<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 September 30, 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 of 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 stock, as  of
latest practicable date, October 31, 1998:

      Preferred  stock,  par  value $1.00  per  share,  1,500,000
shares.
     Common stock, par value $0.83-1/3 per share, 47,810,419
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                 Nine Months Ended
                                                                          September 30                       September 30
                                                                  ----------------------------      ----------------------------
                                                                     1998             1997             1998             1997
                                                                  -----------      -----------      -----------      -----------
                                                                        (Expressed in thousands except per share amounts)
<S>                                                               <C>              <C>              <C>              <C>
REVENUES
   Net sales                                                      $  124,668       $  205,619       $  427,619       $  633,000
   Investment and other income, net                                  240,644           20,778          277,919           32,354
                                                                  -----------      -----------      -----------      -----------
    Total revenues                                                   365,312          226,397          705,538          665,354
COSTS AND EXPENSES
   Operating expenses                                                 59,004           52,138          163,752          156,782
   Selling, general and administrative                                31,208           11,273           47,334           23,931
   Depreciation, depletion and amortization                           49,718           60,211          159,702          167,598
   Exploration expense                                                85,494           18,791          117,389           41,110
   Taxes, other than income                                            7,726            9,370           23,585           28,230
   Interest charges, net                                              40,094           39,839          119,523          118,653
                                                                  -----------      -----------      -----------      -----------
INCOME BEFORE INCOME TAX                                              92,068           34,775           74,253          129,050
Income tax provision                                                  33,249           10,898           21,084           42,562
                                                                  -----------      -----------      -----------      -----------
INCOME FROM CONTINUING OPERATIONS
   BEFORE EXTRAORDINARY ITEM                                          58,819           23,877           53,169           86,488
Income from discontinued Pennzoil Products
   Group operations, net of tax (See note 2)                           9,442           13,947           33,579           32,763
                                                                  -----------      -----------      -----------      -----------
INCOME BEFORE EXTRAORDINARY ITEM                                      68,261           37,824           86,748          119,251
Extraordinary items, net of tax (See note 4)                        (205,549)          (2,575)        (205,549)          (2,575)
                                                                  -----------      -----------      -----------      -----------
NET INCOME (LOSS)                                                   (137,288)          35,249         (118,801)         116,676
Preferred stock dividends                                              2,434             -               3,191             -
                                                                  -----------      -----------      -----------      -----------
NET INCOME (LOSS) AVAILABLE TO
   COMMON SHAREHOLDERS                                            $ (139,722)      $   35,249       $ (121,992)      $  116,676
                                                                  ===========      ===========      ===========      ===========
NET INCOME (LOSS)                                                 $ (137,288)      $   35,249       $ (118,801)      $  116,676
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX                         42,810           (1,695)          38,292           (5,388)
                                                                  -----------      -----------      -----------      -----------
COMPREHENSIVE INCOME (LOSS)                                       $  (94,478)      $   33,554       $  (80,509)      $  111,288
                                                                  ===========      ===========      ===========      ===========
BASIC EARNINGS (LOSS) PER SHARE
   Continuing operations                                          $     1.17       $     0.50       $     1.05       $     1.83
   Discontinued operations                                              0.20             0.30             0.70             0.70
   Extraordinary item                                                  (4.30)           (0.05)           (4.31)           (0.05)
                                                                  -----------      -----------      -----------      -----------
TOTAL BASIC EARNINGS (LOSS) PER SHARE                             $    (2.93)      $     0.75       $    (2.56)      $     2.48
                                                                  ===========      ===========      ===========      ===========
DILUTED EARNINGS (LOSS) PER SHARE
   Continuing operations                                          $     1.17       $     0.49       $     1.03       $     1.80
   Discontinued operations                                              0.20             0.29             0.70             0.69
   Extraordinary item                                                  (4.28)           (0.05)           (4.26)           (0.05)
                                                                  -----------      -----------      -----------      -----------
TOTAL DILUTED EARNINGS (LOSS) PER SHARE                           $    (2.91)      $     0.73       $    (2.53)      $     2.44
                                                                  ===========      ===========      ===========      ===========
DIVIDENDS PER COMMON SHARE                                        $     0.25       $     0.25       $     0.75       $     0.75
                                                                  ===========      ===========      ===========      ===========
AVERAGE SHARES OUTSTANDING
   Basic                                                              47,761           47,208           47,682           47,002
                                                                  ===========      ===========      ===========      ===========
   Diluted                                                            47,957           48,365           48,225           47,760
                                                                  ===========      ===========      ===========      ===========
END OF PERIOD SHARES OUTSTANDING                                      47,790           47,382           47,790           47,382
                                                                  ===========      ===========      ===========      ===========
<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

<CAPTION>
                                                                            September 30,         December 31,
                                                                                1998                  1997
                                                                            -------------        -------------
                                                                             (Unaudited)
                                                                                 (Expressed in thousands)
<S>                                                                         <C>                   <C>
ASSETS

Current assets
   Cash and cash equivalents                                                $      12,251        $       9,462
   Receivables                                                                    118,511              150,979
   Crude oil and natural gas inventories                                            7,194                6,638
   Deferred income tax                                                             19,794               19,479
   Other current assets                                                            23,811               68,796
                                                                            -------------        -------------
Total current assets                                                              181,561              255,354

