<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
FOR HOURLY EMPLOYEES
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 for Hourly Employees:
We have audited the accompanying statements of net assets available for
benefits of the Pennzoil Company Savings and Investment Plan for Hourly
Employees (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
plan benefits and changes in net assets available for plan 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
FOR HOURLY EMPLOYEES
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
(WITH FUND INFORMATION)
DECEMBER 31, 1994
<CAPTION>
Participant Directed Funds
------------------------------------------------------------------------------------
Merrill J. P. Fidelity Dreyfus/
Lynch Morgan Advisor Laurel 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 2,680,983 - - - -
Mutual funds - 28,671 78,486 1,508,834 101,599
Cash and temporary investments 100,851 - - - -
Participant loans - - - - -
Receivables-
Employee contributions 11,977 299 898 7,186 898
Employer contributions - - - - -
Investment income 150 - - - -
------------ ------------ ------------ ------------ ------------
Total assets 2,793,961 28,970 79,384 1,516,020 102,497
LIABILITIES:
Payable to brokers - - - - -
------------ ------------ ------------ ------------ ------------
NET ASSETS AVAILABLE
FOR BENEFITS $2,793,961 $ 28,970 $ 79,384 $1,516,020 $ 102,497
============ ============ ============ ============ ============
<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 $ - $1,126,510 $2,811,602 $3,938,112
Battle Mountain Gold Company
common stock - 12,628 11,198 23,826
Merrill Lynch Retirement
Preservation Trust - - - 2,680,983
Mutual funds - - - 1,717,590
Cash and temporary investments - - 78,783 179,634
Participant loans 245,726 - - 245,726
Receivables-
Employee contributions - 8,683 - 29,941
Employer contributions - - 15,044 15,044
Investment income - - 158 308
------------ ------------ ------------ ------------
Total assets 245,726 1,147,821 2,916,785 8,831,164
LIABILITIES:
Payable to brokers - - 28,333 28,333
------------ ------------ ------------ ------------
NET ASSETS AVAILABLE
FOR BENEFITS $ 245,726 $1,147,821 $2,888,452 $8,802,831
============ ============ ============ ============
<FN>
See notes to financial statements.
</FN>
</TABLE>
<PAGE>
<PAGE>
<TABLE>
PENNZOIL COMPANY SAVINGS AND INVESTMENT PLAN
FOR HOURLY EMPLOYEES
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 $ - $ - $1,032,002 $2,600,495 $3,632,497
Battle Mountain Gold Company
common stock - - 11,760 10,424 22,184
Guaranteed investment contract 2,583,087 - - - 2,583,087
Common trust funds-
Stock fund - 1,341,170 - - 1,341,170
Cash and temporary investments - 64,248 - 21,717 85,965
Receivables-
Employee contributions 10,945 6,070 4,954 - 21,969
Employer contributions - - - 15,244 15,244
Investment income - 2,401 - 5 2,406
------------ ------------ ------------ ------------ ------------
NET ASSETS AVAILABLE
FOR BENEFITS $2,594,032 $1,413,889 $1,048,716 $2,647,885 $7,704,522
============ ============ ============ ============ ============
<FN>
See notes to financial statements.
</FN>
</TABLE>
<PAGE>
<PAGE>
<TABLE>
PENNZOIL COMPANY SAVINGS AND INVESTMENT PLAN
FOR HOURLY EMPLOYEES
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
Lynch Morgan Advisor
Guaranteed Retirement Institutional Income &
Income Equity Preservation Bond Growth
Fund Fund Trust Fund Fund
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR BENEFITS,
beginning of year $2,594,032 $1,413,889 $ - $ - $ -
CONTRIBUTIONS:
Employee 441,536 290,063 201,794 3,830 8,823
Employer - - - - -
INVESTMENT INCOME:
Dividends - 6,073 - - -
Interest 99,653 (725) 50,619 - -
Loan Repayment Interest - - 226 14 22
REALIZED GAIN (LOSS) ON SALE
OF INVESTMENTS - - - - -
UNREALIZED APPRECIATION /
(DEPRECIATION) OF INVESTMENTS - 28,875 - (96) (1,452)
NET TRANSFERS AMONG FUNDS AND
OTHER PLANS (Note 1) (2,996,268) (1,675,508) 2,687,543 25,287 72,571
PARTICIPANT LOANS (Note 1)
New Loans Issued - - (74,349) (163) (752)
Principal Received - - 559 98 177
EXPENSES - - (279) - (5)
DISTRIBUTIONS AND WITHDRAWALS (138,953) (62,667) (72,152) - -
(Note 1)
----------- ----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS,
end of year $ - $ - $2,793,961 $ 28,970 $ 79,384
=========== =========== =========== =========== ===========
<CAPTION>
Participant Directed Funds
--------------------------------------------------------------------
Dreyfus/
Laurel New
Equity York Company
Index Venture Loan Stock
Trust Fund Fund Fund
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR BENEFITS,
