<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 June 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 incorporation or organization)
              (I.R.S. Employer 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, July 31, 1997:

     Common stock, par value $0.83-1/3 per share, 47,190,592
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                  Six Months Ended
                                                                             June 30                           June 30
                                                                  ----------------------------      ----------------------------
                                                                     1997             1996             1997             1996
                                                                  -----------      -----------      -----------      -----------
                                                                        (Expressed in thousands except per share amounts)
<S>                                                               <C>              <C>              <C>              <C>
REVENUES                                                          $  648,357       $  636,580       $1,297,357       $1,223,921

COSTS AND EXPENSES
   Cost of sales                                                     373,293          371,654          729,165          711,749
   Selling, general and administrative expenses                       98,111           82,910          178,213          169,547
   Depreciation, depletion and amortization                           74,784           73,009          137,351          138,999
   Exploration expenses                                               12,279           11,863           22,319           21,708
   Taxes, other than income                                           11,751           13,605           24,863           27,347
   Interest charges, net                                              41,161           46,804           78,280           94,367
                                                                  -----------      -----------      -----------      -----------
INCOME BEFORE INCOME TAX                                              36,978           36,735          127,166           60,204

Income tax provision                                                  13,101           12,192           45,738           19,892
                                                                  -----------      -----------      -----------      -----------
NET INCOME                                                        $   23,877       $   24,543       $   81,428       $   40,312
                                                                  ===========      ===========      ===========      ===========

EARNINGS PER SHARE                                                $      .51       $      .53       $     1.74       $      .87
                                                                  ===========      ===========      ===========      ===========

DIVIDENDS PER COMMON SHARE                                        $      .25       $      .25       $      .50       $      .50
                                                                  ===========      ===========      ===========     ============

AVERAGE SHARES OUTSTANDING                                            46,971           46,447           46,888           46,420
                                                                  ===========      ===========      ===========      ===========
END OF PERIOD SHARES OUTSTANDING                                      47,031           46,466           47,031           46,466
                                                                  ===========      ===========      ===========      ===========

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

Current assets
   Cash and cash equivalents                                                 $     43,885         $     34,383
   Receivables                                                                    212,054              250,328
   Inventories
     Crude oil and natural gas                                                     20,419               24,365
     Motor oil and refined products                                               178,543              147,554
   Deferred income tax                                                             16,484               20,834
   Other current assets                                                            55,771               60,128
                                                                            -------------        -------------
Total current assets                                                              527,156              537,592

Property, plant and equipment, net                                              2,438,910            2,318,084
Marketable securities and other investments                                       953,181              955,182
Other assets                                                                      305,572              313,396
                                                                            -------------        -------------

TOTAL ASSETS                                                                 $  4,224,819         $  4,124,254
                                                                            =============        =============

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
   Current maturities of long-term debt                                      $      2,182         $      1,181
   Accounts payable and accrued liabilities                                       275,498              274,618
   Interest accrued                                                                30,051               30,827
   Other current liabilities                                                       77,206               86,321
                                                                            -------------        -------------
Total current liabilities                                                         384,937              392,947

Long-term debt                                                                  2,241,594            2,217,806
Deferred income tax                                                               265,477              241,791
Other liabilities                                                                 287,352              302,635
                                                                            -------------        -------------
TOTAL LIABILITIES                                                               3,179,360            3,155,179
                                                                            -------------        -------------
COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY                                                            1,045,459              969,075
                                                                            -------------        -------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                   $  4,224,819         $  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>

                                                                                           Six Months Ended
                                                                                                June 30
                                                                                   ---------------------------------
                                                                                      1997                  1996
                                                                                   -----------           -----------
                                                                                        (Expressed in thousands)
<S>                                                                                <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                                                       $   81,428            $   40,312
  Adjustments to reconcile net income to net cash
    provided by operating activities:
      Depreciation, depletion and amortization                                        137,351               138,999
      Dry holes and impairments                                                         9,231                 5,173
      Deferred income tax                                                              28,681                19,402
      Non-cash and other nonoperating items                                            22,270                17,590
      Change in operating assets and liabilities                                       (5,759)             (122,670)
                                                                                   -----------           -----------
  Net cash provided by operating activities                                           273,202                98,806
                                                                                   -----------           -----------