Property, plant and equipment, net                                              1,732,253            1,708,420
Marketable securities and other investments                                       609,545              900,421
Net assets of discontinued Pennzoil Products Group operations (See Note 2)      1,073,593            1,076,942
Other assets                                                                       35,008               42,069
                                                                            -------------        -------------

TOTAL ASSETS                                                                $   3,631,960        $   3,983,206
                                                                            =============        =============

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
   Current maturities of long-term debt                                     $         822        $        -
   Accounts payable and accrued liabilities                                       128,294              224,847
   Interest accrued                                                                44,069               30,016
   Other current liabilities                                                       27,919               44,206
                                                                            -------------        -------------
Total current liabilities                                                         201,104              299,069

Long-term debt, less current maturities
   Exchangeable debentures                                                        738,641              889,027
   Other long-term debt                                                         1,181,492            1,258,722
                                                                            -------------        -------------
Total long-term debt, less current maturities                                   1,920,133            2,147,749
Deferred income tax                                                               224,108              287,498
Other liabilities                                                                 108,073              110,351
                                                                            -------------        -------------
TOTAL LIABILITIES                                                               2,453,418            2,844,667
                                                                            -------------        -------------
COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY                                                            1,178,542            1,138,539
                                                                            -------------        -------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                  $   3,631,960        $   3,983,206
                                                                            =============        =============
<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>

                                                                                          Nine Months Ended
                                                                                             September 30
                                                                                   ---------------------------------
                                                                                      1998                  1997
                                                                                   -----------           -----------
                                                                                        (Expressed in thousands)
<S>                                                                                <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                                                $ (118,801)           $  116,676
  Adjustments to reconcile net income (loss) to net
    cash provided by operating activities:
      Depreciation, depletion and amortization                                        159,702               167,598
      Dry holes and impairments                                                        80,160                19,441
      Deferred income tax                                                             (91,147)               17,168
      Extraordinary loss associated with refinancing
       of exchangeable debentures                                                     321,170                   -
      Gain on sale of securities associated with
       refinancing of exchangeable debentures                                        (230,083)                  -
      Other non-cash items                                                             12,798                16,126
      Income from discontinued Pennzoil Products
       Group operations, net of tax                                                   (33,579)              (32,763)
      Changes in operating assets and liabilities                                      27,721                58,018
                                                                                   -----------           -----------
  Net cash provided by operating activities                                           127,941               362,264
                                                                                   -----------           -----------

CASH FLOWS FROM INVESTING ACTIVITIES
  Capital expenditures                                                               (330,586)             (288,575)
  Purchases of marketable securities and other investments                           (479,662)             (431,394)
  Proceeds from sales of marketable securities and other
    investments                                                                       599,209               437,031
  Proceeds from sales of assets                                                        62,010                 5,466
  Other investing activities                                                          (44,178)              (20,738)
                                                                                   -----------           -----------
  Net cash used in investing activities                                              (193,207)             (298,210)
                                                                                   -----------           -----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Net proceeds from/(repayments of) notes payable                                     (49,508)               60,328
  Debt and capital lease obligation repayments                                       (848,565)           (1,169,024)
  Proceeds from issuance of debt                                                      820,000             1,165,000
  Net proceeds from issuance of preferred stock                                       147,000                  -
  Dividends paid                                                                      (38,962)              (35,272)
  Other financing activities                                                            1,162                31,159
                                                                                   -----------           -----------
  Net cash provided by financing activities                                            31,127                52,191
                                                                                   -----------           -----------

CASH PROVIDED BY (USED IN) DISCONTINUED PENNZOIL
     PRODUCTS GROUP OPERATIONS                                                         36,928              (113,610)


NET INCREASE IN CASH AND CASH EQUIVALENTS                                               2,789                 2,635


CASH AND CASH EQUIVALENTS, beginning of period                                          9,462                18,586
                                                                                   -----------           -----------

CASH AND CASH EQUIVALENTS, end of period                                           $   12,251            $   21,221
                                                                                   ===========           ===========

<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)   Discontinued Operations -

      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 fast lube operations (which generally include
PPC  and  Jiffy Lube International, Inc. ("Jiffy Lube")  and  their
respective  subsidiaries  and  is  collectively  referred   to   as
"Pennzoil  Products  Group")  from its exploration  and  production
operations  and  for  the  combination of the  motor  oil,  refined
products and fast lube operations with Quaker State.
      The transactions contemplated by the Merger Agreement are (1)
a  pro rata distribution (or spin-off), 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 fast lube operations  of
Jiffy  Lube) to the holders of Common Stock of Pennzoil and  (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
shareholders of Pennzoil.
      Quaker  State's stockholders approved the merger on September
18,  1998  and  the required waiting period under  the  Hart-Scott-
Rodino Antitrust Improvements Act of 1976 has expired. The spin-off
and  merger are expected to occur during the fourth quarter of 1998
following  the anticipated  receipt of a favorable tax ruling  from
the Internal Revenue Service.
      The  historical operating results of Pennzoil Products  Group
are  shown  net of tax as discontinued operations in the  Condensed
Consolidated Statement of Income and Comprehensive Income. The  net
assets  of  discontinued  operations in the Condensed  Consolidated
Balance Sheet include those assets and liabilities attributable  to
the  Pennzoil Products Group's businesses. In addition,  Pennzoil's
historical financial position and results of operations  have  been
adjusted  to  reflect  discontinued  operations  for  all  periods
presented.

