<PAGE>   1




            As filed with the Securities and Exchange Commission on May 12, 1994
                                                      Registration No. 33-______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                     -----

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                                     -----

                            QUAKER STATE CORPORATION
             (Exact name of registrant as specified in its charter)


<TABLE>
  <S>                                                         <C>
               DELAWARE                                           25-0742820
    (State or other jurisdiction of                            (I.R.S. Employer
    incorporation or organization)                            Identification No.)

            255 ELM STREET
        OIL CITY, PENNSYLVANIA                                       16301
  (Address of Principal Executive Offices)                        (Zip Code)
</TABLE>

                           1994 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                                     -----

                            GERALD W. CALLAHAN, ESQ.
                 VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                            QUAKER STATE CORPORATION
                                 255 ELM STREET
                          OIL CITY, PENNSYLVANIA 16301
                    (Name and address of agent for service)
  Telephone number, including area code, of agent for service: (814) 676-7780

                                     -----

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=========================================================================================
   Title of                              Proposed          Proposed
  securities             Amount           maximum           maximum        Amount of
     to be                to be       offering price       aggregate     registration
  registered           registered      per share(1)     offering price        fee
- -----------------------------------------------------------------------------------------
 <S>                 <C>                 <C>             <C>                <C>         
 Capital Stock,
   par value $1.00
   per share........ 1,250,000 shares    $13.625         $17,031,250        $5872.84
=========================================================================================
</TABLE>             

      (1)  Estimated solely for the purpose of calculating the registration
 fee.  Pursuant to Rules 457(h) and (c), the proposed maximum aggregate
 offering price for shares which may be issued under the Plan but are not
 subject to outstanding stock options is based on the average of the high and
 low sales prices as shown by the NYSE Composite-Transactions Listing in The
 Wall Street Journal for the Capital Stock on May 10, 1994.
================================================================================
<PAGE>   2





                                    PART II

                            INFORMATION REQUIRED IN
                             REGISTRATION STATEMENT


 ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

        The following documents filed by the registrant with the Securities and
 Exchange Commission (File No. 1-2677) are incorporated by reference in this
 registration statement:

              (a)  The registrant's latest annual report on Form 10-K filed
        pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
        1934 (the "1934 Act");

              (b)  All other reports filed by the registrant pursuant to
        Section 13(a) or 15(d) of the 1934 Act since the end of the fiscal year
        covered by the annual report on Form 10-K referred to above;

              (c)  The description of the registrant's Capital Stock contained
        in the registrant's current report on Form 8-K, filed September 5,
        1989, including any amendment or report filed for the purpose of
        updating such description.

        All documents filed by the registrant pursuant to Sections 13(a),
 13(c), 14 or 15(d) of the 1934 Act subsequent to the filing of this
 registration statement and prior to the filing of a post-effective amendment
 which indicates that all securities offered hereby have been sold or which
 deregisters all securities then remaining unsold shall be deemed to be
 incorporated by reference in this registration statement and to be a part
 hereof from the date of filing of such documents, except that the information
 included in any document in response to paragraphs (i), (k) or (l) of Item 402
 of Regulation S-K is not incorporated by reference in this registration
 statement.

        Any statement contained in a document incorporated or deemed to be
 incorporated by reference in this registration statement shall be deemed to be
 modified or superseded for purposes of this registration statement to the
 extent that a statement contained in this registration statement or in any
 other contemporaneously or subsequently filed document which also is or is
 deemed to be incorporated by reference in this registration statement modifies
 or supersedes such statement.  Any such statement so modified or superseded
 shall not be deemed, except as so modified or superseded, to constitute a part
 of this registration statement.


 ITEM 4.  DESCRIPTION OF SECURITIES.

        Not applicable.


 ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.


 ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Section 145 of the Delaware General Corporation Law provides that a
 corporation shall have power to indemnify any person who was or is a party, or
 is threatened to be made a party to any threatened, pending or completed
 action, suit or proceeding, whether civil, criminal, administrative or


                                      II-1
<PAGE>   3





 investigative (other than an action by or in the right of the corporation) by
 reason of the fact that such person is or was a director, officer, employee or
 agent of the corporation, or is or was serving at the request of the
 corporation as a director, officer, employee or agent of another corporation,
 partnership, joint venture, trust or other enterprise, against expenses
 (including attorneys' fees), judgments, fines and amounts paid in settlement
 actually and reasonably incurred by such person in connection with such
 action, suit or proceeding if such person acted in good faith and in a manner
 such person reasonably believed to be in or not opposed to the best interests
 of the corporation, and, with respect to any criminal action or proceeding,
 had no reasonable cause to believe such person's conduct was unlawful.  The
 termination of any action, suit or proceeding by judgment, order, settlement,
 conviction, or upon a plea' of NOLO CONTENDERE or its equivalent shall not, of
 itself, create a presumption that the person did not act in good faith and in
 a manner which such person reasonably believed to be in or not opposed to the
 best interests of the corporation, and, with respect to any criminal action or
 proceeding, had reasonable cause to believe that his or her conduct was
 unlawful.

