<Page>

  As Filed With the Securities and Exchange Commission on March 13, 2002
                                                      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
    incorporation or organization)                        Identification Number)


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

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

                           SAVINGS AND INVESTMENT PLAN
                SAVINGS AND INVESTMENT PLAN FOR HOURLY EMPLOYEES
                    NON-QUALIFIED SAVINGS AND INVESTMENT PLAN
                            (Full title of the plans)

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

                                 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          1,000,000               $14.63              $14,630,000             $3,497
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 March 6, 2002.

<Page>

                                     PART I

            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      Note: The documents 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, 2001; and

      (2)   The Company's Current Report on Form 8-K filed with the
            Commission on February 4, 2002.

      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
            (File No. 001-14501))

+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 (File No. 001-14501))

+4.3(a)     - Pennzoil-Quaker State Company Savings and Investment Plan (As
            Amended and Restated January 1, 2001) (incorporated herein by
            reference to Exhibit 99.2 to the Company's Form 10-K for the fiscal
            year ended December 31, 2001 (File No. 001-14501))

+4.3(b)     - First Amendment to the Pennzoil-Quaker State Company Savings and
            Investment Plan (incorporated herein by reference to Exhibit 99.3
            to the Company's Form 10-K for the fiscal year ended
            December 31, 2001 (File No. 001-14501))

+4.4(a)     - Pennzoil-Quaker State Company Savings and Investment Plan For
            Hourly Employees (As Amended and Restated January 1, 2001)
            (incorporated herein by reference to Exhibit 99.4 to the
            Company's Form 10-K for the fiscal year ended December 31, 2001
            (File No. 001-14501))

+4.4(b)     - First Amendment to the Pennzoil-Quaker State Company Savings and
            Investment Plan for Hourly Employees (incorporated herein by
            reference to Exhibit 99.5 to the Company's Form 10-K for the
            fiscal year ended December 31, 2001 (File No. 001-14501))

+4.5        - Pennzoil-Quaker State Company Non-Qualified Savings and Investment
            Plan (incorporated herein by reference to Exhibit 10.4 to the
            Company's Form 10-K for the fiscal year ended December 31, 2001
            (File No. 001-14501))

 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
                  plans 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 Plans' 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 March 13, 2002.


                                    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 March 13, 2002.

<Table>
<Caption>
                   NAME                                         TITLE                        DATE
                   ----                                         -----                        ----
<S>                                                   <C>                             <C>
/s/ JAMES J. POSTL                                    Principal Executive Officer     March 13, 2002
------------------------------------------------          and Director
      (James J. Postl, President and
         Chief Executive Officer and Director)


/s/ THOMAS P. KELLAGHER                               Principal Financial and         March 13, 2002
------------------------------------------------          Accounting Officer
      (Thomas P. Kellagher, Group Vice President
         and Chief Financial Officer)

              H. JOHN GREENIAUS*
             FORREST R. HASELTON*
               BERDON LAWRENCE*                       A majority of the Directors     March 13, 2002
                JAMES J. PATE*                            of the Registrant
               TERRY L. SAVAGE*
               BRENT SCOWCROFT*
               GERALD B. SMITH*
               LORNE R. WAXLAX*
</Table>

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



                                                  II-7
[{"type": "S-8", "sequence": "1", "filename": "a2072106zs-8.txt", "description": "S-8", "secsgml_size_bytes": 19141}]
{"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": "333-84266", "film-number": "02574521"}, "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 March 13, 2002
                                                      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
    incorporation or organization)                        Identification Number)

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

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

                           SAVINGS AND INVESTMENT PLAN
                SAVINGS AND INVESTMENT PLAN FOR HOURLY EMPLOYEES
                    NON-QUALIFIED SAVINGS AND INVESTMENT PLAN
                            (Full title of the plans)

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

                                 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          1,000,000               $14.63              $14,630,000             $3,497
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 March 6, 2002.
PART I

            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      Note: The documents 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, 2001; and

      (2)   The Company's Current Report on Form 8-K filed with the
            Commission on February 4, 2002.

      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
            (File No. 001-14501))

+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 (File No. 001-14501))

+4.3(a)     - Pennzoil-Quaker State Company Savings and Investment Plan (As
            Amended and Restated January 1, 2001) (incorporated herein by
            reference to Exhibit 99.2 to the Company's Form 10-K for the fiscal
            year ended December 31, 2001 (File No. 001-14501))

+4.3(b)     - First Amendment to the Pennzoil-Quaker State Company Savings and
            Investment Plan (incorporated herein by reference to Exhibit 99.3
            to the Company's Form 10-K for the fiscal year ended
            December 31, 2001 (File No. 001-14501))

+4.4(a)     - Pennzoil-Quaker State Company Savings and Investment Plan For
            Hourly Employees (As Amended and Restated January 1, 2001)
            (incorporated herein by reference to Exhibit 99.4 to the
            Company's Form 10-K for the fiscal year ended December 31, 2001
            (File No. 001-14501))

+4.4(b)     - First Amendment to the Pennzoil-Quaker State Company Savings and
            Investment Plan for Hourly Employees (incorporated herein by
            reference to Exhibit 99.5 to the Company's Form 10-K for the
            fiscal year ended December 31, 2001 (File No. 001-14501))

+4.5        - Pennzoil-Quaker State Company Non-Qualified Savings and Investment
            Plan (incorporated herein by reference to Exhibit 10.4 to the
            Company's Form 10-K for the fiscal year ended December 31, 2001
            (File No. 001-14501))

 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
                  plans 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 Plans' 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 March 13, 2002.

                                    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 March 13, 2002.
NAME                                         TITLE                        DATE
                   ----                                         -----                        ----
/s/ JAMES J. POSTL                                    Principal Executive Officer     March 13, 2002
------------------------------------------------          and Director
      (James J. Postl, President and
         Chief Executive Officer and Director)

/s/ THOMAS P. KELLAGHER                               Principal Financial and         March 13, 2002
------------------------------------------------          Accounting Officer
      (Thomas P. Kellagher, Group Vice President
         and Chief Financial Officer)

              H. JOHN GREENIAUS*
             FORREST R. HASELTON*
               BERDON LAWRENCE*                       A majority of the Directors     March 13, 2002
                JAMES J. PATE*                            of the Registrant
               TERRY L. SAVAGE*
               BRENT SCOWCROFT*
               GERALD B. SMITH*
               LORNE R. WAXLAX*
*By: /s/ THOMAS P. KELLAGHER
    --------------------------------------------
      (Attorney-In-Fact)

                                                  II-7