<PAGE>   1
     As filed with the Securities and Exchange Commission on May 22, 1998.
                                                     Registration No. 333-_____

===============================================================================



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 --------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                                 --------------

                            QUAKER STATE CORPORATION
             (Exact name of registrant as specified in its charter)

            DELAWARE                                           25-0742820
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)

 225 EAST JOHN CARPENTER FREEWAY
          IRVING, TEXAS                                         75062
(Address of Principal Executive Offices)                     (Zip Code)

                     NON-EMPLOYEE DIRECTORS RESTRICTED STOCK
                            (Full title of the plan)

                                 --------------

                              PAUL E. KONNEY, ESQ.
              SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                            QUAKER STATE CORPORATION
                         225 EAST JOHN CARPENTER FREEWAY
                               IRVING, TEXAS 75062
                                 (972) 868-0400
            (Name, address and telephone number of agent for service)

                                 --------------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=========================================================================================================================
           Title of                                                 Proposed             Proposed
          securities                           Amount                maximum              maximum            Amount of
             to be                              to be            offering price          aggregate         registration
          registered                         registered             per share         offering price            fee
-------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                     <C>                   <C>                 <C>
Capital Stock, par value
     $1.00 per share...................      65,383 shs.            $17.7813(1)           $1,162,595         $342.97
                                             ------                 -------               ---------          ------
Rights to purchase Capital
     Stock.............................        (2)                    (2)                    (2)               (2)
=========================================================================================================================
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(h) and 457(c) on the basis of the average of the high
and low sale prices for the Capital Stock as reported in the New York Stock
Exchange Composite Transactions Listing for May 19, 1998, as quoted in The Wall
Street Journal. 
(2) Such number of Rights as are associated with the shares of Capital Stock
registered hereby from time to time pursuant to the terms of the Registrant's
Stockholder Rights Plan. Initially the Rights are attached to and trade with the
shares of Capital Stock. Pursuant to Rule 457, no additional registration fee is
required for the Rights.

===============================================================================
<PAGE>   2
 
PROSPECTUS
 
                            QUAKER STATE CORPORATION
 
                         65,383 SHARES OF CAPITAL STOCK
 
     This Prospectus relates to the offering by the selling stockholders
identified herein (the "Selling Stockholders") of up to an aggregate of 65,383
shares of capital stock, par value $1.00 per share (the "Capital Stock"), of
Quaker State Corporation, a Delaware corporation (the "Company"). The shares of
Capital Stock offered hereby (the "Offered Securities") were awarded on May 15,
1998, by the Company's Board of Directors. See "Selling Stockholders" and "Plan
of Distribution" for information relating to the Selling Stockholders and this
offering.
 
     The Offered Securities may be sold from time to time pursuant to this
Prospectus by the Selling Stockholders. The Offered Securities may be sold by
the Selling Stockholders in ordinary brokerage transactions, in transactions in
which brokers solicit purchases, in negotiated transactions, or in a combination
of such methods of sale, at market prices prevailing at the time of sale, at
prices relating to such prevailing market prices or at negotiated prices. See
"Plan of Distribution." The distribution of the Offered Securities is not
subject to any underwriting agreement. The Company will receive no part of the
proceeds of sales from the offering by the Selling Stockholders. All expenses of
registration incurred in connection with this offering are being borne by the
Company. None of the Offered Securities have been registered prior to the filing
of the Registration Statement of which this Prospectus is a part.
 
     The Capital Stock is traded on the NYSE under the symbol "KSF." On May 20,
1998, the last reported sale price of the Capital Stock on the NYSE was $17 9/16
per share.
 
                             ---------------------
 
  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
 EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
   AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
                               CRIMINAL OFFENSE.
 
