<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 September 30, 1995  Commission File No. 1-5591


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


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


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



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


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

      Number of shares outstanding of each class of common stock,
as of latest practicable date, October 31, 1995:

     Common stock, par value $0.83-1/3 per share,  46,318,652
shares.


<PAGE>
<PAGE>  2


                                              PART I. FINANCIAL INFORMATION

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

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

                                                                       Three Months Ended                 Nine Months Ended
                                                                          September 30                      September 30
                                                                  ----------------------------      ----------------------------
                                                                     1995             1994             1995             1994
                                                                  -----------      -----------      -----------      -----------
                                                                        (Expressed in thousands except per share amounts)
<S>                                                               <C>              <C>              <C>              <C>
REVENUES                                                          $  600,012       $  631,654       $1,881,965       $1,905,539

COSTS AND EXPENSES
   Cost of sales                                                     373,665          423,763        1,129,101        1,173,403
   Selling, general and administrative expenses                      103,759           99,786          306,217          291,863
   Depreciation, depletion and amortization                           73,050          261,410          256,476          415,216
   Exploration expenses                                                4,706           17,557           25,087           35,746
   Taxes, other than income                                           12,736           14,408           41,318           46,782
   Impairment of long-lived assets (See Note 4)                      399,830             -             399,830             -
   Interest charges, net                                              48,322          338,609          144,568          423,779
                                                                  -----------      -----------      -----------      -----------
LOSS BEFORE INCOME TAX                                              (416,056)        (523,879)        (420,632)        (481,250)

Income tax benefit                                                  (140,770)        (224,077)        (143,299)        (208,996)
                                                                  -----------      -----------      -----------      -----------
LOSS BEFORE CUMULATIVE EFFECT OF CHANGE
    IN ACCOUNTING PRINCIPLE                                         (275,286)        (299,802)        (277,333)        (272,254)
Cumulative effect of change in accounting
     principle (See Note 2)                                             -                -                -              (4,948)
                                                                  -----------      -----------      -----------      -----------

NET LOSS                                                          $ (275,286)      $ (299,802)      $ (277,333)      $ (277,202)
                                                                  ===========      ===========      ===========      ===========


LOSS PER SHARE
  Loss before cumulative effect of
     change in accounting principle                               $    (5.95)      $    (6.51)      $    (6.00)      $    (5.92)
  Cumulative effect of change in accounting principle                   -                -                -               (0.11)
                                                                  -----------      -----------      -----------      -----------
     TOTAL                                                        $    (5.95)      $    (6.51)      $    (6.00)      $    (6.03)
                                                                  ===========      ===========      ===========      ===========

DIVIDENDS PER COMMON SHARE                                        $     0.75       $     0.75       $     2.25       $     2.25
                                                                  ===========      ===========      ===========      ===========

AVERAGE SHARES OUTSTANDING                                            46,273           46,038           46,216           45,987
                                                                  ===========      ===========      ===========      ===========
NUMBER OF SHARES OUTSTANDING                                          46,303           46,066           46,303           46,066
                                                                  ===========      ===========      ===========      ===========

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


<PAGE>
<PAGE>  3


                                  PART I. FINANCIAL INFORMATION - continued

<TABLE>
                                              PENNZOIL COMPANY
                                    CONDENSED CONSOLIDATED BALANCE SHEET
                                                 (UNAUDITED)
<CAPTION>
                                                                            September 30,         December 31,
                                                                                1995                  1994
                                                                            -------------        -------------
                                                                                 (Expressed in thousands)
<S>                                                                         <C>                  <C>
ASSETS

Current assets
   Cash and cash equivalents                                                 $     50,858         $     24,884
   Receivables                                                                    351,325              460,248
   Inventories
     Crude oil, natural gas and sulphur                                            20,478               38,239
     Motor oil and refined products                                               137,126              126,019
   Deferred income tax                                                             17,146               19,735
   Other current assets                                                            51,767               59,127
                                                                            -------------        -------------
Total current assets                                                              628,700              728,252

Property, plant and equipment, net                                              2,343,506            2,828,843
Marketable securities and other investments                                       874,701              833,400
Other assets                                                                      373,663              325,315
                                                                            -------------        -------------

TOTAL ASSETS                                                                 $  4,220,570         $  4,715,810
                                                                            =============        =============

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
   Current maturities of long-term debt                                      $      1,825         $      1,760
   Notes payable                                                                  502,547              337,212
   Accounts payable and accrued liabilities                                       252,374              252,575
   Interest accrued                                                                48,041               33,066
   Other current liabilities                                                       59,931               52,048
                                                                            -------------        -------------
Total current liabilities                                                         864,718              676,661

Long-term debt                                                                  1,987,096            2,174,921
Deferred income tax                                                               234,390              371,644
Other liabilities                                                                 279,583              288,320
                                                                            -------------        -------------
TOTAL LIABILITIES                                                               3,365,787            3,511,546
                                                                            -------------        -------------
COMMITMENTS AND CONTINGENCIES (See Note 5)

SHAREHOLDERS' EQUITY                                                              854,783            1,204,264
                                                                            -------------        -------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                   $  4,220,570         $  4,715,810
                                                                            =============        =============

