<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 30,1997  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, October 31, 1997:

     Common stock, par value $0.83-1/3 per share, 47,486,431
shares.



<PAGE>
<PAGE>  2

                                              PART I. FINANCIAL INFORMATION

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

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

                                                                       Three Months Ended                 Nine Months Ended
                                                                          September 30                      September 30
                                                                  ----------------------------      ----------------------------
                                                                     1997             1996             1997             1996
                                                                  -----------      -----------      -----------      -----------
                                                                        (Expressed in thousands except per share amounts)
<S>                                                               <C>              <C>              <C>              <C>
REVENUES                                                          $  658,939       $  653,688       $1,956,295       $1,877,609

COSTS AND EXPENSES
   Cost of sales                                                     347,989          360,013        1,077,154        1,071,762
   Selling, general and administrative expenses                      100,641           88,432          278,854          257,979
   Depreciation, depletion and amortization                           77,406           68,727          214,757          207,726
   Exploration expenses                                               18,791            8,306           41,110           30,014
   Taxes, other than income                                           12,392           13,688           37,255           41,035
   Interest charges, net                                              42,708           43,585          120,988          137,952
                                                                  -----------      -----------      -----------      -----------
INCOME BEFORE INCOME TAX                                              59,012           70,937          186,177          131,141

Income tax provision                                                  21,188            5,812           66,926           25,704
                                                                  -----------      -----------      -----------      -----------
INCOME BEFORE EXTRAORDINARY ITEM                                      37,824           65,125          119,251          105,437

EXTRAORDINARY ITEM                                                    (2,575)            -              (2,575)            -
                                                                  -----------      -----------      -----------      -----------

NET INCOME                                                        $   35,249       $   65,125       $  116,676       $  105,437
                                                                  ===========      ===========      ===========      ===========

EARNINGS PER SHARE
  Before Extraordinary Item                                       $      .80       $     1.40       $      2.53      $     2.27
  Extraordinary Item                                                    (.05)            -                 (.05)           -
                                                                  -----------      -----------      ------------     -----------

EARNINGS PER SHARE                                                $      .75       $     1.40       $      2.48      $     2.27
                                                                  ===========      ===========      ===========      ===========

DIVIDENDS PER COMMON SHARE                                        $      .25       $      .25       $      .75       $      .75
                                                                  ===========      ===========      ===========      ===========

AVERAGE SHARES OUTSTANDING                                            47,208           46,494           47,002           46,445
                                                                  ===========      ===========      ===========      ===========
END OF PERIOD SHARES OUTSTANDING                                      47,382           46,518           47,382           46,518
                                                                  ===========      ===========      ===========      ===========

<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>
                                                                            September 30,         December 31,
                                                                                1997                  1996
                                                                            -------------        -------------
                                                                                 (Expressed in thousands)
<S>                                                                         <C>                   <C>
ASSETS

Current assets
   Cash and cash equivalents                                                $      29,724        $      34,383
   Receivables                                                                    215,500              250,328
   Inventories
     Crude oil and natural gas                                                     25,989               24,365
     Motor oil and refined products                                               181,963              147,554
   Deferred income tax                                                             14,309               20,834
   Other current assets                                                            60,123               60,128
                                                                            -------------        -------------
Total current assets                                                              527,608              537,592

Property, plant and equipment, net                                              2,501,354            2,318,084
Marketable securities and other investments                                       953,489              955,182
Other assets                                                                      317,652              313,396
                                                                            -------------        -------------

TOTAL ASSETS                                                                $   4,300,103        $   4,124,254
                                                                            =============        =============

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
   Current maturities of long-term debt                                     $       2,433        $       1,181
   Accounts payable and accrued liabilities                                       235,443              274,618
   Interest accrued                                                                47,596               30,827
   Other current liabilities                                                       90,053               86,321
                                                                            -------------        -------------
Total current liabilities                                                         375,525              392,947