                             ---------------------
 
                  The date of this Prospectus is May 22, 1998
<PAGE>   3
 
                             AVAILABLE INFORMATION
 
     The Company is subject to the information requirements of the Exchange Act
and in accordance therewith files reports, proxy statements and other
information with the SEC, which can be inspected and copied at the public
reference facilities maintained by the SEC at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the regional offices of the SEC at 7 World Trade
Center, Suite 1300, New York, New York 10048, and 500 West Madison Street, Suite
1400, Chicago, Illinois 60611. Copies of these materials can be obtained at
prescribed rates from the Public Reference Section of the SEC at 450 Fifth
Street, N.W., Washington, D.C. 20549. These reports, proxy statements and other
information may also be obtained without charge from the web site that the SEC
maintains at http://www.sec.gov. These reports, proxy statements and other
information also may be inspected at the offices of the Nasdaq National Market
System, Report Section, 1735 K Street, N.W., Washington, D.C. 20006.
 
     This Prospectus constitutes a part of a Registration Statement on Form S-8
(together with all amendments, the "Registration Statement") that the Company
has filed with the SEC under the Securities Act. This Prospectus does not
contain all the information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules and regulations of the
SEC. For further information with respect to the Company and the Capital Stock,
reference is made to the Registration Statement and to the exhibits thereto.
Statements contained herein concerning the provisions of certain documents are
not necessarily complete, and in each instance, reference is made to the copy of
the document filed as an exhibit to the Registration Statement or otherwise
filed with the SEC. Each such statement is qualified in its entirety by that
reference.
 
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
     The following documents have been filed by the Company with the SEC and are
incorporated by reference into this Prospectus, and shall be deemed to be a part
hereof:
 
     (1) The Company's Annual Report on Form 10-K for the fiscal year ended
         December 31, 1997;
 
     (2) The Company's Current Report on Form 8-K/A-2 dated October 10, 1996;
 
     (3) The Company's Current Report on Form 8-K dated November 3, 1997;
 
     (4) The Company's Current Report on Form 8-K dated April 14, 1998;
 
     (5) The Company's Registration Statement on Form 8-A/A filed with the
         Commission on April 21, 1998; and
 
     (6) The description of the Company's Capital Stock contained in the section
         entitled "Description of Capital Stock" contained in the Company's
         Current Report on Form 8-K filed with the Commission on November 12,
         1996, including any amendment or report filed for the purpose of
         updating such description.
 
     All documents filed by the Company pursuant to Section 13(a), 14 or 15(d)
of the Exchange Act subsequent to the date of this Prospectus and prior to the
termination of the offering made hereby shall be deemed to be incorporated by
reference into this Prospectus and to be a part hereof from the date of the
filing of such documents. Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any subsequently filed document that also is or
is deemed to be incorporated by reference herein or in any Prospectus Supplement
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed to constitute a part of this Prospectus, except as so
modified or superseded.
 
     The Company will provide without charge to each person to whom a copy of
this Prospectus has been delivered, on the written or oral request of any
person, a copy of any or all of the documents referred to above that have been
or may be incorporated by reference into this Prospectus, other than exhibits to
the documents
 
                                        2
<PAGE>   4
 
(unless the exhibits are specifically incorporated by reference into the
documents). Written or telephone request for the copies should be directed to
General Counsel, Quaker State Corporation, 225 E. John Carpenter Freeway,
Irving, Texas 75062, and its telephone number at those offices is (972)
868-0400.
 
                                  THE COMPANY
 
     Quaker State Corporation is a leading marketer of branded and private label
lubricants, lubricant services and consumer branded automotive aftermarket
products. The Company, a Delaware corporation formed in 1931, has its principal
executive offices at 225 E. John Carpenter Freeway, Irving, Texas 75062. Its
telephone number is (972) 868-0400.
 
