As filed with the Securities and Exchange Commission on October 7, 2002
                                                    Registration No. 333-69835
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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                             --------------------

                        Post-Effective Amendment No. 1
                                      To

                                   Form S-8

                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933

                                  ----------

                         Pennzoil-Quaker State Company
            (Exact name of registrant as specified in its charter)

       Delaware                                      76-0200625
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
 incorporation or organization)

                                  ----------

                                Pennzoil Place
                                 P.O. Box 2967
                            Houston, TX 77252-2967
                   (Address of Principal Executive Offices)

                         PENNZOIL-QUAKER STATE COMPANY
               SAVINGS AND INVESTMENT PLAN FOR HOURLY EMPLOYEES
                           (Full title of the plan)


                             CT Corporation System
                         1021 Main Street, Suite 1150
                             Houston, Texas 77002

                                (713) 658-9486
         (Telephone number, including area code, of agent for service)

                                  ----------

                                  Copies to:

                             Peter S. Wilson, Esq.
                            Cravath, Swaine & Moore
                                Worldwide Plaza
                               825 Eighth Avenue
                              New York, New York
                                  10019-7475
                                (212) 474-1000

                                  ----------

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     Pursuant to Rule 478(a)(4)  under the Securities Act of 1933, as amended,
Pennzoil-Quaker   State  Company  (the   "Company")   hereby   withdraws  from
registration  under  this  registration  statement  any and all  shares of the
common stock of the Company  registered  hereunder which have not been issued.
The Savings and Investment Plan for Hourly Employees of the Company,  pursuant
to which the shares would have been issued, has either expired by its terms or
been  terminated  and no  additional  shares  may be issued or sold under such
plan.






                                  SIGNATURES

     Pursuant to the  requirements  of the Securities Act of 1933, as amended,
the Company certifies that it has reasonable  grounds to believe that it meets
all of the  requirements  for  filing  on Form  S-8 and has duly  caused  this
Post-Effective  Amendment No. 1 to be signed on its behalf by the undersigned,
thereunto duly authorized, on this third day of October 2002.


                                   PENNZOIL-QUAKER STATE COMPANY



                                   By:  /s/   D. J. Pirret
                                        ------------------------------------
                                        Name:  D. J. Pirret
                                        Title: President and Chief Executive
                                               Officer


     Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  this
Post-Effective Amendment No. 1 has been signed by the following persons in the
capacities and on the dates indicated.


    Signature                     Title                         Date
    ---------                     -----                         ----


/s/ D. J. Pirret                President,
- --------------------      Chief Executive Officer        October 3, 2002
    D. J. Pirret             and Director



/s/ D. J. Palmer             Vice President,
- --------------------     Chief Financial Officer,        October 3, 2002
    D. J. Palmer          Treasurer and Director



/s/ M. J. Maratea               Controller               October 3, 2002
- --------------------
    M. J. Maratea