UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                    Washington,  D.C.  20549



                            FORM 10-Q
       Quarterly Report Pursuant to Section 13 or 15(d) of
               the Securities Exchange Act of 1934


For the Quarter Ended March 31, 1999 Commission File No. 1-5591


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


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


                  Pennzoil Place, P.O. Box 4616
                   Houston, Texas  77210-4616
             (Address of principal executive offices)



 Registrant's telephone number, including area code:  (713) 546-
                              6000


     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  for 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, April 30, 1999:

     Common stock, par value $0.83-1/3 per share, 47,950,086
shares.
      Preferred  stock,  par  value $1.00  per  share,  1,500,000
shares.


<PAGE>
<PAGE>  2
                               PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
----------------------------
<TABLE>
                                    PENNZENERGY COMPANY
                         CONDENSED CONSOLIDATED STATEMENT OF INCOME
                                        (UNAUDITED)
<CAPTION>
                                                                  Three Months Ended March 31
                                                                  ----------------------------
                                                                     1999             1998
                                                                  -----------      -----------
                                                                    (Expressed in thousands
                                                                    except per share amounts)
<S>                                                               <C>              <C>
REVENUES
   Natural gas sales                                              $   69,428       $   93,819
   Crude oil, condensate and natural gas liquids sales                45,885           60,061
   Investment and other income, net                                   11,163           18,484
                                                                  -----------      -----------
    Total revenues                                                   126,476          172,364
COSTS AND EXPENSES
   Operating expense                                                  46,643           52,723
   General and administrative expense                                  8,972            8,848
   Depreciation, depletion and amortization                           68,141           55,597
   Exploration expense                                                13,118           12,675
   Taxes, other than income                                            6,901            7,962
   Interest charges, net                                              30,560           39,187
                                                                  -----------      -----------
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAX                    (47,859)          (4,628)
Income tax benefit                                                   (19,114)          (4,976)
                                                                  -----------      -----------
INCOME (LOSS) FROM CONTINUING OPERATIONS                             (28,745)             348
INCOME FROM DISCONTINUED OPERATIONS, NET OF TAX                         -               9,311
                                                                  -----------      -----------
NET INCOME (LOSS)                                                    (28,745)           9,659
Preferred stock dividends                                              2,434             -
                                                                  -----------      -----------
NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS                $  (31,179)      $    9,659
                                                                  ===========      ===========

BASIC AND DILUTED INCOME (LOSS) PER SHARE
   Continuing operations                                          $    (0.65)      $     0.01
   Discontinued operations                                               -               0.19
                                                                  -----------      -----------
TOTAL BASIC AND DILUTED INCOME (LOSS) PER SHARE                   $    (0.65)      $     0.20
                                                                  ===========      ===========
AVERAGE SHARES OUTSTANDING
   Basic                                                              47,888           47,593
                                                                  ===========      ===========
   Diluted                                                            47,888           48,402
                                                                  ===========      ===========
END OF PERIOD SHARES OUTSTANDING                                      47,925           47,654
                                                                  ===========      ===========
DIVIDENDS PER COMMON SHARE                                        $   0.0625       $     0.25
                                                                  ===========      ===========
<FN>
<F1>
See Notes to Condensed Consolidated Financial Statements.
</FN>
</TABLE>


<PAGE>
<PAGE>  3
                        PART I. FINANCIAL INFORMATION - continued

<TABLE>
                                    PENNZENERGY COMPANY
                 CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
                                        (UNAUDITED)
<CAPTION>
                                                                  Three Months Ended March 31
                                                                  ----------------------------
                                                                     1999             1998
                                                                  -----------      -----------
                                                                    (Expressed in thousands)
<S>                                                               <C>              <C>

NET INCOME (LOSS)                                                 $  (28,745)      $    9,659
                                                                  -----------      -----------