                           FORWARD LOOKING STATEMENTS
 
     From time to time, the Company may make statements which constitute or
contain "forward-looking" information as that term is defined in the Private
Securities Litigation Reform Act of 1995 or by the Securities and Exchange
Commission in its rules, regulations and releases. The Company cautions
investors that any such forward-looking statements made by the Company are not
guarantees of future performance and that actual results may differ materially
from those in the forward-looking statements. The following are some of the
factors that could cause actual results to differ materially from estimates
contained in the Company's forward-looking statements:
 
     - The pattern of the Company's sales, including variations in sales volume
       within periods and sales to significant customers, which makes
       forward-looking statements about sales and earnings difficult and may
       result in the variance of actual results from those contained in
       statements made at any time prior to any given period's close;
 
     - The Company's ability to develop, produce and market new and innovative
       products and services on which future operating results depend. There are
       a number of risks inherent in these activities, including technological
       changes, manufacturing facility capacity, availability of raw materials
       and critical manufacturing equipment, changing customer needs and
       competitive reactions;
 
     - Vigorous competition within the Company's product markets, including
       pricing and promotional, advertising or other activities in order to
       preserve or gain market share in any segment, the timing and intensity of
       which cannot be foreseen;
 
     - Global or regional economic factors and potential changes in laws and
       regulations affecting the Company's various businesses in over 75
       countries around the world, including changes in product mix, currency
       exchange rate fluctuations, changes in monetary policy and tariffs, and
       federal, state and international laws regulating the environment, which
       could impact the Company's financial condition and results of operations;
 
     - The market price of the Capital Stock or other securities of the Company,
       which could be subject to fluctuation in response to quarterly variations
       in operating results, changes in analysts' earnings estimates, market
       conditions, press releases issued by the Company, and general economic
       conditions and other factors external to the Company, thereby affecting
       the availability of capital to the Company;
 
     - The impact of special charges resulting from ongoing evaluation of
       business strategies, asset valuations and organizational and corporate
       structures, and the implementation of restructuring plans, including new
       computer and logistics systems;
 
     - The costs, effects and liabilities associated with legal, regulatory or
       administrative proceedings and any required remedial action, anticipated
       or unanticipated;
 
     - Real estate costs and the Company's ability to negotiate effectively
       based on competitive factors, which could cause the number of new Q Lube
       facilities to differ from the number projected and could affect expenses
       in other segments; and
 
                                        3
<PAGE>   5
 
     - Significant competitive pricing pressures and intense competition for
       qualified, skilled employees, which could affect profitability,
       productivity and/or expenses.
 
                              SELLING STOCKHOLDERS
 
     The following table sets forth the name of the Selling Stockholders and (i)
the number of shares of Capital Stock owned by the Selling Stockholders as of
the effective date of the Registration Statement of which this Prospectus forms
a part, (ii) the maximum number of shares of Capital Stock which may be offered
for the account of the Selling Stockholders under this Prospectus, and (iii) the
amount and percentage of Capital Stock to be owned by the Selling Stockholders
after the completion of this offering assuming the sale of all the Capital Stock
which may be offered hereunder.
 
<TABLE>
<CAPTION>
                                                                                AMOUNT AND PERCENTAGE
                                                                                OF CAPITAL STOCK OWNED
                                                                                  AFTER THE OFFERING
                                              PRIOR TO        WHICH MAY BE     ------------------------
           SELLING STOCKHOLDERS              OFFERING(1)     SOLD HEREUNDER    AMOUNT(1)     PERCENTAGE
           --------------------              -----------     --------------    ---------     ----------
<S>                                          <C>             <C>               <C>           <C>
Leonard M. Carroll.........................     8,937(2)         7,360           8,937(2)        *
Laurel Cutler..............................     5,000(3)         8,623           5,000(3)        *
C. Frederick Fetterolf.....................     7,000(4)         9,800           7,000(4)        *
Thomas A. Gardner..........................     9,327(5)         9,846           9,327(5)        *
F. William Grube...........................    23,000(6)         7,294          23,000(6)        *
Forrest R. Haselton........................     7,923(7)         6,004           7,923(7)        *
Raymond A. Ross, Jr........................     8,100(8)         7,713           8,100(8)        *
Lorne R. Waxlax............................    26,087(9)         8,745          26,087(9)        *
</TABLE>
 
---------------
 
  * Less than 1%
 
(1) The directors and executive officers have sole voting power and sole
    investment power with respect to all shares set forth in the table except as
    indicated in the footnotes that follow.
 