beginning of year $ - $ - $ - $1,048,716
CONTRIBUTIONS:
Employee 122,051 9,904 - 305,285
Employer - - - -
INVESTMENT INCOME:
Dividends - - - 61,681
Interest 2,224 - - 445
Loan Repayment Interest 164 17 - 636
REALIZED GAIN (LOSS) ON SALE
OF INVESTMENTS - - - (15,534)
UNREALIZED APPRECIATION /
(DEPRECIATION) OF INVESTMENTS (34,270) (623) - (348,668)
NET TRANSFERS AMONG FUNDS AND
OTHER PLANS (Note 1) 1,500,198 95,812 - 281,744
PARTICIPANT LOANS (Note 1)
New Loans Issued (45,993) (2,629) 248,320 (124,434)
Principal Received 344 31 (2,594) 1,385
EXPENSES (114) (15) - -
DISTRIBUTIONS AND WITHDRAWALS (28,584) - - (63,435)
(Note 1)
----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS,
end of year $1,516,020 $ 102,497 $ 245,726 $1,147,821
=========== =========== =========== ===========
<CAPTION>
Non-
Participant
Directed
-----------
Company
Stock
Fund Total
----------- -----------
<S> <C> <C>
NET ASSETS AVAILABLE FOR BENEFITS,
beginning of year $2,647,885 $7,704,522
CONTRIBUTIONS:
Employee - 1,383,286
Employer 752,594 752,594
INVESTMENT INCOME:
Dividends 175,092 242,846
Interest 1,113 153,329
Loan Repayment Interest - 1,079
REALIZED GAIN (LOSS) ON SALE
OF INVESTMENTS (38,857) (54,391)
UNREALIZED APPRECIATION /
(DEPRECIATION) OF INVESTMENTS (872,161) (1,228,395)
NET TRANSFERS AMONG FUNDS AND
OTHER PLANS (Note 1) 383,068 374,447
PARTICIPANT LOANS (Note 1)
New Loans Issued - -
Principal Received - -
EXPENSES (1,227) (1,640)
DISTRIBUTIONS AND WITHDRAWALS (159,055) (524,846)
(Note 1)
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS,
end of year $2,888,452 $8,802,831
=========== ===========
<FN>
See notes to financial statements
</FN>
</TABLE>
<PAGE>
<PAGE>
PENNZOIL COMPANY SAVINGS AND INVESTMENT PLAN
FOR HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
(1) DESCRIPTION OF THE PLAN:
General -
The Pennzoil Company Savings and Investment Plan for Hourly
Employees (the Plan) was established effective January 1, 1989,
by Pennzoil Company. The purpose of the Plan is to encourage
hourly employees of Pennzoil Company and participating
subsidiaries and affiliated companies (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 family in the event
of their death. Prior to January 1, 1989, some hourly and
salaried employees participated in the Pennzoil Company Savings
and Investment Plan (the Prior Plan). Effective January 1, 1989,
the account balances of all hourly employees in the Prior Plan at
December 31, 1988, along with assets from the Roosevelt Refinery
Hourly Employees Retirement Savings Plan, were transferred to the
Plan. Upon changing wage status, a participant's account balance
is transferred between the Plan and the Prior Plan.
Each person employed by Pennzoil who is a member of a collective
bargaining unit which has agreed to participate in the Plan and
who is receiving remuneration on an hourly basis on or after
January 1, 1989 (the effective date), is eligible to participate
in the Plan on the later of the effective date or the entry date
coinciding with or next following their completion of one year of
service.
During the 1993 plan year, in order to participate in the Plan,
an eligible employee could authorize, by pretax payroll deduction,
a contribution in whole percentages of not less than 1 percent and
not more than 6 percent of annual compensation. In addition, an
eligible employee could, independently of his pretax contribution,
elect to make after-tax contributions to the Plan in whole
percentages of not less than 1 percent and not more than
6 percent of annual compensation. Effective April 1, 1994, the
Plan was amended to increase the maximum pretax and after-tax
contributions for certain eligible employees from 6 percent of
annual compensation to 12 percent of annual compensation. In
addition, the maximum combined contribution rates of pretax and
after-tax contributions based on years of participation in the
Plan were increased to 9 percent, 10 percent and 12 percent,
respectively, for those employees. The sum of the rates of
pretax and after-tax contributions are subject to the following
limitations:
Years of Participation (a) Maximum Combined Contribution Rate
- -------------------------- ----------------------------------
After
1993 April 1, 1994
----------- -------------
Less than 5 years 3% 9%
5 - 10 years 4% 10%
More than 10 years 6% 12%
<PAGE>
<PAGE>
For each Plan year, Pennzoil contributes an amount on behalf of
participating employees equal to the following percentages of the
aggregate pretax and after-tax contribution rates shown above.
