<PAGE>

      As Filed With the Securities and Exchange Commission on May 1, 2000
                                                      Registration No. 333-_____
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

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

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


         DELAWARE                                  76-0200625
(State or other jurisdiction of        (I.R.S. Employer Identification Number)
 incorporation or organization)

    PENNZOIL PLACE, P.O. BOX 2967
            HOUSTON, TEXAS                             77252-2967
(address of principal executive offices)               (Zip Code)

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

                             2000 STOCK OPTION PLAN
                        OF PENNZOIL-QUAKER STATE COMPANY
                            (Full title of the plan)

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

                                 Linda F. Condit
                               Corporate Secretary
                          Pennzoil-Quaker State Company
                          Pennzoil Place, P.O. Box 2967
                            Houston, Texas 77252-2967
                     (Name and address of agent for service)

   Telephone number, including area code, of agent for service: (713) 546-4000


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
                                               PROPOSED MAXIMUM       PROPOSED MAXIMUM
  TITLE OF SECURITIES TO     AMOUNT TO BE      OFFERING PRICE PER     AGGREGATE OFFERING          AMOUNT OF
      BE REGISTERED          REGISTERED            SHARE(2)               PRICE(2)          REGISTRATION FEE(2)
-----------------------------------------------------------------------------------------------------------------
  <S>                      <C>                 <C>                    <C>                   <C>
      Common Stock,
       par value
      $.10 per share (1)   3,200,000 shares        $10.46875            $33,500,000               $8,844
-----------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      Includes the associated rights to purchase preferred stock.

(2)      Estimated pursuant to Rule 457(c) and (h) solely for the purpose of
         computing the registration fee and based upon the average of the high
         and low sales price of the Common Stock of the Registrant reported on
         the New York Stock Exchange on April 24, 2000.

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Note: The document(s) containing the employee benefit plan information
required by Item 1 of this Form and the statement of availability of registrant
information, employee benefit plan annual reports and other information required
by Item 2 of this Form will be sent or given to participants as specified by
Rule 428. In accordance with Rule 428 and the requirements of Part I of Form
S-8, such documents are not being filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424. The Registrant
shall maintain a file of such documents in accordance with the provisions of
Rule 428. Upon request, the Registrant shall furnish to the Commission or its
staff a copy or copies of all of the documents included in such file.


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, which Pennzoil-Quaker State Company, a
Delaware corporation (the "Company"), has filed with the Commission pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act") (File No.
1-14501), are incorporated in this Registration Statement by reference and shall
be deemed to be a part hereof:

         (1)      The Company's Annual Report on Form 10-K for the year ended
                  December 31, 1999;

         (2)      The Company's Current Report on Form 8-K filed with the
                  Commission on April 19, 2000; and

         (3)      The description of the Company's Common Stock contained in the
                  Company's Amendment No. 1 to Form 10 filed with the SEC on
                  December 1, 1998; and

         (4)      The description of rights to purchase preferred stock
                  contained in the Company's Registration Statement on Form 8-A
                  filed with the SEC on December 18, 1998.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the termination of the offering made hereby shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of the filing of such documents. Any statement
contained in this Registration Statement, in a supplement to this Registration
Statement or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any subsequently filed supplement to this Registration Statement or in any
document that also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any 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.


                                   II-1
<PAGE>


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article 9 of the amended and restated By-Laws of the Company provides
for indemnification of any person who is, or is threatened to be made, a witness
in or a party to any proceeding by reason of his Corporate Status, as defined in
the amended and restated By-laws, to the extent authorized by applicable law
including, but not limited to, the Delaware General Corporation Law ("DGCL").
Directors of the Company have agreements in place providing for the same
indemnification as the amended and restated By-Laws. Pursuant to Section 145 of
the DGCL a corporation generally has the power to indemnify its present and
former directors, officers, employees and agents against expenses and
liabilities incurred by them in connection with any suit to which they are, or
are threatened to be made, a party by reason of their serving in such positions
so long as they acted in good faith and in a manner they reasonably believed to
be in, or not opposed to, the best interests of the corporation, and with
respect to any criminal action, they had no reasonable cause to believe their
conduct was unlawful. With respect to suits by or in the right of a corporation,
however, indemnification is generally limited to attorney's fees and other
expenses and is not available if such person is adjudged to be liable to the
corporation unless the court determines that indemnification is appropriate. In
addition, a corporation has the power to purchase and maintain insurance for
such persons. The statute also expressly provides that the power to indemnify
authorized thereby is not exclusive of any rights granted under any bylaw,
agreement, vote of stockholders or disinterested directors, or otherwise.