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


<PAGE>
<PAGE>  4


                                     PART I. FINANCIAL INFORMATION - continued

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

                                                                                           Nine Months Ended
                                                                                             September 30
                                                                                   ---------------------------------
                                                                                      1995                  1994
                                                                                   -----------           -----------
                                                                                        (Expressed in thousands)
<S>                                                                                <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                                         $ (277,333)           $ (277,202)
  Adjustments to reconcile net loss to net cash
    provided by operating activities:
      Depreciation, depletion and amortization                                        256,476               415,216
      Impairment of long-lived assets                                                 399,830                  -
      Dry holes and impairments                                                         7,917                19,527
      Deferred income tax                                                            (148,461)             (102,743)
      Accrued interest on IRS settlement                                                 -                  290,703
      Non-cash and other nonoperating items                                            (4,978)              (20,565)
      Cumulative effect of change in accounting principle                                -                    4,948
      Change in operating assets and liabilities                                      158,624               (85,617)
                                                                                   -----------           -----------
  Net cash provided by operating activities                                           392,075               244,267
                                                                                   -----------           -----------

CASH FLOWS FROM INVESTING ACTIVITIES
  Capital expenditures                                                               (288,801)             (361,522)
  Acquisition of Co-enerco Resources Ltd.                                                -                 (230,924)
  Acquisition of Viscosity Oil                                                        (33,642)                 -
  Purchases of marketable securities and other investments                           (496,287)             (310,614)
  Proceeds from sales of marketable securities and other
    investments                                                                       490,056               992,454
  Proceeds from sales of assets                                                        90,964                31,852
  Other investing activities                                                           (5,975)              (11,485)
                                                                                   -----------           -----------
  Net cash provided by (used in) investing activities                                (243,685)              109,761
                                                                                   -----------           -----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds (repayment) of short-term debt, net                                        165,334               (15,678)
  Debt and capital lease obligation repayments                                       (208,741)             (108,487)
  Proceeds from issuance of debt                                                       25,000               509,963
  Dividends paid                                                                     (104,009)             (103,486)
  Other financing activities                                                             -                      255
                                                                                   -----------           -----------
  Net cash provided by (used in) financing activities                                (122,416)              282,567
                                                                                   -----------           -----------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                              25,974               636,595


CASH AND CASH EQUIVALENTS, beginning of period                                         24,884               262,275
                                                                                   -----------           -----------

CASH AND CASH EQUIVALENTS, end of period                                           $   50,858            $  898,870
                                                                                   ===========           ===========

<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)  Employers' Accounting for Postemployment Benefits -

     Effective  January 1,  1994, Pennzoil changed  its  method  of
accounting  for  postemployment  benefit  costs  by  adopting   the
requirements   of  Statement  of  Financial  Accounting   Standards
("SFAS")   No.   112,  "Employers'  Accounting  for  Postemployment
Benefits,"  and  recorded a charge of $4.9  million  ($7.6  million
before  tax),  or $.11 per share, as of that date  to  reflect  the
cumulative effect of the change in accounting principle for periods
prior to 1994.


(3)  Acquisitions -

     In September 1995, Pennzoil Products Company ("PPC"), a wholly
owned  subsidiary of Pennzoil, acquired the assets of the Viscosity
Oil  division ("Viscosity") of Case Corporation for $33.6  million.
The  acquisition was financed by a combination of cash on hand  and
borrowings under Pennzoil's commercial paper and money market  line
facilities.   The acquisition was accounted for using the  purchase
method  of  accounting, and the results of operations of  Viscosity
subsequent  to  September  1995 will  be  reflected  in  Pennzoil's
consolidated statement of income.
     In  June 1994,  Pennzoil Canada, Inc. ("Pennzoil Canada"),  an
indirect  wholly  owned subsidiary of Pennzoil, acquired  Co-enerco
Resources  Ltd.  ("Co-enerco"), a Canadian oil and gas  exploration
and production company operating in Western Canada.
     Pennzoil Canada paid $230.9 million in cash in connection with
the  acquisition  of  Co-enerco and the  repayment  of  Co-enerco's
outstanding bank debt.  The acquisition was accounted for using the
purchase method of accounting, and the results of operations of Co-
enerco   subsequent  to  June  1994  are  included  in   Pennzoil's
consolidated statement of income.


(4) Accounting for the Impairment of Long-Lived Assets -

     Effective July 1, 1995, Pennzoil  adopted  the requirements of
SFAS No. 121,  "Accounting for the Impairment of Long-Lived  Assets
and for Long-Lived Assets to Be Disposed Of,"  which is intended to
establish  more consistent accounting standards for  measuring  the
recoverability  of  long-lived assets.  In certain  instances,  the
statement  specifies that the carrying values of assets be  written
down  to  fair values, which, for Pennzoil, resulted in write-downs
that  were  previously  not  required under  its  prior  impairment

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

policy.   The charges, which totaled $265.5 million ($399.8 million
before  tax),  or  $5.74 per share, as of July  1,  1995,  resulted
primarily from the more detailed impairment review procedures  that
were  required  on Pennzoil's proved oil  and  gas  properties.  In
determining whether an asset is impaired  under  the  new standard,
assets are required to be grouped at the  lowest  level  for  which
there are identifiable cash flows that are largely  independent  of
the cash  flows  of other groups of assets.  On this basis, certain
fields in North America were deemed to  be  impaired  because  they
were not expected to recover their entire  carrying  value  through
the future cash flows expected to result from the operation of  the
field and its eventual disposition.  Under Pennzoil's prior policy,
oil and gas assets reviewed  for  impairment  were  grouped  at  a
higher level.


