1
STATEMENT RE COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES       EXHIBIT 12
Quaker State Corporation and Subsidiaries
For the Nine Months Ended September 30, 1997
(in thousands)


                                                    
Interest expense                                       $     20,251
Interest factor of rental expense (1)                         6,879
                                                       ------------
                                                                   
Total fixed charges                                    $     27,130
                                                       ============
                                                                   
                                                                   
Income from continuing operations                                  
  before income taxes                                  $     17,170
Fixed charges                                                27,130
                                                       ------------
                                                                   
Total earnings                                         $     44,300
                                                       ============
                                                                   
Ratio of earnings to fixed charges                              1.6
                                                       ============


(1)  Interest factor of rental expense computed based on:  (a) average interest 
     factor from a sample of leases for operations representing in excess of 
     50% of rentals from continuing operations, and (b) one-third factor of 
     rentals for other operations.