<PAGE>
<PAGE>  1


                          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 March 31, 1998 Commission File No. 1-5591


                        PENNZOIL COMPANY
     (Exact name of registrant as specified in its charter)


             Delaware                          74-1597290
 (State or other jurisdiction of            (I.R.S. Employer
 incorporation or organization)             Identification No.)


                  Pennzoil Place, P.O. Box 2967
                   Houston, Texas  77252-2967
             (Address of principal executive offices)



Registrant's telephone number, including area code: (713) 546-4000



      Indicate by check mark whether the registrant (1) has filed
all  reports required to be filed by Section 13 or 15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  such shorter period that the registrant was required to file
such   reports),  and  (2)  has  been  subject  to  such   filing
requirements for the past 90 days.  Yes   X  .  No     .

      Number of shares outstanding of each class of common stock,
as of latest practicable date, April 30, 1998:

     Common stock, par value $0.83-1/3 per share, 47,685,588
shares.


<PAGE>
<PAGE>  2

                                 PART I. FINANCIAL INFORMATION

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

<TABLE>
                                        PENNZOIL COMPANY
               CONDENSED CONSOLIDATED STATEMENT OF INCOME AND COMPREHENSIVE INCOME
                                          (UNAUDITED)
<CAPTION>

                                                                           Three Months Ended
                                                                                March 31
                                                                      ----------------------------
                                                                         1998             1997
                                                                      -----------      -----------
                                                                         (Expressed in thousands
                                                                         except per share amounts)
<S>                                                                   <C>              <C>
REVENUES                                                              $  545,810       $  649,000

COSTS AND EXPENSES
   Cost of sales                                                         307,782          355,872
   Selling, general and administrative expenses                           86,689           80,102
   Depreciation, depletion and amortization                               73,362           62,568
   Exploration expenses                                                   12,675           10,040
   Taxes, other than income                                               11,464           13,112
   Interest charges, net                                                  41,880           37,118
                                                                      -----------      -----------
INCOME BEFORE INCOME TAX                                                  11,958           90,188

Income tax provision                                                       2,300           32,637
                                                                      -----------      -----------
NET INCOME                                                            $    9,658       $   57,551
                                                                      ===========      ===========

Foreign currency translation adjustment                               $     (875)      $        1

Unrealized gains on securities, net of tax:
   Unrealized holding gains arising during the period                        431             -
   Less:  reclassification adjustment for gains
      realized in net income                                                 (30)          (1,019)
                                                                      -----------      -----------
Net unrealized gains                                                         401           (1,019)
                                                                      -----------      -----------
OTHER COMPREHENSIVE INCOME, NET OF TAX                                      (474)          (1,018)

                                                                      ----------      -----------
COMPREHENSIVE INCOME                                                  $    9,184       $   56,533
                                                                      ===========      ===========
EARNINGS PER SHARE:
   Basic                                                              $     0.20       $     1.23
                                                                      ===========      ===========
   Diluted                                                            $     0.20       $     1.21
                                                                      ===========      ===========
DIVIDENDS PER COMMON SHARE                                            $     0.25       $     0.25
                                                                      ===========      ===========
AVERAGE SHARES OUTSTANDING:
   Basic                                                                  47,593           46,818
                                                                      ===========      ===========
   Diluted                                                                48,402           47,455
                                                                      ===========      ===========
END OF PERIOD SHARES OUTSTANDING - BASIC                                  47,654           46,937
                                                                      ===========      ===========

<FN>
<F1>
See Notes to Condensed Consolidated Financial Statements.
</FN>
</TABLE>



<PAGE>
<PAGE>  3

                                  PART I. FINANCIAL INFORMATION - continued

<TABLE>
                                               PENNZOIL COMPANY
                                    CONDENSED CONSOLIDATED BALANCE SHEET
                                                 (UNAUDITED)
<CAPTION>
                                                                              March 31,           December 31,
                                                                                1998                  1997
                                                                            -------------        -------------
                                                                                 (Expressed in thousands)
<S>                                                                         <C>                   <C>
ASSETS