(5) Commitments and Contingencies -

     On  October 16, 1995, an explosion and  fire occurred at PPC's
Rouseville  Refinery,  located near Oil  City,  Pennsylvania.   Two
Pennzoil employees and three contractor employees were killed.   In
addition  to the fatalities, one  contract employee was  critically
injured  and several other injuries were reported.  As of the  date
hereof,   Pennzoil   and  the  Occupational   Safety   and   Health
Administration  ("OSHA") investigations have  not  been  completed.
Although  full damage and repair estimates have not been completed,
Pennzoil's  preliminary  assessment  is  that  none  of  the  major
processing  units  at the refinery was damaged.  The  major  damage
identified  has been to the tanks, piping and electrical  lines  in
the  area  of  the  fire.   Some portions  of  the  new  wax  plant
construction  project were damaged, which may delay  completion  of
the  project.  The packaging facilities at the plant are now  fully
operational, and products are being shipped to customers.  At  this
time,  Pennzoil  cannot accurately estimate  the  impact  that  the
explosion and fire will have to its  financial condition.  However,
initial   estimates   of   damages  to  facilities   and   business
interruption appear to be less than $20 million.


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

Results of Operations

      A net loss was reported for the quarter and nine months ended
September  30,  1995  of $275.3 million, or $5.95  per  share,  and
$277.3  million, or $6.00 per share, respectively.   This  compares
with  a  net  loss of $299.8 million, or $6.51 per share,  for  the
third  quarter of 1994 and a net loss of $277.2 million,  or  $6.03
per share, for the nine months ended September 30, 1994.  Effective
July  1, 1995,  Pennzoil adopted the requirements of SFAS No.  121,
"Accounting for the Impairment of Long-Lived Assets and  for  Long-
Lived Assets to Be Disposed Of."  As a result, Pennzoil recorded  a
charge of $265.5 million ($399.8 million before tax), or $5.74  per
share,  as  of July 1, 1995 to reflect the impairment of long-lived
assets.   Results  for the quarter and nine months ended  September
30, 1994 include net charges of $208.1 million, or $4.52 per share,
associated  with the settlement of a tax dispute with the  Internal
Revenue  Service ("IRS") respecting reinvestment of the  settlement
proceeds  which  Pennzoil received from Texaco,  Inc.  in  1988  in
settlement of certain litigation. Reference is made to  Note  8  of
Notes  to  Consolidated Financial Statements in  Pennzoil's  Annual
Report  on  Form  10-K  for the year ended December  31,  1994  for
additional information. Effective January 1, 1994, Pennzoil changed
its  method  of  accounting  for  postemployment  benefit  costs by
adopting the requirements of SFAS  No. 112, "Employers'  Accounting
for  Postemployment Benefits."  As a  result,  Pennzoil recorded  a
charge of $4.9 million, or $.11 per share, as  of January 1,  1994,

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

to   reflect  the  cumulative  effect   of  change  in   accounting
principle  for  periods prior to 1994.  Results of  operations  for
the  quarter and nine months ended September 30, 1994  also include
a  $21.1 million ($32.5 million before tax)  charge associated with
the cessation of crude oil processing at Pennzoil's Roosevelt, Utah
refinery,  a  $32.6 million ($50.2 million before tax)   charge  in
connection with the agreement providing for the sale by Pennzoil to
Freeport-McMoRan Resource Partners, Limited Partnership ("Freeport-
McMoRan")  of  substantially all the domestic assets of  Pennzoil's
sulphur  segment,  and a $9.9 million ($15.2  million  before  tax)
charge  to  reflect adjustments of recorded values of certain  real
estate properties.


Oil and Gas

     Operating income from this segment, excluding the SFAS No. 121
impairment of $378.9 million, for the quarter and nine months ended
September   30,   1995,  was  $19.5  million  and  $64.9   million,
respectively.   This  compares with an  operating  loss  of  $102.9
million  and $11.1 million, respectively, for the same  periods  in
1994.  This increase was primarily due to a depreciation, depletion
and  amortization  ("DD&A")  charge of $93.9  million  recorded  in
September 1994 as a result of a settlement with the IRS related  to
a tax  dispute.   Reference  is  made  to   Note  8  of  Notes   to
Consolidated  Financial Statements in Pennzoil's Annual  Report  on
Form  10-K  for  the  year ended December 31, 1994  for  additional
information.    In addition to the $93.9 million increase  in  DD&A
expense,  operating results for the quarter and nine  months  ended
September 30, 1994 included a charge of $24.3 million for the write-
down  of an investment in a Siberian drilling partnership and $10.0
million  in  charges associated with the impending  disposition  of
other various non-core assets.
      Excluding the effects of the items discussed above, operating
results  for the quarter and nine months ended September  30,  1995
decreased $5.8 million and $52.2 million, respectively, compared to
the  same  periods in 1994.  The decrease in income  for  both  the
quarter and nine months ended September 30, 1995, compared  to  the
same  period  in  1994,  was primarily due  to  lower  natural  gas
prices.  Natural gas prices averaged $1.32 per Mcf  and  $1.39  per
Mcf,  respectively,  during  the  quarter  and  nine  months  ended
September  30,  1995 compared to $1.65 per Mcf and $1.92  per  Mcf,
respectively, for the same periods in 1994.
       Natural gas volumes produced for sale during the quarter and
nine  months ended September 30, 1995 were 662.9 MMcf per  day  and
687.9 MMcf per day, respectively.  This compares to 732.8 MMcf  per
day  and 704.5 MMcf per day, respectively, for the same periods  in
1994.  Liquids production volumes were 64.6 Mbbls per day and  69.1
Mbbls  per day, respectively, for the quarter and nine months ended
September  30, 1995 compared to 71.9 Mbbls per day and  67.2  Mbbls
per  day,  respectively,  for the quarter  and  nine  months  ended
September 30, 1994.
      The  decreases  in  volumes were offset  by  lower  operating
expenses for the quarter and nine months ended September 30,  1995.
Operating  costs per barrel of oil equivalent ("BOE") produced  for
the  quarter  and  nine months ended September 30, 1995,  excluding
DD&A   and   exploration   expense,  decreased   $.15   and   $.38,
respectively, compared to the same periods in 1994.   In  addition,
exploration  expense  was  down $12.9 million  and  $10.7  million,
respectively,  for the quarter and nine months ended September  30,
1995  compared to the same periods in 1994, primarily due  to lower
dry  hole expense.  Average DD&A rates were down $.70 per  BOE  for
the quarter ended September 30, 1995 compared to the same period in
1994 as a result of the adoption of SFAS No. 121.

