<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 11-K
ANNUAL REPORT
____________________
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
____________________
For the Fiscal Year Ended December 31, 1994
_____________________
PENNZOIL COMPANY SAVINGS AND INVESTMENT PLAN
Commission File No. 1-5591
______________________
PENNZOIL COMPANY
Pennzoil Place, P. O. Box 2967
Houston, Texas 77252-2967
(Name of issuer of securities held pursuant to the plan and
address of its principal executive office)
<PAGE>
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Administrative Committee,
Pennzoil Company Savings and
Investment Plan:
We have audited the accompanying statements of net assets
available for benefits of the Pennzoil Company Savings and
Investment Plan (the Plan) as of December 31, 1994 and 1993, and
the related statement of changes in net assets available for
benefits for the year ended December 31, 1994. These financial
statements and the schedules referred to below are the
responsibility of the Plan's administrative committee. Our
responsibility is to express an opinion on these financial
statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by the Plan's administrative
committee, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the net assets
available for benefits of the Plan as of December 31, 1994 and
1993, and the changes in net assets available for benefits for
the year ended December 31, 1994, in conformity with generally
accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on
the basic financial statements taken as a whole. The supplemental
schedules of assets held for investment purposes as of December
31, 1994, included as Schedule I, and reportable transactions
(series of investment transactions) for the year ended December
31, 1994, included as Schedule II, are presented for purposes of
additional analysis and are not a required part of the basic
financial statements but are supplementary information required
by the Department of Labor's Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act
of 1974. The Fund Information in the statements of net assets
available for benefits and statement of changes in net assets
available for benefits is presented for purposes of additional
analysis rather than to present the net assets available for
benefits and changes in net assets available for benefits of each
fund. The supplemental schedules and Fund Information have been
subjected to the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic
financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Houston, Texas
May 18, 1995
<PAGE>
<PAGE>
<TABLE>
PENNZOIL COMPANY SAVINGS AND INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
(WITH FUND INFORMATION)
DECEMBER 31, 1994
<CAPTION>
Participant Directed Funds
------------------------------------------------------------------------------------
Merrill J. P. Fidelity Merrill
Lynch Morgan Advisor Lynch New
Retirement Institutional Income & Equity York
Preservation Bond Growth Index Venture
Trust Fund Fund Trust Fund
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
ASSETS:
Investments, at current value-
Pennzoil Company common stock $ - $ - $ - $ - $ -
Battle Mountain Gold Company
common stock - - - - -
Merrill Lynch Retirement
Preservation Trust 20,531,493 - - - -
Mutual funds - 485,011 2,697,361 17,215,099 3,152,931
Cash and temporary investments - - - - -
Participant loans - - - - -
Receivables-
Employee contributions 69,644 2,110 12,662 59,091 14,773
Employer contributions - - - - -
Investment income - - - - -
------------ ------------ ------------ ------------ ------------
Total assets 20,601,137 487,121 2,710,023 17,274,190 3,167,704
LIABILITIES:
Payable to brokers - - 32,815 - 33,597
Due to trustee - - - - -
------------ ------------ ------------ ------------ ------------
NET ASSETS AVAILABLE
FOR BENEFITS $20,601,137 $ 487,121 $ 2,677,208 $17,274,190 $ 3,134,107
============ ============ ============ ============ ============
<CAPTION>
Non-
Participant
Participant Directed Funds Directed
------------------------------ ------------
Company Company
Loan Stock Stock
Fund Fund Fund Total
------------ ------------ ------------ -------------
<S> <C> <C> <C> <C>
ASSETS:
Investments, at current value-
Pennzoil Company common stock $ - $16,032,476 $39,382,813 $ 55,415,289
Battle Mountain Gold Company
common stock - 121,586 150,297 271,883
Merrill Lynch Retirement
Preservation Trust - - - 20,531,493
Mutual funds - - - 23,550,402
Cash and temporary investments - - - -
Participant loans 5,268,476 - - 5,268,476
Receivables-
Employee contributions - 52,760 - 211,040
Employer contributions - - 171,227 171,227
Investment income - - 6,270 6,270
------------ ------------ ------------ -------------
Total assets 5,268,476 16,206,822 39,710,607 105,426,080
LIABILITIES:
Payable to brokers - - - 66,412
Due to trustee - - 361,349 361,349
------------ ------------ ------------ -------------
NET ASSETS AVAILABLE
FOR BENEFITS $ 5,268,476 $16,206,822 $39,349,258 $104,998,319
============ ============ ============ =============
<FN>
See notes to financial statements.