CASH FLOWS FROM INVESTING ACTIVITIES
  Capital expenditures                                                               (254,436)             (262,113)
  Purchases of marketable securities and other investments                           (272,980)             (302,042)
  Proceeds from sales of marketable securities and other
    investments                                                                       277,161               313,909
  Proceeds from sales of assets                                                        10,228               127,023
  Other investing activities                                                          (36,778)               (3,525)
                                                                                   -----------           -----------
  Net cash used in investing activities                                              (276,805)             (126,748)
                                                                                   -----------           -----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from notes payable, net                                                     43,622                27,489
  Debt and capital lease obligation repayments                                       (773,480)             (645,365)
  Proceeds from issuance of debt                                                      750,000               684,206
  Dividends paid                                                                      (23,465)              (23,214)
  Other financing activities                                                           16,428                  -
                                                                                   -----------           -----------
  Net cash provided by financing activities                                            13,105                43,116
                                                                                   -----------           -----------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                               9,502                15,174


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

CASH AND CASH EQUIVALENTS, end of period                                           $   43,885            $   38,789
                                                                                   ===========           ===========

<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 half 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  disclosures about products  and  services,
geographic  areas, and major customers.  SFAS No. 131 is  effective
for fiscal years beginning after December 15, 1997.

(3)  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.   The facility expires in September  1997.   Accounts
receivable sold under this agreement totaled $135.0 million  as  of
June  30,  1997.  Pennzoil used the proceeds to reduce  outstanding
debt.  Fees associated with the sale of accounts receivable totaled
$2.2  million and $4.2 million for the quarter and six months ended
June  30, 1997, respectively.  These fees are netted against  other
income.


<PAGE>
<PAGE>  6

                PART I. FINANCIAL INFORMATION - continued

(4)  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.

(5)  Union Pacific Resources' Unsolicited Tender Offer -

      On  June 23, 1997, Union Pacific Resources Group Inc. ("UPR")
announced  that  a  UPR  subsidiary  had  commenced  a  two-tiered,
partial  tender  offer  (the  "Offer")   for  just   over   half
of  Pennzoil's  shares  of common  stock  at  a  price
of  $84.00  per  share  in  cash  on  the  front-end.  UPR
also  announced  that  it  was  seeking  to negotiate a merger
(the  "Proposed Squeeze Out Merger" and, together with  the  Offer,
the "UPR Proposal") in which the remaining Pennzoil shares would be
converted into Common Stock of UPR ("UPR Common Stock").  Under the
UPR  Proposal,  the  number of shares of UPR Common  Stock  in  the
Proposed  Squeeze Out Merger would be determined, within a  pricing
collar  of  $25.00 to $30.00, by dividing $84.00 by the average  of
the  closing  prices  per  share of UPR Common  Stock  for  the  20
consecutive  trading days ending 5 days prior  to  any  meeting  of
Pennzoil  shareholders  called for the purpose  of  voting  on  the
Proposed Squeeze Out Merger.  If the average of the closing  prices
of UPR Common Stock during such 20-day period were less than $25.00
or greater than $30.00, the exchange ratio for the Proposed Squeeze
Out  Merger  would be fixed at 3.36 shares of UPR Common  Stock  or
2.80 shares of UPR Common Stock, respectively.
     On July 1, 1997, Pennzoil's Board of Directors determined that
the  UPR Proposal, including the Offer, was inadequate and  not  in
the  best interests of Pennzoil and its shareholders.  Accordingly,
Pennzoil's   Board   of   Directors   recommended   that   Pennzoil
shareholders reject the UPR Proposal and not tender their shares to
UPR pursuant to the Offer.
      In  its  recommendation to Pennzoil shareholders,  Pennzoil's
Board  of  Directors  cited, among other things:  (i)  the  Board's
belief that the UPR Proposal does not reflect the inherent value of
Pennzoil;  (ii)  the  Board's  belief  that  continued  pursuit  of
Pennzoil's  strategic  plan  will  produce   greater  value  for
Pennzoil  shareholders than the UPR Proposal;  (iii)  the  coercive
nature  of  UPR's  two-tiered, front-end  loaded  offer,  which  is
designed  to compel Pennzoil shareholders to tender into the  Offer
to  avoid  receiving UPR Common Stock in the Proposed  Squeeze  Out
Merger;  and  (iv) the "value" of the UPR Proposal is substantially
less  than $84.00 per share because of uncertainty of the value  of
the UPR Common Stock to be forced onto the Pennzoil shareholders in
the Proposed Squeeze Out Merger.
      The Board also reviewed the opinions of Lehman Brothers Inc.,
Evercore  Group  Inc. and J.P. Morgan Securities  Inc.,  Pennzoil's
financial  advisors,  that  the consideration  to  be  received  by
Pennzoil  shareholders pursuant to the UPR Proposal, including  the
Offer, is inadequate from a financial point of view.
      The  Offer,  which  is  subject to  numerous  conditions  and
uncertainties,  including  eliminating the  effects  of  Pennzoil's
shareholder rights plan as applied to the UPR Proposal, will expire
on September 24, 1997, unless extended.