Long-term debt                                                                  2,271,809            2,217,806
Deferred income tax                                                               273,801              241,791
Other liabilities                                                                 290,269              302,635
                                                                            -------------        -------------
TOTAL LIABILITIES                                                               3,211,404            3,155,179
                                                                            -------------        -------------
COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY                                                            1,088,699              969,075
                                                                            -------------        -------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                  $   4,300,103        $   4,124,254
                                                                            =============        =============
<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
                                                                                   ---------------------------------
                                                                                      1997                  1996
                                                                                   -----------           -----------
                                                                                        (Expressed in thousands)
<S>                                                                                <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                                                       $  116,676            $  105,437
  Adjustments to reconcile net income to net cash
    provided by operating activities:
      Depreciation, depletion and amortization                                        214,757               207,726
      Dry holes and impairments                                                        19,441                 5,240
      Deferred income tax                                                              40,089                14,805
      Non-cash and other nonoperating items                                            22,303                (9,474)
      Change in operating assets and liabilities                                      (36,447)               16,516
                                                                                   -----------           -----------
  Net cash provided by operating activities                                           376,819               340,250
                                                                                   -----------           -----------

CASH FLOWS FROM INVESTING ACTIVITIES
  Capital expenditures                                                               (403,441)             (400,815)
  Purchases of marketable securities and other investments                           (431,394)             (433,716)
  Proceeds from sales of marketable securities and other
    investments                                                                       437,031               443,469
  Proceeds from sales of assets                                                        15,850               463,360
  Other investing activities                                                          (43,298)               (3,214)
                                                                                   -----------           -----------
  Net cash provided by (used in) investing activities                                (425,252)               69,084
                                                                                   -----------           -----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds (repayments) of notes payable, net                                          60,328              (167,755)
  Debt and capital lease obligation repayments                                     (1,177,441)           (1,419,731)
  Proceeds from issuance of debt                                                    1,165,000             1,222,206
  Dividends paid                                                                      (35,272)              (34,839)
  Other financing activities                                                           31,159                   252
                                                                                   -----------           -----------
  Net cash provided by (used in) financing activities                                  43,774              (399,867)
                                                                                   -----------           -----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                   (4,659)                9,467


CASH AND CASH EQUIVALENTS, beginning of period                                         34,383                23,615
                                                                                   -----------           -----------

CASH AND CASH EQUIVALENTS, end of period                                           $   29,724            $   33,082
                                                                                   ===========           ===========

<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  February  1997, the  Financial Accounting  Standards  Board
("FASB")   issued  Statement  of  Financial  Accounting   Standards
("SFAS")   No.  128,  "Earnings Per Share," which  establishes  new
standards  for  computing and presenting earnings per  share.   The
provisions  of the statement are effective for fiscal years  ending
after  December 15, 1997.  If the provisions of SFAS  No.  128  had
been  adopted in the first nine months of 1997 and 1996, basic  and
diluted earnings per share would not have been materially different
from primary and fully diluted earnings per share, respectively, as
calculated  in accordance with Accounting Principles Board  Opinion
No. 15.
    In  June  1997,  the  FASB  issued SFAS   No.  130,  "Reporting
Comprehensive  Income," which establishes standards  for  reporting
and  display of comprehensive income and its components in  a  full
set   of   general-purpose  financial  statements.   The  statement
requires (a) classification of items of other comprehensive  income
by  their  nature in a financial statement and (b) display  of  the
accumulated  balance  of other comprehensive income  separate  from
retained  earnings  and additional paid-in capital  in  the  equity
section  of  a statement of financial position.  SFAS  No.  130  is
effective for fiscal years beginning after December 15, 1997.
    In  June  1997, the FASB  also issued 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.  SFAS No. 131 is  effective
for fiscal years beginning after December 15, 1997.

