<PAGE>
 
   As Filed With the Securities and Exchange Commission on February 23, 1999
                                                     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 THRIFT AND STOCK PURCHASE PLAN
                           (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 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              200,000            $13.08125                 $2,616,250                 $727.32
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 reported on the New
     York Stock Exchange on February 17, 1999.
<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. The 
foregoing documents and the documents incorporated by reference in the 
registration statement pursuant to Item 3 of Part II, taken together, 
constitute a prospectus that meets the requirements of Section 10(a) of the 
Securities Act of 1933.



<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, as amended, declared effective by the
          Commission on December 10, 1998;

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

     (3)  The Annual Report on Form 11-K filed by the Quaker State Corporation 
          Thrift and Stock Purchase Plan (File No. 1-2677); and
 
     (4)  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; and

     (5)  The Company's Current Reports on Form 8-K filed with the Commission
          on December 18, 1998, December 29, 1998, and January 13, 1999, as
          amended on January 20, 1999.

     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.

                                     II-1
<PAGE>
 
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

           Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Article 9 of the 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 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 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

                                     II-2
<PAGE>
 
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 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         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       - By-laws of Pennzoil-Quaker State Company (filed herewith)

  4.3       - Pennzoil-Quaker State Company Thrift and Stock Purchase Plan
            (filed herewith)

  4.4       - First Amendment to the Pennzoil-Quaker State Company Thrift and
            Stock Purchase Plan (filed herewith)

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

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

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

 23.3        - 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.

                                     II-3
<PAGE>
 
ITEM 9.  UNDERTAKINGS.

     The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, as amended (the "Securities Act"),
each filing of the Registrant's annual report pursuant to section 13(a) or
section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the Exchange
Act) that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     (a)  The Company hereby undertakes:

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

                (i)   To include any prospectus required by section 10(a)(3) of
                the Securities Act;

                (ii)  To reflect in the prospectus any facts or events arising
                after the effective date of the Registration Statement (or the
                most recent post-effective amendment thereof) which,
                individually or in the aggregate, represent a fundamental change
                in the information set forth in the Registration Statement;

                (iii) To include any material information with respect to the
                plan of distribution not previously disclosed in the
                Registration Statement or any material change to such
                information in the Registration Statement;

     PROVIDED, HOWEVER, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

          (2) That, for the purpose of determining any liability under the
          Securities Act, each such post-effective amendment shall be deemed to
          be a new registration statement relating to the securities offered
          therein, and the offering of such securities at that time shall be
          deemed to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
          any of the securities being registered which remain unsold at the
          termination of the offering.

                                     II-4
<PAGE>
 
     (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 February 23, 1999.


                            PENNZOIL-QUAKER STATE COMPANY,
                            a Delaware corporation

                                 /s/ James L. Pate 
                            By:______________________________________
                                 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 February 23, 1999.


             NAME                               TITLE
             ----                               ----- 

/s/ James L. Pate 
__________________________________________      Principal Financial Officer
(James L. Pate, Chairman of the Board
and Chief Executive Officer)


/s/ David P. Alderson II 
__________________________________________
     Principal Executive Officer
(David P. Alderson II, Group Vice President
and Chief Financial Officer)
 
Howard H. Baker, Jr.*
Herbert M. Baum*
W. L. Lyons Brown, Jr.*
Ernest H. Cockrell*
Alfonso Fanjul*                                 A Majority of the Directors of
C. Frederick Fetterolf*                         Pennzoil-Quaker State Company
Forrest R. Haselton*
Berdon Lawrence*
L. David Myatt*
James J. Postl*
Gerald B. Smith*
Lorne R. Waxlax*
 

     /s/ David P. Alderson II 
*By:________________________________________
     (David P. Alderson II, Attorney-in-Fact
 
                                     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 February 23, 1999.

                               PENNZOIL-QUAKER STATE COMPANY
                               THRIFT AND STOCK PURCHASE PLAN
                               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 February 23, 1999.