(2) Includes 4,000 shares which may be acquired by Mr. Carroll upon the exercise
    of stock options which are presently exercisable or become exercisable
    within 60 days after March 17, 1998.
 
(3) Includes 4,000 shares which may be acquired by Ms. Cutler upon the exercise
    of stock options which are presently exercisable or become exercisable
    within 60 days after March 17, 1998.
 
(4) Includes 4,000 shares which may be acquired by Mr. Fetterolf upon the
    exercise of stock options which are presently exercisable or become
    exercisable within 60 days after March 17, 1998. Does not include 3,933
    shares of deferred Capital Stock held for Mr. Fetterolf under the Directors'
    Plan, as of March 17, 1998.
 
(5) Includes 4,000 shares which may be acquired by Mr. Gardner upon the exercise
    of stock options which are presently exercisable or become exercisable
    within 60 days after March 17, 1998.
 
(6) Includes 3,000 shares which may be acquired by Mr. Grube upon the exercise
    of stock options which are presently exercisable or become exercisable
    within 60 days after March 17, 1998. Includes 20,000 shares held jointly by
    Mr. Grube with his spouse.
 
(7) Includes 3,000 shares which may be acquired by Mr. Haselton upon the
    exercise of stock options which are presently exercisable or become
    exercisable within 60 days after March 17, 1998.
 
(8) Includes 4,000 shares which may be acquired by Mr. Ross upon the exercise of
    stock options which are presently exercisable or become exercisable within
    60 days after March 17, 1998.
 
(9) Includes 3,000 shares which may be acquired by Mr. Waxlax upon the exercise
    of stock options which are presently exercisable or become exercisable
    within 60 days after March 17, 1998.
 
                                        4
<PAGE>   6
 
                              PLAN OF DISTRIBUTION
 
     The Offered Securities may be sold from time to time directly by the
Selling Stockholders. The Offered Securities may also be sold by the Selling
Stockholders in (a) ordinary brokerage transactions and in transactions in which
brokers solicit purchasers, (b) sales to a broker or dealer as principal and
resales by such broker or dealer for its own account pursuant to this Prospectus
or (c) in a combination of such methods of sale, at market prices and other
terms prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices. The Offered Securities may be sold on any
national securities exchange or automated interdealer quotation system on which
shares of Capital Stock are then listed, through negotiated transactions or
otherwise. Brokers, dealers and agents who participate in the sale of the
Offered Securities may receive compensation in the form of underwriting
discounts, concessions or commissions from the Selling Stockholders and/or
purchasers of the Offered Securities for whom they may act as agent. The Selling
Stockholders and any brokers, dealers or agents that participate in the
distribution of the Offered Securities might be deemed to be "underwriters"
within the meaning of the Securities Act, and any profit on the sale of such
Offered Securities and any discounts, commissions or concessions received by any
such brokers, dealers or agents might be deemed to be underwriting discounts and
commissions under the Securities Act. At the time a particular offer of any of
the Offered Securities is made by the Selling Stockholders, to the extent
required pursuant to the Securities Act, a supplement to this Prospectus will be
distributed which describes the method of sale in greater detail. In addition,
any Offered Securities which qualify for sale pursuant to Rule 144 under the
Securities Act may be sold under Rule 144 rather than pursuant to this
Prospectus.
 
     The Selling Stockholders will pay their costs and expenses of selling the
shares of Capital Stock offered hereunder, including commissions and discounts
of underwriters, brokers, dealers or agents, and the Company will pay the costs
and expenses incident to its registration and qualification of the Capital Stock
offered hereby, including registration and filing fees.
 