<PAGE>
<PAGE>  6
            PART I.  FINANCIAL INFORMATION - continued

     In   connection   with  the  spin-off,  certain   intercompany
indebtedness, including affiliated payables and notes  payable,  is
to  be  repaid  by Pennzoil Products Group to Pennzoil  immediately
prior to the transaction.  The maximum payment is the total of $500
million  plus  outstanding cash of Pennzoil  Products  Group,  less
existing third party debt and capital lease obligations of Pennzoil
Products Group.  This anticipated payment has not been reflected in
the discontinued operations of Pennzoil Products Group.
     After-tax  earnings  from  discontinued  operations  for   the
quarter  and nine months ended September 30, 1998 were $9.4 million
and  $33.6  million, respectively.  This compares to $13.9  million
and $32.8 million, respectively, for the same periods in 1997. Taxes
on  earnings from discontinued operations for the quarter and  nine
months ended September 30, 1998 were $6.9 million and $24.5 million,
respectively.   This compares to $10.3 million and  $24.4  million,
respectively,  for the same periods in 1997.  Revenue  included  in
discontinued  operations  for the quarter  and  nine  months  ended
September  30,  1998  was  $474.9  million  and  $1,417.3  million,
respectively.   This  compares  to  $515.7  million  and   $1,545.0
million, respectively, for the same periods in 1997.
     The components of net assets of discontinued Pennzoil Products
Group  operations at September 30, 1998 and December 31,  1997  are
summarized as follows:

<TABLE>
                                                  September 30,     December 31,
                                                      1998              1997
                                                  -------------    -------------
                                                     (Expressed in thousands)
<S>                                               <C>              <C>
Current Assets                                    $    403,944     $    399,360
Property, plant and equipment, net                     800,394          790,177
Goodwill                                               159,902          158,489
Other assets                                           218,253          211,597
Current liabilities                                   (245,078)        (246,926)
Long-term debt and capital lease obligations          (113,854)        (116,936)
Other liabilities                                     (149,968)        (118,819)
                                                  -------------    -------------

                                                  $  1,073,593     $  1,076,942
                                                  =============    =============
</TABLE>



(3)  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  statement
disclosures for the fiscal year ending December 31, 1998.

<PAGE>
<PAGE>  7
            PART I.  FINANCIAL INFORMATION - continued

      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."  This SOP is effective for fiscal years
beginning   after  December  15,  1998  and  earlier  adoption   is
permitted. The adoption of SOP No. 98-1 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." This SOP  is  effective   for
financial statements for fiscal years beginning after December  15,
1998  and  earlier  adoption is permitted.  Pennzoil  is  currently
evaluating the impact of SOP No. 98-5.
      In  June 1998, the FASB issued SFAS No. 133, "Accounting  for
Derivative   Instruments  and  Hedging  Activities."    This   SFAS
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.  This standard  also
requires  that changes in the derivative's fair value be recognized
currently in earnings unless specific hedge accounting criteria are
met.   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 a company to  formally  document,
designate,  and  assess  the  effectiveness  of  transactions  that
receive  hedge accounting.   SFAS No. 133 is effective  for  fiscal
years  beginning  after  June  15,  1999  and  early  adoption   is
permitted.   The  effect of adopting SFAS  No.  133  has  not  been
determined,  but  is  not expected to have  a  material  impact  on
Pennzoil's results of operations  (Reference is made to Note  5  of
Notes to Condensed Consolidated Financial Statements).

(4)  Debt -

     On  July  1,  1998, Pennzoil commenced an offer to  issue  new
exchangeable senior debentures ("New Debentures") in exchange for a
portion  of  its 6.50% Exchangeable Senior Debentures  (the  "6.50%
Debentures") and 4.75% Exchangeable Senior Debentures  (the  "4.75%
Debentures").  The exchange offer expired on July 31, 1998  and  on
August 3, 1998, Pennzoil issued $443.8 million principal amount  of
new  4.90%  Debentures  in  exchange for $211.6  million  principal
amount  of 6.50% Debentures and $317.4 million principal amount  of
new  4.95%  Debentures  in  exchange for $211.6  million  principal
amount   of   4.75%   Debentures.   Pennzoil  realized   a   pretax
extraordinary  loss  on  early extinguishment  of  debt  of  $318.4
million, which is the difference between the carrying amount of the
exchanged  debentures of $420.7 million (net of related unamortized
debt  issue  costs of $2.5 million) and the estimated market  value
(net  of  discount) of the New Debentures being  issued  of  $739.1
million.   After  an  income tax benefit of   $114.6  million,  the
extraordinary loss totaled $203.8 million.
     Holders of the remaining $464.2 million of the 6.50% and 4.75%
Debentures exercised their exchange rights to obtain either  shares
of  Chevron Corporation ("Chevron") common stock or the cash  value
thereof.  Pennzoil delivered Chevron common stock with a historical
cost  of  $308.0  million for substantially  all  of  the  exchange
requests  resulting  in a realized pretax gain  of  $156.2  million
included  in  investment and other income,  net  on  the  Condensed
Consolidated Statement of Income and Comprehensive Income,  and  an
extraordinary  loss  of  $1.7  million  on  the  write-off  of  the
remaining unamortized debt issue cost net of an income tax  benefit
of $0.9 million.

