PENNZOIL COMPANY                                         NEWS
PUBLIC RELATIONS DEPARTMENT - PENNZOIL PLACE - P.O. BOX 2967 -
      HOUSTON, TEXAS 77252-8200
                                             FOR IMMEDIATE RELEASE
                                             CONTACT:  Robert Harper
                                                     713/546-8536

Pennzoil Board Adopts Shareholder Rights Plan

     HOUSTON, Oct. 28, 1994 -- Pennzoil Co. (NYSE:  PZL)
announced that its board of directors has adopted a five-year
shareholder rights plan to protect the company's shareholders
from unfair actions by third parties while the company pursues
its strategic initiatives and projects to increase shareholder
value.  The plan (with a 15% "trigger") is similar to ones
adopted by numerous other companies and replaces Pennzoil's five-
year plan which expired in 1993.
     The plan entails a distribution of one right for each
outstanding share of Pennzoil common stock.  Each right will
entitle the holder to buy one one-hundredth (1/100th) of a share
of a new series of junior participating preferred stock at an
exercise price of $140 per share.  Each one-hundredth of a share
of participating preferred stock would be essentially the
economic equivalent of a share of Pennzoil common stock.  The
rights will attach to and trade with Pennzoil common stock (and
will not be exercisable) until after a person or group acquires
15% of Pennzoil's common stock or commences a tender offer that
would result in ownership of 15% of Pennzoil's common stock.  The
record date for distribution of the rights is the close of
business on Nov. 11, 1994.
     If any person becomes a 15% stockholder (except pursuant to
a tender offer for all outstanding shares of Pennzoil common
stock at a price and on terms determined to be fair by a majority
of Pennzoil's independent directors), the rights not held by the
15% stockholder "flip in" and become rights to buy shares of
Pennzoil common stock at a 50% discount.  After a "flip in" event
and prior to a person's becoming the beneficial owner of 50% or
more of the company's common stock, the board of directors may,
in lieu of allowing the rights to be exercised, issue one share
of common stock in exchange for (and in mandatory redemption of)
all or any pro rata portion of the rights. In the event Pennzoil is
merged and its common stock is exchanged or converted, the new
rights "flip over" and require that provision be made so as to
entitle the holders to buy shares of the acquiring person's
common stock at a 50% discount.
     The rights may be redeemed for $0.01 per right by action of
the board of directors at any time prior to the tenth day
following the first public announcement of a 15% acquisition of
beneficial ownership of Pennzoil's common stock.
     The rights are not being distributed in response to any
specific effort to acquire control of Pennzoil, and the board of
directors is not aware of any such effort.  The rights are not
intended to prevent a takeover but are designed to assure that
all Pennzoil stockholders receive fair treatment in the event of
any takeover and to guard against coercive or abusive tactics to
gain control of Pennzoil.

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