EXHIBIT 23.1
 
                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
  As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-4 relating to the Pennzoil
Company Offer To Exchange Newly Issued Exchangeable Senior Debentures due 2008
For A Portion Of Its Outstanding 6 1/2% And 4 3/4% Exchangeable Senior
Debenture Due 2003 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, and
to all references to our firm included in this registration statement.
 
                                          ARTHUR ANDERSEN LLP
 
Houston, Texas
December 19, 1997