<PAGE>
<PAGE>  8
            PART I.  FINANCIAL INFORMATION - continued

     Completion of the exchange offers allowed Pennzoil to  release
and  sell  on the open market approximately 1.5 million  shares  of
Chevron  common  stock that previously had been allocated  for  the
exchange  rights  of  the 6.50% Debentures  and  4.75%  Debentures.
Pennzoil  realized pretax income of $73.9 million through the  sale
of these shares.
     Each  4.90% Debenture and each 4.95% Debenture is exchangeable
into  9.3283 shares of Chevron common stock; each matures on August
15,  2008  and  is  not callable until August  15,  2000.  The  New
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.   Changes in the  fair  value  of  the  New
Debentures,  which fluctuates with changes in the market  value  of
Chevron common stock, will be recorded in income.

(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.   Effective  January 1,  2000,  the  accounting  for
derivative  financial  instruments  will  be  amended  as  required
pursuant  to SFAS No. 133 (Reference is made to Note 3 of Notes  to
Condensed  Consolidated  Financial  Statements).   Under  this  new
standard,  crude  oil and natural gas swaps used  to  hedge  future
crude  oil and natural gas production will be marked to fair  value
with  unrealized  changes in the fair value of the  crude  oil  and
natural gas swaps recorded as comprehensive income.  At the time of
maturity or termination of the contract, any deferred gain or  loss
is recognized in earnings.
     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.

<PAGE>
<PAGE>  9
            PART I.  FINANCIAL INFORMATION - continued

(6)  Earnings Per Share -

    Earnings per share of common stock outstanding were computed as
follows:

<TABLE>
                                                        Three Months Ended                Nine Months Ended
                                                           September 30                      September 30
                                                   ----------------------------      ----------------------------
                                                      1998             1997             1998             1997
                                                   -----------      -----------      -----------      -----------
                                                       (Expressed in thousands except per share amounts)
<S>                                                <C>              <C>              <C>              <C>
Income from continuing operations                  $   58,819       $   23,877       $   53,169       $   86,488

Less:  Preferred stock dividend                         2,434             -               3,191             -

Income from continuing operations available
  to common shareholders                           $   56,385       $   23,877       $   49,978       $   86,488

Basic weighted average shares                          47,761           47,208           47,682           47,002

Effect of dilutive securities <F1>:
          Options                                          51            1,037              396              638
          Awards                                          145              120              147              120

Diluted weighted average shares                        47,957           48,365           48,225           47,760

Per share income from continuing operations
  available to common shareholders
  Basic                                            $     1.17       $     0.50       $     1.05       $     1.83
  Diluted                                          $     1.17       $     0.49       $     1.03       $     1.80
<FN>
<F1> A weighted average number of options to purchase 2,851,247 and
     169,280 shares of common stock were outstanding for the  three
     months  ended  September 30, 1998 and 1997, respectively,  but
     were  not included in the computation of diluted earnings  per
     share  because the options' exercise prices were greater  than
     the  average  market price of the common shares.   A  weighted
     average  number of options to purchase 1,524,082  and  863,948
     shares  of  common stock were outstanding for the nine  months
     ended September 30, 1998 and 1997, respectively, but were  not
     included  in  the  computation of diluted earnings  per  share
     because  the  options' exercise prices were greater  than  the
     average market price of the common shares.
</FN>
</TABLE>

(7)  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 holding gains  and  losses  on
available-for-sale securities and minimum pension liability.  Other
comprehensive  income  for  the  quarter  and  nine  months   ended
September 30, 1998 is primarily related to unrealized holding gains
on Chevron common stock of $43.9 million.

<PAGE>
<PAGE>  10
            PART I.  FINANCIAL INFORMATION - continued

(8)         Preferred Stock -

    On June 2, 1998, Pennzoil issued 1,500,000 shares of cumulative
preferred stock at $100 per share.  Dividends on the 6.49% Series A
Cumulative  Preferred  Stock,  par  value  $1.00  per  share,   are
cumulative  from  the date of original issue and  will  be  payable
quarterly, in cash, when declared by the Board of Directors of  the
Company,  commencing September 30, 1998.  Preferred  dividends  are
required  to be deducted from net income in determining net  income
per common share.  The Series A Cumulative Preferred Stock will  be
redeemable  at the option of Pennzoil at any time on or after  June
2,  2008,  in whole or in part, at a redemption price of  $100  per
share, plus accrued and unpaid dividends to the redemption date.

(9)  Statement of Cash Flow Information -

    Significant noncash investing and financing activities  are  as
    follows:

          1.   In August 1998, Pennzoil issued $761.2 million in new
               exchangeable senior debentures in exchange for $432.2
               million  of  its  6.50% and 4.75% exchangeable senior
               debentures. Reference is made to Note 4 of  Notes  to
               Condensed Consolidated Financial Statements.
          2.   In August  1998,  Pennzoil exchanged  Chevron  common
               stock  with  a  historical cost of $308.0 million for
               $464.2 million in 6.50% and 4.75% exchangeable senior
               debentures.  Reference is made to Note 4 of Notes  to
               Condensed Consolidated Financial Statements.

