<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 11-K/A
ANNUAL REPORT
____________________
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
____________________
For the Fiscal Year Ended December 31, 1995
_____________________
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, 1995 and 1994, and the related
statement of changes in net assets available for benefits for the year
ended December 31, 1995. 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, 1995 and 1994, and the changes in net assets
available for benefits for the year ended December 31, 1995, 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, 1995, included
as Schedule I, and reportable transactions (series of investment
transactions) for the year ended December 31, 1995, 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
June 18, 1996
<PAGE>
<PAGE>
<TABLE>
PENNZOIL COMPANY SAVINGS AND INVESTMENT PLAN
FOR HOURLY EMPLOYEES
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
(WITH FUND INFORMATION)
DECEMBER 31, 1995
<CAPTION>
Participant Directed Funds
------------------------------------------------------------------------------------
Merrill J. P. Fidelity Dreyfus/ Davis
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 2,743,465 - - - -
Mutual funds - 94,610 144,918 2,179,274 282,523
Cash and temporary investments 62,664 - - 612 -
Participant loans - - - - -
Receivables-
Employee contributions 41,328 1,963 3,312 27,057 5,886
Employer contributions - - - - -
Receivable from brokers - - 17,561 13,040 -
Investment income 93 - - - -
------------ ------------ ------------ ------------ ------------
Total assets 2,847,550 96,573 165,791 2,219,983 288,409
LIABILITIES:
Payable to brokers - 424 - 10,670 2,618
------------ ------------ ------------ ------------ ------------
NET ASSETS AVAILABLE
FOR BENEFITS $2,847,550 $ 96,149 $ 165,791 $2,209,313 $ 285,791
============ ============ ============ ============ ============
<FN>
See notes to financial statements.
</FN>
<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 $ - $1,476,906 $3,354,086 $4,830,992
Battle Mountain Gold Company
common stock - 9,758 8,653 18,411
Merrill Lynch Retirement
Preservation Trust - - - 2,743,465
Mutual funds - - - 2,701,325
Cash and temporary investments - - 65,050 128,326
Participant loans 538,624 - - 538,624
Receivables-
Employee contributions - 23,977 - 103,523
Employer contributions - - 49,721 49,721
Receivable from brokers - - - 30,601
Investment income - - 57 150
------------ ------------ ------------ ------------
Total assets 538,624 1,510,641 3,477,567 11,145,138
LIABILITIES:
Payable to brokers - - - 13,712
------------ ------------ ------------ ------------
NET ASSETS AVAILABLE
FOR BENEFITS $ 538,624 $1,510,641 $3,477,567 $11,131,426
============ ============ ============ ============
<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, 1994
<CAPTION>
Participant Directed Funds
------------------------------------------------------------------------------------
Merrill J. P. Fidelity Dreyfus/ Davis
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
============ ============ ============ ============ ============
<FN>
See notes to financial statements.
</FN>
<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 CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(WITH FUND INFORMATION)
FOR THE YEAR ENDED DECEMBER 31,1995
<CAPTION>
Participant Directed Funds
---------------------------------------------------------------------------------------
Merrill J.P. Fidelity Dreyfus/ Davis
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>
NET ASSETS AVAILABLE FOR BENEFITS,
beginning of year $2,793,961 $ 28,970 $ 79,384 $1,516,020 $ 102,497
CONTRIBUTIONS:
Employee 673,937 32,385 54,791 441,183 96,645
Employer - - - - -
INVESTMENT INCOME:
Dividends - 782 4,286 - 18,141
Interest 165,946 1,593 - - -
Loan Repayment Interest 10,316 590 623 7,895 1,707
REALIZED GAINS(LOSSES) ON SALE
OF INVESTMENTS - - - - -
UNREALIZED APPRECIATION /
(DEPRECIATION) OF INVESTMENTS - 8,384 12,344 573,381 41,175
NET TRANSFERS AMONG FUNDS AND
OTHER PLANS (Note 1) (194,230) 28,541 14,724 (49,498) 34,049
PARTICIPANT LOANS (Note 1)
New Loans Issued (147,759) (7,479) (4,229) (130,648) (11,117)
Principal Received 33,023 2,527 6,911 22,536 4,014
EXPENSES (608) (16) (7) (369) (25)
DISTRIBUTIONS AND WITHDRAWALS (487,036) (128) (3,036) (171,187) (1,295)
(Note 1)
----------- ----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS,
end of year $2,847,550 $ 96,149 $ 165,791 $2,209,313 $ 285,791
=========== =========== =========== =========== ===========
<FN>
See notes to financial statements.
</FN>
<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 $ 245,726 $1,147,821 $2,888,452 $8,802,831
CONTRIBUTIONS:
Employee - 388,687 - 1,687,628
Employer - - 877,416 877,416
INVESTMENT INCOME:
Dividends - 74,164 175,714 273,087
Interest - 770 1,826 170,135
Loan Repayment Interest - 13,562 - 34,693
REALIZED GAINS(LOSSES) ON SALE
OF INVESTMENTS - 4,568 10,823 15,391
UNREALIZED APPRECIATION /
(DEPRECIATION) OF INVESTMENTS - (67,457) (159,824) 408,003
NET TRANSFERS AMONG FUNDS AND
OTHER PLANS (Note 1) (29,253) 162,313 (21,695) (55,049)
PARTICIPANT LOANS (Note 1)
New Loans Issued 427,997 (126,765) - -
Principal Received (105,846) 36,835 - -
EXPENSES - - (1,694) (2,719)
DISTRIBUTIONS AND WITHDRAWALS - (123,857) (293,451) (1,079,990)
(Note 1)
----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS,
end of year $ 538,624 $1,510,641 $3,477,567 $11,131,426
=========== =========== =========== ===========
<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 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
- -------------------------- ----------------------------------
Less than 5 years 9%
5 - 10 years 10%
More than 10 years 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 1995, Pennzoil Company contributed 18,725
shares 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."