Current assets
   Cash and cash equivalents                                                 $     24,894         $     18,594
   Receivables                                                                    232,491              234,282
   Inventories
     Crude oil and natural gas                                                     15,620               20,883
     Motor oil and refined products                                               189,942              184,027
   Deferred income tax                                                             19,587               19,479
   Other current assets                                                            75,366              117,449
                                                                            -------------        -------------
Total current assets                                                              557,900              594,714

Property, plant and equipment, net                                              2,534,183            2,498,597
Marketable securities and other investments                                       931,694              945,995
Other assets                                                                      361,843              366,581
                                                                            -------------        -------------

TOTAL ASSETS                                                                 $  4,385,620         $  4,405,887
                                                                            =============        =============

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
   Current maturities of long-term debt                                      $      1,381         $      2,363
   Accounts payable and accrued liabilities                                       223,678              363,249
   Interest accrued                                                                49,444               30,016
   Other current liabilities                                                       61,018               90,367
                                                                            -------------        -------------
Total current liabilities                                                         335,521              485,995

Long-term debt, less current maturities
   Exchangeable debentures                                                        888,858              889,027
   Other long-term debt                                                         1,428,768            1,308,520
                                                                            -------------        -------------
Total long-term debt, less current maturities                                   2,317,626            2,197,547
Deferred income tax                                                               291,072              288,677
Other liabilities                                                                 299,665              295,129
                                                                            -------------        -------------
TOTAL LIABILITIES                                                               3,243,884            3,267,348
                                                                            -------------        -------------
COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY                                                            1,141,736            1,138,539
                                                                            -------------        -------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                   $  4,385,620         $  4,405,887
                                                                            =============        =============
<FN>
<F1>
See Notes to Condensed Consolidated Financial Statements.
</FN>
</TABLE>



<PAGE>
<PAGE>  4

                                     PART I. FINANCIAL INFORMATION - continued

<TABLE>
                                                 PENNZOIL COMPANY
                                  CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                                    (UNAUDITED)
<CAPTION>

                                                                                          Three Months Ended
                                                                                                March 31
                                                                                   ---------------------------------
                                                                                      1998                  1997
                                                                                   -----------           -----------
                                                                                         (Expressed in thousands)
<S>                                                                                <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                                                       $    9,658            $   57,551
  Adjustments to reconcile net income to net cash
    provided by (used in) operating activities:
      Depreciation, depletion and amortization                                         73,362                62,568
      Dry holes and impairments                                                         5,033                 2,416
      Deferred income tax                                                               2,149                19,569
      Partnership distributions in excess of earnings                                   1,054                  -
      Non-cash and other nonoperating items                                             8,667                 4,497
      Change in operating assets and liabilities:
        Accrued taxes                                                                 (35,182)               10,673
        Accounts payable and other accrued liabilities                                (81,608)               13,819
        Other assets and liabilities                                                  (12,753)                3,161
                                                                                   -----------           -----------
  Net cash provided by (used in) operating activities                                 (29,620)              174,254
                                                                                   -----------           -----------

CASH FLOWS FROM INVESTING ACTIVITIES
  Capital expenditures                                                               (133,637)             (114,378)
  Purchases of marketable securities and other investments                           (141,638)             (131,210)
  Proceeds from sales of marketable securities and other
    investments                                                                       155,770               135,940
  Proceeds from sales of assets                                                        41,900                 5,620
  Other investing activities                                                            3,813               (49,823)
                                                                                   -----------           -----------
  Net cash (used in) investing activities                                             (73,792)             (153,851)
                                                                                   -----------           -----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds (repayments) of notes payable, net                                         102,197               (19,596)
  Debt and capital lease obligation repayments                                       (343,589)             (304,296)
  Proceeds from issuance of debt                                                      360,000               300,000
  Dividends paid                                                                      (11,899)              (11,724)
  Other financing activities                                                            3,003                14,802
                                                                                   -----------           -----------
  Net cash provided by (used in) financing activities                                 109,712               (20,814)
                                                                                   -----------           -----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                    6,300                  (411)