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

Results of Continuing Operations

      Before  extraordinary items totaling $205.5  million,  income
from continuing operations available to common shareholders for the
quarter and nine months ended September 30, 1998 was $56.4 million,
or  $1.17  per  share,  and  $50.0 million,  or  $1.05  per  share,
respectively.   This compares with net income available  to  common
shareholders before extraordinary items of $23.9 million, or  $0.50
per  share,  for  the third quarter of 1997 and $86.5  million,  or
$1.83  per  share, for the nine  months ended September  30,  1997.
The  income  increase  for  the quarter ended  September  30,  1998
compared to the same period in 1997 was primarily due to a gain  on
the  disposition  of Chevron common stock and  the  exchange  of  a
portion  of  Pennzoil's old debentures for Chevron stock (Reference
is  made  to  Note  4 of Notes to Condensed Consolidated  Financial
Statements)  partially offset by higher exploration expense,  lower
realized  liquids prices, lower natural gas production volumes  and
charges  associated  with the pending merger of  Pennzoil  Products
Group  with  Quaker State.  The income decrease for the nine months
ended  September 30, 1998 compared to the same period in  1997  was
primarily due to higher exploration expense, lower realized liquids
prices and lower natural gas production volumes.

Oil and Gas

     Operating loss for the quarter and nine months ended September
30,  1998 was $77.9 million and $22.2 million, respectively.   This
compares with operating income of $67.7 million and $244.0 million,
respectively,  for  the  same periods in  1997.   The  decrease  in
operating  income  for the quarter  and nine months ended September
30, 1998, compared to the same periods in 1997, was primarily due to
higher exploration expense, lower realized liquids prices and lower
natural gas production volumes.

<PAGE>
<PAGE>  11
            PART I.  FINANCIAL INFORMATION - continued

     Natural  gas  price realizations averaged $1.91  per  thousand
cubic feet ("Mcf") and $2.04 per Mcf, respectively, for the quarter
and nine months ended September 30, 1998, compared to $2.09 per Mcf
and  $2.25  per  Mcf, respectively, for the same periods  in  1997.
Liquids price realizations averaged $9.79 per barrel and $11.07 per
barrel  for the quarter and nine months ended September  30,  1998,
compared  to $15.55 per barrel and $16.77 per barrel, respectively,
for  the  same  periods in 1997.  Natural gas volumes produced  for
sale  were 434.2 million cubic feet ("MMcf") per day and 471.6 MMcf
per  day,  respectively,  for the quarter  and  nine  months  ended
September  30, 1998, compared to 619.4 MMcf per day and 586.7  MMcf
per  day,  respectively,  for the same periods  in  1997.   Liquids
production volumes were 53.7 thousand barrels ("Mbbls") per day and
54.2  Mbbls per day, respectively, for the quarter and nine  months
ended  September 30, 1998, compared to 59.9 Mbbls per day and  58.8
Mbbls  per  day, respectively, for the same periods in  1997.   The
lower volumes are primarily attributable to production declines  at
Pennzoil's West Cameron 580 field, the sale of Pennzoil's remaining
Canadian  natural  gas  interests in December  1997  and  hurricane
related  production  curtailment in and adjacent  to  the  Gulf  of
Mexico.
     In  the Gulf of Mexico, new wells at West Cameron 575 and West
Cameron  291  came on stream during the third quarter of  1998  and
additional wells at West Cameron 575 and Ship Shoal 154  will  come
on  stream  in  the  fourth  quarter of  1998.   Pennzoil  is  also
continuing  its in-fill drilling program in the Carthage  field  in
east  Texas and its enhanced oil recovery project in SACROC in west
Texas.  Pennzoil's onshore domestic drilling program for the fourth
quarter  of  1998  includes  six south Louisiana  and  south  Texas
exploration wells.  Pennzoil also spud an offshore exploration well
at High Island 19 and production tests are being performed on South
Marsh Island 23J-1 to establish commerciality.
     Internationally,   the   Azerbaijan  International   Operating
Company ("AIOC") delivered its first oil shipment to the Black  Sea
in  March  from the Azeri-Chirag-Gunashli ("ACG") joint development
area  offshore Baku in the Caspian Sea.  At the end  of  the  third
quarter  of  1998, daily oil production at ACG was 72,000  barrels.
This production should rise to an estimated 100,000 barrels per day
by  year-end 1998.  The ACG joint development area is estimated  to
contain  4.9  billion barrels of crude oil.   Pennzoil  has  a  4.8
percent carried interest in the field.
     On the nearby Karabakh prospect, Pennzoil took a $34.9 million
charge  in  the  third quarter of 1998 after Caspian  International
Petroleum Company ("CIPCO"), the joint operating company  in  which
Pennzoil  has a 30 percent interest, determined that the first  two
exploratory wells were not commercial.  CIPCO is presently drilling
the  final commitment well on the prospect and should be  to  total
depth by mid November 1998.
      In  Egypt, Pennzoil has five concessions covering 9.2 million
acres.  Four of the concessions are in the Gulf of Suez: North July
(100   percent  Pennzoil),  West  Feiran  (50  percent   Pennzoil),
Southwest  Gebel  el-Zeit (43.75 percent Pennzoil),  and  Southeast
Gulf  of  Suez (25 percent Pennzoil).  The fifth block,  West  Beni
Suef  (100 percent Pennzoil), is located in Egypt's western desert.
In  July  1998,  Pennzoil entered into agreements  whereby  Seagull
Energy can earn half of Pennzoil's interest in the Southwest  Gebel
el-Zeit Block and the Southeast Gulf of Suez Block in exchange  for
funding  current  and future exploration costs.  During  the  third
quarter  of 1998 Pennzoil drilled two wells in Southwest Gebel  el-
Zeit Block and AGIP, the operator on the West Feiran Block, drilled
one  well.   None  of the wells found commercial  hydrocarbons  and
Pennzoil  recorded charges of $6.2 million in the third quarter  of
1998.   Pennzoil is also conducting a seismic program on  the  West
Beni Suef field that will continue for the rest of the year.