     The Selling Stockholders may indemnify any broker-dealer that participates
in transactions involving the sale of shares of Capital Stock against certain
liabilities, including liabilities under the Securities Act.
 
     There can be no assurance that the Selling Stockholders will sell any or
all of the shares of Capital Stock offered by them hereunder.
 
                                USE OF PROCEEDS
 
     The Company will not receive any of the proceeds from the sale of the
Offered Securities by the Selling Stockholders.
 
                                 LEGAL MATTERS
 
     The validity of the Capital Stock offered hereby has been passed upon for
the Company by Vinson & Elkins L.L.P., Dallas, Texas.
 
                                    EXPERTS
 
     The consolidated financial statements and related schedule of the Company
included in the Company's annual report on Form 10-K for the year ended December
31, 1997, incorporated by reference herein and in the Registration Statement
have been audited by Coopers & Lybrand L.L.P., independent accountants, to the
extent and for the periods indicated in their reports, and have been
incorporated by reference herein and in the Registration Statement in reliance
upon the authority of that firm as experts in accounting and auditing.
 
                                        5
<PAGE>   7
 
======================================================
 
     NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR ANY OF THE UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE
AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE SHARES BY ANYONE IN
ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN
WHICH THE PERSON MAKING THE OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR
TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL CREATE ANY
IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO ITS DATE.
 
                             ---------------------
 
                               TABLE OF CONTENTS
 
<TABLE>
<S>                                        <C>
Available Information....................   2
Incorporation of Certain Information by
  Reference..............................   2
The Company..............................   3
Forward Looking Statements...............   3
Selling Stockholders.....................   4
Plan of Distribution.....................   5
Use of Proceeds..........................   5
Legal Matters............................   5
Experts..................................   5
</TABLE>
 
======================================================
======================================================
 
                                 65,383 SHARES
 
                            QUAKER STATE CORPORATION
 
                                 CAPITAL STOCK
                              --------------------
 
                                   PROSPECTUS
                              --------------------
 
                                  MAY 22, 1998
======================================================
<PAGE>   8
                                    PART II.
                             INFORMATION REQUIRED IN
                             REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         There are incorporated herein by reference the following documents
filed by the registrant with the Securities and Exchange Commission (File No.
1-2677):

                  (a) The Company's Annual Report on Form 10-K for the fiscal 
         year ended December 31, 1997;

                  (b) The Company's Current Report on Form 8-K/A-2 dated 
         October 10, 1996;

                  (c) The Company's Current Report on Form 8-K dated November
         3, 1997;

                  (d) The Company's Current Report on Form 8-K dated April 14,
         1998;

                  (e) The Company's Registration Statement on Form 8-A/A filed
         with the Commission on April 21, 1998; and

                  (f) The description of the Company's Capital Stock contained
         in the section entitled "Description of Capital Stock" contained in the
         Company's Current Report on Form 8-K filed with the Commission on
         November 12, 1996, including any amendment or report filed for the
         purpose of updating such description.

         All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the 1934 Act subsequent to the filing of the annual
report on Form 10-K referred to in (a) above and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold shall be
deemed to be incorporated by reference in this registration statement and to be
a part hereof from the date of filing of such documents, except that the
information included in any document in response to paragraphs (i), (k) or (l)
of Item 402 of Regulation S-K is not incorporated by reference in this
registration statement.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference in this registration statement shall be deemed to be
modified or superseded for purposes of this registration statement to the extent
that a statement contained in this registration statement or in any subsequently
filed document which also is or is deemed to be incorporated by reference in
this registration statement modifies or supersedes such statement. Any statement
so modified or 


                                      II-1
<PAGE>   9
superseded shall not be deemed, except as so modified or superseded, to 
constitute a part of this registration statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.