<PAGE>
<PAGE>
Employee contributions are invested as designated by participating
employees in the following investment funds:
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 Trust extent possible, duplicate the
composition of Standard & Poor's Index
of 500 stocks.
V. Davis New York Invests primarily in common stock and
Venture Fund securities convertible into common
(formerly New stock. The fund ordinarily invests in
York Venture Fund) securities which management believes
have above-average appreciation
potential.
VI. Company Stock Common stock of Pennzoil Company
Loans
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>
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.
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. 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, 1995 and 1994. 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.
Management's Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires the Plan's
management to use estimates and assumptions that affect the
accompanying financial statements and disclosures. Actual results
could differ from these estimates.
<PAGE>
<PAGE>
Asset Valuation
The Plan's investments are reflected in the accompanying
financial statements at year-end current values, which represent
fair values, and the Retirement Preservation Trust at December
31, 1995 and 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 all
mutual funds at December 31, 1995 and 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 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.
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 of Pennzoil Common Stock assigned to
participants at December 31, 1995 were 274,937. The unit value
for Pennzoil Common Stock at December 31, 1995 was $17.57. The
total units of Pennzoil Common Stock assigned to participants at
December 31, 1994 were 226,126. The unit value for Pennzoil
Common Stock at December 31, 1994 was $17.42.
Realized gains (losses) are calculated based on proceeds from the
sale of assets and the value of the assets at the beginning of
the Plan year or at time of purchase if acquired during the
current Plan year. Unrealized appreciation (depreciation) of
investments is calculated based on the market value of the assets
at the end of the Plan year and the market value of the assets at
the beginning of the Plan year or at time of purchase if acquired
during the current Plan year.
3. FEDERAL INCOME TAXES:
The Plan received a determination letter on October 26, 1994 that
the Plan, as currently designed, is in compliance with the
applicable requirements of the Internal Revenue Code of 1986, as
amended (the Code). The Internal Revenue Service concluded that
the Plan is designed and operated in compliance with the applicable
requirements of the Code. Therefore, the Plan was qualified and
the related trust was tax-exempt as of December 31, 1995 and
1994.
<PAGE>
<PAGE>
<TABLE>
SCHEDULE I
PENNZOIL COMPANY SAVINGS AND INVESTMENT PLAN
FOR HOURLY EMPLOYEES
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1995
<CAPTION>
Current
Identity of Issue Description of Investment Cost Value
- --------------------- ------------------------- ----------- -----------
<S> <C> <C>
EQUITY SECURITIES:
Common stock-
Pennzoil Company <F1> 114,343 shares--$.83-1/3 par value $ 6,174,554 $ 4,830,992
Battle Mountain Gold Company 2,166 shares--$.10 par value 9,982 18,411
----------- -----------
Total equity securities 6,184,536 4,849,403
----------- -----------
INVESTMENT CONTRACTS:
Merrill Lynch Retirement
Preservation Trust 2,743,465 units of collective trust 2,743,465 2,743,465
----------- -----------
MUTUAL FUNDS:
Dreyfus/Laurel Equity
Index Trust 162,997 units of an equity fund 1,735,998 2,179,274
Davis New York Venture Fund 19,457 units 251,528 282,523
Fidelity Advisor Income & Growth Fund 9,225 units 137,780 144,918
J.P. Morgan Institutional Bond Fund 9,340 units 89,592 94,610
----------- -----------
Total mutual funds 2,214,898 2,701,325
----------- -----------
OTHER:
Cash <F1> 4,431 4,431
Mellon Bank - EB temporary
investment fund <F1> 135,949 units 123,895 123,895
----------- -----------
Total cash and temporary investments 128,326 128,326
Participant Loans with interest
rates ranging from 8.75% to 9.5% <F1> 538,624 538,624
----------- -----------
Total other assets 666,950 666,950
----------- -----------
Total assets held for
investment purposes $11,809,849 $10,961,143
=========== ===========
<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, 1995
<CAPTION>
Number of
Units or
Face Value Identity of Party Involved Purchase Selling Cost of Net
Amount and Description of Assets Price<F1> Price<F1> Asset Loss
- ---------- ------------------------------- ---------- ---------- ---------- --------
<C> <S> <C> <C> <C> <C>
Pennzoil Company common stock,
$.83-1/3 par value -
17,187 Purchases (56 transactions) $ 773,924 $ - $ 773,924 $ -
8,718 Sales (53 transactions) - 402,038 488,969 (86,931)
Mellon Bank - EB Temporary
Investment Fund -
1,564,784 Purchases (300 transactions) 1,564,784 - 1,564,784 -
1,743,942 Sales (190 transactions) - 1,743,942 1,743,942 -
Merrill Lynch Retirement
Preservation Trust -
638,265 Purchases (36 transactions) 638,265 - 638,265 -
735,538 Sales (84 transactions) - 735,538 735,538 -
<FN>
<F1> Current value of asset on transaction date is equal to the purchase or selling price.
Prices are shown net of related expenses.
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 James W. Shaddix
James W. Shaddix
Chairman of the Administrative Committee
June 27, 1996
<PAGE>
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation of our report dated June 18, 1996, included herein, into
Pennzoil Company's previously filed Registration Statement on Form S-8
No. 33-24261 and 33-53783.
ARTHUR ANDERSEN LLP
Houston, Texas
June 27, 1996