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

     Effective July 1, 1995,  Pennzoil adopted the requirements  of
SFAS  No. 121, "Accounting for the Impairment of Long-Lived  Assets
and for Long-Lived Assets to Be Disposed Of," which is intended  to
establish  more consistent accounting standards for  measuring  the
recoverability  of  long-lived assets.  In certain  instances,  the
statement  specifies that the carrying values of assets be  written
down  to  fair values, which, for Pennzoil, resulted in write-downs
that  were  previously  not  required under  its  prior  impairment
policy.  In determining whether an asset is impaired under the  new
standard,  assets  are required to be grouped at the  lowest  level
for  which  there  are  identifiable cash flows  that  are  largely
independent of the cash flows of other groups of assets.   On  this
basis,  certain fields in North America were deemed to be  impaired
because  they  were not expected to recover their  entire  carrying
value  through  the future cash flows expected to result  from  the
operation  of  the  field  and  its  eventual  disposition.   Under
Pennzoil's prior policy, oil and gas assets reviewed for impairment
were grouped at a higher level.
     The pretax charge for the asset impairment in the oil and  gas
segment  was  $378.9 million.  The fair values of the impaired  oil
and  gas segment assets were determined by using the present  value
of  expected future cash flows or estimates of market value.  As  a
result  of  the  impairment charge, earnings for the  oil  and  gas
segment in future periods  should  be  higher  due  to  lower  DD&A
expense  as  a  result  of  the  decrease  in  oil  and  gas  asset
carrying value.
      In  July  1995,  Pennzoil  entered  into an operating service
agreement   with  a    Petroleos   De  Venezuela   S.A.  affiliate,
Maraven,  S.A.,   to operate the East Falcon Unit  in  Northwestern
Venezuela.   This  unit includes an oil field in  which  production
operations  were suspended in 1968, two undeveloped gas fields  and
several  prospects. Under this service contract, Pennzoil would  be
required   to   incur  all  costs  attributable   to   exploration,
development  and production activities.  The agreement  allows  for
Pennzoil  to  recover  such costs through  a  per  barrel  fee  for
operating   this  unit,  which  contains  estimated  gross   proved
remaining  reserves  available through  field  reactivation  of  12
million barrels of oil equivalent.
      In  September  1995, Pennzoil and Forum Exploration  Co.,  an
independent  Egyptian  oil  company,  signed  an  agreement  giving
Pennzoil  an  87.5  percent working interest in Forum's  South-West
Gebel  El-Zeit  concession in the southern Gulf of  Suez,  offshore
Egypt.  Pennzoil Egypt, Inc.   will be the operator for this  farm-
in  agreement.   The Pennzoil/Forum partnership is committed  to  a
minimum  of  $3 million in exploration expenditures over  the  next
three  years. The final  phase, which is optional, will  constitute
three additional years with a minimum expenditure of $5 million.
      In  November  1995,  Pennzoil  announced  that  its  Pennzoil
Caspian  Development  subsidiary  had  entered  into  a  definitive
exploration, development and production sharing contract  with  the
State Oil Company of the Azerbaijan Republic ("SOCAR") covering the
Karabakh   prospect   in  the  Caspian  Sea  offshore   Azerbaijan.
Participating  in  the project with Pennzoil  (30%)  are  units  of
LUKoil  of  Russia  (7.5%),  Agip of  Italy  (5%)  and  LUKAgip,  a
subsidiary  of  LUKoil and Agip (50%).  In addition,  a  commercial
affiliate  of SOCAR has 7.5% interest as a contractor  party.   The
exploration,  development  and production  sharing  agreement  will
become   effective   upon  its  ratification  by   the   Azerbaijan
Parliament.  The Karabakh prospect is located north of  the  Azeri-
Chirag-Guneshli  Deepwater  Unit and  outside  the  Apsheron  trend
approximately 80 kilometers offshore in approximately 185 meters of
water.   The  work  commitment will include a seismic  program  and

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

exploratory  drilling over the exploratory period of  three  years,
and the exploratory period may be extended an additional one-and-a-
half  years.   Should  commercial hydrocarbons be  discovered,  the
agreement  will  have  a development and production  period  of  25
years, which may be extended an additional 5 years.