(3) Sale of Canadian Oil and Gas Interest -

    Pennzoil  announced  on October 30, 1997 that it had agreed  to
sell  its interest in a natural gas joint venture in the Zama/Virgo
region  of northwest Alberta, Canada to Phillips Petroleum  Company
("Phillips").   Phillips  will  pay  $104  million  ($145   million
Canadian)  for  Pennzoil's 50 percent interest in the  natural  gas
joint  venture.  Pennzoil expects to record a pretax  gain  on  the
sale  of approximately $71 million when the anticipated transaction
closes  in  December 1997.  As of December 31, 1996,  Pennzoil  had
proved reserves of 88 billion cubic feet equivalent in Canada.



<PAGE>
<PAGE>  6

                PART I. FINANCIAL INFORMATION - continued

(4) Accounts Receivable -

    In September 1996, Pennzoil Receivables Company, a wholly owned
special  purpose subsidiary of Pennzoil, entered into a receivables
sales  facility,  which provides for the ongoing  sales  of  up  to
$135.0   million   of  accounts  receivable  of  certain   Pennzoil
subsidiaries.   In  September 1997, the  facility  was  amended  to
extend  the  expiration  date of the facility  to  September  1998.
Accounts  receivable  sold  under  this  agreement  totaled  $135.0
million  as  of September 30, 1997.  Pennzoil used the proceeds  to
reduce outstanding debt.  Fees associated with the sale of accounts
receivable  totaled $1.8 million and $6.0 million for  the  quarter
and nine months ended September 30, 1997, respectively.

(5) Debt -

    In April 1997, Pennzoil redeemed $38.5 million principal amount
of  indebtedness  consisting of all of  Pennzoil's  outstanding  9%
debentures  due 2017.  The purchase premium and related unamortized
discount  and debt issue costs relating to the redemption  resulted
in  an after-tax charge of $1.3 million, or $.03 per share, in  the
second  quarter  of 1997.  In the third quarter of 1997,  the  $1.3
million was reclassified as an extraordinary charge.
    Through  the  nine  months ended September 30,  1997,  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.  Pennzoil
recorded an after-tax extraordinary charge of $1.3 million associated
with the exchanges based on the difference between the face value of
the debt and the market value of the Chevron common stock.
     The exchangeable 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 equal to the market value of the  Chevron
common  stock  at  the time the exchange request is  received.   If
Pennzoil  delivers  Chevron common stock to  satisfy  an  exchange,
Pennzoil records an extraordinary charge for the extinguishment  of
debt  and  an  ordinary gain on the sale of Chevron  common  stock.
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  a separate component of shareholders'  equity  as
required under SFAS No. 115, "Accounting for Certain Investments in
Debt  and  Equity Securities."  Under SFAS No. 130, Pennzoil  would
reflect the increase in the unrealized gain as a component of other
comprehensive income.

(6) Union Pacific Resources' Unsolicited Tender Offer -

    As  of  the  date hereof, Union Pacific Resources Group  Inc.
("UPR")  has  a pending tender offer (the "Offer") to purchase  all
outstanding  shares of Pennzoil common stock at a price  of  $84.00
per share in cash.
    The  Offer,  which  is   subject  to  numerous  conditions  and
uncertainties,  including  eliminating the  effects  of  Pennzoil's
shareholder  rights plan as applied to the Offer,  will  expire  on
November 24, 1997, unless extended.
    On November 11, 1997, UPR announced that it would terminate the
Offer  on  November 17, 1997 unless, among other  things,  Pennzoil
entered  into  good faith negotiations with UPR.  On  November  11,
1997,  Pennzoil  announced that it had no plans to  negotiate  with
UPR.


<PAGE>
<PAGE>  7

                PART I. FINANCIAL INFORMATION - continued

(7) 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 1997.  Pennzoil will constantly review and may alter  its
hedged positions as conditions change.

