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                       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): March 25, 2002

                           Commission File No. 1-14501

                          PENNZOIL-QUAKER STATE COMPANY
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                DELAWARE                             76-0200625
    (State or other jurisdiction of               (I.R.S. Employer
     incorporation or organization)             Identification No.)

                                 Pennzoil Place
                                  P.O. Box 2967
                            Houston, Texas 77252-2967
                    (Address of Principal Executive Offices)

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

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          Pennzoil-Quaker State Company, a Delaware Corporation (the
"Company"), hereby amends Item 5 of its Current Report on Form 8-K dated
March 25, 2002 to correct the expected closing date of the merger described
below. The merger is expected to close in the second half of 2002.

ITEM 5. OTHER EVENTS

          The Company has entered into an Agreement and Plan of merger dated
as of March 25, 2002, by and among Shell Oil Company, a Delaware corporation
("Shell"), Shell ND Company, a Delaware corporation and a wholly owned
subsidiary of Shell ("Merger Sub"), and the Company (the "Merger Agreement").
The Board of Directors of the Company has unanimously approved the Merger
Agreement.

          Under the terms of the Merger Agreement, each share of common stock of
the Company (the "Common Stock") will be converted into the right to receive $22
in cash, without interest.

          The merger is conditioned upon, among other things, (i) approval of
the holders of the Common Stock, (ii) clearance under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 and (iii) other customary conditions. The
merger is expected to close in the second half of 2002.

          In connection with the Merger Agreement, the Company has amended the
Rights Agreement dated as of December 18, 1998, between the Company and Mellon
Investor Services LLC (formerly The Chase Manhattan Bank), a national banking
association, as Rights Agent (the "Rights Agreement"). The Second Amendment to
Rights Agreement, dated as of March 25, 2002, to the Rights Agreement (the
"Second Amendment to Rights Agreement") exempts Shell, Merger Sub or any
affiliate or associate thereof and the execution and delivery of the Merger
Agreement and consummation of the transactions contemplated thereby from certain
provisions of the Rights Agreement.

          On March 25, 2002, the Company and Shell issued a press release (the
"Press Release") regarding the execution of the Merger Agreement.

          The foregoing description of the Merger Agreement does not purport to
be complete and is qualified in its entirety by reference to the Merger
Agreement, the Second Amendment to Rights Agreement and the Press Release, which
are filed as Exhibits hereto, and are incorporated herein by reference.

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                                   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.

Date:  April 1, 2002                         PENNZOIL-QUAKER STATE COMPANY
                                             (Registrant)

                                             By: /s/ PAUL B. SIEGEL
                                                 --------------------------
                                               Name:  Paul B. Siegel
                                               Title: Senior Vice President
                                                      and General Counsel



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