Motor Oil & Refined Products

      Operating income from this segment for the quarter  and  nine
months  ended  September  30,  1995 was  $11.9  million  and  $39.6
million, respectively.  This compares to an operating loss of $16.0
million  and  operating income of $26.4 million, respectively,  for
the same periods in 1994.
      In  July  1995, PPC announced plans to close The Eureka  Pipe
Line  Company  ("Eureka").   Eureka,  a  wholly  owned  subsidiary,
operates  a  crude  oil  gathering system  in  West  Virginia.   In
connection with the decision to close the facility, PPC recorded  a
charge  of $5.7 million in June 1995 for estimated costs associated
with the closing.
      As of September 30, 1994, PPC stopped processing crude oil at
its  Roosevelt, Utah refinery. In connection with the cessation  of
crude  oil processing at Roosevelt, PPC recorded a charge of  $32.5
million in the third quarter of 1994.  PPC has continued purchasing
crude  oil  and  is maintaining a transportation  terminal  at  the
refinery site.
      Excluding  the charges discussed above, operating income  for
the quarter and nine months ended September 30, 1995 decreased $4.6
million  and  $13.6  million, respectively, compared  to  the  same
periods  in  1994.   The decrease in income for the  quarter  ended
September  30,  1995  compared  to the  same  period  in  1994  was
primarily  due  to  lower motor oil and specialty product  volumes.
These  decreases  were  partially offset by higher  motor  oil  and
specialty  product margins.  The decrease in income  for  the  nine
months ended September 30, 1995 compared to the same period in 1994
was   primarily  due  to  higher  manufacturing  expenses,   higher
expenses associated with the Excel Paralubes partnership and a $4.0
million  litigation settlement charge.  Partially offsetting  these
were higher margins for motor oil.
      In July 1995, PPC agreed to purchase a one-third ownership in
a   manufacturing  and  marketing  company  located   in   Caracas,
Venezuela.   The  company,  Aceites y Solventes  Venezolanos  VASSA
S.A.,   is   constructing  a  facility  in  Cardon,  Venezuela   to
manufacture  white oils, solvents, and transformer  oils  for  sale
primarily  in  South America, Central America, and  the  Caribbean.
Pennzoil's capital investment will be approximately $14.5  million,
a  portion  of which will be financed through non-recourse  project
financing.
      In September 1995, PPC acquired the Viscosity Oil division of
Case  Corporation  ("Case"), for $33.6  million.   Viscosity  is  a
leading  supplier  of  premium-quality  lubricants  to  the   North
American   off-road   industry  and  it  supplies   lubricants   to
substantially all of the Case dealer network, with locations in all
50  states  and Canada.  In addition, Viscosity supplies  virtually
all  of  the  factory  fill lubricants for  Case's  North  American
manufacturing  plants.   As  part of the acquisition,  a  long-term
supply agreement was entered into whereby Pennzoil will supply  the
aftermarket lubricant products that Case will continue to  sell  to
its  dealerships.  The agreement also calls for Pennzoil to  supply
factory-fill lubricants to Case.   The acquisition was financed  by
a  combination  of  cash  on hand and borrowings  under  Pennzoil's
commercial paper and money market line facilities.

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

     On  October 16, 1995, an explosion and fire occurred at  PPC's
Rouseville  Refinery,  located near Oil  City,  Pennsylvania.   Two
Pennzoil employees and three contractor employees were killed.   In
addition  to  the fatalities, one contract employee was  critically
injured  and several other injuries were reported.  As of the  date
hereof,  Pennzoil and OSHA investigations have not been  completed.
Although  full damage and repair estimates have not been completed,
Pennzoil's  preliminary  assessment  is  that  none  of  the  major
processing  units  at the refinery was damaged.  The  major  damage
identified  has been to the tanks, piping and electrical  lines  in
the  area of the fire.  Some portions of the new wax plant  project
were  damaged,  which  may delay completion of  the  project.   The
packaging  facilities at the plant are now fully  operational,  and
products  are  being shipped to customers.  At this time,  Pennzoil
cannot  accurately estimate the impact that the explosion and  fire
will  have to its  financial condition.  However, initial estimates
of  damages  to facilities and business interruption appear  to  be
less than $20 million.


Franchise Operations

     The franchise operations segment, operating through Pennzoil's
wholly  owned  subsidiary  Jiffy Lube International,  Inc.  ("Jiffy
Lube"),  recorded  operating  income  of  $5.4  million  and  $10.3
million,  respectively,  for  the quarter  and  nine  months  ended
September  30, 1995. This compares with an operating loss  of  $2.2
million  and  $0.6 million, respectively, for the same  periods  in
1994.  The  increase in operating income for the quarter  and  nine
months  ended September 30, 1995 is primarily due to higher company
store  results and lower operating expenses.  Results for the  nine
months  ended September 30, 1995 include a $6.0 million  litigation
settlement charge.
     Domestic systemwide sales reported on a comparable store basis
for  the quarter and nine months ended September 30, 1995 increased
$7.6  million,  or 4.9%, and $23.7 million, or 5.3%,  respectively,
from  comparable periods in 1994. Comparable stores  in  the  Jiffy
Lube  system  for the quarter and nine months ended  September  30,
1995  reported an increase in the total number of vehicles serviced
of  2.4%  and  3.4%, respectively.  There were 1,165 domestic  lube
centers (including 462 Jiffy Lube company-operated centers) open as
of September 30, 1995.
      In  March  1995,  Jiffy Lube and the Sears Merchandise  Group
("Sears")  agreed  to  open  fast-oil change units  in  Sears  Auto
Centers  over  the  next three years.   Under the agreement,  Jiffy
Lube  remodels, equips and operates service areas within the  Sears
Auto  Centers, while Sears continues to utilize the remaining  bays
for  its  operations.  As a first step, Sears and Jiffy  Lube  have
agreed  to  set  up  approximately  180  company-owned  units   and
anticipate having approximately 50 to 60 of these centers  open  by
year-end 1995.