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

Results of Operations

    Net income  for the quarter and nine months ended September 30,
1997  was $35.2 million, or $.75 per share, and $116.7 million,  or
$2.48  per  share, respectively.  This compares with net income  of
$65.1  million, or $1.40 per share, for the third quarter  of  1996
and  $105.4 million, or $2.27 per share, for the nine months  ended
September 30, 1996.  Net income for the quarter ended September 30,
1997 included extraordinary charges of $2.6 million, net of tax, or
$.05  per  share  associated  with the early  retirement  of  debt.
Results  for  the  third quarter of 1996 included a  $41.3  million
pretax  gain on the sale of certain real estate and a $19.1 million
tax benefit resulting from the sale of Canadian oil and gas assets.
Excluding  these  items, the increase in earnings for  the  quarter
ended September 30, 1997, compared to the same period in 1996,  was
primarily  due  to  higher results in the  motor  oil  and  refined
products  segment, higher realized natural gas prices,  and  higher
natural  gas  and  liquids  production volumes.   The  increase  in
earnings for the nine months ended September 30, 1997, compared  to
the prior year, was primarily attributable to higher results in the
oil  and gas and motor oil and refined products segments and  lower
interest expense.

<PAGE>
<PAGE>  8

                PART I. FINANCIAL INFORMATION - continued

Oil and Gas

    Operating  income  from this segment for the quarter  and  nine
months  ended  September  30, 1997 was  $67.7  million  and  $244.0
million,  respectively.   This compares with  operating  income  of
$60.7  million  and  $175.5  million, respectively,  for  the  same
periods  in 1996.  The increase in operating income for the quarter
ended September 30, 1997, compared to the same period in 1996,  was
primarily  due  to  increased natural gas  and  liquids  production
volumes  and  higher realized prices for natural  gas  and  liquids
partially offset by higher exploration expense which resulted  from
increased drilling activity in the Gulf of Mexico.  The increase in
operating  income  for the nine months ended  September  30,  1997,
compared  to the same period in 1996, was primarily due  to  higher
realized prices for natural gas and liquids, lower other taxes  and
lower  general  and  administrative expenses  partially  offset  by
higher exploration expense.
    Natural  gas  price  realizations averaged $2.09  per  thousand
cubic feet ("Mcf") and $2.25 per Mcf, respectively, for the quarter
and nine months ended September 30, 1997, compared to $1.80 per Mcf
and  $1.81  per  Mcf, respectively, for the same periods  in  1996.
Liquids  price realizations averaged $15.55 per barrel  and  $16.77
per  barrel  for  the quarter and nine months ended  September  30,
1997,  compared to $14.85 per barrel, for the same periods in 1996.
Natural gas volumes produced for sale were 619.4 million cubic feet
("MMcf")  per  day  and 586.7 MMcf per day, respectively,  for  the
quarter and nine months ended September 30, 1997, compared to 599.6
MMcf  per  day and 596.0 MMcf per day, respectively, for  the  same
periods  in  1996.  Liquids production volumes were  59.9  thousand
barrels ("Mbbls") per day and 58.8 Mbbls per day, respectively, for
the  quarter and nine months ended September 30, 1997, compared  to
58.4  Mbbls per day and 61.3 Mbbls per day, respectively,  for  the
same periods in 1996.
    In  August  1997,  Pennzoil  filed a  petition  with  the  West
Virginia  Public  Service Commission to sell its utility  division,
along  with  certain other noncore oil and gas properties  in  West
Virginia,  to  Gasco Distribution System, Inc.  for  $8.5  million.
Until  the  West Virginia Public Service Commission application  is
approved,  Pennzoil  will continue to operate  the  properties  and
natural gas utility.
    Also  during August 1997, Pennzoil was the high bidder on 9 out
of 17 blocks in the western Gulf of Mexico federal offshore oil and
gas  lease  sale.  The blocks are located in water  depths  ranging
from 50 to 3,000 feet.  Pennzoil has a 100 percent working interest
in eight of the blocks and 50 percent in one block bid jointly with
Enterprise  Oil  Gulf of Mexico, Inc., subject to approval  by  the
Minerals Management Service.  Pennzoil's share of the high bids was
$4.0 million.
    Internationally,  Pennzoil  is currently drilling several wells
in  the Caspian Sea, Australia and Qatar.  In the Caspian Sea,  the
KPS-1  well  on  the  Karabakh block continues  drilling  at  3,691
meters. Pennzoil has a 30 percent working interest in Karabakh.  On
October  10,  1997, Pennzoil confirmed that natural  gas  had  been
encountered  after  drilling had reached 3,470 meters.   Additional
natural gas shows have been encountered after drilling deeper,  and
drilling  continues toward additional prospective horizons.   KPS-1
is  expected to reach target depth of approximately 3,850 meters in
1997.


