<PAGE>
 
As Filed With the Securities and Exchange Commission on December 29, 1998

                                                     Registration No. 333-______

================================================================================

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

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

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


               DELAWARE                                76-0200625
     (State or other jurisdiction of     (I.R.S. Employer Identification Number)
     incorporation or organization)
                                                                           
     PENNZOIL PLACE, P.O. BOX 2967                     77252-2967   
             HOUSTON, TEXAS                            (Zip Code)   
(address of principal executive offices)


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

                         PENNZOIL-QUAKER STATE COMPANY
                SAVINGS AND INVESTMENT PLAN FOR HOURLY EMPLOYEES
                            (Full title of the plan)

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

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

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

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
 TITLE OF SECURITIES TO      AMOUNT TO      PROPOSED MAXIMUM      PROPOSED MAXIMUM           AMOUNT OF
 BE REGISTERED (1)               BE         OFFERING PRICE PER    AGGREGATE OFFERING    REGISTRATION FEE (2)
                            REGISTERED         SHARE (2)             PRICE (2)
------------------------------------------------------------------------------------------------------------
<S>                         <C>            <C>                   <C>                   <C>
Common Stock, par                 40,000     $13 11/16            $ 547,500              $152.21
 value $.10 per share
------------------------------------------------------------------------------------------------------------
</TABLE>

(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 the Registrant, trading on a when-
     issued basis, reported on the New York Stock Exchange on December 22, 1998.

================================================================================
<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 Form 10 filed with the Commission on September 21, 1998
          and Amendment No. 1 to the Form 10 filed with the Commission on
          December 1, 1998;

     (2)  The Company's Quarterly Report on Form 10-Q for the quarter ended
          September 30, 1998;

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

     (4)  The Company's Current Reports on Form 8-K filed with the Commission on
          December 18, 1998 and December 29, 1998.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the termination of the offering made hereby shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of the filing of such documents. Any statement
contained in this Registration Statement, in a supplement to this Registration
Statement or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any subsequently filed supplement to this Registration Statement or in any
document that also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.  Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not Applicable.

                                      II-1
<PAGE>
 
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Article 9 of the Amended and Restated By-Laws of the Company provides for
indemnification of any person who is, or is threatened to be made, a witness in
or a party to any proceeding by reason of his Corporate Status, as defined in
the Amended and Restated By-laws, to the extent authorized by applicable law
including, but not limited to, the Delaware General Corporation Law. 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 

                                      II-2
<PAGE>
 
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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not Applicable.

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 4.3 to the Company's Form
          8-K filed with the Commission on December 29, 1998)

   4.3  - Pennzoil-Quaker State Company Savings and Investment Plan for
          Hourly Employees (filed herewith)

   4.4  - First Amendment to the Pennzoil-Quaker State Company Savings
          and Investment Plan for Hourly Employees (filed herewith)

   4.5  - Second Amendment to the Pennzoil-Quaker State Company Savings
          and Investment Plan for Hourly Employees (filed herewith)

   4.6  - Third Amendment to the Pennzoil-Quaker State Company Savings
          and Investment Plan for Hourly Employees (filed herewith)

   4.7  - Fourth Amendment to the Pennzoil-Quaker State Company Savings
          and Investment Plan for Hourly Employees (filed herewith)

  +4.8  - Trust Agreement with respect to the Pennzoil-Quaker State
          Company Savings and Investment Plan (incorporated herein by reference
          to Exhibit 4(b)(2) to Pennzoil Company's Form S-8, Registration No.
          33-24261, filed with the Commission on September 7, 1988)

   4.9  - First Amendment to the Trust Agreement with respect to the
          Pennzoil-Quaker State Company Savings and Investment Plan (filed
          herewith)

   4.10 - Second Amendment to Trust Agreement with respect to the
          Pennzoil-Quaker State Company Savings and Investment Plan (filed
          herewith)

                                      II-3
<PAGE>
 
  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)

     The Company hereby undertakes to submit the Plan and any amendments thereto
to the Internal Revenue Service in a timely manner and to make all changes
required by the Internal Revenue Service in order to qualify the Plan under
Section 401 of the Internal Revenue Code.
----------------- 
+Incorporated herein by reference.