<PAGE>
<PAGE>  7

                PART I. FINANCIAL INFORMATION - continued

(6)  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 six months ended June 30, 1997
was  $23.9 million, or $.51 per share, and $81.4 million, or  $1.74
per  share, respectively.  This compares with net income  of  $24.5
million,  or  $.53 per share, for the second quarter  of  1996  and
$40.3 million, or $.87 per share, for the six months ended June 30,
1996.   The  decrease in earnings for the second  quarter  of  1997
compared  to the prior year was primarily due to pretax charges  of
$10.0  million  associated with  the sale of PennUnion Energy
Services, L.L.C. ("PennUnion"), a natural gas marketing subsidiary,
$2.0 million on the early retirement of debt and $6.0 million
incurred in connection with the UPR Proposal (reference is made to
Note 5 of the Notes to Condensed Consolidated Financial Statements)
partially  offset by higher results in the motor  oil  and  refined
products  segment  and  higher realized  natural  gas  and  liquids
prices.  The increase in earnings for the six months ended June 30,
1997,  compared  to the prior year, was primarily  attributable  to
lower  interest expense and higher results in the oil and  gas  and
motor oil and refined products segments.


<PAGE>
<PAGE>  8

                PART I. FINANCIAL INFORMATION - continued

Oil and Gas

      Operating  income from this segment for the quarter  and  six
months  ended  June 30, 1997 was $69.1 million and $176.3  million,
respectively.  This compares with operating income of $65.5 million
and  $114.8  million, respectively, for the same periods  in  1996.
The  increase  in  operating income for both the  quarter  and  six
months ended June 30, 1997, compared to the same periods in  1996,
was  primarily  due to higher realized prices for natural  gas  and
liquids, lower general and administrative expenses and lower  other
taxes  partially offset by lower natural gas and liquids production
volumes.
     Natural  gas  price realizations averaged $1.98  per  thousand
cubic feet ("Mcf") and $2.34 per Mcf, respectively, for the quarter
and  six months ended June 30, 1997, compared to $1.83 per Mcf  and
$1.81 per Mcf, respectively, for the same periods in 1996.  Liquids
price realizations averaged $15.66 per barrel and $17.40 per barrel
for  the  quarter and six months ended June 30, 1997,  compared  to
$15.51 per barrel and $14.86 per barrel, respectively, for the same
periods in 1996.  Natural gas volumes produced for sale were  616.4
million  cubic  feet  ("MMcf") per day  and  570.1  MMcf  per  day,
respectively, for the quarter and six months ended June  30,  1997,
compared   to  628.5  MMcf  per  day  and  594.1  MMcf   per   day,
respectively,  for  the same periods in 1996.   Liquids  production
volumes were 62.8 thousand barrels ("Mbbls") per day and 58.2 Mbbls
per  day,  respectively, for the quarter and six months ended  June
30,  1997, compared to 65.0 Mbbls per day and 62.7 Mbbls  per  day,
respectively, for the same periods in 1996.
     In June 1997, Pennzoil agreed to sell most of its U.S. natural
gas  production to Columbia Energy Services Corp. for at least four
years at market prices.
     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.
     Pennzoil plans to drill four   international exploration wells
in the second  half  of  1997.  In  Azerbaijan,  Pennzoil  and  its
partners,  LUKoil   of   Russia, Agip   of  Italy  and  LUKAgip,  a
subsidiary  of  LUKoil  and  Agip,   began  drilling    the   first
exploration well on the Karabakh structure offshore Baku on  August
6,  1997.   Pennzoil  has a 30% interest in the Karabakh  prospect.
In Qatar, Pennzoil plans to drill two exploration wells on Block  8
(100%  Pennzoil)  during the second half of 1997 and  one  well  in
1998.  Pennzoil  is  actively pursuing a partner  to  join  in  the
drilling  of  these wells.  Also, during the second half  of  1997,
Pennzoil  will drill an exploration well in southwestern  Australia
on  the  EP  408 (Whicher Range) concession and will work  over  an
existing well.  Pennzoil has a 44% interest in the concession.
     Also in Azerbaijan, in the Azeri-Chirag-Gunashli ("ACG")  unit
where  Pennzoil  retains a 4.82% carried interest,  the  Azerbaijan
International  Operating Company ("AIOC") expects to deliver  first
oil  volumes to the pipeline in October 1997.