        Section 145 of the Delaware General Corporation Law also provides that
 a corporation shall have power to indemnify any person who was or is a party,
 or is threatened to be made a party, to any threatened, pending or completed
 action or suit by or in the right of the corporation to procure a judgment in
 its favor by reason of the fact that such person is or was a director,
 officer, employee or agent of the corporation, or is or was serving at the
 request of the corporation as a director, officer, employee or agent of
 another corporation, partnership, joint venture, trust or other enterprise
 against expenses (including attorneys' fees) actually and reasonably incurred
 by such person in connection with the defense or settlement of such action or
 suit if such person acted in good faith and in a manner such person reasonably
 believed to be in or not opposed to the best interests of the corporation and
 except that no indemnification shall be made in respect of any claim, issue or
 matter as to which such person shall have been adjudged to be liable to the
 corporation unless and only to the extent that the Court of Chancery or the
 court in which such action or suit was brought shall determine upon
 application that, despite the adjudication of liability but in view of all the
 circumstances of the case, such person is fairly and reasonably entitled to
 indemnity for such expenses which the Court of Chancery or such other court
 shall deem proper.

        Under Section 145, any such indemnification (unless ordered by a court)
 shall be made by the corporation only as authorized in the specific case upon
 a determination that indemnification of the director, officer, employee or
 agent is proper in the circumstances because such person has met the
 applicable standard of conduct.  Such determination shall be made (l) by the
 board of directors by a majority vote of a quorum consisting of directors who
 were not parties to such action, suit or proceeding, or (2) if such a quorum
 is not obtainable, or, even if obtainable a quorum of disinterested directors
 so directs, by independent legal counsel in a written opinion or (3) by the
 stockholders.

        Notwithstanding the above, Section 145 provides that to the extent that
 a director, officer, employee or agent of a corporation has been successful on
 the merits or otherwise in defense of any action, suit or proceeding referred
 to above, or in defense of any claim, issue or matter therein, such person
 shall be indemnified against expenses (including attorneys' fees) actually and
 reasonably incurred by such person in connection therewith.

        Section 145 further provides that expenses (including attorneys' fees)
 incurred by an officer or director in defending any civil, criminal,
 administrative or investigative action, suit or proceeding may be paid by the
 corporation in advance of the final disposition of such action, suit or
 proceeding upon receipt of an undertaking by or on behalf of such director or
 officer to repay such amount if it shall ultimately be determined that such
 person is not entitled to be indemnified.  Such expenses (including attorneys'
 fees) incurred by other employees and agents may be so paid upon such terms
 and conditions, if any, as the board of directors deems appropriate.




                                      II-2
<PAGE>   4





        Finally, Section 145 provides that the indemnification and advancement
 of expenses provided by or granted pursuant to Section 145 shall not be deemed
 exclusive of any other rights to which those seeking indemnification or
 advancement of expenses may be entitled under any by-law, agreement, vote of
 stockholders or disinterested directors or otherwise, both as to action in
 such person's official capacity and as to action in another capacity while
 holding such office, and shall, unless otherwise provided when authorized or
 ratified, continue as to a person who has ceased to be a director, officer,
 employee or agent and inure to the benefit of the heirs, executors and
 administrators of such a person.

        Former Section 56 of the By-Laws of the registrant provides that the
 Directors and officers of the registrant shall be indemnified as of right to
 the fullest extent now or hereafter permitted by law in connection with any
 actual or threatened civil, criminal, administrative or investigative action,
 suit or proceeding (whether brought by or in the name of the corporation or
 otherwise) arising out of their service to the registrant or to another
 organization at the request of the registrant.  Former Section 56 of the By-
 Laws applies to all such actions, suits or proceedings commenced prior to May
 14, 1987.

        Article Sixteenth of the registrant's Certificate of Incorporation (the
 "Indemnification Article") provides that Directors and officers of the
 registrant shall be indemnified except as prohibited by law against reasonable
 expenses and any liability paid or incurred by such person in connection with
 any actual or threatened claim, action, suit or proceeding, whether civil,
 criminal, administrative, investigative or other, whether brought by or in the
 right of the registrant or otherwise, in which such person may be involved by
 reason of such person being or having been a Director or officer of the
 registrant or by reason of the fact that such person is or was serving at the
 request of the registrant as a director, officer, employee, fiduciary or other
 representative of another corporation or other entity.  The Indemnification
 Article applies to all such actions, suits or proceedings commenced after May
 13, 1987.

