<PAGE>
<PAGE>  1

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



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


For the Quarter Ended March 31, 1997 Commission File No. 1-5591


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


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


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



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


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

     Number of shares outstanding of each class of common stock, as
of latest practicable date, April 30, 1997:

     Common stock, par value $0.83-1/3 per share, 46,951,151
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
                                                                                March 31
                                                                      ----------------------------
                                                                         1997             1996
                                                                      -----------      -----------
                                                                         (Expressed in thousands
                                                                         except per share amounts)
<S>                                                                   <C>              <C>
REVENUES                                                              $  649,000       $  587,341

COSTS AND EXPENSES
   Cost of sales                                                         355,872          340,095
   Selling, general and administrative expenses                           80,102           86,637
   Depreciation, depletion and amortization                               62,568           65,990
   Exploration expenses                                                   10,040            9,845
   Taxes, other than income                                               13,112           13,742
   Interest charges, net                                                  37,118           47,563
                                                                      -----------      -----------
INCOME BEFORE INCOME TAX                                                  90,188           23,469

Income tax provision                                                      32,637            7,700
                                                                      -----------      -----------

NET INCOME                                                            $   57,551       $   15,769
                                                                      ===========      ===========

EARNINGS PER SHARE                                                    $     1.23       $     0.34
                                                                      ===========      ===========

DIVIDENDS PER COMMON SHARE                                            $     0.25       $     0.25
                                                                      ===========      ===========

AVERAGE SHARES OUTSTANDING                                                46,818           46,394
                                                                      ===========      ===========
END OF PERIOD SHARES OUTSTANDING                                          46,937           46,426
                                                                      ===========      ===========

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

<PAGE>
<PAGE>  3


                                  PART I. FINANCIAL INFORMATION - continued

<TABLE>
                                               PENNZOIL COMPANY
                                    CONDENSED CONSOLIDATED BALANCE SHEET
                                                 (UNAUDITED)
<CAPTION>
                                                                              March 31,           December 31,
                                                                                1997                  1996
                                                                            -------------        -------------
                                                                                 (Expressed in thousands)
<S>                                                                         <C>                   <C>
ASSETS

Current assets
   Cash and cash equivalents                                                 $     33,972         $     34,383
   Receivables                                                                    203,151              250,328
   Inventories
     Crude oil and natural gas                                                     23,068               24,365
     Motor oil and refined products                                               163,055              147,554
   Deferred income tax                                                             18,658               20,834
   Other current assets                                                            53,748               60,128
                                                                            -------------        -------------
Total current assets                                                              495,652              537,592

Property, plant and equipment, net                                              2,388,517            2,318,084
Marketable securities and other investments                                       952,634              955,182
Other assets                                                                      300,595              313,396
                                                                            -------------        -------------

TOTAL ASSETS                                                                 $  4,137,398         $  4,124,254
                                                                            =============        =============

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
   Current maturities of long-term debt                                      $      1,998         $      1,181
   Accounts payable and accrued liabilities                                       244,266              274,618
   Interest accrued                                                                48,300               30,827
   Other current liabilities                                                       82,460               86,321
                                                                            -------------        -------------
Total current liabilities                                                         377,024              392,947

Long-term debt                                                                  2,194,851            2,217,806
Deferred income tax                                                               258,417              241,791
Other liabilities                                                                 276,010              302,635
                                                                            -------------        -------------
TOTAL LIABILITIES                                                               3,106,302            3,155,179
                                                                            -------------        -------------
COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY                                                            1,031,096              969,075
                                                                            -------------        -------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                   $  4,137,398         $  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>

                                                                                          Three Months Ended
                                                                                                March 31
                                                                                   ---------------------------------
                                                                                      1997                  1996
                                                                                   -----------           -----------
                                                                                         (Expressed in thousands)
<S>                                                                                <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                                                       $   57,551            $   15,769
  Adjustments to reconcile net income to net cash
    provided by operating activities:
      Depreciation, depletion and amortization                                         62,568                65,990
      Dry holes and impairments                                                         2,416                 1,574
      Deferred income tax                                                              19,569                 6,370
      Non-cash and other nonoperating items                                             4,497                13,486
      Change in operating assets and liabilities                                       27,653               (69,761)
                                                                                   -----------           -----------
  Net cash provided by operating activities                                           174,254                33,428
                                                                                   -----------           -----------