                                      II-2
<PAGE>   10
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Certificate of Incorporation of the Company provides that, to the
fullest extent that the law of the State of Delaware, as the same exists or may
hereafter be amended, permits elimination of the personal liability of
directors, no director of the Company shall be personally liable to the Company
or to its stockholders for monetary damages for breach of fiduciary duty as a
director. The DGCL permits a corporation's certificate of incorporation to
provide that no director of the corporation shall be personally liable to the
corporation or its stockholders for monetary damages for any breach of his or
her fiduciary duty as a director; provided that such provision shall not
eliminate or limit the liability of a director (i) for any breach of a
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions that are not in good faith or involve intentional misconduct or a
knowing violation of the law, (iii) under Section 174 of the DGCL or (iv) for
any transaction from which the director derived an improper personal benefit.

         The Certificate of Incorporation of the Company also provides, in
general, that the Company shall indemnify its officers and directors against
reasonable expenses and any liability paid or incurred by such person in
connection with any actual or threatened claim, action, suit or proceeding,
civil, criminal, administrative, investigative or other, whether brought by or
in the right of the Company or otherwise, in which he or she may be involved, as
a party or otherwise, by reason of such person being or having been a director
or officer of the Company or by reason of the fact that such person is or was
serving at the request of the Company as a director, officer, employee,
fiduciary or other representative of another corporation, partnership, joint
venture, trust, employee benefit plan or other entity, except as prohibited by
law. Section 145 of the DGCL provides, in general, that each director and
officer of a corporation may be indemnified against expenses (including
attorneys' fees, judgments, fines and amounts paid in settlement) actually and
reasonably incurred in connection with the defense or settlement of any
threatened, pending or completed legal proceedings in which he or she is
involved by reason of the fact the he or she is or was a director or officer if
he or she acted in good faith and in a manner that he or she reasonably believed
to be in or not opposed to the best interests of the corporation and, with
respect to any criminal action or proceeding, if he or she had no reasonable
cause to believe that his or her conduct was unlawful. If the legal proceeding,
however, is by or in the right of the corporation, the director or officer may
not be indemnified in respect of any claim, issue or matter as to which he or
she shall have been adjudged to be liable for negligence or misconduct in the
performance of his or her duty to the corporation unless a court determines
otherwise.

         In addition, the Certificate of Incorporation of the Company provides
that the Company may purchase and maintain insurance to protect itself and any
director or officer entitled to indemnification pursuant to the Certificate of
Incorporation. Accordingly, the Company carries directors and officers liability
coverage which is subject to certain limitations and exclusions.




                                      II-3
<PAGE>   11
         The Company has entered into an Indemnification and Insurance Agreement
with each of its directors (the "Indemnification and Insurance Agreements").
These agreements provide that the Company must, within 30 days of a request,
indemnify an officer or director for liabilities incurred to the fullest extent
permitted by the DGCL. The Company must, within two days of a request, indemnify
an officer or director for expenses incurred in the defense of a claim or other
proceeding. The obligation of the Company to provide the indemnification does
not apply if, before the date on which the Company must provide the
indemnification, the Company's board of directors, or a representative chosen by
the board of directors, concludes that indemnification would be improper under
the DGCL. It is the position of the Commission that indemnification of directors
and officers for liability under the Securities Act is against public policy and
unenforceable pursuant to Section 14 of the Securities Act.

         The preceding discussion of the registrant's Certificate of
Incorporation, Section 145 of the DGCL, and the Indemnification and Insurance
Agreements is not intended to be exhaustive and is qualified in its entirety by
the Certificate of Incorporation, Section 145 of the DGCL and the
Indemnification and Insurance Agreements.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.


                                      II-4

<PAGE>   12
ITEM 8.  EXHIBITS.

         The following exhibits are filed as part of this registration
statement:


<TABLE>
<CAPTION>
EXHIBIT
  NO.                              DOCUMENT
-------                            --------
 <S>            <C>
  4.1            Composite Certificate of Incorporation of the registrant
                 containing amendments through May 16, 1997, filed as Exhibit 3
                 to the registrant's Quarterly Report on Form 10-Q for the
                 quarter ended June 30, 1997 and incorporated herein by
                 reference.

