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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  FORM 8-K/A

                                CURRENT REPORT

    PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

     Date of Report (Date of earliest event reported):  December 30, 1998

                                ---------------

                         PENNZOIL-QUAKER STATE COMPANY
               (Exact name of issuer as specified in its charter)



                                                          
           DELAWARE                           1-14501                   76-0200625
(State or other jurisdiction of      (Commission File Number)        (I.R.S. Employer
        incorporation)                                             Identification Number)



PENNZOIL PLACE, P.O. BOX 2967                               77252-2967
        HOUSTON, TEXAS                                      (Zip Code)
(Address of principal executive offices)


      Registrant's telephone number, including area code:  (713) 546-4000

 
Introductory Note:

     This Amendment on Form 8-K/A amends the Current Report on Form 8-K filed by
Pennzoil-Quaker State Company on January 13, 1999 (the "Form  8-K") with respect
to the Company's acquisition of Quaker State Corporation.  This Amendment is
being filed for the sole purpose of filing the following Exhibit which was 
previously incorporated herein by reference.


ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS

     (c)  Exhibits

Exhibit
No.       Description
- ---       -----------

99.1      The consolidated balance sheet as of December 31, 1997 and 1996, the
          consolidated statement of income, the consolidated statement of
          shareholders' equity and the consolidated statement of cash flows for
          the years ended December 31, 1997, 1996 and 1995 of Quaker State
          Corporation and the unaudited condensed consolidated balance sheet as
          of September 30, 1998 and the unaudited condensed consolidated
          statement of income and the unaudited condensed consolidated statement
          of cash flows for the quarter ended September 30, 1998 of Quaker State
          Corporation

                                       

 
                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                              PENNZOIL-QUAKER STATE COMPANY



Date:  January 19, 1999             By:   /s/  David P. Alderson II
                                       __________________________________
                                       David P. Alderson II
                                       Group Vice President and Chief Financial
                                       Officer and Treasurer