CASH AND CASH EQUIVALENTS, beginning of period                                         18,594                34,383
                                                                                   -----------           -----------

CASH AND CASH EQUIVALENTS, end of period                                           $   24,894            $   33,972
                                                                                   ===========           ===========

<FN>
<F1>
See Notes to Condensed Consolidated Financial Statements.
</FN>
</TABLE>



<PAGE>
<PAGE>  5

           PART I. FINANCIAL INFORMATION - continued

                         PENNZOIL COMPANY
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            (UNAUDITED)

(1)  General -

     The  condensed  consolidated   financial  statements  included
herein  have been prepared by Pennzoil Company ("Pennzoil") without
audit  and  should  be  read  in  conjunction  with  the  financial
statements  and  the  notes thereto included in  Pennzoil's  latest
annual  report.   The foregoing financial statements  include  only
normal  recurring  accruals  and  all  adjustments  which  Pennzoil
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)  New  Accounting Standards -

     In June 1997, the Financial Accounting Standards Board ("FASB")
issued  Statement  of Financial Accounting Standards  ("SFAS")  No.
131,  "Disclosure  about  Segments of  an  Enterprise  and  Related
Information," which establishes standards for reporting information
about  operating  segments  in  annual  financial  statements   and
requires  that selected information be reported about the operating
segments  in  interim financial reports issued to the shareholders.
It also establishes standards for related disclosure about products
and  services,  geographic  areas, and major  customers.   Pennzoil
plans to adopt SFAS No. 131 in its annual financial statements  for
the fiscal year ended December 31, 1998.
     In  March  1998,  the  American Institute of Certified  Public
Accountants ("AICPA") issued  Statement of Position ("SOP") No. 98-
1,  "Accounting  for  the Costs of Computer Software  Developed  or
Obtained for Internal Use."  The SOP is effective for fiscal  years
beginning   after  December  15,  1998  and  earlier  adoption   is
permitted.  The  adoption of the SOP is not  expected  to  have   a
material impact on  Pennzoil's results of operations.
     In  April  1998, the AICPA issued SOP No. 98-5, "Reporting  on
the  Costs  of   Start-Up Activities." The SOP  is  effective   for
financial statements for fiscal years beginning after December  15,
1998  and  earlier  adoption is permitted.  Pennzoil  is  currently
evaluating the implementation of SOP No. 98-5.

(3)  Proposed  Spin-off  of Downstream  Operations  and  Merger  of
     Downstream Operations with Quaker State Corporation -

     On  April  14, 1998, Pennzoil, Pennzoil's subsidiary  Pennzoil
Products  Company ("PPC") and Downstream Merger Company,  a  wholly
owned  subsidiary of PPC ("Merger Sub"), entered into an  Agreement
and  Plan  of  Merger  (the "Merger Agreement") with  Quaker  State
Corporation  ("Quaker  State").  The Merger Agreement  and  related
agreements  provide  for the separation of  Pennzoil's  motor  oil,
refined products and franchise operations (which generally includes
PPC  and  Jiffy Lube International, Inc. ("Jiffy Lube")  and  their
respective   subsidiaries)  from  its  exploration  and  production
operations  and  for  the  combination of the  motor  oil,  refined
products and franchise operations with Quaker State.

