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                                                                   EXHIBITS 23.3
 
                       CONSENT OF INDEPENDENT ACCOUNTANTS
 
     We consent to the incorporation by reference in the registration statement
on Form S-4 of our report dated January 27, 1998, on our audits of the financial
statements and the financial statement schedule of Quaker State Corporation and
subsidiaries as of December 31, 1997 and 1996, and for each of the three years
in the period ended December 31, 1997, which is included in the Annual Report on
Form 10-K. We also consent to the references to our firm under the captions
"Experts."
 
/s/  PRICEWATERHOUSECOOPERS LLP
 
PricewaterhouseCoopers LLP
 
Dallas, Texas
August 11, 1998