<PAGE>
<PAGE>  12
            PART I.  FINANCIAL INFORMATION - continued

      On  July 1, 1998, Pennzoil began operating the B2X-68/79  and
B2X-70/80  oil  production blocks in Venezuela.   The  blocks  each
encompass  approximately  10,000 acres in eastern  Lake  Maracaibo.
Net  production from the two blocks is currently 2,500 barrels  per
day.   Development drilling should commence in Lake Maracaibo  late
in the fourth quarter of 1998.
      In Australia, the Whicher Range No. 1 and Whicher Range No. 4
were deemed to be uneconomical following completion stimulation and
flow  testing  operations completed in the third quarter  of  1998.
This  resulted  in a pretax charge of $12.4 million  in  the  third
quarter of 1998.

Other
      Other operating income for the quarter and nine months  ended
September   30,  1998  was  $236.8  million  and  $257.7   million,
respectively, compared with $14.9 million and $24.9 million for the
same  periods in 1997.  Pennzoil's other income increased primarily
due  to  gains on the disposition of Chevron stock and the exchange
of  a  portion  of  Pennzoil's old debentures  for  Chevron  stock.
Reference  is  made  to  Note 4 of Notes to Condensed  Consolidated
Financial Statements.  Pennzoil beneficially owned approximately  7
million shares of common stock of Chevron on September 30, 1998.
      Net  interest expense for the quarter and nine  months  ended
September  30,  1998  increased  $0.3  million  and  $0.9  million,
respectively, from the same periods in 1997 primarily due to higher
short-term borrowings.

Capital Resources and Liquidity

      Preferred  Stock. On June 2, 1998, Pennzoil issued  1,500,000
shares  of cumulative preferred stock at $100 per share.  Dividends
on  the 6.49% Series A Cumulative Preferred Stock, par value  $1.00
per  share, are cumulative from the date of original issue and will
be  payable  quarterly,  in cash, when declared  by  the  Board  of
Directors  of  the  Company, commencing September  30,  1998.   The
Series  A  Cumulative  Preferred Stock will be  redeemable  at  the
option  of Pennzoil at any time on or after June 2, 2008, in  whole
or  in  part, at a redemption price of $100 per share, plus accrued
and unpaid dividends to the redemption date.
      Cash  Flow.  As of September 30, 1998, Pennzoil had cash  and
cash  equivalents of $12.3 million.  During the nine  months  ended
September  30,  1998,  cash  and cash  equivalents  increased  $2.8
million.
     Debt  Instruments and Repayments. During the nine months ended
September   30,   1998,    Pennzoil  refinanced   its   outstanding
exchangeable  debentures  for  new  exchangeable  debentures  which
resulted   in   a   decrease  of  $149.6  million  of   outstanding
exchangeable debentures.  Reference is made to Note 4 of the  Notes
to  Condensed  Consolidated  Financial  Statements  for  additional
information on Pennzoil's exchangeable debentures.
     Borrowings under Pennzoil's commercial paper, revolving credit
facility and other variable-rate credit arrangements totaled $298.0
million  as of September 30, 1998, all of which has been classified
as long-term debt.