<PAGE>
<PAGE>  6

           PART I. FINANCIAL INFORMATION - continued

     The  transactions contemplated by the Merger Agreement are (1)
a  pro rata distribution, on a share for share basis, of all of the
issued  and  outstanding Common Stock of PPC  (which,  among  other
things,  will at such time hold the motor oil and refined  products
operations of PPC and the franchise operations of Jiffy Lube) to the
holders of Common Stock of Pennzoil (2) a merger of Merger Sub with
and  into Quaker State, in which holders of Capital Stock of Quaker
State  will receive, in exchange for each share held, 0.8204 shares
of  Common  Stock  of PPC.  Immediately following the  transactions
contemplated  by the Merger Agreement, approximately 38.5%  of  PPC
will be owned by former Quaker State stockholders and approximately
61.5% of PPC will be owned by stockholders of Pennzoil.
     Closing  under the Merger Agreement is conditioned upon, among
other  things, approval by Quaker State's stockholders,  expiration
or  termination  of  waiting  periods under  the  Hart-Scott-Rodino
Antitrust  Improvements Act of 1976 and receipt of a favorable  tax
ruling from the Internal Revenue Service.

(4)  Debt -

     During  the three months ended March 31, 1998, certain  owners
of  Pennzoil's exchangeable debentures requested to exchange  their
debentures  for  Chevron Corporation ("Chevron") common  stock,  in
accordance  with  the  respective  supplemental  indentures,  which
resulted  in  a decrease of $.2 million of outstanding exchangeable
debentures.
     In  December 1997, Pennzoil filed a registration statement  on
Form  S-4  with  the  Securities and  Exchange  Commission  ("SEC")
proposing  to  issue up to $889.1 million principal amount  of  new
exchangeable senior debentures ("New Debentures") in exchange for a
portion of its 6 1/2% Exchangeable Senior  Debentures  (the "6 1/2%
Debentures") and the 4 3/4%  Exchangeable  Senior  Debentures  (the
"4 3/4%  Debentures").   The  New  Debentures   would   have  terms
substantially similar  to  the existing debentures  except for  the
maturity date, call  date,  coupon  and  the  number of shares into
which the New Debentures are exchangeable.  Pennzoil expects to  be
able  to  commence  the  exchange  offer in May 1998, and the offer
would be required to remain open for at least 20 business days.
     The 6 1/2% Debentures and 4 3/4% Debentures  are  exchangeable
at the option of the holders at any time prior to maturity,  unless
previously redeemed, for shares of Chevron common stock.   In  lieu
of  delivering Chevron common stock, Pennzoil may, at  its  option,
pay  to  any holder an amount in cash equal to the market value  of
the  Chevron  common  stock to satisfy the  exchange  request.   If
Pennzoil  delivers  Chevron common stock to  satisfy  an  exchange,
Pennzoil  records  an ordinary gain on the sale of  Chevron  common
stock,  limited  to  the  face value of  the  related  exchangeable
debentures and the associated debt issue cost.  The face  value  of
exchangeable  debentures and debt issue cost would  be  retired  by
recording  an extraordinary charge for the early extinguishment  of
debt.   Alternatively, should Pennzoil choose to pay  cash  to  the
holders and retain the Chevron common stock, Pennzoil would  record
an  extraordinary  charge  for  the  extinguishment  of  debt.   In
addition,  Pennzoil would record an increase in the net  unrealized
holding gain on the Chevron common stock to reflect current  market
value which was previously capped under the exchange rights.   This
would  be reported  as  an  increase  in  comprehensive  income  in
accordance with SFAS No. 130 (Reference is made to Note 6 of  Notes
to Condensed Consolidated Financial Statements) and as  a  separate
component of shareholders' equity as required under  SFAS  No. 115,
"Accounting for Certain Investments in Debt and Equity Securities."

