CONSENT OF INDEPENDENT PETROLEUM ENGINEERS



            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
summary  report dated February 13, 1997 included as  Exhibit
99(a)  to Pennzoil Company's Annual Report on Form 10-K  for
the year ended December 31, 1996 and the data extracted from
our report and the references to our firm appearing in "Item
1.  Business and Item 2. Properties" under the captions "Oil
and   Gas  Reserves"  and  in  "Supplemental  Financial  and
Statistical   Information  -  Unaudited  -   Oil   and   Gas
Information" of such Annual Report on Form10-K.



                                   /s/RYDER SCOTT COMPANY
                                      PETROLEUM ENGINEERS
                                   ----------------------
                                      RYDER SCOTT COMPANY
Houston, Texas
April 28, 1997