EXHIBIT 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS


      We hereby consent to the incorporation by reference in the Registration
Statement on Forms S-8 (File Nos. 333-69833 and 333-84266) of Pennzoil-Quaker
State Company of our report dated June 28, 2002 relating to the financial
statements of Pennzoil-Quaker State Company Savings and Investment Plan which
appears in this Form 11-K.



/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Houston, Texas
June 28, 2002