<PAGE>
<PAGE>  9

                PART I. FINANCIAL INFORMATION - continued

     In Venezuela, Pennzoil participated in the winning bids on two
blocks in Lake Maracaibo, which were  awarded in the third marginal
field  bid  round.  Pennzoil  will  have a 60% interest in the
B2X-68/79 block and  a  50%  interest in the  B2X-70/80 block.  The
operating  agreements with Lagoven, an affiliate  of  Petroleos  de
Venezuela  SA, covering both blocks were signed on July  28,  1997.
At  Pennzoil's  East  Falcon  block,  Pennzoil  is  finalizing  the
interpretation of a 3-D seismic shoot over the Cumarebo  Field  and
testing several wells in the La Vela Field.
      In Egypt, Repsol, as operator, drilled the SEGOS No. 1 well
in June 1997 on the Southeast Gulf of Suez Block (50% Pennzoil).
The well was noncommercial and was plugged and abandoned.
Pennzoil plans to drill four exploratory wells in Egypt in
1998.  Pennzoil, as operator, will drill two wells in the Southwest
Gebel el Zeit concession (87.5% Pennzoil) and one well in the North
July   Field  (100%  Pennzoil).   Pennzoil's  partner, IEOC,
a subsidiary of Agip, will also drill one well in the West Feiran
Field (50% Pennzoil).  All four wells are offshore in the Gulf of
Suez.

Motor Oil & Refined Products

      Operating  income from this segment for the quarter  and  six
months  ended  June 30, 1997 was $25.8 million and  $38.9  million,
respectively.   This compares to operating income of $15.8  million
and $30.2 million, respectively, for the same periods in 1996.
      Earnings from manufacturing operations for the quarter ended
June 30, 1997 were up significantly from the same period last year
due to the completion of two major refining projects, as well as
higher margins for industrial specialties products and lower staff
expenses.   These positive impacts were partially offset  by  lower
base oil margins.
       Excel  Paralubes,  Pennzoil's  lubricating  base  oil  plant
partnership  with  Conoco Inc. ("Conoco"),  completed  startup  and
operated  at near capacity during the second 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.
       The fuels upgrade project at the Shreveport refinery  came
on-line in April 1997 and is also  running close  to  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 2,100 barrels
per  day  for  the  quarter  ended June 30, 1997 over the  same
period in 1996.


<PAGE>
<PAGE>  10

                PART I. FINANCIAL INFORMATION - continued

      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 second quarter of 1997, compared to an average  of
$.68 per gallon for the same period in 1996.
      On July 10, 1997, Pennzoil signed an agreement with Conoco to
form  a  specialties  joint venture.  The  venture,  to  be  called
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.
       For  the  segment's  marketing  operations,  total  domestic
lubricating product sales were up 3% in the second quarter of  1997
over  the  same  period in 1996 and margins remained strong.  These
improvements  were partially offset by lower sales of Gumout  brand
fuel   additives  and  higher  selling  and  advertising  expenses.
Pennzoil  motor oil continues to be the nation's top  selling  motor
oil with a U.S. market share in excess of 21%.