<PAGE>
<PAGE>  9

                PART I. FINANCIAL INFORMATION - continued

    At the nearby  Azeri-Chirag-Gunashli  ("ACG") joint development
area,  where Pennzoil has a 4.8 percent carried interest, the first
development  well  to be drilled off of the Chirag-1  platform  has
been completed after reaching total depth of 2,938 meters.  The ACG
joint  development area is estimated to contain  over  4.7  billion
barrels of crude oil.  First crude oil production began on November
7, 1997, with sales of crude expected to begin in the first quarter
of  1998.  The international consortium developing this area, known
as  AIOC, plans to drill one more development well in 1997 and  six
wells in 1998.
    In  Australia,  the WR-4  exploration  well on  Whicher  Range,
where  Pennzoil  has  44 percent working interest,  reached  target
depth of 4,575 meters on October 24, 1997.  Pennzoil is waiting  on
equipment in order to complete the WR-4 well and is preparing to re-
enter  the WR-1 well.  In Qatar, the PQ-3 exploration well on Block
8  (75%  Pennzoil working interest) began drilling on  October  17,
1997 with a target depth of 2,800 meters.
    In Canada,  Pennzoil  announced on October 30, 1997 that it had
agreed  to sell its interest in a natural gas joint venture in  the
Zama/Virgo  region  of  northwest  Alberta,  Canada  to   Phillips.
Phillips  will  pay  $104  million  ($145  million  Canadian)   for
Pennzoil's  50  percent interest in the natural gas joint  venture.
Pennzoil  expects  to  record  a  pretax  gain  on  the   sale   of
approximately  $71 million when the anticipated transaction  closes
in  December  1997.  As of December 31, 1996, Pennzoil  had  proved
reserves of 88 billion cubic feet equivalent in Canada.

Motor Oil & Refined Products

    Operating  income  from this segment for the quarter  and  nine
months  ended  September  30,  1997 was  $32.3  million  and  $71.2
million, respectively.  This compares to operating income  of  $9.5
million  and $39.7 million, respectively, for the same  periods  in
1996.
    Earnings  for  the quarter and nine months ended September  30,
1997  were  up  significantly from the same periods last  year  due
primarily to the completion of two major refining projects, as well
as  higher  margins  for  industrial  specialties  products.  Total
domestic  lubricating product sales volume were up over 3%  in  the
third quarter of 1997 over the same period in 1996.  Pennzoil motor
oil  continues to be the nation's top selling motor oil with a U.S.
market  share  in  excess  of  21%.  These  positive  impacts  were
partially  offset by lower base oil margins and higher selling  and
advertising expenses.
    Excel  Paralubes,   Pennzoil's   lubrication   base  oil  plant
partnership  with  Conoco Inc. ("Conoco"),  completed  startup  and
operated at near capacity during the second quarter of 1997.  Third
quarter production was less than capacity due to an interruption in
feedstock  supply  caused by mechanical problems  in  a  supplier's
process units.  The problems have been corrected and production  is
expected to return to normal levels for the fourth quarter of 1997.
On  July  22,  1997,  the  partners  in  Excel  Paralubes  achieved
"financial  completion" of the lube base oil facilities  under  the
intercreditor  agreement.   With  financial  completion   obtained,
Pennzoil  Company's  guarantee  to Excel's  lenders  is  no  longer
required and has been terminated.


