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                                                                 EXHIBIT 99.3(c)



                                PENNZOIL COMPANY
                           SAVINGS AND INVESTMENT PLAN
                              FOR HOURLY EMPLOYEES

               (As Amended and Restated Effective October 1, 1994)


                                 Third 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 herein provided, as follows:

         1. Article I of the Plan is hereby amended, effective January 1, 1997,
by adding the following definition thereto to read as follows:

         "Prior Savings Plan Account: The account maintained by a Member who
    previously participated in the Pennzoil Company Savings and Investment Plan
    pursuant to the provisions of such plan and which has been transferred to
    this Plan pursuant to Section 4.11 and adjustments relating thereto."

         2. Article IV of the Plan is hereby amended effective January 1, 1997,
by adding a new Section 4.11 to read as follows:

         "4.11 Prior Savings Plan Accounts: At the Member's request, the
    Committee shall instruct the Trustee to accept a transfer of full shares of
    Pennzoil Company Common Stock, Battle Mountain Gold Company Common stock
    ("BMGC Stock"), and cash in lieu of fractional shares from the Prior Savings
    Plan, which assets are attributable to the Member's interest in such Prior
    Savings Plan. Any such transferred assets shall be maintained in the Trust
    Fund on behalf of the Member as a separate account under this Plan, which
    shall be designated as a Prior Savings Plan Account. Except as provided
    below, a Member who has a Prior Savings Plan Account may elect to invest all
    or any part of such Prior Savings Plan Account, other than those assets held
    in the BMGC Stock Fund, in any of the Investment Funds



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     authorized under Section 9.2. No portion of those assets held in the BMGC
     Stock Fund may be commingled with other assets of the Trust Fund for
     investment purposes and any cash dividends or other income paid with
     respect to such fund shall be reinvested in Pennzoil Company Common Stock.
     Such Prior Savings Plan Account shall at all times be 100% vested in the
     Employee or Member, and shall not share in the Income of the Trust Fund in
     accordance with Section 5.2 or in Employer Matching Contribution
     allocations. Subject to such rules and procedures as may be adopted by the
     Committee and communicated to Members, any Member who has a Prior Savings
     Plan Account may withdraw all of such account by giving the Committee
     appropriate timely written notice of such withdrawal. Upon termination of
     employment, the total amount of the Prior Savings Plan Account shall be
     distributed in kind in accordance with Article VIII. The Prior Savings Plan
     Account shall have two subaccounts, the first to be known as the Prior
     Savings Plan Employee Account and representing the Member's balance in his
     Employee Account held under the Prior Savings Plan and transferred to this
     Plan, and the second to be known as the Prior Savings Plan Employer Account
     and representing the balance of the Company Account held for such Member
     under the Prior Savings Plan and transferred to this Plan."

         3. The first sentence of the second paragraph of Section 8.1B is hereby
amended in its entirety, effective January 1, 1998, to read as follows:


         "If the amount to which a terminated Member is entitled is not more
    than $5,000, such amount shall be paid to the Member as soon as practicable
    after his Distribution Date; if such amount is in excess of $5,000, the
    distribution shall be made only if the Member so consents."

         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 9th day of February, 1998, but
effective as of the dates provided herein. PENNZOIL COMPANY



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





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ATTEST:



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

[SEAL]






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