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                        [RYDER SCOTT COMPANY LETTERHEAD]



                   CONSENT OF INDEPENDENT PETROLEUM ENGINEERS



                  We hereby consent to the incorporation by reference in 
Pennzoil Company's previously filed Registration Statements on Form S-8 Nos.
2-67268, 2-76935, 2-95869, 33-24261, 33-40192, 33-51473, 33-53783 and 33-63384
and on Form S-3 Nos. 33-50029 and 33-50953 of our summary report dated February
7, 1996 included as Exhibit 99(a) to this Annual Report on Form 10-K and the
data extracted from our reports and the references to our firm appearing in
"Item 1. Business and Item 2.  Properties" under the captions "Oil and Gas - Oil
and Gas Reserves" and in "Supplemental Financial and Statistical Information -
Unaudited - Oil and Gas Information" in such Annual Report on Form 10-K.



                                                     /s/ RYDER SCOTT COMPANY
                                                         PETROLEUM ENGINEERS
                                                     -----------------------    
                                                         RYDER SCOTT COMPANY
                                                         PETROLEUM ENGINEERS



Houston, Texas
February 22, 1996