<PAGE>
<PAGE>  10

                PART I. FINANCIAL INFORMATION - continued

    The  fuels  upgrade project at the Shreveport refinery came on-
line in April 1997 and is building production toward design levels.
This project increases the utilization of the crude oil capacity as
well  as  upgrades the by-products from the existing  processes  to
higher  value  fuels  products.   As  a  result,  total  crude  oil
processed at Pennzoil's refineries increased over 1,200 barrels per
day  for  the  nine months ended September 30, 1997 over  the  same
period in 1996.
    The  additional  revenues  from these projects  were  partially
offset  by  lower base oil margins.  Base oil prices declined  with
the  extra  supply brought to the market from Excel  Paralubes  and
PetroCanada's new base oil facility.  Base oil margins with respect
to  West  Texas  Intermediate crude oil prices  averaged  $.46  per
gallon  for  the third quarter of 1997, compared to an  average  of
$.64 per gallon for the same period in 1996.
    On  October 1, 1997,  Pennzoil  signed the final agreement with
Conoco to form Penreco, a specialties joint venture.  Penreco  will
combine  Pennzoil's  white oil, petrolatum and  specialty  solvents
businesses with Conoco's solvents businesses. Pennzoil's PENRECO (R)
and MAGIE BROS (R) products are used in cosmetics, pharmaceuticals,
plastics, textiles, agricultural products, food  processing,  inks,
and  aluminum   rolling  oils.  Conoco's   Conosol (R) and  LVT (R)
products are sold primarily into the drilling fluids,  mining,  and
cleaning  products  markets,  and as carrier oils for many consumer
products.
    During  the  fourth  quarter of 1997, Pennzoil Products Company
acquired   the  assets  of  two  automotive  aftermarket   chemical
companies.  On October 15, 1997, Pennzoil purchased the  assets  of
Total  Action Automotive Products ("TAAP").  TAAP manufactures  and
markets  premium quality automotive appearance products,  including
Classic (R) car waxes and washes.  On November  4,  1997,  Pennzoil
purchased  the  marketing assets of Snap Automotive Products,  Inc.
("Snap").  Snap  products  include  Fix-A-Flat (R), the  number one
selling tire inflator in  the U.S.; Outlaw (R) fuel  additives; and
Snap (R) fuel additives and chemicals.

Franchise Operations

    The  franchise operations segment, which operates through Jiffy
Lube  International, Inc. ("Jiffy Lube"), recorded operating income
of  $7.6  million and $18.4 million, respectively, for the  quarter
and  nine  months  ended  September 30, 1997.  This  compares  with
operating  income of $6.2 million and $16.0 million,  respectively,
for  the same periods in 1996. The increase in operating income for
the  quarter and nine months ended September 30, 1997 was primarily
due  to  improved  company-operated  store  results  and  increased
royalty income.
    Systemwide  average  ticket   prices   for  the  quarter  ended
September  30,  1997 increased $0.53 to $35.58  and  for  the  nine
months  ended  September 30, 1997 increased $0.59 to  $35.74,  from
comparable periods in 1996.  There were 1,476 domestic lube centers
(including  561  Jiffy Lube company-operated centers)  open  as  of
September 30, 1997.
    In  the first nine months of 1997, Jiffy Lube has opened 96 new
centers.  As of September 30, 1997, there were 142 fast-oil  change
units  open  in  Sears Centers of which 110  are  company-operated.
Jiffy Lube is the largest fast oil change provider in the U.S. with
over 25 percent of the market.


<PAGE>
<PAGE>  11

                PART I. FINANCIAL INFORMATION - continued

Other

    Other  operating  income for the quarter and nine months  ended
September   30,   1997  was  $14.4  million  and   $26.9   million,
respectively, compared with $51.6 million and $77.4 million for the
same  periods in 1996.  The decrease in other operating income  for
the  quarter and nine months ended September 30, 1997, compared  to
the  same  periods in 1996, was primarily due to the $41.3  million
pretax  gain on the sale of certain real estate which was  included
in the third quarter 1996 results.
    Pennzoil's  other  income  includes dividend  income  of  $10.4
million  and  $30.8 million for the quarter and nine  months  ended
September  30,  1997, respectively, from its investment  in  common
stock  of  Chevron.  Pennzoil  beneficially owns  approximately  18
million shares of common stock of Chevron.
    Net  interest  expense  for the quarter and nine  months  ended
September  30,  1997  decreased $0.9  million  and  $17.0  million,
respectively, from the same periods in 1996 primarily due to  lower
borrowings and higher capitalized interest.

