<PAGE>
As filed with the Securities and Exchange Commission on April 28,
1997.
                                             Registration No. 33-_____

                     SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549


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

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

         Delaware                                      74-1597290
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)

             Pennzoil Place,
             P.O. Box 2967
            Houston, Texas                               77252-2967
(Address of Principal Executive Offices)                 (Zip Code)

                           Pennzoil Company
                         1997 INCENTIVE PLAN
                       (Full title of the plan)

                            Linda F. Condit
                          Corporate Secretary
                           Pennzoil Company
                     Pennzoil Place, P.O. Box 2967
                      Houston, Texas  77252-2967
                (Name and address of agent for service)
                            (713) 546-4000
     (Telephone number, including area code, of agent for service)

                    CALCULATION OF REGISTRATION FEE

                                  Proposed      Proposed
    Title of    Amount being      maximum        maximum       Amount of
  securities     registered       offering      aggregate     registration
    being                         price         offering         fee
 registered(1)                  per share(2)     price(2)

 Common Stock,
   par value
   $0.83-1/3
   per share       1,000,000         $48.00       $48,000,000    $14,546
                    shares

(1)  In addition, pursuant to Rule 416(c) under the Securities
     Act of 1933, this Registration Statement also covers an
     indeterminate amount of plan interests to be offered or sold
     pursuant to the employee benefit plan described herein.
(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 Pennzoil Company reported on the New York Stock
     Exchange on April 23, 1997.

<PAGE>
<PAGE>
                           PART I

    INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


           Note:  The document(s) containing the information
concerning the Pennzoil Company 1997 Incentive Plan required
by  Item 1 of Form S-8 and the statement of availability  of
registrant   information,  Plan   information,   and   other
information required by Item 2 of Form S-8 will be  sent  or
given  to  participants as specified by Rule 428  under  the
Securities Act of 1933, as amended ("Securities  Act").   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  under  the
Securities  Act.  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>
<PAGE>
                           PART II

     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Certain Documents by Reference.

           The  following documents, which Pennzoil  Company
("Pennzoil") has filed with the Commission pursuant  to  the
Securities  Exchange Act of 1934, as amended (the  "Exchange
Act") (File No. 1-5591),  are  incorporated   in   this
Registration Statement by reference and shall be  deemed  to
be a part hereof:

     (1)  Pennzoil's Annual Report on Form 10-K for the
     year ended December 31, 1996;

     (2)  The description of the Common Stock, par
     value $0.83-1/3 per share, of Pennzoil (the "Common Stock")
     contained  in  Pennzoil's Form 8  Amendment  No.  1  to
     Application for Registration of the Securities on Form 10,
     filed with the Commission on April 26, 1991.

            All   documents  filed  by  Pennzoil  with   the
Commission 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 filing  of  a  post-
effective  amendment  to this Registration  Statement  which
indicate that all securities offered hereby have been  sold,
or  which deregisters all securities then remaining  unsold,
shall  be  deemed  to be incorporated in  this  Registration
Statement by reference and to be a part hereof from the date
of filing of such documents.

           Any  statement  contained  in  this  Registration
Statement,   in  a  supplement  hereto  or  in  a   document
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 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.

<PAGE>
<PAGE>

Item 6.   Indemnification of Directors and Officers.

           Article  VII  of  the  By-laws  of  Pennzoil,  as
amended,   provides   for   indemnification   of   officers,
directors,  agents, and employees of Pennzoil to the  extent
authorized by applicable law including, but not limited  to,
the   Delaware   General  Corporation  Law.    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 EIGHTH of Pennzoil's Restated Certificate
of  Incorporation  eliminates in certain  circumstances  the
monetary liability of directors of Pennzoil for a breach  of
their     fiduciary     duty    as     directors.      These
provisions  do  not eliminate the liability  of  a  director
(i)  for a breach of the director's duty of loyalty  to  the
corporation or its stockholders; (ii) for acts or  omissions
not in good faith or which involve intentional misconduct or
knowing  violation of law; (iii) 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  (iv)  for  transactions from which  the  director
derived an improper personal benefit.

            The  above  discussion  of  Pennzoil's  Restated
Certificate of Incorporation and 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, By-laws, and
statute.

Item 7.   Exemption from Registration Claimed.

          Not Applicable.

Item 8.   Exhibits.

Exhibit
Number         Document Description

  23(a)  -    Consent of Arthur Andersen LLP.