        The registrant has also entered into Indemnification and Insurance
 Agreements with each of its Directors and from time to time may enter into
 such Agreements with certain officers, employees or other persons designated
 by the registrant's Board of Directors.  Under each of such Agreements, the
 individual party to the Agreement is indemnified for all expenses and
 liability (including amounts paid in settlement) in any proceeding against him
 unless it shall be determined under a procedure established in such Agreements
 that such party knew that his conduct was clearly opposed to the best
 interests of the registrant.

        Section 145 of the Delaware General Corporation Law provides that a
 corporation shall have power to purchase and maintain insurance on behalf of
 any person who is or was a director, officer, employee or agent of the
 corporation, or is or was serving at the request of the corporation as a
 director, officer, employee or agent of another corporation, partnership,
 joint venture, trust or other enterprise against any liability asserted
 against such person and incurred by such person in any such capacity, or
 arising out of such person's status as such, whether or not the corporation
 would have the power to indemnify such person against such liability under the
 provisions of Section 145.

        The Indemnification Article provides that the registrant may purchase
 and maintain insurance to protect itself and any Director, officer or other
 person entitled to indemnification under the Indemnification Article against
 any expenses or liability incurred by such person in connection with any
 claim, action, suit of proceeding in which such person may be involved by
 reason of the service of such person to the registrant or to another
 organization at the request of the registrant whether or not the registrant
 would have the power to indemnify such person against such liability by law or
 under the provisions of the Indemnification Article.

        The registrant maintains director and officer liability insurance
 covering its Directors and officers with respect to liabilities, including
 liabilities under the Securities Act of 1933, which they may incur in
 connection with their serving as such.  Under this insurance, the insurer will
 pay all amounts which the registrant's Directors and officers become legally
 obligated to pay and for which they are legally entitled to


                                      II-3
<PAGE>   5





 indemnification from the registrant, and the Directors and officers have
 coverage against certain liabilities for which they may not be entitled to
 indemnification from the registrant.  Each Indemnification and Insurance
 Agreement provides that if the registrant does not maintain in effect the
 director and officer liability insurance in effect at the time the
 Indemnification and Insurance Agreement was entered into, the registrant will
 make payment to the Director to the fullest extent of the coverage that would
 otherwise have been provided by the insurance for the benefit of the Director
 had the insurance been maintained.


 ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.


 ITEM 8.  EXHIBITS.

        An Exhibit Index, containing a list of all exhibits filed with this
 registration statement, is included on page II-7.


 ITEM 9.  UNDERTAKINGS.

       (A)  RULE 415 OFFERING.

            The undersigned registrant hereby undertakes:

                 (1)  To file, during any period in which offers or sales are
            being made, a post-effective amendment to this registration
            statement:

                        (i)  To include any prospectus required by section
                 10(a)(3) of the Securities Act of 1933 (the "1933 Act");

                       (ii)  To reflect in the prospectus any facts or events
                 arising after the effective date of the registration statement
                 (or the most recent post-effective amendment thereof) which,
                 individually or in the aggregate, represent a fundamental
                 change in the information set forth in the registration
                 statement;

                      (iii)  To include any material information with respect
                 to the plan of distribution not previously disclosed in the
                 registration statement or any material change to such
                 information in the registration statement;

            PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply
            if the information required to be included in a post-effective
            amendment by those paragraphs is contained in periodic reports
            filed by the registrant pursuant to section 13 or section 15(d) of
            the Securities Exchange Act of 1934 (the "1934 Act") that are
            incorporated by reference in the registration statement;

                 (2)  That, for the purpose of determining any liability under
            the 1933 Act, each such post-effective amendment shall be deemed to
            be a new registration statement relating to the securities offered
            therein, and the offering of such securities at that time shall be
            deemed to be the initial bona fide offering thereof; and

                 (3)  To remove from registration by means of a post-effective
            amendment any of the securities being registered which remain
            unsold at the termination of the offering.


                                      II-4
<PAGE>   6





       (B)  FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY 
REFERENCE.

       The undersigned registrant hereby undertakes that, for purposes of
 determining any liability under the 1933 Act, each filing of the registrant's
 annual report pursuant to section 13(a) or section 15(d) of the 1934 Act that
 is incorporated by reference in the registration statement shall be deemed to
 be a new registration statement relating to the securities offered herein, and
 the offering of such securities at that time shall be deemed to be the initial
 bona fide offering thereof.

       (H)  FILING OF REGISTRATION STATEMENT OF FORM S-8.

       Insofar as indemnification for liabilities arising under the 1933 Act
 may be permitted to directors, officers and controlling persons of the
 registrant pursuant to the provisions described under Item 6 above, or
 otherwise, the registrant has been advised that in the opinion of the
 Securities and Exchange Commission such indemnification is against public
 policy as expressed in such Act and is, therefore, unenforceable.  In the
 event that a claim for indemnification against such liabilities (other than
 the payment by the registrant of expenses incurred or paid by a director,
 officer or controlling person of the registrant in the successful defense of
 any action, suit or proceeding) is asserted by such director, officer or
 controlling person in connection with the securities being registered, the
 registrant will, unless in the opinion of its counsel the matter has been
 settled by controlling precedent, submit to a court of appropriate
 jurisdiction the question whether such indemnification by it is against public
 policy as expressed in such Act and will be governed by the final adjudication
 of such issue.