  4.2            Bylaws of the registrant, as amended and restated effective May
                 15, 1998, filed herewith.

  4.3            Rights Agreement, dated as of September 28, 1995, between the
                 registrant and Mellon Securities Trust Company, as Rights
                 Agent, filed as Exhibit 1 to the registrant's Current Report on
                 Form 8-K dated October 20, 1995 and incorporated herein by
                 reference.

  4.3(i)         Amendment No. 1 to Rights Agreement, filed as Exhibit 2 to Form
                 8-A/A-1, filed on April 21, 1998 and incorporated herein by
                 reference.

  5.1            Opinion of Vinson & Elkins L.L.P. as to the legality of the
                 shares of Capital Stock being registered, filed herewith.

 10.1            Form of Non-Employee Director Restricted Stock Agreement, filed
                 herewith.

 23.1            Consent of Vinson & Elkins L.L.P., included in Exhibit 5.1,
                 filed herewith.

 23.2            Consent of Coopers & Lybrand L.L.P., filed herewith.

 24.1            Power of Attorney (set forth on page II-8 of the registration
                 statement).
</TABLE>



                                      II-5
<PAGE>   13
ITEM 9.  UNDERTAKINGS.

         (a)   Rule 415 offering.

               The undersigned registrant hereby undertakes:

                     (1) To file, during any period in which offers or sales are
               being made, a post-effective amendment to this registration
               statement:

                              (i) To include any prospectus required by 
                     section 10(a)(3)  of the  Securities Act of 1933 (the 
                     "1933 Act");

                             (ii) To reflect in the prospectus any facts or
                     events arising after the effective date of the registration
                     statement (or the most recent post-effective amendment
                     thereof) which, individually or in the aggregate, represent
                     a fundamental change in the information set forth in the
                     registration statement;

                            (iii) To include any material information with
                     respect to the plan of distribution not previously
                     disclosed in the registration statement or any material
                     change to such information in the registration statement;

               Provided, however, that paragraphs (1)(i) and (1)(ii) do not
               apply if the information required to be included in a
               post-effective amendment by those paragraphs is contained in
               periodic reports filed with or furnished to the Securities and
               Exchange Commission by the registrant pursuant to section 13 or
               section 15(d) of the Securities Exchange Act of 1934 (the "1934
               Act") that are incorporated by reference in the registration
               statement;

                     (2) That, for the purpose of determining any liability
               under the 1933 Act, each such post-effective amendment shall be
               deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof; and

                     (3) To remove from registration by means of a
               post-effective amendment any of the securities being registered
               which remain unsold at the termination of the offering.

         (b) Filings incorporating subsequent Exchange Act documents by
reference.

         The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the 1934 Act that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.


                                      II-6
<PAGE>   14
         (h)   Commission opinion regarding indemnification.

         Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 6 above, or
otherwise, the registrant has been advised that, in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the 1933 Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the 1933 Act
and will be governed by the final adjudication of such issue.



                                      II-7
<PAGE>   15

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Irving, State of Texas, on May 19, 1998.

                            QUAKER STATE CORPORATION


                            By: /s/ Herbert M. Baum
                                ------------------------------
                                (Herbert M. Baum)
                                Chairman of the Board and
                                Chief Executive Officer

                                POWER OF ATTORNEY

         We, the undersigned officers and directors of Quaker State Corporation,
hereby severally constitute Conrad A. Conrad and Paul E. Konney, and each of
them singly, our true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign any and all amendments
(including post effective amendments) to this Registration Statement, and to
file same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or either of them, or their or his substitutes, may lawfully do or cause
to be done by virtue thereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and Power of Attorney have been signed by the following
persons in the capacities and on the date indicated.