MEMBERS OF THE ADMINISTRATIVE COMMITTEE
OF THE THRIFT AND STOCK PURCHASE PLAN

     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": 19347}]
{"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": "333-72835", "film-number": "99548081"}, "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 February 23, 1999
                                                     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 THRIFT AND STOCK PURCHASE PLAN
                           (Full title of the plan)

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

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

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

                        CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------
 TITLE OF SECURITIES TO       AMOUNT TO BE      PROPOSED MAXIMUM          PROPOSED MAXIMUM            AMOUNT OF
 BE REGISTERED(1)             REGISTERED       OFFERING PRICE PER        AGGREGATE OFFERING       REGISTRATION FEE(2)
                                                   SHARE(2)                  PRICE(2)
-------------------------------------------------------------------------------------------------------------------------
Common Stock, par              200,000            $13.08125                 $2,616,250                 $727.32
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 reported on the New
     York Stock Exchange on February 17, 1999.
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. The 
foregoing documents and the documents incorporated by reference in the 
registration statement pursuant to Item 3 of Part II, taken together, 
constitute a prospectus that meets the requirements of Section 10(a) of the 
Securities Act of 1933.
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, as amended, declared effective by the
          Commission on December 10, 1998;

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

     (3)  The Annual Report on Form 11-K filed by the Quaker State Corporation 
          Thrift and Stock Purchase Plan (File No. 1-2677); and
 
     (4)  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; and

     (5)  The Company's Current Reports on Form 8-K filed with the Commission
          on December 18, 1998, December 29, 1998, and January 13, 1999, as
          amended on January 20, 1999.

     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.

                                     II-1
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

           Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Article 9 of the 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 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 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

                                     II-2
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 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         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       - By-laws of Pennzoil-Quaker State Company (filed herewith)

  4.3       - Pennzoil-Quaker State Company Thrift and Stock Purchase Plan
            (filed herewith)

  4.4       - First Amendment to the Pennzoil-Quaker State Company Thrift and
            Stock Purchase Plan (filed herewith)

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

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

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

 23.3        - 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.

                                     II-3
ITEM 9.  UNDERTAKINGS.

     The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, as amended (the "Securities Act"),
each filing of the Registrant's annual report pursuant to section 13(a) or
section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the Exchange
Act) that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     (a)  The Company hereby undertakes:

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

                (i)   To include any prospectus required by section 10(a)(3) of
                the Securities Act;

                (ii)  To reflect in the prospectus any facts or events arising
                after the effective date of the Registration Statement (or the
                most recent post-effective amendment thereof) which,
                individually or in the aggregate, represent a fundamental change
                in the information set forth in the Registration Statement;

                (iii) To include any material information with respect to the
                plan of distribution not previously disclosed in the
                Registration Statement or any material change to such
                information in the Registration Statement;

     PROVIDED, HOWEVER, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

          (2) That, for the purpose of determining any liability under the
          Securities Act, each such post-effective amendment shall be deemed to
          be a new registration statement relating to the securities offered
          therein, and the offering of such securities at that time shall be
          deemed to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
          any of the securities being registered which remain unsold at the
          termination of the offering.

                                     II-4
(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 February 23, 1999.

                            PENNZOIL-QUAKER STATE COMPANY,
                            a Delaware corporation

                                 /s/ James L. Pate 
                            By:______________________________________
                                 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 February 23, 1999.

             NAME                               TITLE
             ----                               ----- 

/s/ James L. Pate 
__________________________________________      Principal Financial Officer
(James L. Pate, Chairman of the Board
and Chief Executive Officer)

/s/ David P. Alderson II 
__________________________________________
     Principal Executive Officer
(David P. Alderson II, Group Vice President
and Chief Financial Officer)
 
Howard H. Baker, Jr.*
Herbert M. Baum*
W. L. Lyons Brown, Jr.*
Ernest H. Cockrell*
Alfonso Fanjul*                                 A Majority of the Directors of
C. Frederick Fetterolf*                         Pennzoil-Quaker State Company
Forrest R. Haselton*
Berdon Lawrence*
L. David Myatt*
James J. Postl*
Gerald B. Smith*
Lorne R. Waxlax*
 

     /s/ David P. Alderson II 
*By:________________________________________
     (David P. Alderson II, Attorney-in-Fact
 
                                     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 February 23, 1999.

                               PENNZOIL-QUAKER STATE COMPANY
                               THRIFT AND STOCK PURCHASE PLAN
                               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 February 23, 1999.

MEMBERS OF THE ADMINISTRATIVE COMMITTEE
OF THE THRIFT AND STOCK PURCHASE PLAN

     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