Unrealized gains on marketable securities, net of tax                 26,383              402
Foreign currency translation adjustment and other                       (119)            (876)
                                                                  -----------      -----------
                                                                      26,264             (474)
                                                                  -----------      -----------
COMPREHENSIVE INCOME (LOSS)                                       $   (2,481)      $    9,185
                                                                  ===========      ===========
<FN>
<F1>
See Notes to Condensed Consolidated Financial Statements.
</FN>
</TABLE>






<PAGE>
<PAGE>  4

                                  PART I. FINANCIAL INFORMATION - continued

<TABLE>
                                             PENNZENERGY COMPANY
                                    CONDENSED CONSOLIDATED BALANCE SHEET
                                                 (UNAUDITED)
<CAPTION>
                                                                              March 31,           December 31,
                                                                                1999                  1998
                                                                            -------------        -------------
                                                                                 (Expressed in thousands)
<S>                                                                         <C>                   <C>
                                                  ASSETS

Current assets
   Cash and cash equivalents                                                $      15,908        $      20,439
   Receivables                                                                     69,951               71,553
   Crude oil and natural gas inventories                                            4,495                4,818
   Materials and supplies                                                          12,700               12,354
   Deferred income tax                                                             10,300               10,300
   Other current assets                                                            10,910                8,955
                                                                            -------------        -------------
        Total current assets                                                      124,264              128,419

Property, plant and equipment, net                                              1,640,894            1,658,734
Marketable securities and other investments                                       639,752              598,462
Other assets                                                                       26,238               31,471
                                                                            -------------        -------------

TOTAL ASSETS                                                                $   2,431,148        $   2,417,086
                                                                            =============        =============

                                   LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
   Accounts payable and accrued liabilities                                 $     100,207        $     127,495
   Interest accrued                                                                35,940               26,093
   Other current liabilities                                                       25,417               24,889
                                                                            -------------        -------------
        Total current liabilities                                                 161,564              178,477
                                                                            -------------        -------------
Long-term debt
   Exchangeable debentures                                                        739,810              739,258
   Other long-term debt                                                           852,353              797,951
                                                                            -------------        -------------
        Total long-term debt                                                    1,592,163            1,537,209
                                                                            -------------        -------------
Deferred income tax                                                               161,282              167,253
Other liabilities                                                                  90,475               99,362
                                                                            -------------        -------------
TOTAL LIABILITIES                                                               2,005,484            1,982,301
                                                                            -------------        -------------
COMMITMENTS AND CONTINGENCIES

MINORITY INTEREST                                                                  40,852               43,696

SHAREHOLDERS' EQUITY                                                              384,812              391,089
                                                                            -------------        -------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                  $   2,431,148        $   2,417,086
                                                                            =============        =============
<FN>
<F1>
See Notes to Condensed Consolidated Financial Statements.
</FN>
</TABLE>



<PAGE>
<PAGE>  5


                                     PART I. FINANCIAL INFORMATION - continued

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

                                                                                      Three Months Ended March 31
                                                                                   ---------------------------------
                                                                                      1999                  1998
                                                                                   -----------           -----------
                                                                                        (Expressed in thousands)
<S>                                                                                <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                                                $  (28,745)           $    9,659
  Adjustments to reconcile net income (loss) to net
    cash provided by (used in) operating activities:
      Depreciation, depletion and amortization                                         68,141                55,597
      Dry holes and impairments                                                           836                 5,033
      Deferred income tax                                                             (19,125)               (3,691)
      Income from discontinued operations, net of tax                                    -                   (9,311)
      Other non-cash items                                                             (1,014)                1,919
      Changes in operating assets and liabilities                                     (11,619)              (71,660)
                                                                                   -----------           -----------
  Net cash provided by (used in) operating activities                                   8,474               (12,454)
                                                                                   -----------           -----------