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;

                                      II-4
<PAGE>
 
     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 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-5
<PAGE>
 
                                   SIGNATURES

     THE REGISTRANT.  Pursuant to the requirements of the Securities Act, the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on December 29, 1998.

                              PENNZOIL-QUAKER STATE COMPANY,
                              a Delaware corporation



                              By: /s/ James L. Pate
                                 ---------------------------------------------
                                    James L. Pate, 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 29, 1998.

                   NAME                                  TITLE
                   ----                                  -----


/s/ David P. Alderson II 
-------------------------------------------   Principal Financial Officer
(David P. Alderson II, Vice President)
 

/s/ James L. Pate 
-------------------------------------------   Principal Executive Officer
(James L. Pate, Chief Executive Officer)
 
 
/s/ James J. Postl
-------------------------------------------   Director
(James J. Postl, President)
 

/s/ James W. Shaddix 
-------------------------------------------   Director
(James W. Shaddix, Vice President)

                                      II-6
<PAGE>
 
     THE PLAN.  Pursuant to the requirements of the Securities Act, the
Administrative Committee which administers the Plan 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 29, 1998.

                         PENNZOIL-QUAKER STATE COMPANY
                         SAVINGS AND INVESTMENT PLAN FOR HOURLY
                         EMPLOYEES ADMINISTRATIVE COMMITTEE


                         By: /s/ James W. Shaddix
                            -------------------------------------------------
                              James W. Shaddix, Chairman of the Committee

     THE COMMITTEE.  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 29, 1998.

MEMBERS OF THE ADMINISTRATIVE COMMITTEE
OF THE SAVINGS AND INVESTMENT PLAN FOR HOURLY EMPLOYEES

     Signature
     ---------

David P. Alderson II
Clyde W. Beahm*
Linda F. Condit*
Raymond Fischer*
James J. Postl*
Cherylon B. Reid*
W.M. Robb*
James W. Shaddix*


*By: /s/ David P. Alderson II
    -----------------------------------------
     (David P. Alderson II, Attorney-in-Fact)

                                      II-7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19998}]
{"company-data": {"conformed-name": "PENNZOIL QUAKER STATE CO", "cik": "0001068044", "assigned-sic": "2911", "irs-number": "760200625", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69835", "film-number": "98777319"}, "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 29, 1998

                                                     Registration No. 333-______

================================================================================

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

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

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

               DELAWARE                                76-0200625
     (State or other jurisdiction of     (I.R.S. Employer Identification Number)
     incorporation or organization)
                                                                           
     PENNZOIL PLACE, P.O. BOX 2967                     77252-2967   
             HOUSTON, TEXAS                            (Zip Code)   
(address of principal executive offices)

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

                         PENNZOIL-QUAKER STATE COMPANY
                SAVINGS AND INVESTMENT PLAN FOR HOURLY EMPLOYEES
                            (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      PROPOSED MAXIMUM      PROPOSED MAXIMUM           AMOUNT OF
 BE REGISTERED (1)               BE         OFFERING PRICE PER    AGGREGATE OFFERING    REGISTRATION FEE (2)
                            REGISTERED         SHARE (2)             PRICE (2)
------------------------------------------------------------------------------------------------------------
Common Stock, par                 40,000     $13 11/16            $ 547,500              $152.21
 value $.10 per share
------------------------------------------------------------------------------------------------------------
(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 the Registrant, trading on a when-
     issued basis, reported on the New York Stock Exchange on December 22, 1998.

================================================================================
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 Form 10 filed with the Commission on September 21, 1998
          and Amendment No. 1 to the Form 10 filed with the Commission on
          December 1, 1998;

     (2)  The Company's Quarterly Report on Form 10-Q for the quarter ended
          September 30, 1998;

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

     (4)  The Company's Current Reports on Form 8-K filed with the Commission on
          December 18, 1998 and December 29, 1998.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the termination of the offering made hereby shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of the filing of such documents. Any statement
contained in this Registration Statement, in a supplement to this Registration
Statement or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any subsequently filed supplement to this Registration Statement or in any
document that also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.  Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not Applicable.