Franchise Operations

     The franchise operations segment, which operates through Jiffy
Lube  International, Inc. ("Jiffy Lube"), recorded operating income
of  $6.3  million and $10.8 million, respectively, for the  quarter
and  six  months ended June 30, 1997. This compares with  operating
income of $5.3 million and $9.8 million, respectively, for the same
periods in 1996.  The increase in operating income for the  quarter
and  six  months ended June 30, 1997 was primarily  due  to  lower
expenses at company operated stores.
      Systemwide average  ticket prices for the quarter ended June,
30, 1997 increased $0.48 to $36.14 and for the six months ended
June  30,  1997 increased $0.63 to $35.83, from comparable
periods in 1996.  There were 1,441 domestic lube centers (including
550 Jiffy Lube company operated centers) open as of June 30, 1997.
      Jiffy  Lube plans to open approximately 150 centers  in
1997.   In  the first six months of 1997, Jiffy Lube has opened  61
new  centers.  As of June 30, 1997, there were 138 fast-oil change
units open in Sears Centers of which 104 are company operated.

Other

      Other  operating income (loss) for the quarter and six months
ended   June  30,  1997  was  ($3.2)  million  and  $12.5  million,
respectively, compared with $10.3 million and $25.8 million for the
same  periods in 1996.  The decrease in other operating income  for
the  quarter  and six months ended June 30, 1997, compared  to  the
same  periods in 1996, was primarily due to charges associated with
the sale of PennUnion and the early retirement of debt.
      Pennzoil's  other income includes dividend  income  of  $10.4
million and $20.2 million for the quarter and six months ended June
30,  1997,  respectively, from its investment in  common  stock  of
Chevron   Corporation  ("Chevron").   Pennzoil  beneficially   owns
approximately 18 million shares of common stock of Chevron.
     Net interest expense for the quarter and six months ended June
30,  1997  decreased $5.6 million and $16.1 million,  respectively,
from the same periods in 1996 primarily due to lower borrowing  and
higher capitalized interest.


<PAGE>
<PAGE>  11

                PART I. FINANCIAL INFORMATION - continued

Corporate Administrative Expense

      Corporate  administrative expense for  the  quarter  and  six
months  ended  June 30, 1997 was $19.9 million and  $33.0  million,
respectively, compared with $13.4 million and $26.1 million for the
same  periods  in  1996.  The increase in corporate  administrative
expense  for  the  quarter  and six months  ended  June  30, 1997,
compared  to the same periods in 1996, was primarily due to charges
incurred in connection with the UPR Proposal.  Reference is made to
Note 5 of the Notes to Condensed Consolidated Financial Statements.

Capital Resources and Liquidity

      Cash  Flow.  As of June 30, 1997, Pennzoil had cash and  cash
equivalents of $43.9 million.  During the six months ended June 30,
1997, cash and cash equivalents increased $9.5 million.  Cash flows
from  operating activities totaled $273.2 million during the  first
six months of 1997.

      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.  The facility expires in  September
1997.  Accounts receivable sold under this agreement totaled $135.0
million as of June 30, 1997.  Pennzoil used the proceeds to  reduce
outstanding  debt.   Fees  associated with  the  sale  of  accounts
receivable  totaled $2.2 million and $4.2 million for  the  quarter
and  six months ended June 30, 1997, respectively.  These fees  are
netted against other income.
    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 May 1997, Pennzoil entered into a revolving credit facility
with  a  group  of banks which provides for up to $600  million  of
unsecured  revolving credit borrowings through May 1998,  with  any
outstanding  borrowings at such time being converted  into  a  term
facility terminating in May 1999.  Pennzoil has the option, subject
to  the extension of additional credit by new or existing banks, to
increase  the size of the facility by $100 million.  This revolving
credit  facility  replaces and supersedes  the  previous  revolving
credit   facility  of  Pennzoil.  As of June  30, 1997, borrowings
totaled $125 million.
     Borrowings under Pennzoil's commercial paper and variable-rate
credit arrangements totaled $371.7 million as of June 30, 1997, all
of which has been classified as long-term debt.