CASH FLOWS FROM INVESTING ACTIVITIES
  Capital expenditures                                                                (51,858)             (117,266)
  (Purchases) sales of marketable securities and other
    investments, net                                                                      (65)               14,132
  Proceeds from sales of assets                                                         6,433                30,700
  Other investing activities                                                          (11,182)               (3,454)
                                                                                   -----------           -----------
  Net cash used in investing activities                                               (56,672)              (75,888)
                                                                                   -----------           -----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Issuance of notes payable, net                                                       54,310               102,197
  Debt repayments                                                                        -                 (343,000)
  Proceeds from issuance of debt                                                         -                  360,000
  Dividends paid                                                                       (7,861)              (11,899)
  Other financing activities                                                           (2,782)                3,003
                                                                                   -----------           -----------
  Net cash provided by financing activities                                            43,667               110,301
                                                                                   -----------           -----------

NET CASH USED IN DISCONTINUED OPERATIONS                                                 -                  (16,515)


NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                   (4,531)                5,444

CASH AND CASH EQUIVALENTS, beginning of period                                         20,439                 9,462
                                                                                   -----------           -----------
CASH AND CASH EQUIVALENTS, end of period                                           $   15,908            $   14,906
                                                                                   ===========           ===========

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

<PAGE>
<PAGE>  6

           PART I. FINANCIAL INFORMATION - continued

                       PENNZENERGY COMPANY
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           (UNAUDITED)


(1)  General -

      The  condensed  consolidated financial statements  included
herein  have been prepared by PennzEnergy Company ("PennzEnergy")
without  audit  and  should  be  read  in  conjunction  with  the
financial   statements  and  the  notes   thereto   included   in
PennzEnergy's  latest  annual report.   The  foregoing  financial
statements  include  only  normal  recurring  accruals  and   all
adjustments  which  PennzEnergy 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  December 30, 1998, PennzEnergy, formerly named Pennzoil
Company,  distributed to its shareholders (the  "Spin-off")  47.8
million  shares  of common stock of its wholly  owned  subsidiary
Pennzoil-Quaker   State   Company   ("Pennzoil-Quaker    State"),
representing all of the shares of Pennzoil-Quaker State owned  by
PennzEnergy.
    Accordingly,  Pennzoil-Quaker State's results  of  operations
are  shown net of tax as discontinued operations in PennzEnergy's
condensed consolidated statement of income prior to the Spin-off.
After-tax  income from discontinued operations, taxes  on  income
from   discontinued   operations,   and   revenues   related   to
discontinued operations for the quarter ended March 31, 1998 were
$9.3 million, $7.3 million and $373.4 million, respectively.

 (3)        New  Accounting Standards -

      In  March 1998, the American Institute of Certified  Public
Accountants  issued   Statement of  Position  ("SOP")  No.  98-1,
"Accounting  for  the  Costs of Computer  Software  Developed  or
Obtained  for  Internal Use."  The adoption of SOP  No.  98-1  on
January  1, 1999 did not have a material impact on  PennzEnergy's
results of operations.
      In  June  1998,  the Financial Accounting  Standards  Board
("FASB")  issued  Statement  of  Financial  Accounting  Standards
("SFAS")  No.  133,  "Accounting for Derivative  Instruments  and
Hedging  Activities."   SFAS No. 133 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.  Changes in  fair  value  must  be
recognized currently in earnings unless specific hedge accounting
criteria  are  met.   Accounting  for  qualifying  hedges  allows
derivative  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
currently  expected  to be 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 PennzEnergy's  financial
position or results of operations.

(4)         Debt -

     PennzEnergy has two series of exchangeable debentures.  Each
4.90%  Debenture and 4.95% Debenture is exchangeable into  9.3283
shares  of Chevron Corporation ("Chevron") common stock,  matures
on August 15, 2008 and is not callable until August 15, 2000. The
4.90% Debentures and the 4.95% 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, PennzEnergy  may,  at  its
option,  pay to any holder an amount in cash equal to the  market
value  of  the  underlying Chevron common stock  to  satisfy  the
<PAGE>
<PAGE>  7

           PART I. FINANCIAL INFORMATION - continued

exchange  request.   Changes  in the  fair  value  of  the  4.90%
Debentures  and the 4.95% Debentures associated with fluctuations
in  the  price of Chevron common stock will be recorded in income
if  and  when  the market value of the underlying Chevron  common
stock exceeds $107.20 per share.
     PennzEnergy's $200 million of 9.625% Debentures due November
1999  and  $54.3  million  borrowed  under  variable-rate  credit
arrangements  are  classified  as  long-term  debt   based   upon
availability   of  committed  long-term  credit   facilities   to
refinance such amounts and PennzEnergy's intent to maintain  such
commitments in excess of one year.

