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                                                                 EXHIBIT 99.3(b)

                                PENNZOIL COMPANY
                           SAVINGS AND INVESTMENT PLAN
                              FOR HOURLY EMPLOYEES

               (As Amended and Restated Effective October 1, 1994)


                                Second Amendment

         Pennzoil Company, a Delaware corporation (the "Company"), having
established the Pennzoil Company Savings and Investment Plan for Hourly
Employees, effective January 1, 1989, as having thereafter amended and restated
said Plan effective October 1, 1994 (the "Plan"), and having reserved the right
under Section 10.4 thereof to amend the Plan, does hereby amend the Plan,
effective as of October 1, 1997, as follows:

         1. The definition of Employer in Article I is hereby amended in its
entirety to read as follows:

         "Employer: The Company, any Affiliate and any other corporation or
     organization with employees which shall adopt this Plan pursuant to the
     provisions of Section 10.1 and the successors, if any, to such entities."

         2. Article III of the Plan is hereby amended to add a new Section 3.11
to read as follows:

         "3.11 Special Eligibility and Benefits for Certain Employees: Penreco
     Employees: Conoco, Inc., a wholly owned subsidiary of Dupont ("Conoco"),
     entered into a joint venture agreement (the "Agreement") which created a
     new entity, Penreco, a general partnership, 50% of which is owned by the
     Company and 50% by Conoco. Under the Agreement, Conoco and the Company
     agreed to the adoption of the Plan and Trust by Penreco for the benefit of
     eligible salaried employees of Penreco. Effective October 1, 1997, all
     Penreco hourly employees employed by Penreco on October 1, 1997 shall
     automatically become Members of this Plan subject to the eligibility
     requirements under Section 3.1. Any period of employment with Conoco, an
     affiliate of Conoco, the Company, an Employer or an Affiliate prior to
     October 1, 1997 shall be considered for purposes of determining a Member's
     Service




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     and Vesting Service under this Plan to the extent such employment otherwise
     qualifies under the relevant provisions of the Plan."

         3. The fourth paragraph of Section 9.2 is hereby amended by adding a
sentence to the fourth paragraph therein to read as follows:

         "Notwithstanding the foregoing, Matching Contributions on behalf of
     each Member who is employed by Penreco shall be invested, during the
     Member's employment by Penreco, proportionately among those Investment
     Funds selected by the Member for the investment of such Member's After-Tax
     and Pre-Tax Contribution Account."


         IN WITNESS WHEREOF, Pennzoil Company has caused these presents to be
executed by its duly authorized officers in a number of copies, all of which
shall constitute one and the same instrument, which may be sufficiently
evidenced by any executed copy thereof, this 17th day of September, 1997, but
effective as of October 1, 1997.

                                                  PENNZOIL COMPANY



                                                  By: /s/ WILLIAM B. ST. CLAIR
                                                      ------------------------
                                                      William B. St. Clair
                                                      Agent and Attorney-in-Fact

ATTEST:



/s/ LINDA F. CONDIT
-------------------
Secretary

[SEAL]




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