CASH FLOWS FROM INVESTING ACTIVITIES
  Capital expenditures                                                               (114,378)             (127,663)
  Purchases of marketable securities and other investments                           (131,210)             (146,904)
  Proceeds from sales of marketable securities and other
    investments                                                                       135,940               159,516
  Proceeds from sales of assets                                                         5,620               121,556
  Other investing activities                                                          (49,823)               (5,815)
                                                                                   -----------           -----------
  Net cash provided by (used in) investing activities                                (153,851)                  690
                                                                                   -----------           -----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds (repayments) of notes payable, net                                         (19,596)              (79,046)
  Debt and capital lease obligation repayments                                       (304,296)             (303,116)
  Proceeds from issuance of debt                                                      300,000               370,000
  Dividends paid                                                                      (11,724)              (11,600)
  Other Financing Activities                                                           14,802                   -
                                                                                   -----------           -----------
  Net cash used in financing activities                                               (20,814)              (23,762)
                                                                                   -----------           -----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                     (411)               10,356


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

CASH AND CASH EQUIVALENTS, end of period                                           $   33,972            $   33,971
                                                                                   ===========           ===========

<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.

(2)  New  Accounting Standard -

     In  February 1997, the Financial Accounting Standards  Board
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  quarter 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.

(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  March 31, 1997.  Pennzoil used the  proceeds  to
reduce  outstanding  debt.   Fees associated  with  the  sale  of
accounts receivable totaled $1.9 million in the first quarter  of
1997 and are netted against other income.

(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  are  expected to result in  an  after-tax  charge  of
approximately  $1.3  million, or $.03 per share,  in  the  second
quarter of 1997.


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<PAGE>  6

                PART I. FINANCIAL INFORMATION - continued

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

Results of Operations

      Net  income for the quarter ended March 31, 1997 was  $57.6
million, or $1.23 per share, compared to $15.8 million,  or  $.34
per share, for the same period in 1996.  The increase in earnings
for  the  first quarter of 1997, compared to the prior year,  was
primarily attributable to higher crude oil and natural gas prices
in  the  oil  and gas segment and lower interest expense.   These
increases were partially offset by lower results in the motor oil
and refined products segment.

Oil and Gas

     Operating  income from this segment was $107.2 million  for
the quarter ended March 31, 1997, compared with $49.3 million for
the  same  period in 1996.  The increase in operating income  was
primarily   due   to  higher  natural  gas  and   liquids   price
realizations and lower operating expenses.  These increases  were
partially offset by lower natural gas and liquids volumes.
     Natural  gas price realizations averaged $2.77 per  thousand
cubic  feet  ("Mcf")  for the three months ended March  31,  1997
compared  to $1.79 per Mcf for the same period in 1996.   Natural
gas  volumes  produced for sale for the three months ended  March
31,  1997 were 523.3 million cubic feet ("MMcf") per day compared
to  559.8  MMcf  per day for the same period  in  1996.   Liquids
prices  averaged  $19.47 per barrel during the first  quarter  of
1997,  up  $5.32 per barrel from the comparable period  in  1996.
Liquids  production volumes were 53.6 thousand barrels  ("Mbbls")
per  day  for  the three months ended March 31, 1997 compared  to
60.4 Mbbls per day for the same period in 1996.  The decrease  in
natural gas and liquids volumes was primarily the result  of  the
disposition of noncore assets in 1996.
     Production   at  Pennzoil's West  Cameron  580  block,
located  in the Gulf of Mexico, resumed toward the end  of  first
quarter  1997 after experiencing mechanical problems in  December
1996.   Gross natural gas production from the two producing wells
in  the block is currently at approximately 155 MMcf per day,  or
about  115  MMcf per day net to Pennzoil.  In addition,  the  two
wells  currently produce about 7,500 barrels per day  of liquids,
or about 5,500 barrels per day net to Pennzoil.
     Internationally,  Pennzoil plans to drill  five  exploration
wells in 1997.  In Azerbaijan, Pennzoil and its partners, LUKoil,
AGIP and LUKAGIP, expect to drill the first exploration well  on
the  Karabakh structure offshore Baku in June 1997.  Pennzoil has
a 30% interest in the Karabakh prospect. In Qatar, Pennzoil plans
to  drill two exploration wells on Block 8 (100 percent Pennzoil)
during  the  second half of 1997.  In Egypt, Pennzoil and  Repsol
plan  to drill an exploration well on the Southeast Gulf of  Suez
block (50 percent Pennzoil) during the second half of 1997.  Also
during  the  second  half of 1997, Pennzoil  plans  to  drill  an
exploration  well in southwestern Australia on the Whicher  Range
concession (44 percent Pennzoil).