(5)         Earnings Per Share -

     Earnings  per  share  computations to  reconcile  basic  and
diluted income (loss) from continuing operations consist  of  the
following:



<TABLE>
                                                        Three Months Ended
                                                             March 31
                                                   ----------------------------
                                                      1999             1998
                                                   -----------      -----------
                                                      (Expressed in thousands
                                                      except per share amounts)
<S>                                                <C>              <C>
Income (loss) from continuing operations           $  (28,745)      $      348

Less:  Preferred stock dividend                         2,434             -
                                                   -----------      -----------
Income (loss) from continuing operations available
  to common shareholders                           $  (31,179)      $      348
                                                   ===========      ===========
Basic weighted average shares outstanding              47,888           47,593

Effect of dilutive securities <F1>:
          Options                                        -                 661
          Awards                                         -                 148
                                                   -----------      -----------
Diluted weighted average shares outstanding            47,888           48,402
                                                   ===========      ===========
Income (loss) per share from continuing operations:
  Basic                                            $    (0.65)      $     0.01
                                                   ===========      ===========
  Diluted                                          $    (0.65)      $     0.01
                                                   ===========      ===========
<FN>
<F1> A weighted average number of options to  purchase  4,649,718 shares
     of common stock and awards of 123,996  shares of  common stock were
     outstanding for the three months ended  March 31, 1999 but were not
     included in the computation of diluted loss per share because these
     options and awards  would  result  in  an  antidilutive  per  share
     amount.  A weighted average number of options to purchase 2,948,091
     shares  of  common  stock  were  outstanding  for  the three months
     ended March 31, 1998 but were not included in  the  computation  of
     diluted income  per  share  because  the  options'  exercise prices
     were greater than the average market price of the common shares.
</FN>
</TABLE>

(6)  Related Party Transactions -

     As a result of the Spin-off, PennzEnergy and Pennzoil-Quaker
State have an arrangement to share certain corporate administrative
services for a  period  of up to  one year  after the date of the
Spin-off.  Fees are paid based upon actual costs of providing these
services.