                                      II-5
<PAGE>   7





                                   SIGNATURES

      PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
 REGISTRANT 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
 REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
 THEREUNTO DULY AUTHORIZED, IN OIL CITY, PENNSYLVANIA, ON THE 12TH DAY OF MAY,
 1994.

                                                     QUAKER STATE CORPORATION


                                                     By  /s/  HERBERT M. BAUM
                                                       -------------------------
                                                     HERBERT M. BAUM,
                                                     CHAIRMAN OF THE bOARD
                                                     AND CHIEF EXECUTIVE OFFICER


      PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
 REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
 CAPACITIES AND ON THE DATES INDICATED.                           

<TABLE>
<CAPTION>
          SIGNATURE                      CAPACITY                    DATE
          ---------                      --------                    ----
 <S>  <C>                          <C>                          <C>
 /s/  Herbert M. Baum              Chairman of the Board and
 --------------------------
        Herbert M. Baum            Chief Executive Officer      May 12, 1994
                                   and Director


 /s/  R. Scott Keefer              Vice President, Finance
 --------------------------
        R. Scott Keefer            (Principal Financial         May 12, 1994
                                   Officer)


 /s/  David A. Hogue               Controller (Principal
 --------------------------
        David A. Hogue             Accounting Officer)          May 12, 1994
</TABLE>



 Leonard M. Carroll
 Conrad A. Conrad
 Laurel Cutler
 Homer M. Ellenburg
 C. Fred Fetterolf
 Thomas A. Gardner
 H. Bryce Jordan
 W. Craig McClelland
 Delbert J. McQuaide
 Raymond A. Ross, Jr.


 By  /s/ Gerald W. Callahan
    --------------------------
    Gerald W. Callahan,
      Attorney-In-Fact                                          May 12, 1994



                                      II-6
<PAGE>   8




                           QUAKER STATE CORPORATION
                           1994 STOCK INCENTIVE PLAN

                                     -----

                       REGISTRATION STATEMENT ON FORM S-8

                                     -----

                                  EXHIBIT INDEX
                     (PURSUANT TO ITEM 601 OF REGULATION S-K)


<TABLE>
<CAPTION>
 EXHIBIT
   NO.                DESCRIPTION AND METHOD OF FILING
 -------              --------------------------------
  <S>       <C>
   4.1      Composite Certificate of Incorporation of the registrant, filed as Exhibit 3(a) to the
            registrant's annual report on Form 10-K for the fiscal year ended December 31,1987
            and incorporated herein by reference.

   4.2      Credit Agreement, dated as of March 31, 1992, by and among the registrant, certain Banks
            and Pittsburgh National Bank, as Agent for the Banks (the "Credit Agreement"),
            filed as Exhibit 19 to the registrant's quarterly report on Form 10-Q for the fiscal quarter
            ended March 31, 1992 and incorporated herein by reference.

   4.3      Amendment No. 1 to the Credit Agreement, dated as of September 30, 1992, filed as
            Exhibit 4(b) to the registrant's annual report on Form 10-K for the fiscal
            year ended December 31, 1992 and incorporated herein by reference.

   4.4      Amendment No. 2 to the Credit Agreement, dated as of August 16, 1993, filed as
            Exhibit 4(c) to the registrant's annual report on Form 10-K for the fiscal
            year ended December 31, 1993 and incorporated herein by reference.

   4.5      Composite Note Agreement, dated as of September 1, 1992, between the registrant and
            certain insurance companies, with respect to $50,000,000 8.73% Senior Notes due
            September 30, 2002 (the "Note Agreement"), filed as Exhibit 4 to the registrant's quarterly
            report on Form 10-Q for the fiscal quarter ended September 30, 1992 and incorporated
            herein by reference.

   4.6      First Amendment to Note Agreements, dated as of December 31, 1992, filed as Exhibit 4(d)
            to the registrant's annual report on Form 10-K for the fiscal year ended December 31, 1992
            and incorporated herein by reference.

   5.1      Opinion of Reed Smith Shaw & McClay as to the legality of the shares of Capital Stock
            being registered, filed herewith.