<PAGE>
<PAGE>  7

           PART I. FINANCIAL INFORMATION - continued

(5)  Use of Derivatives -

     Pennzoil  has  a price risk management program  that  utilizes
derivative financial instruments, principally crude oil and natural
gas  swaps,  to reduce the price risks associated with fluctuations
in  crude  oil and natural gas prices.  These financial instruments
are  designated  as hedges and accounted for on the  accrual  basis
with  gains  and  losses being recognized  based  on  the  type  of
contract  and exposure being hedged.  Realized gains or  losses  on
crude oil and natural gas swaps designated as hedges of anticipated
transactions  related  to  anticipated production  are  treated  as
deferred  credits  or  charges and are included  in  other  current
liabilities  or  other current assets on the  balance  sheet.   Net
gains  and losses on crude oil and natural gas swaps designated  as
hedges  of  anticipated transactions, including  accrued  gains  or
losses  upon maturity or termination of the contract, are  deferred
and recognized in income when the associated hedged commodities are
produced.
     In  order for crude oil and natural gas swaps to qualify as  a
hedge  of an anticipated transaction, the derivative contract  must
identify  the  expected  date  of the  transaction,  the  commodity
involved,  and the expected quantity to be purchased or  sold.   In
the  event  that a hedged transaction does not occur, future  gains
and losses, including termination gains or losses, are included  in
the income statement when incurred.
     In  the  statement  of cash flows, cash receipts  or  payments
related to financial instruments are classified consistent with the
cash flows from the transaction being hedged.
     Pennzoil  has not materially hedged crude oil or  natural  gas
prices in 1998.  Pennzoil will continually review and may alter its
hedged positions as conditions change.

(6)  Comprehensive Income -

     In  June  1997,  the  FASB  issued SFAS  No.  130,  "Reporting
Comprehensive Income," which requires that an  enterprise  classify
items  of other comprehensive income by their nature in a financial
statement   and   display   the  accumulated   balance   of   other
comprehensive   income  separately  from  retained   earnings   and
additional  paid-in capital in the equity section  of  the  balance
sheet.  Pennzoil adopted SFAS No. 130 in the first quarter of 1998.
Components  of   comprehensive income consist  of foreign  currency
translation adjustments, unrealized gains and losses on  available-
for-sale securities and minimum pension liability.

Item 2. Management's Discussion and Analysis of Financial Condition
        and Results of Operations

Results of Operations

     Net  income  for  the quarter ended March 31,  1998  was  $9.7
million,  or $0.20 per share, compared to $57.6 million,  or  $1.23
per  share  for the same period in 1997.  The decrease in operating
income  was primarily due to lower realized natural gas and liquids
prices  partially  offset by higher results in the  Motor  Oil  and
Refined Products segment.

Oil and Gas

     Operating  income from this segment was $30.8 million for  the
quarter ended March 31, 1998, compared with $107.1 million for  the
same  period  in  1997.   The  decrease  in  operating  income  was
primarily due to lower realized natural gas and liquids prices.