<PAGE>
<PAGE>  8

           PART I. FINANCIAL INFORMATION - continued

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

Results of  Operations

      PennzEnergy  reported a net loss of $28.8 million  for  the
quarter  ended  March 31, 1999, compared to net  income  of  $9.7
million  for  the  quarter ended March 31, 1998. After  preferred
dividends of $2.4 million, basic earnings per share for the first
quarter of 1999 was a loss of $.65 per share.  Basic earnings per
share  for  the  first quarter of 1998 was  $.20  per  share  and
included  $9.3  million,  or  $.19  per  share,  of  income  from
discontinued operations.  Reference is made to Note 2 of Notes to
Condensed Consolidated Financial Statements.
      Excluding  discontinued operations, the decrease  in  first
quarter  1999 pretax income from the first quarter of  the  prior
year   is   primarily  due  to  lower  realized  prices,   higher
depreciation, depletion and amortization ("DD&A") rates and lower
natural gas production volumes.
      Compared  to the first quarter of 1998, first quarter  1999
realized natural gas prices decreased 40 cents per thousand cubic
feet  ("Mcf"),  from $2.07 to $1.67, and realized liquids  prices
were down $2.91 per barrel, from $12.44 to $9.53.
     Natural  gas  production  for  the  first  quarter  of  1999
averaged 460 million cubic feet ("MMcf") per day compared to  500
MMcf  per  day  in  the first quarter of 1998.  The  decrease  is
primarily  due  to production declines offshore at  West  Cameron
580.   Liquids production for the first quarter of 1999  averaged
53,500  barrels per day, approximately 150 barrels per day  lower
than  1998.   On  a  barrel  of  oil  equivalent  ("boe")  basis,
production declined from 136,900 boe per day in the first quarter
of 1998 to 130,200 boe per day in 1999.
      Operating  costs,  including corporate overheads,  averaged
$5.34  per boe during the first quarter of 1999 compared to $5.64
per  boe  in  the  first quarter of 1998.   Total  operating  and
general  and administrative expenses were $6.0 million  lower  in
the first quarter of 1999 than in the first quarter of 1998.  The
reduction  was  primarily  due  to lower  offshore  workover  and
platform repair expenses.  In addition, taxes, other than income,
were approximately $1.1 million lower during the quarter compared
to the first quarter of the prior year primarily due to lower oil
and gas prices.
      In  the  first  quarter  of 1999, PennzEnergy  announced  a
workforce  reduction  program.  The program will  continue  until
June 4, 1999 and, when complete, will result in the severance  of
106 employees.  PennzEnergy is also reducing its total contractor
workforce  by approximately 200  before the end of the  year.   A
$3.5  million  reserve is now in place to cover costs  associated
with the program.  The workforce reduction program is expected to
reduce future costs and expenses by approximately $18 million  on
an annual basis.
     DD&A rates increased from $4.51 per boe in the first quarter
of  1998 to $5.82 per boe during the first quarter of 1999.  This
increase was primarily due to negative oil and gas proved reserve
revisions at year-end 1998.
     Capital expenditures for the first quarter of 1999 were  $52
million,  $65  million  below the first  quarter  of  1998.   The
decrease  in capital spending during 1999 was primarily a  result
of lower domestic offshore and international spending in response
to lower commodity prices.
     Onshore  domestically, PennzEnergy is currently  focused  on
accelerating exploration and development of its assets  in  south
Louisiana,  south  Texas  and the Raton Basin  while  working  to
preserve  capital  and  reduce overall risk.  At  the  same  time
PennzEnergy  is  emphasizing low-cost,  low-risk  production  and
reserves enhancement on its developed properties.
<PAGE>
<PAGE>  9