Sulphur

      In  October  1994,  Pennzoil entered into an  agreement  with
Freeport-McMoRan  providing for the sale of substantially  all  the
domestic  assets of Pennzoil's sulphur segment to Freeport-McMoRan.
In connection with this transaction, the sulphur segment recorded a
$50.2  million ($32.6 million after-tax, or $.71 per share)  charge
in  September 1994.  The sales transaction was completed in January
1995.   Pennzoil  continues  to operate its  related  international
sulphur  business.  Beginning in January 1995, the results of  such
operations are included in other segment operating income.

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


Other

      Other operating income for the quarter and nine months  ended
September   30,   1995  was  $10.5  million  and   $58.4   million,
respectively,  compared  with  $4.7  million  and  $39.4   million,
respectively, for the same periods in 1994.  The increase in  other
operating income for the quarter ended September 30, 1995, compared
to  the  same period in 1994, was primarily the result of a  third-
quarter 1994  charge of $15.2 million to reflect the adjustment  of
recorded values of certain real estate properties.
      In addition to the 1994 third quarter charge of $15.2 million
to reflect the adjustment of recorded values of certain real estate
properties,  the increase in other operating income  for  the  nine
months  ended  September 30, 1995, compared to the same  period  in
1994,  was  primarily due to the favorable resolution  of  a  Texas
franchise tax issue, which resulted in Pennzoil receiving  a  $23.2
million refund.  In addition, Pennzoil received approximately  $1.5
million in interest associated with the franchise tax refund.  This
increase  was  partially offset by lower investment income  as  the
result of having lower investable funds.
      Net  interest expense for the quarter and nine  months  ended
September  30,  1994, included interest expense of  $290.7  million
associated with a settlement with the IRS related to a tax dispute.
Reference  is  made  to  Note 8 of Notes to Consolidated  Financial
Statements  in Pennzoil's Annual Report on Form 10-K for  the  year
ended December 31, 1994 for additional information.  Excluding  the
interest  expense associated with the IRS settlement in  1994,  net
interest  expense for the quarter and nine months  ended  September
30,  1995  increased $.4 million  and $11.5 million,  respectively,
compared  to the same periods in 1994.  The increase was  primarily
due to higher average rates.


Capital Resources and Liquidity

      As  of  September  30,  1995,  Pennzoil  had  cash  and  cash
equivalents  of  $50.8 million, an increase of $26.0  million  over
December  31,  1994.  Cash flows from operating activities  totaled
$392.1 million during the nine months ended 1995.
      Pennzoil's  other income includes dividend  income  from  its
investment  in  common stock of Chevron Corporation ("Chevron")  of
$9.0  million  and $25.8 million for the quarter  and  nine  months
ended  September 30, 1995, respectively,  compared to $8.4  million
and $25.1 million, respectively, for the same periods in 1994.   In
July 1995, Chevron announced an increase in the amount of quarterly
dividends paid to holders of its common stock from $.4625 per share
to $.50 per share.
      In February 1995, Pennzoil's board of directors increased the
limit on the aggregate amount of commercial paper that Pennzoil may
issue  under its domestic commercial paper program and/or its Euro-
commercial  paper  program from $250.0 million to  $500.0  million.
Borrowings  under  Pennzoil's commercial paper  facilities  totaled
$329.1  million  and  $243.9  million at  September  30,  1995  and
December 31, 1994, respectively.  The cash provided by the increase
in borrowings under Pennzoil's commercial paper facilities was used
primarily  to repay $205.0 million in borrowings under an unsecured
revolving credit facility with a group of banks.
      In  April 1995, Pennzoil received a cash tax refund of $116.9
million from the IRS which was used to reduce borrowings under  its
commercial paper facilities.