<PAGE>
<PAGE>  8

           PART I. FINANCIAL INFORMATION - continued

     Natural  gas  price realizations averaged $2.07  per  thousand
cubic  feet  ("Mcf")  for the three months  ended  March  31,  1998
compared to $2.77 per Mcf for the same period in 1997.  Natural gas
volumes produced for sale for the three months ended March 31, 1998
were  499.5 million cubic feet ("MMcf") per day compared  to  523.3
MMcf  per day for the same period in 1997.  Liquids prices averaged
$12.43  per  barrel during the first quarter of 1998,  compared  to
$19.47  per  barrel from the comparable period  in  1997.   Liquids
production  volumes were 53.7 thousand barrels ("Mbbls")   per  day
for  the  three months ended March 31, 1998 compared to 53.6  Mbbls
per day for the same period in 1997.
     Production  volumes for the first quarter of  1998  were  down
compared to the same period in 1997 primarily due to damage  caused
by  a  third party vessel dragging its anchor across the Sea  Robin
gathering  pipeline connected to Pennzoil's West Cameron 580  block
in  late  January  1998.  The damage caused  Pennzoil  to  shut  in
production  on the block until the pipeline repairs were  completed
during  February 1998.  Production comparisons were also negatively
impacted  by  Pennzoil's December 1997 sale of its 50% interest  in
the Zama/Virgo joint venture in Canada.
     Internationally,  Pennzoil plans to  drill  eight  exploration
wells in 1998 in Australia, Azerbaijan, Egypt and Venezuela.
     In  April,  the Caspian International Petroleum Company  began
drilling   the  KPS-2  well  on  the  Karabakh  prospect   offshore
Azerbaijan  in  the  Caspian  Sea.  Pennzoil  holds  a  30  percent
interest  in Karabakh.  A third well, KPS-3, will spud  during  the
second half of 1998 after the KPS-2 well has been completed.
     Azerbaijan International Operating Company, in which  Pennzoil
has  a  4.8  percent  carried interest,  delivered  its  first  oil
shipment  to  the  Black Sea in March 1998 from  the  Azeri-Chirag-
Gunashli ("ACG") joint development area.  The ACG joint development
area is estimated to contain nearly 5 billion barrels of crude oil.
At the end of the first quarter of 1998, daily crude oil production
was 36,000 barrels.  Total daily production is expected to increase
to  75,000  barrels  by year-end 1998.  In January  1998,  Pennzoil
received  a $22.0 million installment payment as part of Pennzoil's
July  1996  sale of approximately half of its original interest  in
the ACG joint development unit.
     In  Egypt, Pennzoil has five concessions covering 9.2  million
acres.   Four  blocks are located in the Gulf of Suez:  North  July
(100 percent Pennzoil), West Feiran (50 percent Pennzoil), Southwest
Gebel el-Zeit (87.5  percent Pennzoil) and  Southeast  Gulf of Suez
(50 percent Pennzoil).  The fifth block, West Beni Suef (100 percent
Pennzoil), is located in Egypt's Western Desert.     Pennzoil  spud
its  first  well  on  North  July in March 1998.  Three  additional
exploratory wells are planned for Egypt in 1998, including  two  at
Southwest Gebel el-Zeit and one at West Feiran.  Pennzoil also began
a seismic program on West Beni Suef in early April 1998.
     Pennzoil and its partners received approval from Petroleos  de
Venezuela, S.A., the state oil company of Venezuela, to develop two
blocks  in  Lake  Maracaibo  during  the  first  quarter  of  1998.
Pennzoil holds a 60 percent working interest on block B2X-68/79 and
50 percent working interest on block B2X-70/80.  Pennzoil's initial
share of daily production from these two blocks is estimated to  be
approximately 4,000 barrels beginning in the second half  of  1998.
These  two blocks have remaining gross reserves of between 100  and
200 million barrels.

<PAGE>
<PAGE>  9

           PART I. FINANCIAL INFORMATION - continued

Motor Oil & Refined Products

     Operating  income from this segment was $24.8 million for  the
quarter  ended March 31, 1998, compared with $13.0 million for  the
same  period in 1997.  The increase in operating income was due  to
higher  motor  oil  volumes, fuels volumes and  lube  margins.   In
addition,  operating income at Excel Paralubes,  a  lube  base  oil
plant  in  which  Pennzoil  and Conoco  Inc.  are  equal  partners,
increased  $6.6  million  for the quarter  ended  March  31,  1998,
compared  to  the same period in 1997.  The increase in income from
Excel Paralubes was primarily due to higher production volumes.  As
a result of mechanical difficulties during startup, full production
was  not reached at Excel Paralubes until near the end of the first
quarter   of   1997.   In  addition,  the  upgrade  of   Pennzoil's
Shreveport, Louisiana refinery was not completed until April  1997.
The  refinery  upgrade substantially increased fuels production  at
the  facility  and  is  responsible for the  higher  fuels  volumes
experienced during the quarter ended March 31, 1998.