           PART I. FINANCIAL INFORMATION - continued

     PennzEnergy participated in two successful exploration wells
at  Redfish Point and Patterson in south Louisiana in  the  first
quarter of 1999, with a 50% working interest in each well.  These
wells  extended the productive limits of two separate fields  and
production  began  in second quarter 1999.  A  third  exploratory
well,  at  Tiger  Pass in Plaquemines Parish on  the  Mississippi
Delta, resulted in a dry hole, with a partner paying 100% of  the
drilling costs.  Seismic acquisition is underway at PennzEnergy's
15,000-acre Quarantine Bay Field area.  During 1999,  185  square
miles  of  3-D  seismic data will be added to the  current  south
Louisiana   database  (574  square  miles)  through  trades   and
purchases.
     In south Texas, at Jennings Ranch, a Wilcox test resulted in
a  dry  hole in the first quarter of 1999 with a promoted partner
bearing most of the expense. In the central Texas Wilcox Trend, 3-
D  seismic  is  currently being shot and will be delivered  later
this  year covering PennzEnergy's 23,000 acre Ray Ranch  area  in
Bee, Goliad and Karnes counties.
     In the Carthage-Bethany area of northeast Texas, PennzEnergy
is currently operating a three-rig drilling program.  PennzEnergy
spudded 11 development wells during the first quarter of 1999 and
another 34 are scheduled for the remainder of the year.   All  of
the  wells drilled in this area during the first quarter of  1999
have been successful.
    On March 22, 1999, PennzEnergy announced a joint venture with
Sonat   Exploration,  Inc.  ("Sonat")  to  develop  the   mineral
interests  underlying  the Vermejo Park Ranch  in  northeast  New
Mexico and southern Colorado.  PennzEnergy will initially hold  a
25%  working interest in the joint venture but will increase  its
working  interest to 50% as the project progresses.   PennzEnergy
will  also  retain a 25% royalty interest.  Sonat will  bear  all
pipeline-related  capital expenditures and will  pay  up  to  $10
million  to  PennzEnergy in progress bonuses.  The joint  venture
will  initially be operated by Sonat with PennzEnergy taking over
operations  as  its working interest increases.  PennzEnergy  and
Sonat expect to drill a minimum of 35 wells in 1999, 80 wells  in
2000  and  150  wells per year thereafter, until the  project  is
complete.    The   coal   bed  methane   reserve   potential   on
PennzEnergy's  acreage is estimated to be at least  one  trillion
cubic feet of recoverable gas reserves.
     Offshore  domestically,  PennzEnergy  is  working  to  lower
overall  capital costs and operating expenses.  PennzEnergy  also
plans  to  remain  active in offshore lease sales  and  acquiring
seismic data in order to build an inventory of prospects for  the
future.
     PennzEnergy is developing the Garden Banks 161 discovery  as
a  two-well subsea facility.  PennzEnergy currently holds  a  35%
working  interest  and is operator of the block.   Production  is
expected  by the end of the year at a rate of net 5,000  boe  per
day.    A  third party  will fund part of PennzEnergy's share  of
the  development  expenses.   The Minerals  Management  Service's
decision on a royalty relief application is pending.
     During the first quarter, PennzEnergy drilled an exploration
well funded 100% by a third party at High Island 156 (50% working
interest).   The  well encountered the geologic column  expected,
but  no  commercial hydrocarbons were present  in  the  objective
sands.
     PennzEnergy executed a production development agreement with
Halliburton Energy Services in the first quarter of 1999 to drill
one  well  and  perform five recompletions  on  Ship  Shoal  198.
PennzEnergy  will  be carried on all activities  and  Halliburton
will  bear the expenses of the development and recover its  costs
through  production.   The  program,  which  commenced   at   the
beginning  of  the second quarter, is expected to  result  in  an
increase in production of a net 10.5 MMcf per day by year-end.
     PennzEnergy  was high bidder on five blocks in Central  Gulf
of  Mexico Lease Sale 172 in March 1999 and expects to be awarded
the  leases  during the second quarter of 1999.  PennzEnergy  bid
$1.4  million  for the five blocks located on the shelf  and  the
flex  trend in less than 1,000' water depths. PennzEnergy expects
to  be  active in the Western Gulf of Mexico Lease Sale in August
1999.
<PAGE>
<PAGE>  10

