the end of the
                        Supplemental Period or the date the Executive becomes
                        eligible for comparable benefits under a similar plan,
                        policy or program of a subsequent employer, to continue
                        to participate in all of the Corporation's employee and
                        executive welfare, pension and fringe benefit plans (the
                        "Benefit Plans").  To the extent any such benefits
                        cannot be provided under the terms of the applicable
                        plan, policy or program, the Corporation shall provide a
                        comparable benefit under another plan or from the
                        Corporation's general assets.  The Executive's
                        participation in the Benefit Plans shall be on the same
                        terms and conditions that would have applied had the
                        Executive continued to be employed by the Corporation
                        through the Supplemental Period.

8.   Paragraph 8 of the Employment Agreement is hereby further amended by
     adding new subparagraphs  8(d) and 8(e) thereto, to provide as follows:

                  (d)   Termination of Employment Following a Potential Change
                        in Control. Notwithstanding Section 8(c), if  the
                        Executive's employment is terminated by the Corporation
                        without Cause during a Potential Change in Control
                        Period, the Executive shall be deemed,
                        


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                        solely for the purpose of determining his rights under
                        this Agreement, to have been terminated by the
                        Corporation without Cause immediately after a Change in
                        Control.

                  (e)   Funding of Payments.  In the event a Potential Change in
                        Control occurs, the Corporation shall, in accordance
                        with the terms of the Quaker State Corporation Benefits
                        Protection Trust Agreement dated July 25, 1996 (the
                        "Trust Agreement"), deposit into the trust established
                        pursuant to the Trust Agreement an amount sufficient to
                        fund the present value of the Severance/Retirement
                        Benefit as of the date of funding.
                        
9.   All capitalized terms used herein but not otherwise defined herein shall
     have the meanings assigned to them in the Employment Agreement.

10.  Except as specifically modified by this Amendment, all terms and
     conditions of the Employment Agreement shall remain in full force and
     effect, unmodified.

     IN WITNESS WHEREOF, the parties have executed this Second Amendment as of
the day and year first above set forth.

                                                 QUAKER STATE CORPORATION


                                                 By:   /s/ CONRAD A. CONRAD   
                                                    ---------------------------
                                                 Its:  Vice Chairman and
                                                       Chief Financial Officer


                                                 EXECUTIVE

                                                       /s/ HERBERT M. BAUM      
                                                 ------------------------------
                                                           Herbert M. Baum