<Page>

    As Filed With the Securities and Exchange Commission on December 3, 2001
                                                       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                       (I.R.S. Employer
  of incorporation or organization)                  Identification Number)

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

              DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
                        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

<Table>
<Caption>
                                      CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------
TITLE OF SECURITIES TO    AMOUNT TO BE     PROPOSED MAXIMUM      PROPOSED MAXIMUM        AMOUNT OF
   BE REGISTERED(1)        REGISTERED     OFFERING PRICE PER    AGGREGATE OFFERING   REGISTRATION FEE(2)
                                               SHARE(2)              PRICE(2)
----------------------------------------------------------------------------------------------------------
<S>                       <C>             <C>                   <C>                  <C>
Common Stock, par             50,000             $13.08              $654,000                 $156
value $.10 per share
----------------------------------------------------------------------------------------------------------
</Table>

(1)      Includes the associated preferred stock purchase rights.

(2)      Estimated pursuant to Rule 457(c) and (h) under the Securities Act of
         1933 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, trading on a when-issued basis, reported on the New
         York Stock Exchange on November 26, 2001.

<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, 2000;

         (2)   The Company's Current Report on Form 8-K filed with the
               Commission on May 15, 2001; and

         (3)   The Company's Quarterly Reports on Form 10-Q for the quarters
               ended March 31, June 30, and September 30, 2001.

         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.

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


                                     II-1
<Page>


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. 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 Delaware
General Corporation Law 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 Delaware General Corporation Law
(relating to the declaration of dividends and purchase or redemption of
shares in violation of the Delaware General Corporation Law); 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
Delaware General Corporation Law 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           - 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)

+4.2           - Amended and Restated By-laws of Pennzoil-Quaker State Company
               (incorporated herein by reference to Exhibit 3.2 to the Company's
               Form 10-K for the year ended December 31, 2000)

 4.3           - Deferred Compensation Plan for Non-Employee Directors 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 that, for purposes of determining any
liability under the Securities Act of 1933, as amended (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, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the Exchange
Act) that is incorporated by reference in the 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.

         (a)   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;

                     (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.

         (b)   The undersigned Registrant hereby undertakes that, for purposes
         of determining any liability under the Securities Act, each filing
         of the Registrant's annual report


                                     II-5
<Page>


         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.

         (c)   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
         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

         THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, 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 December 3, 2001.

                                             PENNZOIL-QUAKER STATE COMPANY,
                                             a Delaware corporation


                                             By: /s/  JAMES J. POSTL
                                                ------------------------------
                                                      James J. Postl
                                                      President 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 December 3, 2001.

<Table>
<Caption>
            NAME                                            TITLE                        DATE
            ----                                            -----                        ----
<S>                                             <C>                                <C>
/s/  JAMES J. POSTL                             Principal Executive Officer        December 3, 2001
--------------------------------------------    and Director
   (James J. Postl , President and
    Chief Executive Officer and
Director)


/s/  THOMAS P. KELLAGHER                        Principal Financial and            December 3, 2001
--------------------------------------------    Accounting Officer
   (Thomas P. Kellagher, Group Vice President
     and Chief Financial Officer)

                  H. JOHN GREENIAUS *
                 FORREST R. HASELTON*
                   BERDON LAWRENCE*
                    JAMES J. PATE*              A majority of the Directors        December 3, 2001
                   TERRY L. SAVAGE *            of the Registrant
                   BRENT SCOWCROFT*
                   GERALD B. SMITH*
                   LORNE R. WAXLAX*


*By: /s/   THOMAS P. KELLAGHER
    ------------------------------------------
         (Attorney-In-Fact)

</Table>




                                     II-7
[{"type": "S-8", "sequence": "1", "filename": "a2064915zs-8.txt", "description": "S-8", "secsgml_size_bytes": 18191}]
{"company-data": {"conformed-name": "PENNZOIL QUAKER STATE CO", "cik": "0001068044", "assigned-sic": "5172", "irs-number": "760200625", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74434", "film-number": "1805331"}, "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 December 3, 2001
                                                       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                       (I.R.S. Employer
  of incorporation or organization)                  Identification Number)

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

              DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
                        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
----------------------------------------------------------------------------------------------------------
TITLE OF SECURITIES TO    AMOUNT TO BE     PROPOSED MAXIMUM      PROPOSED MAXIMUM        AMOUNT OF
   BE REGISTERED(1)        REGISTERED     OFFERING PRICE PER    AGGREGATE OFFERING   REGISTRATION FEE(2)
                                               SHARE(2)              PRICE(2)
----------------------------------------------------------------------------------------------------------
Common Stock, par             50,000             $13.08              $654,000                 $156
value $.10 per share
----------------------------------------------------------------------------------------------------------
(1)      Includes the associated preferred stock purchase rights.

(2)      Estimated pursuant to Rule 457(c) and (h) under the Securities Act of
         1933 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, trading on a when-issued basis, reported on the New
         York Stock Exchange on November 26, 2001.
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, 2000;

         (2)   The Company's Current Report on Form 8-K filed with the
               Commission on May 15, 2001; and

         (3)   The Company's Quarterly Reports on Form 10-Q for the quarters
               ended March 31, June 30, and September 30, 2001.

         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.

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

                                     II-1
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. 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 Delaware
General Corporation Law 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 Delaware General Corporation Law
(relating to the declaration of dividends and purchase or redemption of
shares in violation of the Delaware General Corporation Law); 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
Delaware General Corporation Law 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           - 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)

+4.2           - Amended and Restated By-laws of Pennzoil-Quaker State Company
               (incorporated herein by reference to Exhibit 3.2 to the Company's
               Form 10-K for the year ended December 31, 2000)

 4.3           - Deferred Compensation Plan for Non-Employee Directors 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 that, for purposes of determining any
liability under the Securities Act of 1933, as amended (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, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the Exchange
Act) that is incorporated by reference in the 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.

         (a)   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;

                     (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.

         (b)   The undersigned Registrant hereby undertakes that, for purposes
         of determining any liability under the Securities Act, each filing
         of the Registrant's annual report

                                     II-5
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.

         (c)   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
         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

         THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, 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 December 3, 2001.

                                             PENNZOIL-QUAKER STATE COMPANY,
                                             a Delaware corporation

                                             By: /s/  JAMES J. POSTL
                                                ------------------------------
                                                      James J. Postl
                                                      President 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 December 3, 2001.
NAME                                            TITLE                        DATE
            ----                                            -----                        ----
/s/  JAMES J. POSTL                             Principal Executive Officer        December 3, 2001
--------------------------------------------    and Director
   (James J. Postl , President and
    Chief Executive Officer and
Director)

/s/  THOMAS P. KELLAGHER                        Principal Financial and            December 3, 2001
--------------------------------------------    Accounting Officer
   (Thomas P. Kellagher, Group Vice President
     and Chief Financial Officer)

                  H. JOHN GREENIAUS *
                 FORREST R. HASELTON*
                   BERDON LAWRENCE*
                    JAMES J. PATE*              A majority of the Directors        December 3, 2001
                   TERRY L. SAVAGE *            of the Registrant
                   BRENT SCOWCROFT*
                   GERALD B. SMITH*
                   LORNE R. WAXLAX*

*By: /s/   THOMAS P. KELLAGHER
    ------------------------------------------
         (Attorney-In-Fact)
II-7