           PART I. FINANCIAL INFORMATION - continued

     Operations are continuing on the Shell-operated Garden Banks
127/128  Enchilada/Chimichanga field.   The  A-9  well  has  been
completed  and  is  currently testing 14 MMcf  per  day  and  730
barrels  of  condensate  per day.  A  fifth  well,  the  A-8,  is
currently  drilling.  PennzEnergy has a 20% working  interest  in
this  subsalt field in 670 feet of water.  Total gross production
from the field is currently 80 MMcf per day and 3,500 barrels  of
liquids per day.
     PennzEnergy has implemented several initiatives designed  to
reduce  operating and overhead expenses offshore,  including  the
consolidation of its Lafayette, Louisiana office to  Houston  and
realignment of the offshore division along functional lines.
       Internationally,  on  March  10,  PennzEnergy   signed   a
participation agreement with Petroleo Brasileiro, SA (Petrobras),
the   national  oil  company  of  Brazil,  providing  for   joint
exploration  of  Block  BSeal  4  in  the  Sergipe-Alagoas  Basin
offshore Brazil.  PennzEnergy has a 30% working interest  in  the
block  and  will serve as operator.  Approval from the  Brazilian
government  naming PennzEnergy as operator is  expected  in  May.
PennzEnergy  expects to begin a 380 square kilometer 3-D  seismic
acquisition  program  in 1999 to be able to  drill  a  commitment
exploratory well in 2000.
     In  the North July field in Egypt, PennzEnergy (100% working
interest)  is completing a plan of development to submit  to  the
Egyptian  General Petroleum Corporation ("EGPC") by  early  June.
Negotiations  are ongoing with BP/Amoco to route this  production
through their facilities on the "July 10" platform.  On the  West
Beni  Suef  concession,  PennzEnergy is  continuing  its  seismic
acquisition  program with the first exploratory well planned  for
early 2000.
     Offshore  Qatar,  PennzEnergy  (75%  working  interest)  has
completed the acquisition of 200 square kilometers of 3-D seismic
on  the Block 8 concession.  The seismic data will be interpreted
this year and a commitment exploratory well is planned for 2000.
     PennzEnergy   initiated  its  drilling   program   in   Lake
Maracaibo,  Venezuela  in March 1999.  It  currently  has  a  54%
working interest in block B2X-68/79 and a 45% working interest in
block  B2X-70/80.  The program calls for the  drilling  of  seven
infill development wells,  some of which will be deepened to test
exploration  targets.   At  the end of  the  first  quarter,  net
production in Venezuela averaged 3,100 barrels of oil per day.
     In   April  1999,  the  Azerbaijan  International  Operating
Company  ("AIOC"),  in  which  PennzEnergy  has  a  4.8%  carried
interest, delivered its first oil shipment from the Azeri-Chirag-
Gunashli  (ACG) joint development area via the new western  route
pipeline through Azerbaijan and Georgia to the Black Sea.   Daily
oil  production  at  ACG averaged 92,000 barrels  for  the  first
quarter  of 1999 and is expected to average approximately  97,000
barrels  per  day for the rest of 1999.  Production is  currently
limited  by the gas handling facilities on the Chirag-1 platform.
During  the  first quarter, PennzEnergy received $3.6 million  in
net   additional  payments  for  reimbursement  of   past   costs
associated with a gas utilization project for the Gunashli Field.
These  proceeds were recorded as a gain on sale.   An  additional
net $1.3 million has been received in the second quarter of 1999.

Other

      PennzEnergy's  investment and other  income,  net  for  the
quarter  ended  March 31, 1999 includes dividend income  of  $4.3
million  from its investment in Chevron common stock compared  to
$10.9  million  for the quarter ended March 31, 1998.   In  1998,
PennzEnergy  sold or exchanged approximately 10.7 million  shares
of Chevron common stock in conjunction with an exchange offer for
its exchangeable debentures.
      Net  interest expense for the first quarter of 1999 totaled
$30.6  million compared to $39.2 million during the first quarter
of  1998.  The decrease in interest expense was primarily due  to
the reduction of debt associated with the early extinguishment of
6.5%  and  4.75%  exchangeable debentures  and  the  spin-off  of
Pennzoil-Quaker State in 1998.

<PAGE>
<PAGE>  11

           PART I. FINANCIAL INFORMATION - continued

Capital Resources and Liquidity

      Cash Flow.  As of March 31, 1999, PennzEnergy had cash  and
cash equivalents of $15.9 million.  During the three months ended
March 31, 1999, cash and cash equivalents decreased $4.5 million.
PennzEnergy's  cash  flow  from  operations  before  changes   in
operating  assets  and liabilities and cash  exploration  expense
totaled $32.4 million for the three months ended March 31,  1999,
compared  to $66.8 million for the three months ended  March  31,
1998.
       Debt   Instruments  and  Repayments.    Borrowings   under
PennzEnergy's  variable-rate credit  arrangements  totaled  $54.3
million as of March 31, 1999, which has been classified as  long-
term  debt  along  with  $200 million of  9.625%  Debentures  due
November  1999 based upon the availability of committed long-term
credit  facilities  to refinance such amounts  and  PennzEnergy's
intent  to  maintain  such commitments in  excess  of  one  year.
PennzEnergy had no outstanding borrowings under its $500  million
committed revolving credit facility at March 31, 1999.
      Derivative  Instruments.  During  April  1999,  PennzEnergy
entered  into swaps to hedge 18,000 barrels of crude oil per  day
for  May  and  June 1999 at an average of $17.26 per  barrel  and
$17.15   per  barrel,  respectively.   In  addition,  PennzEnergy
entered into swaps to hedge approximately 165 MMcf of natural gas
per  day for May and June 1999 at an average of $2.21 per Mcf and
$2.25  per  Mcf,  respectively.  PennzEnergy  also  entered  into
collar  transactions for 19 MMcf per day of natural gas  for  May
and  June 1999.  The collar transactions fixed a minimum  natural
gas price of $2.16 per Mcf for the two month period and a maximum
price  of $2.30 per Mcf and $2.38 per Mcf for May and June  1999,
respectively.  PennzEnergy did not hedge any of its crude oil  or
natural gas production in the first quarter of 1999.

