CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



           As  independent  public  accountants,  we  hereby
consent   to   the  incorporation  by  reference   in   this
Registration Statement on Form S-8 relating to the  Pennzoil
Company 1997 Incentive Plan of our report dated February 25,
1997,  included in Pennzoil Company's Annual Report on  Form
10-K for the year ended December 31, 1996.



                                   ARTHUR ANDERSEN LLP


Houston, Texas
April 28, 1997