         Article IX of the Company's Restated Certificate of Incorporation
eliminates in certain circumstances the monetary liability of directors of the
Company for a breach of their fiduciary duty as directors. These provisions do
not eliminate the liability of a director:

         (1) for a breach of the director's duty of loyalty to the corporation
or its stockholders;

         (2) for acts or omissions not in good faith or which involve
intentional misconduct or knowing violation of law;

         (3) under Section 174 of the DGCL (relating to the declaration of
dividends and purchase or redemption of shares in violation of the DGCL); or

         (4) for transactions from which the director derived an improper
personal benefit.

         The Company has purchased directors and officers liability insurance
that would indemnify the directors and officers of the Company against damages
arising out of certain kinds of claims that might be made against them based on
their negligent acts or omissions while acting in their capacity as such.

         The above discussion of the Company's Restated Certificate of
Incorporation and amended and restated By-Laws and of Section 145 of the DGCL is
not intended to be exhaustive and is respectively qualified in its entirety by
such Restated Certificate of Incorporation, amended and restated By-Laws and
statute.


                                   II-2
<PAGE>


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not Applicable.












                                   II-3
<PAGE>


ITEM 8.  EXHIBITS.

<TABLE>
<CAPTION>

Exhibit
Number            Description
-------           -----------
<S>               <C>
+4.1(a)           - Restated Certificate of Incorporation of Pennzoil-Quaker
                  State Company (incorporated herein by reference to Exhibit 4.2
                  to the Company's Form 8-K filed with the Commission on
                  December 29, 1998)

+4.1(b)           - Certificate of Designations of Series A Junior Participating
                  Preferred Stock of the Company (incorporated herein by
                  reference to Exhibit 3.1(b) to the Company's Annual Report on
                  Form 10-K filed with the Commission for the year ended
                  December 31, 1999)

+4.2              - Amended and Restated By-laws of Pennzoil-Quaker State
                  Company (incorporated herein by reference to Exhibit 4.3 to
                  the Company's Form 8-K filed with the Commission on December
                  29, 1998)

4.3               - 2000 Stock Option Plan of Pennzoil-Quaker State Company
                  (filed herewith)

5                 - Opinion of Baker Botts L.L.P. (filed herewith)

23.1              - Consent of Arthur Andersen LLP, independent public
                  accountants (filed herewith)

23.2              - Consent of PricewaterhouseCoopers LLP, independent
                  accountants (filed herewith)

24                - Powers of Attorney (filed herewith)
</TABLE>


+Incorporated herein by reference.


                                   II-4
<PAGE>


ITEM 9.  UNDERTAKINGS.

         The Company 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, as amended (the "Securities 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 (i) and (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 Company
         pursuant to section 13 or section 15(d) of the Exchange Act that are
         incorporated by reference in the Registration Statement.

         (2) That, for the purpose of determining any liability under the
         Securities 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.

         (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.

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act and each filing of the Plan's annual report pursuant to section
15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement 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.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than


                                   II-5
<PAGE>


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 the Securities Act and will be governed by the
final adjudication of such issue.








                                   II-6
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on May 1, 2000.

                                       PENNZOIL-QUAKER STATE COMPANY,
                                       a Delaware corporation


                                       By: /s/ JAMES L. PATE
                                          -----------------------------------
                                               James L. Pate
                                               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 indicated on May 1, 2000.

<TABLE>
<CAPTION>
                      NAME                                          TITLE                      DATE
                      ----                                          -----                      ----
  <S>                                                    <C>                               <C>
 /s/ JAMES L. PATE                                       Principal Executive Officer       May 1, 2000
---------------------------------------------------      and Director
      (James L. Pate, Chairman of the Board and
               Chief Executive Officer)


/s/  THOMAS P. KELLAGHER                                 Principal Financial and           May 1, 2000
---------------------------------------------------      Accounting Officer
     (Thomas P. Kellagher, Group Vice President and
                 Chief Financial Officer)

                 HOWARD H. BAKER, JR.*
                W. L. LYONS BROWN, JR.*
                  ERNEST H. COCKRELL*
                    ALFONSO FANJUL*                      A majority of the Directors       May 1, 2000
                 FORREST R. HASELTON*                         of the Registrant
                   BERDON LAWRENCE*
                    JAMES J. POSTL*
                   TERRY L. SAVAGE*
                   BRENT SCOWCROFT*
                   GERALD B. SMITH*
                   LORNE R. WAXLAX*


*By: /s/ JAMES L. PATE
      ---------------------------------------------
        (Attorney-In-Fact)
</TABLE>