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

      In  May  1995, Pennzoil entered into an amended and  restated
credit facility with a group of banks which provides for up to $600
million  of unsecured revolving credit borrowings through  May  28,
1996,  with any outstanding borrowings on such date being converted
into   a  term  credit  facility  terminating  on   May  30,  1997.
Pennzoil  has  the option, subject to the extension  of  additional
credit  by  new or existing banks, of increasing the  size  of  the
facility  by  $100  million.   This  amended  and  restated  credit
facility  replaces  and  supersedes the previous  revolving  credit
facility  of Pennzoil.  There were no borrowings under the facility
at September 30, 1995.
      In  May  1995,  Pennzoil Canada,  an  indirect  wholly  owned
subsidiary  of Pennzoil, entered into an amended and restated  U.S.
$185  million  credit  facility with a  syndicate  of   banks,  the
borrowings of which are guaranteed by Pennzoil.  Also in May  1995,
Pennzoil   Canada  entered  into an amended  and  restated  working
capital  credit  facility with a Canadian bank, the  borrowings  of
which are guaranteed by Pennzoil. Both facilities provide revolving
credit  borrowings  through  May 28,  1996,  with  any  outstanding
borrowings  on  such  date  being converted  into  term  facilities
terminating  on  May  30, 1997.  Combined  borrowings  under  these
facilities  were U.S.  $220.0 million  as of September 30, 1995.
      In October 1995, Pennzoil announced certain  actions intended
to   increase   capital   available  for  investment   and   growth
opportunities.   Pennzoil  announced  that,  in  addition  to   the
adoption  of SFAS No. 121 (See "- Results of Operations"),  it  was
implementing  a new program intended to reduce annual  general  and
administrative  expenses, thereby resulting in future  annual  cost
savings, and it was reducing its fourth quarter dividend payment to
$0.25  per  share from the $0.75 per share quarterly dividend  that
had been made since 1988.  At the reduced quarterly dividend level,
equivalent  to an annualized dividend of $1.00 per share,  Pennzoil
will conserve $92 million annually which can be used for investment
and growth opportunities.

<PAGE>
<PAGE>  13


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

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

<CAPTION>
                                                                      Three Months Ended                Nine Months Ended
                                                                         September 30                      September 30
                                                                 ----------------------------      ----------------------------
                                                                    1995             1994             1995             1994
                                                                 -----------      -----------      -----------      -----------
                                                                             (Dollar amounts expressed in thousands)
<S>                                                              <C>              <C>              <C>              <C>
REVENUES
   Oil and Gas                                                   $  166,700       $  181,737       $  557,719       $  596,054
   Motor Oil & Refined Products                                     380,801          405,954        1,159,802        1,150,933
   Franchise Operations                                              76,791           65,403          216,790          192,757
   Sulphur                                                             -              18,019             -              48,846
   Other                                                             15,353            5,488           70,809           43,744
   Intersegment sales                                               (39,633)         (44,947)        (123,155)        (126,795)
                                                                 -----------      -----------      -----------      -----------
        Total revenues                                           $  600,012       $  631,654       $1,881,965       $1,905,539
                                                                 ===========      ===========      ===========      ===========


OPERATING INCOME (LOSS)
   Oil and Gas                                                   $   19,548       $ (102,852)      $   64,931       $  (11,145)
   Motor Oil & Refined Products                                      11,891          (15,993)          39,550           26,365
   Franchise Operations                                               5,416           (2,155)          10,314             (557)
   Sulphur                                                             -             (51,520)            -             (58,656)
   Impairment of long-lived assets                                 (399,830)            -            (399,830)            -
   Other                                                             10,475            4,676           58,389           39,378
                                                                 -----------      -----------      -----------      -----------
        Total operating loss                                       (352,500)        (167,844)        (226,646)          (4,615)

Corporate administrative expenses                                    15,234           17,426           49,418           52,856
Interest charges, net                                                48,322          338,609          144,568          423,779
                                                                 -----------      -----------      -----------      -----------
Loss before income tax                                             (416,056)        (523,879)        (420,632)        (481,250)

Income tax benefit                                                 (140,770)        (224,077)        (143,299)        (208,996)
                                                                 -----------      -----------      -----------      -----------

LOSS BEFORE CUMULATIVE EFFECT
    OF CHANGE IN ACCOUNTING PRINCIPLE                              (275,286)        (299,802)        (277,333)        (272,254)

Cumulative effect of change in accounting principle                    -                -                -              (4,948)
                                                                 -----------      -----------      -----------      -----------

NET LOSS                                                         $ (275,286)      $ (299,802)      $ (277,333)      $ (277,202)
                                                                 ===========      ===========      ===========      ===========

RATIO OF EARNINGS TO FIXED CHARGES                                                                       -                -
                                                                                                   ===========      ===========
AMOUNT BY WHICH FIXED CHARGES EXCEED EARNINGS                                                      $  424,080       $  488,159
                                                                                                   ===========      ===========
</TABLE>

<PAGE>
<PAGE>  14

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

<CAPTION>
                                                                    Three Months Ended                   Nine Months Ended
                                                                       September 30                         September 30
                                                              ------------------------------      ------------------------------
                                                                  1995              1994              1995              1994
                                                              ------------      ------------      ------------      ------------
<S>                                                           <C>               <C>               <C>               <C>
OPERATING DATA
--------------

OIL AND GAS
  Net production
    Crude oil, condensate and natural
      gas liquids (barrels per day)                                64,604            71,930            69,139            67,210
    Natural gas produced for sale (Mcf per day)                   662,923           732,781           687,863           704,524

  Weighted average prices
    Crude oil, condensate and natural
      gas liquids (per barrel)                                 $    14.00        $    14.72        $    14.46        $    13.65
    Natural gas (per Mcf)                                      $     1.32        $     1.65        $     1.39        $     1.92


MOTOR OIL & REFINED PRODUCTS
  Sales (barrels per day)
    Gasoline and naphtha                                           19,586            25,357            20,168            25,298
    Distillates and gas oils                                       24,681            31,094            27,148            30,509
    Lubricating oil and other specialty products                   22,156            24,447            23,435            23,332
    Residual fuel oils                                              3,140             2,956             3,654             3,371
                                                               -----------       -----------       -----------       -----------
          Total sales (barrels per day)                            69,563            83,854            74,405            82,510
                                                               ===========       ===========       ===========       ===========

