United States
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                    Form 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS
UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                                               Commission File Number: 1-14501
                                                                       -------



                         PENNZOIL-QUAKER STATE COMPANY
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            (Exact name of registrant as specified in its charter)


                                Pennzoil Place
                                 P.O. Box 2967
                           Houston, Texas 77252-2967
                                 713-546-4000
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        (Address, including zip code, and telephone number, including
            area code, of registrant's principal executive offices)


                    Common Stock, par value $0.10 per share
                      Rights to Purchase Preferred Stock
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           (Title of each class of securities covered by this Form)


            6.625% Notes due 2005, 10% Senior Notes due 2008
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 (Titles of all other classes of securities for which a duty to file reports
                     under section 13(a) or 15(d) remains)


Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:

     Rule 12g-4(a)(1)(i)    [X]           Rule 12h-3(b)(1)(ii)      [ ]
     Rule 12g-4(a)(1)(ii)   [ ]           Rule 12h-3(b)(2)(i)       [ ]
     Rule 12g-4(a)(2)(i)    [ ]           Rule 12h-3(b)(2)(ii)      [ ]
     Rule 12g-4(a)(2)(ii)   [ ]           Rule 15d-6                [ ]
     Rule 12h-3(b)(1)(i)    [X]



Approximate number of holders of record as of the certification or notice
date:  1 (one)





                                                                             2



                                  SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has caused this certification/notice to be signed on its behalf by
the undersigned duly authorized person.

Date: October 29, 2002                   PENNZOIL-QUAKER STATE COMPANY

                                         By: /s/  William C. Lowrey
                                             ---------------------------------
                                             Name:  William C. Lowrey
                                             Title: Vice President - Legal