Corporate Administrative Expense

    Corporate  administrative  expense  for the  quarter  and  nine
months  ended  September  30,  1997 was  $20.2  million  and  $53.2
million,  respectively,  compared  with  $13.4  million  and  $39.5
million  for  the same periods in 1996.  The increase in  corporate
administrative  expense  for  the quarter  and  nine  months  ended
September  30,  1997,  compared to the same periods  in  1996,  was
primarily due to charges incurred in connection with the UPR Offer.
Reference  is  made  to  Note 6 of Notes to Condensed  Consolidated
Financial Statements.

Capital Resources and Liquidity

    Cash  Flow.  As  of  September 30, 1997, Pennzoil had cash  and
cash  equivalents of $29.7 million.  During the nine  months  ended
September  30,  1997,  cash  and cash  equivalents  decreased  $4.7
million.  Cash flows from operating activities for the nine  months
ended  September 30,1997 totaled $376.8 million compared to  $340.3
million for the same period in 1996.
    Accounts  Receivable.  In September  1996, Pennzoil Receivables
Company,  a  wholly owned special purpose subsidiary  of  Pennzoil,
entered  into a receivables sales facility, which provides for  the
ongoing  sales  of up to $135.0 million of accounts  receivable  of
certain Pennzoil subsidiaries.  In September 1997, the facility was
amended  to extend the expiration date of the facility to September
1998.  Accounts receivable sold under this agreement totaled $135.0
million  as  of September 30, 1997.  Pennzoil used the proceeds  to
reduce outstanding debt.  Fees associated with the sale of accounts
receivable  totaled $1.8 million and $6.0 million for  the  quarter
and nine months ended September 30, 1997, respectively.
    Debt  Instruments  and  Repayments.  In  April  1997,  Pennzoil
redeemed  $38.5 million principal amount of indebtedness consisting
of  all  of  Pennzoil's outstanding 9% debentures  due  2017.   The
purchase  premium and related unamortized discount and  debt  issue
costs relating to the redemption resulted in an after-tax charge of
$1.3 million, or $.03 per share, in the second quarter of 1997.  In
the third quarter of 1997, the $1.3 million was reclassified as  an
extraordinary charge.


<PAGE>
<PAGE>  12

                PART I. FINANCIAL INFORMATION - continued

    Through  the  nine  months  ended September 30,  1997,  certain
owners  of Pennzoil's exchangeable debentures requested to exchange
their  debentures for Chevron common stock, in accordance with  the
respective supplemental indentures.  Pennzoil recorded an after-tax
extraordinary charge of $1.3 million associated with the  exchanges
based on the difference between the face value of the debt and  the
market value of the Chevron common stock.
    Borrowings   under   Pennzoil's commercial paper and  variable-
rate credit  arrangements  totaled $388.4 million  as of  September
30, 1997, all of  which  has  been classified as long-term debt.



<PAGE>
<PAGE>  13

                                  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                 Nine Months Ended
                                                                         September 30                      September 30
                                                                 ----------------------------      ----------------------------
                                                                    1997             1996             1997             1996
                                                                 -----------      -----------      -----------      -----------
                                                                             (Dollar amounts expressed in thousands)
<S>                                                              <C>              <C>              <C>              <C>
REVENUES
   Oil and Gas                                                   $  210,703       $  186,797       $  641,718       $  566,097
   Motor Oil & Refined Products                                     441,493          426,475        1,327,541        1,258,141
   Franchise Operations                                              84,459           78,626          243,256          226,617
   Other                                                             14,543           55,352           23,551           90,640
   Intersegment sales                                               (92,259)         (93,562)        (279,771)        (263,886)
                                                                 -----------      -----------      -----------      -----------
        Total revenues                                           $  658,939       $  653,688       $1,956,295       $1,877,609
                                                                 -----------      -----------      -----------      -----------