                                   II-7
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 17809}]
{"company-data": {"conformed-name": "PENNZOIL QUAKER STATE CO", "cik": "0001068044", "assigned-sic": "2911", "irs-number": "760200625", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36036", "film-number": "616056"}, "business-address": {"street1": "PENNZOIL PLACE", "street2": "P.O. BOX 2967", "city": "HOUSTON", "state": "TX", "zip": "77252-2967", "phone": "7135464000"}, "mail-address": {"street1": "PENNZOIL PLACE", "street2": "P.O. BOX 2967", "city": "HOUSTON", "state": "TX", "zip": "77252-2967"}, "former-company": {"former-conformed-name": "PENNZOIL PRODUCTS CO", "date-changed": "19981112"}}
As Filed With the Securities and Exchange Commission on May 1, 2000
                                                      Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

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

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

         DELAWARE                                  76-0200625
(State or other jurisdiction of        (I.R.S. Employer Identification Number)
 incorporation or organization)

    PENNZOIL PLACE, P.O. BOX 2967
            HOUSTON, TEXAS                             77252-2967
(address of principal executive offices)               (Zip Code)

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

                             2000 STOCK OPTION PLAN
                        OF PENNZOIL-QUAKER STATE COMPANY
                            (Full title of the plan)

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

                                 Linda F. Condit
                               Corporate Secretary
                          Pennzoil-Quaker State Company
                          Pennzoil Place, P.O. Box 2967
                            Houston, Texas 77252-2967
                     (Name and address of agent for service)

   Telephone number, including area code, of agent for service: (713) 546-4000

                         CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------
                                               PROPOSED MAXIMUM       PROPOSED MAXIMUM
  TITLE OF SECURITIES TO     AMOUNT TO BE      OFFERING PRICE PER     AGGREGATE OFFERING          AMOUNT OF
      BE REGISTERED          REGISTERED            SHARE(2)               PRICE(2)          REGISTRATION FEE(2)
-----------------------------------------------------------------------------------------------------------------
Common Stock,
       par value
      $.10 per share (1)   3,200,000 shares        $10.46875            $33,500,000               $8,844
-----------------------------------------------------------------------------------------------------------------
(1)      Includes the associated rights to purchase preferred stock.

(2)      Estimated pursuant to Rule 457(c) and (h) solely for the purpose of
         computing the registration fee and based upon the average of the high
         and low sales price of the Common Stock of the Registrant reported on
         the New York Stock Exchange on April 24, 2000.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Note: The document(s) containing the employee benefit plan information
required by Item 1 of this Form and the statement of availability of registrant
information, employee benefit plan annual reports and other information required
by Item 2 of this Form will be sent or given to participants as specified by
Rule 428. In accordance with Rule 428 and the requirements of Part I of Form
S-8, such documents are not being filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424. The Registrant
shall maintain a file of such documents in accordance with the provisions of
Rule 428. Upon request, the Registrant shall furnish to the Commission or its
staff a copy or copies of all of the documents included in such file.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, which Pennzoil-Quaker State Company, a
Delaware corporation (the "Company"), has filed with the Commission pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act") (File No.
1-14501), are incorporated in this Registration Statement by reference and shall
be deemed to be a part hereof:

         (1)      The Company's Annual Report on Form 10-K for the year ended
                  December 31, 1999;

         (2)      The Company's Current Report on Form 8-K filed with the
                  Commission on April 19, 2000; and

         (3)      The description of the Company's Common Stock contained in the
                  Company's Amendment No. 1 to Form 10 filed with the SEC on
                  December 1, 1998; and

         (4)      The description of rights to purchase preferred stock
                  contained in the Company's Registration Statement on Form 8-A
                  filed with the SEC on December 18, 1998.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the termination of the offering made hereby shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of the filing of such documents. Any statement
contained in this Registration Statement, in a supplement to this Registration
Statement or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any subsequently filed supplement to this Registration Statement or in any
document that also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any 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.

                                   II-1
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article 9 of the amended and restated By-Laws of the Company provides
for indemnification of any person who is, or is threatened to be made, a witness
in or a party to any proceeding by reason of his Corporate Status, as defined in
the amended and restated By-laws, to the extent authorized by applicable law
including, but not limited to, the Delaware General Corporation Law ("DGCL").
Directors of the Company have agreements in place providing for the same
indemnification as the amended and restated By-Laws. Pursuant to Section 145 of
the DGCL a corporation generally has the power to indemnify its present and
former directors, officers, employees and agents against expenses and
liabilities incurred by them in connection with any suit to which they are, or
are threatened to be made, a party by reason of their serving in such positions
so long as they acted in good faith and in a manner they reasonably believed to
be in, or not opposed to, the best interests of the corporation, and with
respect to any criminal action, they had no reasonable cause to believe their
conduct was unlawful. With respect to suits by or in the right of a corporation,
however, indemnification is generally limited to attorney's fees and other
expenses and is not available if such person is adjudged to be liable to the
corporation unless the court determines that indemnification is appropriate. In
addition, a corporation has the power to purchase and maintain insurance for
such persons. The statute also expressly provides that the power to indemnify
authorized thereby is not exclusive of any rights granted under any bylaw,
agreement, vote of stockholders or disinterested directors, or otherwise.