Pennzoil's contributions on behalf of participating employees was
not changed by the amendment.
Applicable
Percentage -
Years of Employer Matching
Participation (a) Contribution
------------------- -----------------
Less than 5 years 50%
5 - 10 years 75%
More than 10 years 100%
(a) Includes years of participation in the Plan, the Prior
Plan or the Pennzoil Company and Participating Companies
Employees Stock Purchase Plan.
Investment Choices -
Employer contributions are invested solely in Pennzoil Company
common stock. At Pennzoil's discretion, employer contributions
may be made either in cash or in Pennzoil Company 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 Company
contributed 15,056 shares and 9,546 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
statement of net assets available for benefits under
the caption "Cash and temporary investments."
For 1993 and the nine months ended September 30, 1994, employee
contributions were invested as designated by each participating
employee in one or more of 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
Under the terms of the Plan, assets transferred from the Prior
Plan (which included shares of Battle Mountain Gold Company
common stock) are at all times fully vested and nonforfeitable.
<PAGE>
<PAGE>
Effective October 1, 1994, the Plan was amended to offer more
fund options to participants. All existing funds were
transferred to the new six options, as directed by the
participants, to the six funds described below:
Fund Name Type of Investment(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 of
Income and Growth equity and fixed-income securities
Fund with income, growth of income and
capital appreciation potential.
IV. Dreyfus/Laurel Consists of common stocks that, to the
Equity Index extent possible, duplicate the
Trust 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 Common stock of Pennzoil Company
Loans -
Effective October 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
(a) $50,000 or (b) 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. 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.
<PAGE>
<PAGE>
Withdrawals -
Withdrawals may be made from either an employee's previous pretax
or after-tax contributions, net of previous withdrawals, upon
written notice to the administrative committee of the Plan.
After-tax withdrawals result in the participant's forfeiture of
the right to participate in the Plan for 180 days. Pretax
withdrawals are allowed only when the participant's age is 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 has been
a member of the Plan for five full Plan years and will cause an
employee to be suspended from participation in the Plan for 180
days.
Distribution of Benefits -
Benefits that are vested 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. The sole trustee of the Plan is
Mellon Bank, N.A. (Trustee). All administrative expenses are
borne by Pennzoil 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.
Termination or Amendment of the Plan -
The Plan may be terminated, amended or modified by 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.
(2) SUMMARY OF ACCOUNTING POLICIES:
Basis of Accounting -
The financial statements of the Plan are presented on the accrual
basis of accounting, except that 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. There were no such amounts outstanding at December 31,
1994. Such amounts outstanding at December 31, 1993 were
$59,876. 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
contributions and the Plan's investment earnings.
<PAGE>
<PAGE>
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 applicable closing
price of the funds 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 in
each fund. Contract value for the Guaranteed Income Fund and the
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.
Effective October 1, 1994, investments in the Stock Fund are
assigned units of participation. The unit value is determined
daily based upon the fair market value of the underlying net
assets. The total units assigned to participants at December
31, 1994 were 226,126. The unit value at December 31, 1994
was $17.42.
Realized gains (losses) are calculated based on proceeds from the
sale of assets and the value of the assets at the beginning of
the Plan year or at time of purchase if acquired during the
current Plan year. Unrealized appreciation (depreciation) of
investments is calculated based on the market value of the assets
at the end of the Plan year and the market value of the assets at
the beginning of the Plan year or at time of purchase if acquired
during the current Plan year.
(3) FEDERAL INCOME TAXES:
The Plan received a determination letter in October of 1994 that
the Plan, as currently designed, is in compliance with the
applicable requirements of the Internal Revenue Code of 1986, as
amended (the Code). The Internal Revenue Service concluded that
the Plan is designed and operated in compliance with the
applicable requirements of the Code. Therefore, the Plan was
qualified and the related trust was tax-exempt as of December 31,
1994 and 1993.