Franchise Operations

     The  franchise operations segment recorded operating income of
$4.7  million  for the quarter ended March 31, 1998, compared  with
$4.5  million for the same period in 1997.  Systemwide  sales   for
the  three  months ended March 31, 1998 increased $13.1 million  to
$191.8   million,  compared  with  the  first  quarter   of   1997.
Systemwide  average  ticket  prices increased  to  $36.52  for  the
quarter  ended March 31, 1998, compared with $35.49 for  the  first
quarter  of  1997.   There were 1,537 lube centers  (including  586
Jiffy Lube company operated centers) open as of  March 31, 1998.
     In  1998, Jiffy  Lube plans to open approximately 120 centers.
As  of March 31, 1998, there were 166 fast-oil change units open in
Sears Centers of which 134 are company operated.

Other

     Other  operating  income for the quarter ended March 31,  1998
was  $10.5 million, compared with $15.7 million for the same period
in  1997.  Pennzoil's  other  income  includes  dividend  income of
$10.9 million during the three months ended March 31, 1998 from its
investment in common stock of Chevron.
     Net  interest expense for the quarter  ended  March  31,  1998
increased $4.8 million from the same period in 1997  primarily  due
to lower capitalized interest.

Capital Resources and Liquidity

     Cash  Flow.  As of March 31, 1998, Pennzoil had cash and  cash
equivalents of $24.9 million.  During the three months ended  March
31,  1998,  Pennzoil's  cash  and cash equivalents  increased  $6.3
million.   Cash  flows used in operating activities  totaled  $29.6
million during the first quarter of 1998.
     Debt Instruments and Repayments.   Through  the  three  months
ended March 31, 1998, certain  owners  of  Pennzoil's  exchangeable
debentures  requested  to  exchange their  debentures  for  Chevron
common  stock,  in  accordance  with  the  respective  supplemental
indentures,  which  resulted  in  a  decrease  of  $.2  million  of
outstanding exchangeable debentures.
     Borrowings  under   Pennzoil's  commercial paper and variable-
rate  credit  arrangements  totaled $449.7 million as of  March 31,
1998,  all  of  which  has  been classified as long-term debt.

<PAGE>
<PAGE>  10

           PART I. FINANCIAL INFORMATION - continued

Year 2000

     Pennzoil has begun  the  process  of  identifying,  evaluating
and  implementing  new  operating  computer  systems  necessary  to
address potential year 2000 compliance issues.  Many of  Pennzoil's
operating and financial systems are already  compliant.  Pennzoil's
remaining   operating  and  financial  systems  are  scheduled  for
compliance in phases and  will  be  compliant  by  the  year  2000.
Pennzoil is communicating with software vendors, business  partners
and others with which  it  conducts  business  to  provide  written
assurances that their systems will  be  year  2000  compliant.  The
total future cost associated with potential  year  2000  compliance
issues has not been determined, but  is  not  expected  to  have  a
material adverse effect on the consolidated financial  position  or
results of operations of Pennzoil.

<PAGE>
<PAGE>  11

                          PART I. FINANCIAL INFORMATION - continued
<TABLE>
                                         (UNAUDITED)

The following tables show revenues and operating income by segment,
other components of income and operating data.


<CAPTION>
                                                                      Three Months Ended
                                                                           March 31
                                                                 ----------------------------
                                                                    1998             1997
                                                                 -----------      -----------
                                                                   (Dollar amounts expressed
                                                                         in thousands)
<S>                                                              <C>              <C>
REVENUES
   Oil and Gas                                                   $  161,029       $  226,741
   Motor Oil & Refined Products                                     372,896          432,952
   Franchise Operations                                              80,710           75,150
   Other                                                              9,867           11,470
   Intersegment sales                                               (78,692)         (97,313)
                                                                 -----------      -----------
        Total revenues                                           $  545,810       $  649,000
                                                                 -----------      -----------