OPERATING INCOME
   Oil and Gas                                                   $   67,689       $   60,715       $  243,975       $  175,522
   Motor Oil & Refined Products                                      32,302            9,459           71,153           39,667
   Franchise Operations                                               7,554            6,152           18,366           15,988
   Other                                                             14,420           51,609           26,903           77,411
                                                                 -----------      -----------      -----------      -----------
        Total operating income                                      121,965          127,935          360,397          308,588

Corporate administrative expenses                                    20,245           13,413           53,232           39,495
Interest charges, net                                                42,708           43,585          120,988          137,952
                                                                 -----------      -----------      -----------      -----------
Income before income tax                                             59,012           70,937          186,177          131,141

Income tax provision                                                 21,188            5,812           66,926           25,704
                                                                 -----------      -----------      -----------      -----------

INCOME BEFORE EXTRAORDINARY ITEM                                     37,824           65,125          119,251          105,437

EXTRAORDINARY ITEM                                                   (2,575)            -              (2,575)            -
                                                                 -----------      -----------      -----------      -----------

NET INCOME                                                       $   35,249       $   65,125       $  116,676       $  105,437
                                                                 ===========      ===========      ===========      ===========


RATIO OF EARNINGS TO FIXED CHARGES                                                                       2.17             1.76
                                                                                                   ===========      ===========
</TABLE>


<PAGE>
<PAGE>  14

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

<CAPTION>
                                                                    Three Months Ended                   Nine Months Ended
                                                                       September 30                        September 30
                                                               ------------------------------      ------------------------------
                                                                   1997              1996              1997              1996
                                                               ------------      ------------      ------------      ------------
<S>                                                            <C>               <C>               <C>               <C>
OPERATING DATA
--------------

OIL AND GAS
  Net production
    Crude oil, condensate and natural
      gas liquids (barrels per day)                                59,938            58,442            58,807            61,274
    Natural gas produced for sale (Mcf per day)                   619,364           599,615           586,709           595,967

  Weighted average prices
    Crude oil, condensate and natural
      gas liquids (per barrel)                                 $    15.55        $    14.85        $    16.77        $    14.85
    Natural gas (per Mcf)                                      $     2.09        $     1.80        $     2.25        $     1.81


MOTOR OIL & REFINED PRODUCTS
  Sales (barrels per day)
    Gasoline and naphtha                                           18,807            21,332            19,015            21,043
    Distillates and gas oils                                       24,073            25,984            26,479            26,711
    Lubricating oil and other specialty products                   30,257            24,638            29,200            23,768
    Residual fuel oils                                              1,284             4,221             1,962             4,120
                                                               -----------       -----------       -----------       -----------
          Total sales (barrels per day)                            74,421            76,175            76,656            75,642
                                                               ===========       ===========       ===========       ===========

  Crude oil processed
      (barrels per day)                                            54,320            54,330            54,540            53,302

  Crude oil refining capacity
      (barrels per day)                                            62,700            62,700            62,700            62,700

FRANCHISE OPERATIONS
  Domestic systemwide sales (in thousands)                     $  199,002        $  179,980        $  572,566        $  523,394
  Same center sales (in thousands)                             $  183,697        $  178,672        $  524,893        $  519,844
  Centers open (U.S.)                                               1,476             1,332             1,476             1,332





</TABLE>



<PAGE>
<PAGE>  15

                          PART II. OTHER INFORMATION






Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits -

       12   Computation of Ratio of Earnings to Fixed Charges for
            the nine months ended September 30, 1997 and 1996.

       27   Financial Data Schedule

(b)   Reports -

      No reports were filed on Form 8-K during the three months
      ended September 30, 1997.



<PAGE>
<PAGE>  16


                            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 13, 1997