EXHIBIT 99.3

                         PENNZOIL-QUAKER STATE COMPANY

              LETTER TO THE DEPOSITORY TRUST COMPANY PARTICIPANTS

                                 for Tender of
                                All Outstanding
                           10% Senior Notes Due 2008
                                in exchange for
                                  Registered
                           10% Senior Notes Due 2008

    The Exchange Offer will expire at 5:00 p.m., New York City time, on
             , 2002, unless extended (the "Expiration Date"). Outstanding
 notes tendered in the exchange offer may be withdrawn at any time before
 5:00 p.m., New York City time, on the Expiration Date.

To The Depository Trust Company Participants:

   We are enclosing herewith the materials listed below relating to the offer
by Pennzoil-Quaker State Company (the "Issuer") to exchange its 10% Senior
Notes due 2008 ( the "New Notes"), the issuance of which has been registered
under the Securities Act of 1933, as amended, for a like principal amount of
its issued and outstanding 10% Senior Notes due 2008 (the "Old Notes"), upon
the terms and subject to the conditions described in the Issuer's prospectus
dated         , 2002 and the related letter of transmittal (the "Exchange
Offer").

     We are enclosing copies of the following documents:

       1. Prospectus dated         , 2002,

       2. Letter of Transmittal together with accompanying Substitute Form
    W-9 Guidelines,

       3. Notice of Guaranteed Delivery and

       4. Letter that may be sent to your clients for whose account you hold
    Old Notes in your name or in the name of your nominee, with space
    provided for obtaining that client's instruction with regard to the
    Exchange Offer.

   We urge you to contact your clients promptly. Please note that the Exchange
Offer will expire at 5:00 p.m., New York City time, on                  ,
2002, unless extended.

   The Exchange Offer for Old Notes is not conditioned upon any minimum
aggregate principal amount of Old Notes being tendered for exchange.

   Under the letter of transmittal, each holder of Old Notes will represent to
the Issuer that:

  1. that person is not an "affiliate," as defined in Rule 144 of the
     Securities Act, of either of the Issuer or a broker-dealer tendering Old
     Notes acquired directly from the Issuer for its own account,

  2. that person does not have an arrangement or understanding with any
     person to participate in the distribution of the New Notes or the Old
     Notes and

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  3. any New Notes received are being acquired in the ordinary course of
     business of the person receiving those New Notes.

   In addition, each holder of Old Notes will represent to the Issuer that:

  1. if that person is not a broker-dealer or is a broker-dealer but will not
     receive New Notes for its own account, it is not engaged in and does not
     intend to participate in a distribution of New Notes and

  2. if that person is a broker-dealer that will receive the New Notes for
     its own account in exchange for Old Notes, such person acknowledges that
     those Old Notes were acquired as a result of market-making activities or
     other trading activities, and it acknowledges that it will deliver a
     prospectus meeting the requirements of the Securities Act in connection
     with any resale of any such New Notes. By so acknowledging and by
     delivering a prospectus, however, such person will not be deemed to
     admit that it is an "underwriter" within the meaning of the Securities
     Act.

   The enclosed letter to clients contains an authorization by the beneficial
owners of the Old Notes for you to make the foregoing representations.

   The Issuer will not pay any fee or commission to any broker or dealer or to
any other person other than the Exchange Agent, in connection with the
solicitation of tenders of Old Notes under the Exchange Offer. The Issuer will
pay, or cause to be paid, any transfer taxes payable on the transfer of Old
Notes to it, except as otherwise provided in Instruction 7 of the enclosed
letter of transmittal.

   Additional copies of the enclosed material may be obtained from us upon
request.

                                          Very truly yours,

                                          Pennzoil-Quaker State Company

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