</FN>
</TABLE>
<PAGE>
<PAGE>
<TABLE>
PENNZOIL COMPANY SAVINGS AND INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
(WITH FUND INFORMATION)
DECEMBER 31, 1993
<CAPTION>
Non-
Participant
Participant Directed Funds Directed
------------------------------------------------ ------------
Guaranteed Company Company
Income Equity Stock Stock
Fund Fund Fund Fund Total
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
ASSETS:
Investments, at current value-
Pennzoil Company common stock $ - $ - $ 15,016,704 $ 40,230,630 $ 55,247,334
Battle Mountain Gold Company
common stock - - 117,696 145,514 263,210
Guaranteed investment contract 20,586,090 - - - 20,586,090
Common trust funds-
Stock fund - 18,429,237 - - 18,429,237
Cash and temporary investments - 686,062 - 247,830 933,892
Receivables-
Employee contributions 35,686 32,442 94,081 - 162,209
Employer contributions - - - 162,209 162,209
Investment income - 32,922 - 58 32,980
------------ ------------ ------------ ------------ ------------
NET ASSETS AVAILABLE
FOR BENEFITS $ 20,621,776 $ 19,180,663 $ 15,228,481 $ 40,786,241 $ 95,817,161
============ ============ ============ ============ ============
<FN>
See notes to financial statements.
</FN>
</TABLE>
<PAGE>
<PAGE>
<TABLE>
PENNZOIL COMPANY SAVINGS AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(WITH FUND INFORMATION)
FOR THE YEAR ENDED DECEMBER 31,1994
<CAPTION>
Participant Directed Funds
---------------------------------------------------------------------------------------
Merrill J.P. Fidelity Merrill
Lynch Morgan Advisor Lynch New
Retirement Institutional Income & Equity York
Preservation Bond Growth Index Venture
Trust Fund Fund Trust Fund
-------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR BENEFITS,
beginning of year $ 20,621,776 $ - $ - $ 19,180,663 $ -
CONTRIBUTIONS:
Employee 3,785,480 140,062 639,121 3,170,731 804,088
Employer - - - - -
Rollovers from qualified plans 725,388 25,833 63,716 245,478 68,555
(Note 1)
INVESTMENT INCOME:
Dividends - 11,376 33,803 5,204 147,723
Interest 1,164,380 - - - -
Loan Repayment Interest 56,915 2,125 7,402 42,061 12,331
Other 4,612 - - 771 -
REALIZED GAIN (LOSS) ON SALE
OF INVESTMENTS - (1,671) (1,517) (118,224) (3,258)
UNREALIZED APPRECIATION /
(DEPRECIATION) OF INVESTMENTS - (15,193) (69,593) 209,939 (174,164)
NET TRANSFERS AMONG FUNDS AND
OTHER PLANS (Note 1) (2,404,258) 341,972 2,104,757 (2,984,796) 2,396,013
ADMINISTRATIVE EXPENSES (Note 1) (13,891) (154) (676) (7,359) (893)
DISTRIBUTIONS AND WITHDRAWALS (1,461,437) (4,805) (20,154) (939,121) (20,138)
(Note 1)
PARTICIPANT LOANS (Note 1)
New Loans Issued (2,227,068) (22,671) (118,054) (1,728,899) (147,797)
Principal Received 337,092 12,300 37,352 191,731 48,069
OTHER 12,148 (2,053) 1,051 6,011 3,578
------------- ------------ ------------- -------------- -------------
NET ASSETS AVAILABLE FOR BENEFITS,
end of year $ 20,601,137 $ 487,121 $ 2,677,208 $ 17,274,190 $ 3,134,107
============== ============ ============= ============== ==============
<CAPTION>
Non
Participant
Participant Directed Funds Directed
--------------------------------- --------------
Company Company
Loan Stock Stock
Fund Fund Fund Total
-------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR BENEFITS,
beginning of year $ - $ 15,228,481 $ 40,786,241 $ 95,817,161
CONTRIBUTIONS:
Employee - 2,764,886 - 11,304,368
Employer - - 8,850,029 8,850,029
Rollovers from qualified plans - 264,667 - 1,393,637
(Note 1)
INVESTMENT INCOME:
Dividends - 999,475 2,390,743 3,588,324
Interest - 1,848 4,422 1,170,650
Loan Repayment Interest - 42,025 6,554 169,413
Other - - 4,614 9,997
REALIZED GAIN (LOSS) ON SALE
OF INVESTMENTS - (251,964) (681,551) (1,058,185)
UNREALIZED APPRECIATION /
(DEPRECIATION) OF INVESTMENTS - (2,635,432) (7,128,741) (9,813,184)
NET TRANSFERS AMONG FUNDS AND
OTHER PLANS (Note 1) - 2,465,332 (1,837,587) 81,433
ADMINISTRATIVE EXPENSES (Note 1) - - (11,267) (34,240)
DISTRIBUTIONS AND WITHDRAWALS (110,609) (1,133,490) (2,888,831) (6,578,585)
(Note 1)
PARTICIPANT LOANS (Note 1)