  23(b)  -     Consent  of  Ryder  Scott  Company
               Petroleum Engineers.

   24    -     Powers of Attorney.

<PAGE>
<PAGE>

Item 9.    Undertakings.

      (a)  The undersigned registrant hereby undertakes:

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

              (i) To include any prospectus required by section
      10(a)(3) of the Securities Act of 1933, 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  (a)(1)(i)  and
    (a)(1)(ii)  do not apply if the information required  to
    be  included  in  a  post-effective amendment  by  those
    paragraphs  is  contained in periodic reports  filed  by
    the  registrant pursuant to section 13 or section  15(d)
    of  the  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  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.

<PAGE>
<PAGE>
                         SIGNATURES


       The Registrant.  Pursuant to the requirements of  the
Securities Act of 1933, the registrant certifies that it has
reasonable  grounds  to believe that it  meets  all  of  the
requirements for filing on Form S-8 and has duly caused this
Registration  Statement to be signed on its  behalf  by  the
undersigned,  thereunto  duly authorized,  in  the  City  of
Houston, the State of Texas, on April 28, 1997.

                                        PENNZOIL COMPANY

                                   By:  JAMES L. PATE
                                        (James L. Pate,
                                    Chairman of the Board,
                           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  and  on  the  dates
indicated.

       Signatures                          Title                 Date
      JAMES L. PATE                  Principal Executive    April 28, 1997
     (James L. Pate,                 Officer and Director
   Chairman of the Board, President
   and Chief Executive Officer)


     DAVID P. ALDERSON, II           Principal Financial    April 28, 1997
 (David P. Alderson, II, Group Vice  and Accounting Officer
  President - Finance)


     Howard H. Baker, Jr.*

     W. J. Bovaird*

     W. L. Lyons Brown, Jr.*

     Ernest H. Cockrell*
                                     A Majority of the      April 28, 1997
     Harry H. Cullen*                Directors of Pennzoil

     Alfonso Fanjul*

     Berdon Lawrence*

     Brent Scowcroft*

     Gerald B. Smith*

     Cyril Wagner, Jr.*


*By: DAVID P. Alderson, II
     (David P. Alderson, II
       Attorney-In-Fact)
[{"type": "S-8", "sequence": "1", "description": "1997 INCENTIVE PLAN", "secsgml_size_bytes": 14595}]
{"company-data": {"conformed-name": "PENNZOIL CO /DE/", "cik": "0000077320", "assigned-sic": "2911", "irs-number": "741597290", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-26019", "film-number": "97589112"}, "business-address": {"street1": "PENNZOIL PL", "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 UNITED INC", "date-changed": "19680429"}}
As filed with the Securities and Exchange Commission on April 28,
1997.
                                             Registration No. 33-_____

                     SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549

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

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

         Delaware                                      74-1597290
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)

             Pennzoil Place,
             P.O. Box 2967
            Houston, Texas                               77252-2967
(Address of Principal Executive Offices)                 (Zip Code)

                           Pennzoil Company
                         1997 INCENTIVE PLAN
                       (Full title of the plan)

                            Linda F. Condit
                          Corporate Secretary
                           Pennzoil Company
                     Pennzoil Place, P.O. Box 2967
                      Houston, Texas  77252-2967
                (Name and address of agent for service)
                            (713) 546-4000
     (Telephone number, including area code, of agent for service)

                    CALCULATION OF REGISTRATION FEE

                                  Proposed      Proposed
    Title of    Amount being      maximum        maximum       Amount of
  securities     registered       offering      aggregate     registration
    being                         price         offering         fee
 registered(1)                  per share(2)     price(2)

 Common Stock,
   par value
   $0.83-1/3
   per share       1,000,000         $48.00       $48,000,000    $14,546
                    shares

(1)  In addition, pursuant to Rule 416(c) under the Securities
     Act of 1933, this Registration Statement also covers an
     indeterminate amount of plan interests to be offered or sold
     pursuant to the employee benefit plan described herein.
(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 Pennzoil Company reported on the New York Stock
     Exchange on April 23, 1997.
PART I

    INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

           Note:  The document(s) containing the information
concerning the Pennzoil Company 1997 Incentive Plan required
by  Item 1 of Form S-8 and the statement of availability  of
registrant   information,  Plan   information,   and   other
information required by Item 2 of Form S-8 will be  sent  or
given  to  participants as specified by Rule 428  under  the
Securities Act of 1933, as amended ("Securities  Act").   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  under  the
Securities  Act.  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 Certain Documents by Reference.