  23.1      Consent of Reed Smith Shaw & McClay (included in Exhibit 5.1 filed herewith).

  23.2      Consent of Coopers & Lybrand, filed herewith.

  24.1      Powers of Attorney, filed herewith.
</TABLE>





                                      II-7
[{"type": "S-8", "sequence": "1", "description": "QUAKER STATE", "secsgml_size_bytes": 25869}]
{"company-data": {"conformed-name": "QUAKER STATE CORP", "cik": "0000081381", "assigned-sic": "2911", "irs-number": "250742820", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-53617", "film-number": "94527570"}, "business-address": {"street1": "P O BOX 989", "city": "OIL CITY", "state": "PA", "zip": "16301", "phone": "8146767780"}, "mail-address": {"street1": "P O BOX 989", "city": "OIL CITY", "state": "PA", "zip": "16301"}, "former-company": {"former-conformed-name": "QUAKER STATE OIL REFINING CORP", "date-changed": "19870715"}}
1

            As filed with the Securities and Exchange Commission on May 12, 1994
                                                      Registration No. 33-______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                     -----

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                                     -----

                            QUAKER STATE CORPORATION
             (Exact name of registrant as specified in its charter)
DELAWARE                                           25-0742820
    (State or other jurisdiction of                            (I.R.S. Employer
    incorporation or organization)                            Identification No.)

            255 ELM STREET
        OIL CITY, PENNSYLVANIA                                       16301
  (Address of Principal Executive Offices)                        (Zip Code)
1994 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                                     -----

                            GERALD W. CALLAHAN, ESQ.
                 VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                            QUAKER STATE CORPORATION
                                 255 ELM STREET
                          OIL CITY, PENNSYLVANIA 16301
                    (Name and address of agent for service)
  Telephone number, including area code, of agent for service: (814) 676-7780

                                     -----

                        CALCULATION OF REGISTRATION FEE
=========================================================================================
   Title of                              Proposed          Proposed
  securities             Amount           maximum           maximum        Amount of
     to be                to be       offering price       aggregate     registration
  registered           registered      per share(1)     offering price        fee
- -----------------------------------------------------------------------------------------
Capital Stock,
   par value $1.00
   per share........ 1,250,000 shares    $13.625         $17,031,250        $5872.84
=========================================================================================
(1)  Estimated solely for the purpose of calculating the registration
 fee.  Pursuant to Rules 457(h) and (c), the proposed maximum aggregate
 offering price for shares which may be issued under the Plan but are not
 subject to outstanding stock options is based on the average of the high and
 low sales prices as shown by the NYSE Composite-Transactions Listing in The
 Wall Street Journal for the Capital Stock on May 10, 1994.
================================================================================
2

                                    PART II

                            INFORMATION REQUIRED IN
                             REGISTRATION STATEMENT

 ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

        The following documents filed by the registrant with the Securities and
 Exchange Commission (File No. 1-2677) are incorporated by reference in this
 registration statement:

              (a)  The registrant's latest annual report on Form 10-K filed
        pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
        1934 (the "1934 Act");

              (b)  All other reports filed by the registrant pursuant to
        Section 13(a) or 15(d) of the 1934 Act since the end of the fiscal year
        covered by the annual report on Form 10-K referred to above;

              (c)  The description of the registrant's Capital Stock contained
        in the registrant's current report on Form 8-K, filed September 5,
        1989, including any amendment or report filed for the purpose of
        updating such description.

        All documents filed by the registrant pursuant to Sections 13(a),
 13(c), 14 or 15(d) of the 1934 Act subsequent to the filing of this
 registration statement and prior to the filing of a post-effective amendment
 which indicates that all securities offered hereby have been sold or which
 deregisters all securities then remaining unsold shall be deemed to be
 incorporated by reference in this registration statement and to be a part
 hereof from the date of filing of such documents, except that the information
 included in any document in response to paragraphs (i), (k) or (l) of Item 402
 of Regulation S-K is not incorporated by reference in this registration
 statement.

        Any statement contained in a document incorporated or deemed to be
 incorporated by reference in this registration statement shall be deemed to be
 modified or superseded for purposes of this registration statement to the
 extent that a statement contained in this registration statement or in any
 other contemporaneously or subsequently filed document which also is or is
 deemed to be incorporated by reference in this registration statement modifies
 or supersedes such statement.  Any such statement so modified or superseded
 shall not be deemed, except as so modified or superseded, to constitute a part
 of this registration statement.

 ITEM 4.  DESCRIPTION OF SECURITIES.

        Not applicable.

 ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

 ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Section 145 of the Delaware General Corporation Law provides that a
 corporation shall have power to indemnify any person who was or is a party, or
 is threatened to be made a party to any threatened, pending or completed
 action, suit or proceeding, whether civil, criminal, administrative or

                                      II-1
3

 investigative (other than an action by or in the right of the corporation) by
 reason of the fact that such person is or was a director, officer, employee or
 agent of the corporation, or is or was serving at the request of the
 corporation as a director, officer, employee or agent of another corporation,
 partnership, joint venture, trust or other enterprise, against expenses
 (including attorneys' fees), judgments, fines and amounts paid in settlement
 actually and reasonably incurred by such person in connection with such
 action, suit or proceeding if such person acted in good faith and in a manner
 such person reasonably believed to be in or not opposed to the best interests
 of the corporation, and, with respect to any criminal action or proceeding,
 had no reasonable cause to believe such person's conduct was unlawful.  The
 termination of any action, suit or proceeding by judgment, order, settlement,
 conviction, or upon a plea' of NOLO CONTENDERE or its equivalent shall not, of
 itself, create a presumption that the person did not act in good faith and in
 a manner which such person reasonably believed to be in or not opposed to the
 best interests of the corporation, and, with respect to any criminal action or
 proceeding, had reasonable cause to believe that his or her conduct was
 unlawful.

        Section 145 of the Delaware General Corporation Law also provides that
 a corporation shall have power to indemnify any person who was or is a party,
 or is threatened to be made a party, to any threatened, pending or completed
 action or suit by or in the right of the corporation to procure a judgment in
 its favor by reason of the fact that such person is or was a director,
 officer, employee or agent of the corporation, or is or was serving at the
 request of the corporation as a director, officer, employee or agent of
 another corporation, partnership, joint venture, trust or other enterprise
 against expenses (including attorneys' fees) actually and reasonably incurred
 by such person in connection with the defense or settlement of such action or
 suit if such person acted in good faith and in a manner such person reasonably
 believed to be in or not opposed to the best interests of the corporation and
 except that no indemnification shall be made in respect of any claim, issue or
 matter as to which such person shall have been adjudged to be liable to the
 corporation unless and only to the extent that the Court of Chancery or the
 court in which such action or suit was brought shall determine upon
 application that, despite the adjudication of liability but in view of all the
 circumstances of the case, such person is fairly and reasonably entitled to
 indemnity for such expenses which the Court of Chancery or such other court
 shall deem proper.

        Under Section 145, any such indemnification (unless ordered by a court)
 shall be made by the corporation only as authorized in the specific case upon
 a determination that indemnification of the director, officer, employee or
 agent is proper in the circumstances because such person has met the
 applicable standard of conduct.  Such determination shall be made (l) by the
 board of directors by a majority vote of a quorum consisting of directors who
 were not parties to such action, suit or proceeding, or (2) if such a quorum
 is not obtainable, or, even if obtainable a quorum of disinterested directors
 so directs, by independent legal counsel in a written opinion or (3) by the
 stockholders.

        Notwithstanding the above, Section 145 provides that to the extent that
 a director, officer, employee or agent of a corporation has been successful on
 the merits or otherwise in defense of any action, suit or proceeding referred
 to above, or in defense of any claim, issue or matter therein, such person
 shall be indemnified against expenses (including attorneys' fees) actually and
 reasonably incurred by such person in connection therewith.

        Section 145 further provides that expenses (including attorneys' fees)
 incurred by an officer or director in defending any civil, criminal,
 administrative or investigative action, suit or proceeding may be paid by the
 corporation in advance of the final disposition of such action, suit or
 proceeding upon receipt of an undertaking by or on behalf of such director or
 officer to repay such amount if it shall ultimately be determined that such
 person is not entitled to be indemnified.  Such expenses (including attorneys'
 fees) incurred by other employees and agents may be so paid upon such terms
 and conditions, if any, as the board of directors deems appropriate.

                                      II-2
4

        Finally, Section 145 provides that the indemnification and advancement
 of expenses provided by or granted pursuant to Section 145 shall not be deemed
 exclusive of any other rights to which those seeking indemnification or
 advancement of expenses may be entitled under any by-law, agreement, vote of
 stockholders or disinterested directors or otherwise, both as to action in
 such person's official capacity and as to action in another capacity while
 holding such office, and shall, unless otherwise provided when authorized or
 ratified, continue as to a person who has ceased to be a director, officer,
 employee or agent and inure to the benefit of the heirs, executors and
 administrators of such a person.

        Former Section 56 of the By-Laws of the registrant provides that the
 Directors and officers of the registrant shall be indemnified as of right to
 the fullest extent now or hereafter permitted by law in connection with any
 actual or threatened civil, criminal, administrative or investigative action,
 suit or proceeding (whether brought by or in the name of the corporation or
 otherwise) arising out of their service to the registrant or to another
 organization at the request of the registrant.  Former Section 56 of the By-
 Laws applies to all such actions, suits or proceedings commenced prior to May
 14, 1987.

        Article Sixteenth of the registrant's Certificate of Incorporation (the
 "Indemnification Article") provides that Directors and officers of the
 registrant shall be indemnified except as prohibited by law against reasonable
 expenses and any liability paid or incurred by such person in connection with
 any actual or threatened claim, action, suit or proceeding, whether civil,
 criminal, administrative, investigative or other, whether brought by or in the
 right of the registrant or otherwise, in which such person may be involved by
 reason of such person being or having been a Director or officer of the
 registrant or by reason of the fact that such person is or was serving at the
 request of the registrant as a director, officer, employee, fiduciary or other
 representative of another corporation or other entity.  The Indemnification
 Article applies to all such actions, suits or proceedings commenced after May
 13, 1987.