<PAGE>
<PAGE>  13
            PART I.  FINANCIAL INFORMATION - continued

Year 2000

     Pennzoil  completed a review of its key computer  systems  and
has  identified a number of systems that were affected by the  year
2000  compliance issue.  Pennzoil is undertaking or  has  completed
conversions   or   upgrades   of  these  non-compliant   financial,
operating,  human  resources, payroll  and  seismic  data  systems.
These  conversions and upgrades are targeted for completion  during
the  second quarter of 1999, after compliant upgrades are  received
from  the  vendors, currently scheduled for the  first  quarter  of
1999.   Upgrades  and  standardization to network,  infrastructure,
desktop   and communications systems to make these assets compliant
are  in  progress.  This effort is scheduled for completion in  the
first  quarter  of 1999 following the release of compliant  updates
from  the  vendors.  International as well as domestic  sites  were
included  in  these  assessments.  The  assessment  of  specialized
hardware and software unique to an international location should be
completed by December 1998.  The only system replacements that have
been  accelerated to remedy non-compliance are some of the Pennzoil
voicemail  systems  and  security  systems.  No  major IT  projects
have been deferred due to year 2000 compliance issues.  Contingency
planning will be started for the IT systems in the first quarter of
1999 and  will include backup, standby and storage service solutions
to reduce the impact of critical service providers.  The validation
phase that consists of  testing  mission-critical  and  significant
systems will be completed by  June 1999.
     Pennzoil  has  completed  a  comprehensive  inventory  and  is
currently  assessing  and  renovating  systems  and  devices   with
embedded  chips  in the exploration, production, and non-production
facilities.  The exploration and production facilities  consist  of
offshore   platforms,   onshore  regions,  gas   plants,   regional
pipelines  and a natural gas retail distribution operation.   These
facilities, which include the processing, storage  and movement  of
oil and natural gas, have the greatest inherent risk since embedded
chip  systems control and monitor these processes.  At  this  time,
several   of   Pennzoil's   onshore  exploration   and   production
facilities  have  non-compliant  metering  and  control  equipment.
These deficiencies are being addressed by upgrading or replacing the
non-compliant portion of mission-critical  equipment.   This effort
is targeted for completion by the end  of June 1999.  Non  mission-
critical   production   equipment  that  may   have   non-compliant
components  is  being  replaced with  compliant  components  during
normal maintenance and repair outages that occur through 1999.   If
for  any reason, these systems do not receive maintenance prior  to
the  millenium  or  are still found to be non-compliant  after  the
millenium,  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.  The majority of this  type  of  production
equipment   is  used  to  monitor  and  control  production   only.
Nevertheless, operation of these systems would still be reduced  or
discontinued if a component is found to be non-compliant  in  order
to prevent safety and environmental problems.  Contingency planning
is also underway to provide alternatives in the event these systems
are partially or completely inoperable.  Spare components are being
tested  to  ensure compliant systems remain compliant  through  the
maintenance process.
     Pennzoil  is  contacting key suppliers, banks,  customers  and
other unaffiliated companies that have business relationships  with
Pennzoil  to assess their year 2000 compliance programs.   Pennzoil
could  be  adversely affected by the failure of these  unaffiliated
companies  to  adequately  address  the  year  2000  issue.    This
assessment  includes  activities  such  as  face-to-face  meetings,
reviews   of   year  2000  readiness   and  co-operative   testing.
Contingency  planning  will  be  included  in  this  assessment  to
identify  arrangements to mitigate the impact of  disruptions  from
outside  sources.  This process is targeted for completion  by  the
end  of  June 1999.  In addition, Pennzoil has implemented internal
procedures  to  respond cooperatively to inquiries from  regulatory
agencies and other businesses about its year 2000 program.

<PAGE>
<PAGE>  14
            PART I.  FINANCIAL INFORMATION - continued

     As  with  most  companies,  Pennzoil anticipates  more  issues
arising  from  international business partners, especially  in  the
banking, utility, shipping  and governmental segments. Pennzoil  is
currently  reviewing  all  banking relationships  in  international
locations.  In addition, Pennzoil 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 the specific problems of each international
location.
     If  these  steps are not completed successfully  in  a  timely
manner,  Pennzoil's operations and financial performance  could  be
adversely  affected  through  disruptions  in  operations.    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  results of Pennzoil for several reasons.   Most  of  the
renovation is being accomplished with upgrades to existing software
that  is  under maintenance contracts.  The implementation  of  the
major  IT 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 Pennzoil resources.  Costs for all  year
2000  activities are estimated to be less than $8  million.    This
estimate  does not include Pennzoil's potential share of year  2000
costs  that  may be incurred by partnerships and joint ventures  in
which the company participates but is not the operator.
     Pennzoil  has  a June 30, 1999 target readiness date  for  all
major  phases  of its year 2000 preparations.  Pennzoil'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 will be  made
based on this information.  Pennzoil expects to be fully ready  for
the new millenium.
     Readers   are   cautioned   that  forward-looking   statements
contained  in  this year 2000 update should be read in  conjunction
with  the company's disclosures under the heading: "Forward-Looking
Statements - Safe Harbor Provisions".

Discontinued Operations

     After-tax  earnings  from  discontinued  operations  for   the
quarter  and nine months ended September 30, 1998 were $9.4 million
and  $33.6  million, respectively.  This compares to $13.9  million
and $32.8 million, respectively, for the same periods in 1997. Taxes
on  earnings from discontinued operations for the quarter and  nine
months ended September 30, 1998 were $6.9 million and $24.5 million,
respectively.   This compares to $10.3 million and  $24.4  million,
respectively,  for the same periods in 1997.  Revenue  included  in
discontinued  operations  for the quarter  and  nine  months  ended
September  30,  1998  was  $474.9  million  and  $1,417.3  million,
respectively.   This  compares  to  $515.7  million  and   $1,545.0
million, respectively, for the same periods in 1997.

Forward-Looking Statements - Safe Harbor Provisions

     This quarterly report on Form 10-Q of Pennzoil Company for the
quarter  ended  September 30, 1998 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
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.

<PAGE>
<PAGE>  15
            PART I.  FINANCIAL INFORMATION - continued

      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;  commodity prices for natural gas and  crude  oil;  the
effect   of   weather  on  natural  gas  demand  and   consumption;
competition  for  international  drilling  rights;  the  costs   of
exploration  and  development  of petroleum  reserves;  exploration
risks;  political  risks  impacting  exploration  and  development;
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 proceedings.