New Loans Issued 6,241,656 (1,748,512) (248,655) -
Principal Received (862,571) 209,506 26,521 -
OTHER - - 76,766 97,501
------------- ------------- ------------- --------------
NET ASSETS AVAILABLE FOR BENEFITS,
end of year $ 5,268,476 $ 16,206,822 $ 39,349,258 $104,998,319
============== ============= ============= ==============
<FN>
See notes to financial statements
</FN>
</TABLE>
<PAGE>
<PAGE>
PENNZOIL COMPANY SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(1) DESCRIPTION OF THE PLAN:
General -
The Pennzoil Company Savings and Investment Plan (the Plan) was
established effective December 20, 1986, by Pennzoil Company. The
purpose of the Plan is to encourage employees of Pennzoil Company
and participating subsidiaries and affiliated companies
(collectively referred to as Pennzoil) to save, and invest
systematically, a portion of their current compensation in order
that they may have an additional source of income upon their
retirement or disability, or for their families in the event of
their death.
Each person employed by Pennzoil as of December 20, 1986 (effective
date), who was a member of the Pennzoil Company and Participating
Companies Employees Stock Purchase Plan (Pennzoil Stock Purchase
Plan) or the Employee Stock Ownership Plan of Pennzoil Company
(Pennzoil Stock Ownership Plan), became eligible to participate in
the Plan on that date. All other salaried employees become
eligible to participate in the Plan on the effective date or entry
date coinciding with or immediately following their completion of
one year of service. Effective January 1, 1989, the account
balances of all hourly employees (if such hourly employee was a
member of a collective bargaining unit to which the Plan had been
made available) were transferred to the Pennzoil Company Savings
and Investment Plan for Hourly Employees (Hourly Plan). Upon
changing wage status, a participant's account balance is
transferred between the Plan and the Hourly Plan. Such transfers
are reflected at current value as of the date of transfer in the
accompanying financial statements.
Effective October 24, 1986, the Pennzoil Stock Purchase Plan and
Pennzoil Stock Ownership Plan were terminated. As a result of
these terminations, participants were able to elect to receive all
Pennzoil Company common stock (Common Stock) and Battle Mountain
Gold Company common stock (Battle Mountain Stock), as well as the
cash value of any related fractional shares, or to transfer such
vested amounts to the Plan.
In January 1990, Pennzoil acquired 80 percent (on a fully diluted
basis) of the common stock of Jiffy Lube International, Inc.
Effective October 1, 1990, the board of directors of Pennzoil
approved the merger of the assets of the Jiffy Lube International,
Inc. 401(k) Plan and Trust Agreement (Jiffy Lube Plan) into the
Plan. Accordingly, the account balances of participants in the
Jiffy Lube Plan were transferred to the Plan. The Pennzoil Stock
Purchase Plan, the Pennzoil Stock Ownership Plan and the Jiffy Lube
Plan are collectively referred to as the Prior Plans.
The transferred amounts applicable to the Prior Plans are
maintained in separate accounts for each participant (Prior Plan
Accounts) segregated into amounts representing each participant's
employee and employer accounts under the Prior Plans (see
"Investment Choices" below).
<PAGE>
<PAGE>
Contributions -
For the 1993 Plan year, in order to participate in the Plan, an
eligible employee could authorize, by payroll deduction, a
contribution of not less than 1 percent and not more than 6 percent
of annual compensation. Pennzoil contributed an amount equal to
100 percent of each employee's contribution. Employee
contributions may be made "after-tax" or, under a Section 401(k)
option, on a "before-tax" basis. Effective January 1, 1994, the
Plan was amended to increase the maximum pretax and after-tax
contributions from 6 percent of annual compensation to 12 percent
of annual compensation. Pennzoil will contribute an amount equal
to 100 percent of the first 6 percent of each employee's
contribution.