OPERATING INCOME
   Oil and Gas                                                   $   30,815       $  107,179
   Motor Oil & Refined Products                                      24,840           13,048
   Franchise Operations                                               4,650            4,496
   Other                                                             10,434           15,665
                                                                 -----------      -----------
        Total operating income                                       70,739          140,388

Corporate administrative expenses                                    16,901           13,082
Interest charges, net                                                41,880           37,118
                                                                 -----------      -----------
Income before income tax                                             11,958           90,188

Income tax provision                                                  2,300           32,637
                                                                 -----------      -----------

NET INCOME                                                       $    9,658       $   57,551
                                                                 ===========      ===========

RATIO OF EARNINGS TO FIXED CHARGES                                     1.20             2.69
                                                                 ===========      ===========

</TABLE>


<PAGE>
<PAGE>  12

                          PART I. FINANCIAL INFORMATION - continued
<TABLE>
                                         (UNAUDITED)

<CAPTION>
                                                                      Three Months Ended
                                                                           March 31
                                                                ------------------------------
                                                                   1998              1997
                                                                ------------      ------------
<S>                                                             <C>               <C>
OPERATING DATA
--------------

OIL AND GAS
  Net production
    Crude oil, condensate and natural
      gas liquids (barrels per day)                                  53,676            53,632
    Natural gas produced for sale (Mcf per day)                     499,505           523,348

  Weighted average prices
    Crude oil, condensate and natural
      gas liquids (per barrel)                                   $    12.43        $    19.47
    Natural gas (per Mcf)                                        $     2.07        $     2.77


MOTOR OIL & REFINED PRODUCTS
  Sales (barrels per day)
    Gasoline and naphtha                                             23,171            20,020
    Distillates and gas oils                                         25,542            26,377
    Lubricating oil and other specialty products <F1>                24,583            25,916
    Residual fuel oils                                                1,643             3,513
                                                                 -----------       -----------
          Total sales (barrels per day)                              74,939            75,826
                                                                 ===========       ===========

  Raw materials processed (barrels per day) <F2>                     71,094            63,909

  Refining capacity (barrels per day) <F2>                           80,300            76,000

FRANCHISE OPERATIONS
  Domestic systemwide sales (in thousands)                       $  191,847        $  178,705
  Same center sales (in thousands)                               $  181,144        $  177,679
  Centers open (U.S.)                                                 1,537             1,419


<FN>
<F1> Excludes sales from Pennzoil's Penreco ownership in 1998.  Pennzoil
     recorded Penreco's sales through September 30,1997.
<F2> Includes Pennzoil's 50% ownership in Excel Paralubes.
<FN>
</TABLE>



<PAGE>
<PAGE>  13

                   PART II. OTHER INFORMATION








Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits -

          3    By-laws of Pennzoil Company, as amended through May 7, 1998.

         12    Computation of Ratio of Earnings to Fixed Charges for the three
               months ended March 31, 1998 and 1997.

         27    Financial Data Schedule

(b)  Reports -

   Pennzoil filed the following Current Reports on Form 8-K with
   the Securities and Exchange Commission:

   Date of Report            Items Reported


   March 12, 1998            Pennzoil's amendment of its By-laws as
                             of March 12, 1998.


   April 20, 1998            Information relating to the Agreement
                             and Plan of Merger dated as of April
                             14, 1998 among Pennzoil Company, Pennzoil Products
                             Company, Downstream Merger Company and Quaker
                             State Corporation.  The Form 8-K  included as
                             exhibits a press release dated April 15, 1998
                             issued by Pennzoil Company and Quaker State
                             Corporation and a copy of the Agreement and Plan
                             of Merger.  See Note 3 of Notes to Condensed
                             Consolidated Financial Statements.


   April 17, 1998            Pennzoil's amendment dated April 17,
                             1998 to its Rights Agreements.



<PAGE>
<PAGE>  14

                             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 COMPANY
                                      Registrant


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




May 13, 1998