<PAGE>
<PAGE>  16

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

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

<CAPTION>
                                                                      Three Months Ended                Nine Months Ended
                                                                         September 30                     September 30
                                                                 ----------------------------      ----------------------------
                                                                    1998             1997             1998             1997
                                                                 -----------      -----------      -----------      -----------
                                                                             (Dollar amounts expressed in thousands)
<S>                                                              <C>              <C>              <C>              <C>
REVENUES
   Oil and Gas                                                   $  127,017       $  210,703       $  445,973       $  641,718
   Other                                                            238,295           15,694          259,565           23,636
                                                                 -----------      -----------      -----------      -----------
        Total revenues                                           $  365,312       $  226,397       $  705,538       $  665,354
                                                                 ===========      ===========      ===========      ===========


OPERATING INCOME (LOSS)
   Oil and Gas                                                   $  (77,900)      $   67,689       $  (22,224)      $  243,975
   Other                                                            236,831           14,944          257,704           24,971
                                                                 -----------      -----------      -----------      -----------
        Total operating income                                      158,931           82,633          235,480          268,946

Corporate administrative expense                                     26,769            8,019           41,704           21,243
Interest charges, net                                                40,094           39,839          119,523          118,653
                                                                 -----------      -----------      -----------      -----------
Income before income tax                                             92,068           34,775           74,253          129,050

Income tax provision                                                 33,249           10,898           21,084           42,562
                                                                 -----------      -----------      -----------      -----------
INCOME FROM CONTINUING OPERATIONS
   BEFORE EXTRAORDINARY ITEM                                         58,819           23,877           53,169           86,488
DISCONTINUED OPERATIONS, NET OF TAX                                   9,442           13,947           33,579           32,763
                                                                 -----------      -----------      -----------      -----------
INCOME BEFORE EXTRAORDINARY ITEM                                     68,261           37,824           86,748          119,251
EXTRAORDINARY ITEM, NET OF TAX                                     (205,549)          (2,575)        (205,549)          (2,575)
                                                                 -----------      -----------      -----------      -----------
NET INCOME (LOSS)                                                $ (137,288)      $   35,249       $ (118,801)      $  116,676
                                                                 ===========      ===========      ===========      ===========


RATIO OF EARNINGS TO COMBINED FIXED CHARGES
   AND PREFERRED STOCK DIVIDENDS                                                                         1.53             2.05
                                                                                                   ===========      ===========
</TABLE>


<PAGE>
<PAGE>  17

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

<CAPTION>
                                                                    Three Months Ended                   Nine Months Ended
                                                                       September 30                        September 30
                                                               ------------------------------      ------------------------------
                                                                   1998              1997              1998              1997
                                                               ------------      ------------      ------------      ------------
<S>                                                            <C>               <C>               <C>               <C>
OPERATING DATA
--------------

CONTINUING OPERATIONS:
----------------------

OIL AND GAS
  Net production
    Crude oil, condensate and natural
      gas liquids (barrels per day)                                53,671            59,938            54,225            58,807
    Natural gas produced for sale (Mcf per day)                   434,200           619,364           471,599           586,709

  Weighted average prices
    Crude oil, condensate and natural
      gas liquids (per barrel)                                 $     9.79        $    15.55        $    11.07        $    16.77
    Natural gas (per Mcf)                                      $     1.91        $     2.09        $     2.04        $     2.25

DISCONTINUED OPERATIONS:
------------------------

MOTOR OIL & REFINED PRODUCTS
  Sales (barrels per day)
    Gasoline and naphtha                                           24,804            18,807            23,751            19,015
    Distillates and gas oils                                       26,218            24,073            25,877            26,479
    Lubricating oil and other specialty products                   29,500            25,014            26,847            23,932
    Residual fuel oils                                              1,691             1,284             3,046             1,962
    Penreco specialty products <F1>                                 4,090             5,243             4,166             5,268
                                                               -----------       -----------       -----------       -----------
       Total sales (barrels per day)                               86,303            74,421            83,687            76,656
                                                               ===========       ===========       ===========       ===========

  Raw materials processed
      (barrels per day) <F2>                                       74,426            63,245            72,047            64,891

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

FAST LUBE OPERATIONS
  Domestic systemwide sales (in thousands)                     $  209,961        $  199,002        $  610,402        $  572,566
  Same center sales (in thousands)                             $  199,630        $  197,682        $  578,204        $  569,163
  Centers open (U.S.)                                               1,574             1,476             1,574             1,476



<FN>
<F1>  Represents PPG's proportional share of Penreco sales for 1998 and 100% of PPG's
      specialty sales in 1997.
<F2>  Includes Pennzoil's 50% ownership in Excel Paralubes.
</FN>

</TABLE>

<PAGE>
<PAGE>  18
            PART II. OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits -

      3  By-laws of Pennzoil Company, as amended through September
         23, 1998.

     12  Computation of Ratio of Earnings to Combined Fixed Charges
         and Preferred Stock Dividends for the  nine  months  ended
         September 30, 1998 and 1997.

     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 COMPANY
                                      Registrant




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




November 12, 1998