Upon written request filed with the administrative committee, a
participant in the Plan or an employee of Pennzoil who is otherwise
eligible to participate in the Plan but who has not yet completed
the participation requirements may transfer an amount from another
qualified investment plan (Rollover Amount) into the Plan, provided
that such Rollover Amount is transferred in the form of cash. The
Rollover Amount will be deposited in an investment fund and shall
at all times be fully vested and nonforfeitable and share in the
income of the investment fund. However, such Rollover Amount will
not share in employer matching contributions.
Investment Choices -
Employer contributions are invested solely in Common Stock. At
Pennzoil's option, employer contributions may be made either in
cash or in Common Stock. Therefore, the statement of net assets
available for benefits and statement of changes in net assets
available for benefits present participant directed and non-
participant directed activity separately. During 1994 and 1993,
Pennzoil contributed 183,176 and 147,956 shares, respectively, of
its Common Stock valued at the average of the high and low market
prices on the date of the contribution. All employee and employer
contributions (other than stock) are initially invested in interest-
bearing short-term, highly liquid investments and are classified in
the accompanying statements of net assets available for benefits
under the caption "Cash and temporary investments."
During the 1993 Plan year, employee contributions were invested as
designated by participating employees in the following investment
funds:
Fund Name Type of Investment(s)
- ----------------- ------------------------------------
I. Guaranteed Investments in insurance or group annuity
Income Fund contracts with a guaranteed rate of return
II. Equity Fund Investments in common trust funds with
various holdings including (but not limited
to) common stocks, corporate debt
securities, interests in oil, gas or
mineral properties and others
III. Company Stock Common stock of Pennzoil Company
Fund
<PAGE>
<PAGE>
Effective January 1, 1994, the Plan was amended to increase the
number of investment options from three to six. All funds in the
Guaranteed Income Fund and Equity Fund as of December 31, 1993
were transferred to the Merrill Lynch Retirement Preservation Trust
and the Merrill Lynch Equity Index Trust, respectively, on
January 1, 1994 in conjuction with the amendment. In addition, the
amended Plan will allow a participant who has attained age 55 to
direct that all or a part of his existing employer contributions be
invested among the various investment options. The six options now
available are:
Fund Name Type of Investments(s)
- ------------------- ------------------------------------
I. Merrill Lynch Invests primarily in guaranteed investment
Retirement contracts (generally with insurance
Preservation Trust companies or banks which agree to return
principal and a stated rate of return
over a specified period of time) and
U.S. Government and U.S. Government
Agency securities.
II. J. P. Morgan Normally, at least 65% of the fund's
Institutional assets will be represented by
Bond Fund investment in securities rated "A" or
better by a major ratings agency. The
fund's duration (a measure of average
maturity) ranges between 3-1/2 and 5-1/2
years.
III. Fidelity Advisor Invests in a diversified portfolio
Income and Growth of equity and fixed-income securities
Fund with income, growth of income and
capital appreciation potential.
IV. Merrill Lynch Consists of common stocks that, to
Equity Index Trust the extent possible, duplicate the
composition of Standard & Poor's Index
of 500 stocks.
V. New York Venture Invests primarily in common stock and
Fund securities convertible into common
stock. The fund ordinarily invests in
securities which management believes
have above-average appreciation potential.
VI. Company Stock Fund Common stock of Pennzoil Company
Under the terms of the Plan, Prior Plan Accounts are not commingled
with other Plan assets for investment purposes, are not allocated
investment income from other Plan assets and are not allocated
employer contributions. In addition, amounts transferred to the
Plan from the Pennzoil Stock Purchase Plan and Pennzoil Stock
Ownership Plan must remain invested in Common Stock and Battle
Mountain Stock. Amounts transferred from the employer account of
the Jiffy Lube Plan must remain invested in Common Stock while
amounts transferred from the employee account may be invested in
one of the six options described above. Dividends or other income
earned on shares of Common Stock and Battle Mountain Stock in the
Prior Plan Accounts are required to be reinvested in Common Stock.
