1

                                                                    EXHIBIT 4(l)


                                PENNZOIL COMPANY
                          SAVINGS AND INVESTMENT PLAN
                              FOR HOURLY EMPLOYEES

                   (As Established Effective January 1, 1989)


                                First Amendment


                 Pennzoil Company, a Delaware corporation (the "Company"),
having established the Pennzoil Company Savings and Investment Plan for Hourly
Employees, effective January 1, 1989 (the "Plan"), and having reserved the
right under Section 10.4 thereof to amend the Plan, does hereby amend the Plan
by adding the following sentence at the end of Section 11.4 of the Plan,
effective as of April 1, 1990, as follows:

         "If the Committee receives a qualified domestic relations order with
         respect to a Member, the Committee may authorize the immediate
         distribution of the amount assigned to the Member's former spouse
         pursuant to such order, to the extent vested and permitted by law,
         from the Member's Pre-Tax, After-Tax and Employer Contribution
         Accounts."

                 IN WITNESS WHEREOF, Pennzoil Company has caused these presents
to be executed by its duly authorized officers in a number of copies, all of
which shall constitute one and the same instrument, which may be sufficiently
evidenced by any executed copy thereof, this ___ day of ____________, 1990, but
effective as of April 1, 1990.



                                                 PENNZOIL COMPANY


                                                 By  JAMES L. PATE        

ATTEST:

LINDA F. CONDIT           
Secretary