<PAGE>
<PAGE>  7

                PART I. FINANCIAL INFORMATION - continued

Motor Oil & Refined Products

     Operating income from this segment was $13.0 million for the
quarter ended March 31, 1997, compared with $14.4 million for the
same  period  in  1996.   The decrease in  operating  income  was
primarily due to lower refinery margins.
     Production at Excel Paralubes, a lube base oil plant
in  which Pennzoil and Conoco Inc.  are equal partners, commenced
in  the  first quarter of 1997.  After experiencing some  initial
mechanical difficulties, the lube base oil plant is now operating
near  capacity.  The upgrade of Pennzoil's Shreveport,  Louisiana
refinery  was completed in April 1997 with first product shipment
expected  in  May  1997.   The Shreveport refinery  upgrade  will
substantially increase fuels production at the facility.


Franchise Operations

     The  franchise operations segment recorded operating income
of  $4.5 million for the quarter ended March 31, 1997,  the  same
level  as  last year's first quarter.  Higher sales in the  first
quarter of 1997 were offset by start-up costs associated with the
growth in the number of centers since the first quarter of 1996.
     Systemwide sales reported on a comparable store  basis  for
the  three months ended March 31, 1997 increased $2.3 million  to
$163.6  million,  compared  with  the  first  quarter  of   1996.
Systemwide  average ticket prices increased  to  $35.49  for  the
quarter ended March 31, 1997, compared with $34.76 for the  first
quarter  of  1996.  There were 1,419 lube centers (including  555
Jiffy Lube company operated centers) open as of  March 31, 1997.
     In 1997, Jiffy Lube plans to open approximately 150 centers,
of which 90 will be in Sears Automotive Centers.  As of March 31,
1997,  there were 134 fast-oil change units open in Sears Centers
of which 100 are company operated.

Other

     Other operating income for the quarter ended March 31, 1997
was  $15.7  million,  compared with $15.5 million  for  the  same
period  in 1996. Pennzoil's other income includes dividend income
of $9.8 million  during the three months ended March 31,  1997
from its investment in common stock of Chevron Corporation.
     Net interest expense for the quarter ended March  31,
1997  decreased  $10.4  million from  the  same  period  in  1996
primarily   due   to  higher  capitalized  interest   and   lower
borrowings.


<PAGE>
<PAGE>  8

                PART I. FINANCIAL INFORMATION - continued

Capital Resources and Liquidity

     Cash Flow.  As of March 31, 1997, Pennzoil had cash and cash
equivalents  of  $34.0 million.  During the  three  months  ended
March  31,  1997, Pennzoil's cash and cash equivalents  decreased
$.4 million.  Cash flows from operating activities totaled $174.3
million during the first quarter 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 March 31, 1997.
Pennzoil  used  the  proceeds to reduce outstanding  debt.   Fees
associated  with  the  sale of accounts receivable  totaled  $1.9
million in the first quarter of 1997 and are netted against other
income.

     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  are  expected to result in  an  after-tax  charge  of
approximately  $1.3  million, or $.03 per share,  in  the  second
quarter  of  1997.  Pennzoil used borrowings under its commercial
paper facilities to redeem these debentures.