        The registrant has also entered into Indemnification and Insurance
 Agreements with each of its Directors and from time to time may enter into
 such Agreements with certain officers, employees or other persons designated
 by the registrant's Board of Directors.  Under each of such Agreements, the
 individual party to the Agreement is indemnified for all expenses and
 liability (including amounts paid in settlement) in any proceeding against him
 unless it shall be determined under a procedure established in such Agreements
 that such party knew that his conduct was clearly opposed to the best
 interests of the registrant.

        Section 145 of the Delaware General Corporation Law provides that a
 corporation shall have power to purchase and maintain insurance on behalf of
 any person who is or was a director, officer, employee or agent of the
 corporation, or is or was serving at the request of the corporation as a
 director, officer, employee or agent of another corporation, partnership,
 joint venture, trust or other enterprise against any liability asserted
 against such person and incurred by such person in any such capacity, or
 arising out of such person's status as such, whether or not the corporation
 would have the power to indemnify such person against such liability under the
 provisions of Section 145.

        The Indemnification Article provides that the registrant may purchase
 and maintain insurance to protect itself and any Director, officer or other
 person entitled to indemnification under the Indemnification Article against
 any expenses or liability incurred by such person in connection with any
 claim, action, suit of proceeding in which such person may be involved by
 reason of the service of such person to the registrant or to another
 organization at the request of the registrant whether or not the registrant
 would have the power to indemnify such person against such liability by law or
 under the provisions of the Indemnification Article.

        The registrant maintains director and officer liability insurance
 covering its Directors and officers with respect to liabilities, including
 liabilities under the Securities Act of 1933, which they may incur in
 connection with their serving as such.  Under this insurance, the insurer will
 pay all amounts which the registrant's Directors and officers become legally
 obligated to pay and for which they are legally entitled to

                                      II-3
5

 indemnification from the registrant, and the Directors and officers have
 coverage against certain liabilities for which they may not be entitled to
 indemnification from the registrant.  Each Indemnification and Insurance
 Agreement provides that if the registrant does not maintain in effect the
 director and officer liability insurance in effect at the time the
 Indemnification and Insurance Agreement was entered into, the registrant will
 make payment to the Director to the fullest extent of the coverage that would
 otherwise have been provided by the insurance for the benefit of the Director
 had the insurance been maintained.

 ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

 ITEM 8.  EXHIBITS.

        An Exhibit Index, containing a list of all exhibits filed with this
 registration statement, is included on page II-7.

 ITEM 9.  UNDERTAKINGS.

       (A)  RULE 415 OFFERING.

            The undersigned registrant hereby undertakes:

                 (1)  To file, during any period in which offers or sales are
            being made, a post-effective amendment to this registration
            statement:

                        (i)  To include any prospectus required by section
                 10(a)(3) of the Securities Act of 1933 (the "1933 Act");

                       (ii)  To reflect in the prospectus any facts or events
                 arising after the effective date of the registration statement
                 (or the most recent post-effective amendment thereof) which,
                 individually or in the aggregate, represent a fundamental
                 change in the information set forth in the registration
                 statement;

                      (iii)  To include any material information with respect
                 to the plan of distribution not previously disclosed in the
                 registration statement or any material change to such
                 information in the registration statement;

            PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply
            if the information required to be included in a post-effective
            amendment by those paragraphs is contained in periodic reports
            filed by the registrant pursuant to section 13 or section 15(d) of
            the Securities Exchange Act of 1934 (the "1934 Act") that are
            incorporated by reference in the registration statement;

                 (2)  That, for the purpose of determining any liability under
            the 1933 Act, each such post-effective amendment shall be deemed to
            be a new registration statement relating to the securities offered
            therein, and the offering of such securities at that time shall be
            deemed to be the initial bona fide offering thereof; and

                 (3)  To remove from registration by means of a post-effective
            amendment any of the securities being registered which remain
            unsold at the termination of the offering.

                                      II-4
6

       (B)  FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY 
REFERENCE.

       The undersigned registrant hereby undertakes that, for purposes of
 determining any liability under the 1933 Act, each filing of the registrant's
 annual report pursuant to section 13(a) or section 15(d) of the 1934 Act that
 is incorporated by reference in the registration statement shall be deemed to
 be a new registration statement relating to the securities offered herein, and
 the offering of such securities at that time shall be deemed to be the initial
 bona fide offering thereof.

       (H)  FILING OF REGISTRATION STATEMENT OF FORM S-8.