<PAGE>
<PAGE>  12

                                      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                 Six Months Ended
                                                                           June 30                            June 30
                                                                 ----------------------------      ----------------------------
                                                                    1997             1996             1997             1996
                                                                 -----------      -----------      -----------      -----------
                                                                             (Dollar amounts expressed in thousands)
<S>                                                              <C>              <C>              <C>              <C>
REVENUES
   Oil and Gas                                                   $  204,274       $  204,218       $  431,015       $  379,300
   Motor Oil & Refined Products                                     453,095          438,517          886,048          831,666
   Franchise Operations                                              83,647           76,576          158,797          147,991
   Other                                                             (2,460)          13,330            9,009           35,288
   Intersegment sales                                               (90,199)         (96,061)        (187,512)        (170,324)
                                                                 -----------      -----------      -----------      -----------
        Total revenues                                           $  648,357       $  636,580       $1,297,357       $1,223,921
                                                                 -----------      -----------      -----------      -----------


OPERATING INCOME (LOSS)
   Oil and Gas                                                   $   69,107       $   65,484       $  176,286       $  114,807
   Motor Oil & Refined Products                                      25,802           15,780           38,851           30,208
   Franchise Operations                                               6,316            5,311           10,812            9,836
   Other                                                             (3,181)          10,315           12,484           25,802
                                                                 -----------      -----------      -----------      -----------
        Total operating income                                       98,044           96,890          238,433          180,653

Corporate administrative expenses                                    19,905           13,351           32,987           26,082
Interest charges, net                                                41,161           46,804           78,280           94,367
                                                                 -----------      -----------      -----------      -----------
Income before income tax                                             36,978           36,735          127,166           60,204

Income tax provision                                                 13,101           12,192           45,738           19,892
                                                                 -----------      -----------      -----------      -----------

NET INCOME                                                       $   23,877       $   24,543       $   81,428       $   40,312
                                                                ============     ============      ===========      ===========


RATIO OF EARNINGS TO FIXED CHARGES                                                                       2.19             1.51
                                                                                                   ===========      ===========
</TABLE>


<PAGE>
<PAGE>  13


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


<CAPTION>
                                                                    Three Months Ended                    Six Months Ended
                                                                         June 30                             June 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)                                62,781            65,009            58,232            62,706
    Natural gas produced for sale (Mcf per day)                   616,360           628,472           570,111           594,123

  Weighted average prices
    Crude oil, condensate and natural
      gas liquids (per barrel)                                 $    15.66        $    15.51        $    17.40        $    14.86
    Natural gas (per Mcf)                                      $     1.98        $     1.83        $     2.34        $     1.81


MOTOR OIL & REFINED PRODUCTS
  Sales (barrels per day)
    Gasoline and naphtha                                           20,696            21,177            19,120            20,898
    Distillates and gas oils                                       24,943            26,527            27,702            27,078
    Lubricating oil and other specialty products                   31,378            24,807            28,662            23,328
    Residual fuel oils                                              1,114             4,095             2,307             4,068
                                                               -----------       -----------       -----------       -----------
          Total sales (barrels per day)                            78,131            76,606            77,791            75,372
                                                               ===========       ===========       ===========       ===========

  Crude oil processed
     (barrels per day)                                             56,285            54,148            54,652            52,782

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

FRANCHISE OPERATIONS
  Domestic systemwide sales (in thousands)                     $  194,859        $  178,596        $  373,564        $  343,414
  Same center sales (in thousands)                             $  177,970        $  177,800        $  341,100        $  341,149
  Centers open (U.S.)                                               1,441             1,275             1,441             1,275





</TABLE>


<PAGE>
<PAGE>  14


                          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 six months ended June 30, 1997 and 1996

       27   Financial Data Schedule

(b)  Reports -

     During the second quarter of 1997, Pennzoil filed the
following Current Reports on Form 8-K with the Securities
and Exchange Commission:

   Date of Report            Items Reported

   July 11, 1997             Pennzoil's amendment of its By-laws.

   July 11, 1997             Information related to Union Pacific
                             Resources Group Inc. ("UPR")
                             unsolicited tender offer.  Reference
                             is made to Note 5 of the Notes to
                             Condensed Consolidated Financial
                             Statements.


<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.




                                   PENNZOIL COMPANY
                                      Registrant




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




August 12, 1997