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<PAGE>  9

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

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


<CAPTION>
                                                                      Three Months Ended
                                                                           March 31
                                                                 ----------------------------
                                                                    1997             1996
                                                                 -----------      -----------
                                                                   (Dollar amounts expressed
                                                                         in thousands)
<S>                                                              <C>              <C>
REVENUES
   Oil and Gas                                                   $  226,741       $  175,082
   Motor Oil & Refined Products                                     432,952          393,149
   Franchise Operations                                              75,150           71,415
   Other                                                             11,470           21,958
   Intersegment sales                                               (97,313)         (74,263)
                                                                 -----------      -----------
        Total revenues                                           $  649,000       $  587,341
                                                                 -----------      -----------


OPERATING INCOME
   Oil and Gas                                                   $  107,179       $   49,323
   Motor Oil & Refined Products                                      13,048           14,428
   Franchise Operations                                               4,496            4,525
   Other                                                             15,665           15,487
                                                                 -----------      -----------
        Total operating income                                      140,388           83,763

Corporate administrative expenses                                    13,082           12,731
Interest charges, net                                                37,118           47,563
                                                                 -----------      -----------
Income before income tax                                             90,188           23,469

Income tax provision                                                 32,637            7,700
                                                                 -----------      -----------

NET INCOME                                                       $   57,551       $   15,769
                                                                 ===========      ===========

RATIO OF EARNINGS TO FIXED CHARGES                                     2.69             1.40
                                                                 ===========      ===========

</TABLE>


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<PAGE>  10

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

<CAPTION>
                                                                      Three Months Ended
                                                                           March 31
                                                                ------------------------------
                                                                   1997              1996
                                                                ------------      ------------
<S>                                                             <C>               <C>
OPERATING DATA
--------------

OIL AND GAS
  Net production
    Crude oil, condensate and natural
      gas liquids (barrels per day)                                  53,632            60,402
    Natural gas produced for sale (Mcf per day)                     523,348           559,776

  Weighted average prices
    Crude oil, condensate and natural
      gas liquids (per barrel)                                   $    19.47        $    14.15
    Natural gas (per Mcf)                                        $     2.77        $     1.79


MOTOR OIL & REFINED PRODUCTS
  Sales (barrels per day)
    Gasoline and naphtha                                             20,020            20,618
    Distillates and gas oils                                         26,377            27,630
    Lubricating oil and other specialty products                     25,916            21,969
    Residual fuel oils                                                3,513             4,042
                                                                 -----------       -----------
          Total sales (barrels per day)                              75,826            74,259
                                                                 ===========       ===========

  Raw materials processed (barrels per day) <F1>                     54,090            51,416

  Refining capacity (barrels per day) <F2>                           62,700            62,700

FRANCHISE OPERATIONS
  Domestic systemwide sales (in thousands)                       $  178,705        $  164,819
  Same center sales (in thousands)                               $  163,625        $  161,363
  Centers open (U.S.)                                                 1,419             1,229


<FN>
<F1> Excludes Excel Paralubes for comparability.
<F2> Excludes capacity at Excel Paralubes and the
Shreveport Refinery upgrade.  Final production capacities
are currently being determined.
<FN>
</TABLE>


<PAGE>
<PAGE>  11


                          PART II. OTHER INFORMATION


Item 1. Legal Proceedings

The Pennsylvania Department of Environmental Protection is
seeking civil penalties in excess of $100,000 in connection with
the release of petroleum products from Pennzoil Products
Company's storage facility in Pittsburgh, Pennsylvania.  The
company is in active negotiations with the agency with the
objective of arriving at a mutually agreeable resolution.

Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits -

          3    Restated Certificate of Incorporation of Pennzoil Company,
               as amended through May 10, 1996.

         12    Computation of Ratio of Earnings to Fixed Charges for the three
               months ended March 31, 1997 and 1996.

         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>  12

                            SIGNATURE



          Pursuant to the requirements of the Securities Exchange
Act  of  1934, the Registrant has duly caused this report  to  be
signed   on   its  behalf  by  the  undersigned  thereunto   duly
authorized.




                                   PENNZOIL COMPANY
                                      Registrant




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




May 12, 1997