       Insofar as indemnification for liabilities arising under the 1933 Act
 may be permitted to directors, officers and controlling persons of the
 registrant pursuant to the provisions described under Item 6 above, or
 otherwise, the registrant has been advised that in the opinion of the
 Securities and Exchange Commission such indemnification is against public
 policy as expressed in such Act and is, therefore, unenforceable.  In the
 event that a claim for indemnification against such liabilities (other than
 the payment by the registrant of expenses incurred or paid by a director,
 officer or controlling person of the registrant in the successful defense of
 any action, suit or proceeding) is asserted by such director, officer or
 controlling person in connection with the securities being registered, the
 registrant will, unless in the opinion of its counsel the matter has been
 settled by controlling precedent, submit to a court of appropriate
 jurisdiction the question whether such indemnification by it is against public
 policy as expressed in such Act and will be governed by the final adjudication
 of such issue.

                                      II-5
7

                                   SIGNATURES

      PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
 REGISTRANT 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
 REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
 THEREUNTO DULY AUTHORIZED, IN OIL CITY, PENNSYLVANIA, ON THE 12TH DAY OF MAY,
 1994.

                                                     QUAKER STATE CORPORATION

                                                     By  /s/  HERBERT M. BAUM
                                                       -------------------------
                                                     HERBERT M. BAUM,
                                                     CHAIRMAN OF THE bOARD
                                                     AND CHIEF EXECUTIVE OFFICER

      PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
 REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
 CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE                      CAPACITY                    DATE
          ---------                      --------                    ----
/s/  Herbert M. Baum              Chairman of the Board and
 --------------------------
        Herbert M. Baum            Chief Executive Officer      May 12, 1994
                                   and Director

 /s/  R. Scott Keefer              Vice President, Finance
 --------------------------
        R. Scott Keefer            (Principal Financial         May 12, 1994
                                   Officer)

 /s/  David A. Hogue               Controller (Principal
 --------------------------
        David A. Hogue             Accounting Officer)          May 12, 1994
Leonard M. Carroll
 Conrad A. Conrad
 Laurel Cutler
 Homer M. Ellenburg
 C. Fred Fetterolf
 Thomas A. Gardner
 H. Bryce Jordan
 W. Craig McClelland
 Delbert J. McQuaide
 Raymond A. Ross, Jr.

 By  /s/ Gerald W. Callahan
    --------------------------
    Gerald W. Callahan,
      Attorney-In-Fact                                          May 12, 1994

                                      II-6
8

                           QUAKER STATE CORPORATION
                           1994 STOCK INCENTIVE PLAN

                                     -----

                       REGISTRATION STATEMENT ON FORM S-8

                                     -----

                                  EXHIBIT INDEX
                     (PURSUANT TO ITEM 601 OF REGULATION S-K)
EXHIBIT
   NO.                DESCRIPTION AND METHOD OF FILING
 -------              --------------------------------
4.1      Composite Certificate of Incorporation of the registrant, filed as Exhibit 3(a) to the
            registrant's annual report on Form 10-K for the fiscal year ended December 31,1987
            and incorporated herein by reference.

   4.2      Credit Agreement, dated as of March 31, 1992, by and among the registrant, certain Banks
            and Pittsburgh National Bank, as Agent for the Banks (the "Credit Agreement"),
            filed as Exhibit 19 to the registrant's quarterly report on Form 10-Q for the fiscal quarter
            ended March 31, 1992 and incorporated herein by reference.

   4.3      Amendment No. 1 to the Credit Agreement, dated as of September 30, 1992, filed as
            Exhibit 4(b) to the registrant's annual report on Form 10-K for the fiscal
            year ended December 31, 1992 and incorporated herein by reference.

   4.4      Amendment No. 2 to the Credit Agreement, dated as of August 16, 1993, filed as
            Exhibit 4(c) to the registrant's annual report on Form 10-K for the fiscal
            year ended December 31, 1993 and incorporated herein by reference.

   4.5      Composite Note Agreement, dated as of September 1, 1992, between the registrant and
            certain insurance companies, with respect to $50,000,000 8.73% Senior Notes due
            September 30, 2002 (the "Note Agreement"), filed as Exhibit 4 to the registrant's quarterly
            report on Form 10-Q for the fiscal quarter ended September 30, 1992 and incorporated
            herein by reference.

   4.6      First Amendment to Note Agreements, dated as of December 31, 1992, filed as Exhibit 4(d)
            to the registrant's annual report on Form 10-K for the fiscal year ended December 31, 1992
            and incorporated herein by reference.

   5.1      Opinion of Reed Smith Shaw & McClay as to the legality of the shares of Capital Stock
            being registered, filed herewith.

  23.1      Consent of Reed Smith Shaw & McClay (included in Exhibit 5.1 filed herewith).

  23.2      Consent of Coopers & Lybrand, filed herewith.

  24.1      Powers of Attorney, filed herewith.
II-7