Participants are fully vested in such Prior Plan Accounts and will
receive distributions upon giving written notice to the
administrative committee for withdrawals or upon termination of
employment. Included in Prior Plan Accounts at December 31, 1994
and 1993, respectively, are 95,260 and 97,101 shares of Common
Stock and 24,717 and 25,996 shares of Battle Mountain Stock which
have been reflected in the Non-Participant Directed Company Stock
Fund in the accompanying financial statements. The fair value of
the Common Stock was $4,203,348 at December 31, 1994, and
$5,182,766 at December 31, 1993. The fair value of the Battle
Mountain Stock was $271,883 at December 31, 1994, and $263,210 at
December 31, 1993.
<PAGE>
<PAGE>
Loans -
Effective January 1, 1994, a participant may apply to the
administrative committee of the Plan to borrow from his accounts,
subject to certain limitations. Such loans will be for a term not
to exceed five years (20 years in the case of loans to purchase a
primary residence) and cannot exceed the lesser of $50,000 or
50 percent of the participant's account balances.
Participant loans are reported as an asset of the Loan Fund and
principal and interest payments received are transferred to the
investment funds based on the participant's current contribution
elections.
Vesting and Disposition of Forfeitures -
Participants are always fully vested in employee contributions.
Participants vest in employer contributions at a rate of 25 percent
per year beginning at the end of two years of service, becoming
fully vested after five years of service or attainment of age 55.
Any nonvested portion of employer contributions shall be forfeited
upon termination. Forfeitures shall be allocated as follows:
first, to reinstate any employer contribution amounts of
participants who return to service and second, to restore any
amounts previously forfeited as unclaimed benefits. Any remaining
amounts are applied to reduce succeeding employer contributions.
Withdrawals -
Withdrawals may be made from either of an employee's previous pre-
tax or after-tax contributions, net of previous withdrawals, upon
written notice to the administrative committee. After-tax
withdrawals cause the participants to forfeit the right to
participate in the Plan for 180 days, while pre-tax withdrawals are
allowed only when the participant is age 59-1/2 or older, unless a
financial hardship exists. Hardship withdrawals will cause the
participants to be suspended from making further contributions for
365 days. Withdrawals may be made from employer contributions only
if the participant is fully vested and only after withdrawing all
amounts from any Prior Plan Accounts and any Rollover Amounts, and
not being in a suspended status.
Distribution of Benefits -
Benefits are payable to participants or their beneficiaries at
retirement, permanent disability, death or termination of service.
Plan Administration -
The Plan is administered by an administrative committee consisting
of at least three members appointed by the board of directors of
Pennzoil Company. Effective January 1, 1994, Merrill Lynch Trust
Company (Trustee) was appointed sole trustee of the Plan. All
administrative expenses are borne by Pennzoil Company with the
exception of fees for investment management and loan processing
fees for participant loans.
The Plan is subject to reporting and regulations pursuant to the
Employee Retirement Income Security Act of 1974 (ERISA).
Termination or Amendment of the Plan -
The Plan may be terminated, amended or modified by the board of
directors of Pennzoil Company at any time. Upon complete or
partial termination of the Plan, all amounts credited to the
accounts with respect to which the Plan has been terminated shall
become fully vested and nonforfeitable.
<PAGE>
<PAGE>
(2) SUMMARY OF ACCOUNTING POLICIES:
Basis of Accounting -
The financial statements of the Plan are presented on the accrual
basis of accounting. Amounts allocated to accounts of persons who
have withdrawn from participation in the earnings and operations of
the Plan are not recorded as a liability of the Plan but are
classified as a component of net assets available for benefits.
Such amounts were $361,349 and $1,017,340 at December 31, 1994 and
1993, respectively. A separate account is maintained for each
participant which reflects the participant's contributions, net of
withdrawals, and the participant's allocable share of Pennzoil's
contributions and the Plan's investment earnings.
Asset Valuation -
The Plan's investments are reflected in the accompanying financial
statements at year-end current values, which represent fair values,
except for the Guaranteed Income Fund at December 31, 1993, and the
Retirement Preservation Trust at December 31, 1994, which represent
contract value. For the Company Stock Fund, fair value was
determined by using the closing price of the securities held as
listed on the New York Stock Exchange on the last trading day of
the Plan year. For the Equity Fund at December 31, 1993, and all
mutual funds at December 31, 1994, fair value was determined based
on the closing price of the securities held by the collective fund
as listed on the applicable stock exchange on the last trading day
of the Plan year and the number of participating units held by the
Plan. Contract value for the Guaranteed Income Fund and Retirement
Preservation Trust was determined based on contributions made under
the investment contract plus interest earned at the contract's rate
less funds used to pay investment fees charged by the insurance
companies.