<TABLE>
<CAPTION>
                  Name                                        Title                     Date
<S>                                             <C>                                     <C>
    /s/ Herbert M. Baum                          Chairman of the Board, Chief           5/19/98
--------------------------------------           Executive Officer and Director
        (Herbert M. Baum)                        (Principal Executive Officer)

      /s/ Conrad A. Conrad                       Vice Chairman, Chief Financial         5/19/98
--------------------------------------           Officer and Director (Principal
         (Conrad A. Conrad)                      Financial Officer)

      /s/ Keith S. Krzeminski                    Vice President and Controller          5/19/98
--------------------------------------           (Principal Accounting Officer)
         (Keith S. Krzeminski)                   
</TABLE>


                                      II-8
<PAGE>   16

<TABLE>
<CAPTION>
         Name                                    Title                                  Date
<S>                                             <C>                                     <C>
  /s/ John D. Barr                               Director                               5/19/98
--------------------------------------           
       (John D. Barr)


  /s/ Leonard M. Carroll                         Director                               5/19/98
--------------------------------------           
       (Leonard M. Carroll)


 /s/ J. Taylor Crandall                          Director                               5/19/98
--------------------------------------           
      (J. Taylor Crandall)


  /s/ Laurel Cutler                              Director                               5/19/98
--------------------------------------           
       (Laurel Cutler)


   /s/ C. Frederick Fetterolf                    Director                               5/19/98
--------------------------------------           
        (C. Frederick Fetterolf)


  /s/ F. William Grube                           Director                               5/19/98
--------------------------------------           
       (F. William Grube)


  /s/ Forrest R. Haselton                        Director                               5/19/98
--------------------------------------           
       (Forrest R. Haselton)


  /s/ Kenneth Lee                                Director                               5/19/98
--------------------------------------           
       (Kenneth Lee)


  /s/ L. David Myatt                             Director                               5/19/98
--------------------------------------           
       (L. David Myatt)


  /s/ Raymond A. Ross, Jr.                       Director                               5/19/98
--------------------------------------           
       (Raymond A. Ross, Jr.)


  /s/ Lorne R. Waxlax                            Director                               5/19/98
--------------------------------------           
       (Lorne R. Waxlax)
</TABLE>


                                      II-9
<PAGE>   17

                            QUAKER STATE CORPORATION

                     NON-EMPLOYEE DIRECTORS RESTRICTED STOCK

                                 --------------

                             REGISTRATION STATEMENT
                                   ON FORM S-8

                                 --------------

                                  EXHIBIT INDEX
                    (PURSUANT TO ITEM 601 OF REGULATION S-K)

<TABLE>
<CAPTION>
EXHIBIT
  NO.                              DOCUMENT
--------                           --------
 <S>            <C>
  4.1            Composite Certificate of Incorporation of the registrant
                 containing amendments through May 16, 1997, filed as Exhibit 3
                 to the registrant's Quarterly Report on Form 10-Q for the
                 quarter ended June 30, 1997 and incorporated herein by
                 reference.

  4.2            Bylaws of the registrant, as amended and restated effective May
                 15, 1998, filed herewith.

  4.3            Rights Agreement, dated as of September 28, 1995, between the
                 registrant and Mellon Securities Trust Company, as Rights
                 Agent, filed as Exhibit 1 to the registrant's Current Report on
                 Form 8-K dated October 20, 1995 and incorporated herein by
                 reference.

  4.3(i)         Amendment No. 1 to Rights Agreement, filed as Exhibit 2 to Form
                 8-A/A-1, filed on April 21, 1998 and incorporated herein by
                 reference.

  5.1            Opinion of Vinson & Elkins L.L.P. as to the legality of the
                 shares of Capital Stock being registered, filed herewith.

 10.1            Form of Non-Employee Director Restricted Stock Agreement, filed
                 herewith.

 23.1            Consent of Vinson & Elkins L.L.P., included in Exhibit 5.1,
                 filed herewith.

 23.2            Consent of Coopers & Lybrand L.L.P., filed herewith.

 24.1            Power of Attorney (set forth on page II-8 of the registration
                 statement).
</TABLE>