           The  following documents, which Pennzoil  Company
("Pennzoil") has filed with the Commission pursuant  to  the
Securities  Exchange Act of 1934, as amended (the  "Exchange
Act") (File No. 1-5591),  are  incorporated   in   this
Registration Statement by reference and shall be  deemed  to
be a part hereof:

     (1)  Pennzoil's Annual Report on Form 10-K for the
     year ended December 31, 1996;

     (2)  The description of the Common Stock, par
     value $0.83-1/3 per share, of Pennzoil (the "Common Stock")
     contained  in  Pennzoil's Form 8  Amendment  No.  1  to
     Application for Registration of the Securities on Form 10,
     filed with the Commission on April 26, 1991.

            All   documents  filed  by  Pennzoil  with   the
Commission 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 filing  of  a  post-
effective  amendment  to this Registration  Statement  which
indicate that all securities offered hereby have been  sold,
or  which deregisters all securities then remaining  unsold,
shall  be  deemed  to be incorporated in  this  Registration
Statement by reference and to be a part hereof from the date
of filing of such documents.

           Any  statement  contained  in  this  Registration
Statement,   in  a  supplement  hereto  or  in  a   document
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 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  VII  of  the  By-laws  of  Pennzoil,  as
amended,   provides   for   indemnification   of   officers,
directors,  agents, and employees of Pennzoil to the  extent
authorized by applicable law including, but not limited  to,
the   Delaware   General  Corporation  Law.    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 EIGHTH of Pennzoil's Restated Certificate
of  Incorporation  eliminates in certain  circumstances  the
monetary liability of directors of Pennzoil for a breach  of
their     fiduciary     duty    as     directors.      These
provisions  do  not eliminate the liability  of  a  director
(i)  for a breach of the director's duty of loyalty  to  the
corporation or its stockholders; (ii) for acts or  omissions
not in good faith or which involve intentional misconduct or
knowing  violation of law; (iii) 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  (iv)  for  transactions from which  the  director
derived an improper personal benefit.

            The  above  discussion  of  Pennzoil's  Restated
Certificate of Incorporation and 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, By-laws, and
statute.

Item 7.   Exemption from Registration Claimed.

          Not Applicable.

Item 8.   Exhibits.

Exhibit
Number         Document Description

  23(a)  -    Consent of Arthur Andersen LLP.

  23(b)  -     Consent  of  Ryder  Scott  Company
               Petroleum Engineers.

   24    -     Powers of Attorney.
Item 9.    Undertakings.

      (a)  The undersigned registrant hereby undertakes:

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

              (i) To include any prospectus required by section
      10(a)(3) of the Securities Act of 1933, 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  (a)(1)(i)  and
    (a)(1)(ii)  do not apply if the information required  to
    be  included  in  a  post-effective amendment  by  those
    paragraphs  is  contained in periodic reports  filed  by
    the  registrant pursuant to section 13 or section  15(d)
    of  the  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  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.
SIGNATURES

       The Registrant.  Pursuant to the requirements of  the
Securities Act of 1933, the registrant certifies that it has
reasonable  grounds  to believe that it  meets  all  of  the
requirements for filing on Form S-8 and has duly caused this
Registration  Statement to be signed on its  behalf  by  the
undersigned,  thereunto  duly authorized,  in  the  City  of
Houston, the State of Texas, on April 28, 1997.

                                        PENNZOIL COMPANY

                                   By:  JAMES L. PATE
                                        (James L. Pate,
                                    Chairman of the Board,
                           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  and  on  the  dates
indicated.

       Signatures                          Title                 Date
      JAMES L. PATE                  Principal Executive    April 28, 1997
     (James L. Pate,                 Officer and Director
   Chairman of the Board, President
   and Chief Executive Officer)

     DAVID P. ALDERSON, II           Principal Financial    April 28, 1997
 (David P. Alderson, II, Group Vice  and Accounting Officer
  President - Finance)

     Howard H. Baker, Jr.*

     W. J. Bovaird*

     W. L. Lyons Brown, Jr.*

     Ernest H. Cockrell*
                                     A Majority of the      April 28, 1997
     Harry H. Cullen*                Directors of Pennzoil

     Alfonso Fanjul*

     Berdon Lawrence*

     Brent Scowcroft*

     Gerald B. Smith*

     Cyril Wagner, Jr.*

*By: DAVID P. Alderson, II
     (David P. Alderson, II
       Attorney-In-Fact)