Year 2000

      PennzEnergy  has  completed a review of  its  key  computer
systems  and  has identified a number of systems  that  would  be
affected  by  the  year  2000 compliance issue.   PennzEnergy  is
undertaking or has completed conversions or upgrades of these non-
compliant  financial,  operating, human  resources,  payroll  and
seismic   data  systems.   The  only  conversions  and   upgrades
remaining are for seismic data systems and a billing system for a
retail  gas operation, which are targeted for completion  by  the
end  of  August  1999  or  sooner, after compliant  upgrades  are
received  from  the  vendors.  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 second 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 was completed by the  end  of  the  first
quarter  of  1999.  The only system replacements that  have  been
accelerated  to remedy non-compliance are some of the PennzEnergy
voicemail  systems  and security systems.  No  major  information
technology  ("IT") projects have been deferred due to  year  2000
compliance issues.  Contingency planning has started for  the  IT
systems  during  the first quarter of 1999 and  includes  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.
<PAGE>
<PAGE>  12

           PART I. FINANCIAL INFORMATION - continued

      PennzEnergy 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 installations, 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  PennzEnergy'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 millennium or are still found to
be non-compliant after the millennium, 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.
      PennzEnergy  is contacting key suppliers, banks,  customers
and other unaffiliated companies that have business relationships
with  PennzEnergy to assess their year 2000 compliance  programs.
PennzEnergy 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, PennzEnergy has
implemented  internal  procedures  to  respond  cooperatively  to
inquiries from regulatory agencies and other businesses about its
year 2000 program.
      As with most companies, PennzEnergy anticipates more issues
arising from international business partners, especially  in  the
banking, utility, shipping and governmental segments. PennzEnergy
is currently reviewing all banking relationships in international
locations.   In addition, PennzEnergy 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, PennzEnergy'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 PennzEnergy 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 PennzEnergy  resources.
Costs for all year 2000 activities are estimated to be less  than
$8   million.   This  estimate  does  not  include  PennzEnergy'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.
<PAGE>
<PAGE>  13

           PART I. FINANCIAL INFORMATION - continued

      PennzEnergy has a June 30, 1999 target readiness  date  for
all  major  phases of its year 2000 preparations.   PennzEnergy'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.  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."

Forward-Looking Statements - Safe Harbor Provisions

      This  quarterly report on Form 10-Q of PennzEnergy for  the
quarter  ended  March  31, 1999 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, PennzEnergy 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.
     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;
unanticipated   environmental   liabilities;   changes   in   and
compliance  with governmental regulations; changes in  tax  laws;
and the cost and effects of legal proceedings.
<PAGE>
<PAGE>  14





Item 6.  Exhibits and Reports on Form 8-K

(a)   Exhibits -

      12  Computation of Ratio of Earnings to Combined Fixed
      Charges and Preferred Stock Dividends for the three
      months ended March 31, 1999 and 1998.

      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>  15
                            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.




                                   PENNZENERGY COMPANY
                                        Registrant




                                   S/N Malcolm R. Rae
                                   Malcolm R. Rae
                                   Controller




May 13, 1999