         Article IX of the Company's Restated Certificate of Incorporation
eliminates in certain circumstances the monetary liability of directors of the
Company for a breach of their fiduciary duty as directors. These provisions do
not eliminate the liability of a director:

         (1) for a breach of the director's duty of loyalty to the corporation
or its stockholders;

         (2) for acts or omissions not in good faith or which involve
intentional misconduct or knowing violation of law;

         (3) under Section 174 of the DGCL (relating to the declaration of
dividends and purchase or redemption of shares in violation of the DGCL); or

         (4) for transactions from which the director derived an improper
personal benefit.

         The Company has purchased directors and officers liability insurance
that would indemnify the directors and officers of the Company against damages
arising out of certain kinds of claims that might be made against them based on
their negligent acts or omissions while acting in their capacity as such.

         The above discussion of the Company's Restated Certificate of
Incorporation and amended and restated By-Laws and of Section 145 of the DGCL is
not intended to be exhaustive and is respectively qualified in its entirety by
such Restated Certificate of Incorporation, amended and restated By-Laws and
statute.

                                   II-2
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not Applicable.

                                   II-3
ITEM 8.  EXHIBITS.
Exhibit
Number            Description
-------           -----------
+4.1(a)           - Restated Certificate of Incorporation of Pennzoil-Quaker
                  State Company (incorporated herein by reference to Exhibit 4.2
                  to the Company's Form 8-K filed with the Commission on
                  December 29, 1998)

+4.1(b)           - Certificate of Designations of Series A Junior Participating
                  Preferred Stock of the Company (incorporated herein by
                  reference to Exhibit 3.1(b) to the Company's Annual Report on
                  Form 10-K filed with the Commission for the year ended
                  December 31, 1999)

+4.2              - Amended and Restated By-laws of Pennzoil-Quaker State
                  Company (incorporated herein by reference to Exhibit 4.3 to
                  the Company's Form 8-K filed with the Commission on December
                  29, 1998)

4.3               - 2000 Stock Option Plan of Pennzoil-Quaker State Company
                  (filed herewith)

5                 - Opinion of Baker Botts L.L.P. (filed herewith)

23.1              - Consent of Arthur Andersen LLP, independent public
                  accountants (filed herewith)

23.2              - Consent of PricewaterhouseCoopers LLP, independent
                  accountants (filed herewith)

24                - Powers of Attorney (filed herewith)
+Incorporated herein by reference.

                                   II-4
ITEM 9.  UNDERTAKINGS.

         The Company 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, as amended (the "Securities 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 (i) and (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 Company
         pursuant to section 13 or section 15(d) of the Exchange Act that are
         incorporated by reference in the Registration Statement.

         (2) That, for the purpose of determining any liability under the
         Securities 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.

         (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.

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act and each filing of the Plan's annual report pursuant to section
15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement 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.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than

                                   II-5
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 the Securities Act and will be governed by the
final adjudication of such issue.

                                   II-6
SIGNATURES

         Pursuant to the requirements of the Securities Act, 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on May 1, 2000.

                                       PENNZOIL-QUAKER STATE COMPANY,
                                       a Delaware corporation

                                       By: /s/ JAMES L. PATE
                                          -----------------------------------
                                               James L. Pate
                                               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 indicated on May 1, 2000.
NAME                                          TITLE                      DATE
                      ----                                          -----                      ----
/s/ JAMES L. PATE                                       Principal Executive Officer       May 1, 2000
---------------------------------------------------      and Director
      (James L. Pate, Chairman of the Board and
               Chief Executive Officer)

/s/  THOMAS P. KELLAGHER                                 Principal Financial and           May 1, 2000
---------------------------------------------------      Accounting Officer
     (Thomas P. Kellagher, Group Vice President and
                 Chief Financial Officer)

                 HOWARD H. BAKER, JR.*
                W. L. LYONS BROWN, JR.*
                  ERNEST H. COCKRELL*
                    ALFONSO FANJUL*                      A majority of the Directors       May 1, 2000
                 FORREST R. HASELTON*                         of the Registrant
                   BERDON LAWRENCE*
                    JAMES J. POSTL*
                   TERRY L. SAVAGE*
                   BRENT SCOWCROFT*
                   GERALD B. SMITH*
                   LORNE R. WAXLAX*

*By: /s/ JAMES L. PATE
      ---------------------------------------------
        (Attorney-In-Fact)
II-7