<PAGE>
<PAGE>
<TABLE>
SCHEDULE I
PENNZOIL COMPANY SAVINGS AND INVESTMENT PLAN
FOR HOURLY EMPLOYEES
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1994
<CAPTION>
Current
Identity of Issue Description of Investment Cost Value
- --------------------- ------------------------- ---------- ----------
<S> <C> <C>
EQUITY SECURITIES:
Common stock-
Pennzoil Company <F1> 89,250 shares--$.83-1/3 par value $ 5,162,642 $ 3,938,112
Battle Mountain Gold Company 2,166 shares--$.10 par value 9,982 23,826
----------- -----------
Total equity securties 5,172,624 3,961,938
----------- -----------
MONEY MARKET:
Merrill Lynch Retirement
Preservation Trust <F1> 2,733,474 units of collective trust 2,680,983 2,680,983
----------- -----------
MUTUAL FUNDS:
Dreyfus/Laurel Equity
Index Trust <F1> 150,432 units of an equity fund 1,548,771 1,508,834
New York Venture Fund 9,104 units 106,614 101,599
Fidelity Advisor Income & Growth Fund 5,466 units 79,873 78,486
J.P. Morgan Institutional Bond Fund 3,133 units 28,894 28,671
----------- -----------
Total mutual funds 1,764,152 1,717,590
----------- -----------
OTHER:
Cash and temporary investments <F1> 179,634 units 179,634 179,634
Participant Loans with interest rates
ranging from 8.75% to 9.5% <F1> 245,726 245,726
----------- -----------
Total other assets 425,360 425,360
----------- -----------
Total assets held for
investment purposes $10,043,119 $ 8,785,871
=========== ===========
<FN>
<F1> Represents party in interest.
</FN>
</TABLE>
<PAGE>
<PAGE>
<TABLE>
SCHEDULE II
PENNZOIL COMPANY SAVINGS AND INVESTMENT PLAN
FOR HOURLY EMPLOYEES
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
Amount and Description of Assets Price Price<F1> Asset Gain
- ---------- ------------------------------- ---------- ---------- ---------- --------
For the nine months ended September 30, 1994:
- ---------------------------------------------
<C> <S> <C> <C> <C> <C>
Pennzoil Company common stock,
$.83-1/3 par value -
5,995 Purchases (13 transactions) $ 312,266 $ - $ 312,266 $ -
Mellon Bank - EB Stock Fund -
2,711 Purchases (8 transactions) 269,516 - 269,516 -
15,855 Sales (1 transaction) - 1,616,758 1,247,658 369,100
Mellon Bank - EB Temporary
Investment Fund -
3,542,528 Purchases (188 transactions) 3,542,528 - 3,542,528 -
3,628,492 Sales (59 transactions) - 3,628,492 3,628,492 -
Merrill Lynch Retirement
Preservation Trust -
2,975,089 Purchases (15 transactions) 2,975,089 - 2,975,089 -
201,867 Sales (11 transactions) - 201,867 201,867 -
<FN>
<F1> Current value of asset on transaction date is equal to the selling price.
NOTE: This schedule is a listing of a 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>
<TABLE>
SCHEDULE II
PENNZOIL COMPANY SAVINGS AND INVESTMENT PLAN
FOR HOURLY EMPLOYEES
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
Amount and Description of Assets Price Price<F1> Asset Gain
- ---------- ------------------------------- ---------- ---------- ---------- --------
For the three months ended December 31, 1994 (continued):
- ---------------------------------------------------------
<C> <S> <C> <C> <C> <C>
Pennzoil Company common stock,
$.83-1/3 par value -
6,203 Purchases (21 transactions) $ 292,572 $ - $ 292,572 $ -
4,021 Sales (17 transactions) - 194,058 211,664 (17,606)
Mellon Bank - EB Temporary
Investment Fund -
788,461 Purchases (85 transactions) 788,461 - 788,461 -
609,303 Sales (54 transactions) - 609,303 609,303 -
Merrill Lynch Retirement
Preservation Trust -
202,585 Purchases (10 transactions) 202,585 - 202,585 -
438,564 Sales (33 transactions) - 438,564 438,564 -
Dreyfus/Laurel Equity Index
Trust -
170,950 Purchases (12 transactions) 1,760,290 - 1,760,290 -
21,463 Sales (29 transactions) - 217,184 221,188 (4,004)
<FN>
<F1> Current value of asset on transaction date is equal to the selling price.
NOTE: This schedule is a listing of a 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 FOR HOURLY EMPLOYEES
By S/N TERRY HEMEYER
Terry Hemeyer
Chairman of the Administrative Committee
June 28, 1995
<PAGE>
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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 Statements on Form S-8
Nos. 33-24261 and 33-53783.
ARTHUR ANDERSEN LLP
Houston, Texas
June 28, 1995
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