  Raw materials processed (barrels per day)                        50,650            61,844            53,492            59,056

  Refining capacity (barrels per day) <F1>                         62,700            70,700            62,700            70,700

FRANCHISE OPERATIONS
  Domestic systemwide sales (in thousands)                     $  171,627        $  157,316        $  491,839        $  448,904
  Same center sales (in thousands)                             $  163,068        $  155,479        $  466,636        $  442,968
  Centers open (U.S.)                                               1,165             1,098             1,165             1,098




<FN>
<F1>
As of September 1994, Pennzoil stopped processing
crude oil at its refinery in Roosevelt, Utah.  The
Roosevelt Refinery had a refining capacity of
8,000 barrels per day.
</FN>
</TABLE>


<PAGE>
<PAGE>  15
                   PART II.  OTHER INFORMATION


Item 1.  Legal Proceedings

    (a)  In April 1994, a lawsuit styled Lazy Oil, Inc. vs. Witco
Corporation; Quaker State Corporation; and Pennzoil Company,  was
filed  in  the  United  States District  Court  for  the  Western
District of Pennsylvania. Three other suits, Andreassi vs.  Witco
Corporation; Quaker State Corporation; and Pennzoil  Company  and
Thomas  A.  Miller  Oil  vs.  Witco  Corporation;  Quaker   State
Corporation;   and  Pennzoil  Company,  and  Wynnewood   Drilling
Associates v. Witco Corporation; Quaker State Corporation; Quaker
State  Oil  Refining Corporation; Pennzoil Company; and  Pennzoil
Products Company, were also filed in 1994, containing allegations
substantially identical to those in the Lazy Oil case.  All  four
suits  have  been  consolidated for  discovery  and  trial.   The
consolidated  case, styled Lazy Oil Co., John  B.  Andreassi  and
Thomas  A.  Miller  Oil  Co. on behalf of themselves  and  others
similarly   situated   vs.   Witco  Corporation;   Quaker   State
Corporation;  Quaker State Oil Refining Corp.;  Pennzoil  Company
and  Pennzoil Products Company is currently pending in the United
States  District Court for the Western District of  Pennsylvania,
Erie  Division.   This class action suit alleges  that,  from  as
early  as  1981  to  the  present, the defendants  engaged  in  a
combination and conspiracy in unreasonable restraint of trade  in
violation of Section 1 of the Sherman Act, by allegedly acting to
fix,  lower, maintain and stabilize the purchase price of   "Penn
Grade crude" sold by the plaintiffs and the other purported class
members  to the defendants.  The plaintiffs also allege that  the
defendants  have fraudulently concealed their alleged combination
and  conspiracy.  The plaintiffs seek injunctive relief,  alleged
damages  sustained  by  the plaintiffs  and  the  putative  class
members  and  recovery of attorneys' fees and costs.  Plaintiffs'
motion for class certification was not opposed by defendants, and
the  Court had certified a class of plaintiffs consisting of  all
person  who  sold  "Penn Grade crude" to any  of  the  defendants
between 1981 and June 30, 1995.  Pennzoil is contesting  the case
vigorously.

    (b)  In  October  1995, Pennzoil Exploration  and  Production
Company,  Pennzoil  International,  Inc.,  and  Pennzoil  Caspian
Corporation  (collectively "Pennzoil") filed  an  action,  styled
Pennzoil  Exploration and Production Company,  et  al.  v.  Ramco
Energy  Limited  and Ramco Hazar Energy Limited,  in  the  United
States District Court for the Southern District of Texas, Houston
Division,  against Ramco Energy Limited and its subsidiary  Ramco
Hazar  Energy  Limited (collectively "Ramco").  The federal  suit
seeks  to  compel Ramco to arbitrate certain disputes  that  have
arisen   between  it  and  Pennzoil  pursuant  to   the   Federal
Arbitration  Act  and  the  Convention  on  the  Recognition  and
Enforcement of Foreign Arbitral Awards.  After the filing of  the
federal   action,  Pennzoil  filed  an  Original   Petition   for
Declaratory Relief in the 281st Judicial District Court of Harris
County,  Texas.  The state suit, styled Pennzoil Exploration  and
Production  Company,  et al. v. Ramco Energy  Limited  and  Ramco
Hazar  Energy  Limited,  which is expressly  conditioned  upon  a
determination  in  the  federal suit that  the  disputes  between
Pennzoil  and  Ramco  are  not subject to  arbitration,  seeks  a
declaration  that  Pennzoil has not breached any  agreement  with
Ramco, and does not owe and/or has not breached any fiduciary  or
other  legal duty to Ramco including, without limitation, a  duty
of good faith and fair dealing.


<PAGE>
<PAGE>  16
                   PART II.  OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K

(a)   Exhibits -

      12 Computation of Ratio of Earnings to Fixed Charges
         for the nine months ended September 30, 1995 and 1994.


      27 Financial Data Schedule

(b)   Reports -

      Pennzoil filed with the Securities and Exchange Commission a
      current report on Form 8-K dated October 26, 1995 which included
      two press releases dated October 26, 1995 as exhibits.





<PAGE>
<PAGE>  17



                          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
                                   Controller




November  13, 1995