Realized gains (losses) are calculated based on proceeds from the
sale of assets and the current value of the assets at the beginning
of the Plan year or at time of purchase if acquired during the
current Plan year. Unrealized appreciation (depreciation) of
investments is calculated based on the current value of the assets
at the end of the Plan year and the current value of the assets at
the beginning of the Plan year or at time of purchase if acquired
during the current Plan year.
(3) FEDERAL INCOME TAXES:
The Plan received a determination letter in October 1994 that the
Plan, as currently designed, is in compliance with the applicable
requirements of the Internal Revenue Code of 1986, as amended (the
Code). The Internal Revenue Service concluded that the Plan is
designed and operated in compliance with the applicable
requirements of the Code. Therefore, the Plan was qualified and
the related trust was tax-exempt as of December 31, 1994 and 1993.
<PAGE>
<PAGE>
<TABLE>
SCHEDULE I
PENNZOIL COMPANY SAVINGS AND INVESTMENT PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1994
<CAPTION>
Current
Identity of Issue Description of Investment Cost Value
- --------------------- ------------------------- ------------ ------------
<S> <C> <C>
EQUITY SECURITIES:
Common stock-
Pennzoil Company <F1> 1,255,871 shares--$.83-1/3 par value $73,925,120 $55,415,289
Battle Mountain Gold Company 24,717 shares--$.10 par value 111,838 271,883
------------ ------------
Total equity securities 74,036,958 55,687,172
------------ ------------
MONEY MARKET:
Merrill Lynch Retirement
Preservation Trust <F1> 20,531,493 units 20,531,493 20,531,493
------------ ------------
MUTUAL FUNDS:
Merrill Lynch Equity
Index Trust <F1> 589,256 units 17,005,160 17,215,099
Fidelity Advisor Income & Growth 187,839 units 2,766,954 2,697,361
New York Venture Fund, Inc. 282,496 units 3,327,095 3,152,931
J.P. Morgan Institutional Bond Fund 53,007 units 500,204 485,011
------------ ------------
Total mutual funds 23,599,413 23,550,402
------------ ------------
OTHER:
Participant loans, at interest
rates ranging from 7.0% to 9.5% <F1> 5,268,476 5,268,476
------------ ------------
Total assets held for
investment purposes $123,436,340 $105,037,543
============ ============
<FN>
<F1> Represents party in interest.
</FN>
</TABLE>
<PAGE>
<PAGE>
<TABLE>
SCHEDULE II
PENNZOIL COMPANY SAVINGS AND INVESTMENT PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
(SERIES OF INVESTMENT TRANSACTIONS)
FOR THE YEAR ENDED DECEMBER 31, 1994
<CAPTION>
Number of
Units or
Face Value Identity of Party Involved Purchase Selling Cost of Net Gain/
Amount and Description of Assets Price Price<F1> Asset (Loss)
- ---------- ------------------------------ ----------- ---------- ----------- ---------
<C> <S> <C> <C> <C> <C>
Pennzoil Company common stock,
$.83-1/3 par value -
163,793 Purchases (344 transactions) $ 8,227,723 $ - $ 8,227,723 $ -
90,283 Sales (460 transactions) - 4,432,757 5,371,562 (938,805)
Merrill Lynch Equity Index Trust -
799,728 Purchases (218 transactions) 23,079,104 - 23,079,104 -
210,473 Sales (403 transactions) - 5,955,720 6,073,944 (118,224)
Merrill Lynch Retirement
Preservation Trust -
27,332,585 Purchases (400 transactions) 27,332,585 - 27,332,585 -
6,801,091 Sales (412 transactions) - 6,801,091 6,801,091 -
<FN>
<F1> Current value of asset on transaction date is equal to the selling price.
NOTE: This schedule is a listing of series of investment transactions
in the same security which exceed 5% of the current value of the Plan's
assets as of the beginning of the Plan year.
</FN>
</TABLE>
<PAGE>
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Administrative Committee has duly caused this report to be
signed by the undersigned thereunto duly authorized.
PENNZOIL COMPANY SAVINGS AND
INVESTMENT PLAN
By S/N TERRY HEMEYER
Terry Hemeyer
Chairman of the Administrative Committee
June 28, 1995
<PAGE>
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation of our report dated May 18, 1995, included herein, into
Pennzoil Company's previously filed Registration Statement on Form S-8
No. 33-51473.
ARTHUR ANDERSEN LLP
Houston, Texas
June 28, 1995
<PAGE>