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

     Article 9 of the Amended and Restated By-Laws of the Company provides for
indemnification of any person who is, or is threatened to be made, a witness in
or a party to any proceeding by reason of his Corporate Status, as defined in
the Amended and Restated By-laws, to the extent authorized by applicable law
including, but not limited to, the Delaware General Corporation Law. 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 

                                      II-2
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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not Applicable.

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 4.3 to the Company's Form
          8-K filed with the Commission on December 29, 1998)

   4.3  - Pennzoil-Quaker State Company Savings and Investment Plan for
          Hourly Employees (filed herewith)

   4.4  - First Amendment to the Pennzoil-Quaker State Company Savings
          and Investment Plan for Hourly Employees (filed herewith)

   4.5  - Second Amendment to the Pennzoil-Quaker State Company Savings
          and Investment Plan for Hourly Employees (filed herewith)

   4.6  - Third Amendment to the Pennzoil-Quaker State Company Savings
          and Investment Plan for Hourly Employees (filed herewith)

   4.7  - Fourth Amendment to the Pennzoil-Quaker State Company Savings
          and Investment Plan for Hourly Employees (filed herewith)

  +4.8  - Trust Agreement with respect to the Pennzoil-Quaker State
          Company Savings and Investment Plan (incorporated herein by reference
          to Exhibit 4(b)(2) to Pennzoil Company's Form S-8, Registration No.
          33-24261, filed with the Commission on September 7, 1988)

   4.9  - First Amendment to the Trust Agreement with respect to the
          Pennzoil-Quaker State Company Savings and Investment Plan (filed
          herewith)

   4.10 - Second Amendment to Trust Agreement with respect to the
          Pennzoil-Quaker State Company Savings and Investment Plan (filed
          herewith)

                                      II-3
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)

     The Company hereby undertakes to submit the Plan and any amendments thereto
to the Internal Revenue Service in a timely manner and to make all changes
required by the Internal Revenue Service in order to qualify the Plan under
Section 401 of the Internal Revenue Code.
----------------- 
+Incorporated herein by reference.

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;

                                      II-4
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 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-5
SIGNATURES

     THE REGISTRANT.  Pursuant to the requirements of the Securities Act, the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on December 29, 1998.

                              PENNZOIL-QUAKER STATE COMPANY,
                              a Delaware corporation

                              By: /s/ James L. Pate
                                 ---------------------------------------------
                                    James L. Pate, 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 29, 1998.

                   NAME                                  TITLE
                   ----                                  -----

/s/ David P. Alderson II 
-------------------------------------------   Principal Financial Officer
(David P. Alderson II, Vice President)
 

/s/ James L. Pate 
-------------------------------------------   Principal Executive Officer
(James L. Pate, Chief Executive Officer)
 
 
/s/ James J. Postl
-------------------------------------------   Director
(James J. Postl, President)
 

/s/ James W. Shaddix 
-------------------------------------------   Director
(James W. Shaddix, Vice President)

                                      II-6
THE PLAN.  Pursuant to the requirements of the Securities Act, the
Administrative Committee which administers the Plan 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 29, 1998.

                         PENNZOIL-QUAKER STATE COMPANY
                         SAVINGS AND INVESTMENT PLAN FOR HOURLY
                         EMPLOYEES ADMINISTRATIVE COMMITTEE

                         By: /s/ James W. Shaddix
                            -------------------------------------------------
                              James W. Shaddix, Chairman of the Committee

     THE COMMITTEE.  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 29, 1998.

MEMBERS OF THE ADMINISTRATIVE COMMITTEE
OF THE SAVINGS AND INVESTMENT PLAN FOR HOURLY EMPLOYEES

     Signature
     ---------

David P. Alderson II
Clyde W. Beahm*
Linda F. Condit*
Raymond Fischer*
James J. Postl*
Cherylon B. Reid*
W.M. Robb*
James W. Shaddix*

*By: /s/ David P. Alderson II
    -----------------------------------------
     (David P. Alderson II, Attorney-in-Fact)

                                      II-7