QUAKER STATE CORP, S-3/A, 1996-12-23

QUAKER STATE CORP
S-3/A, 1996-12-23
PETROLEUM REFINING

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<PAGE> 1

Registration Statement dated December 23, 1996.

Registration No. 333-13893

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-3/A-1

AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

QUAKER STATE CORPORATION
------------------------
(Exact name of registrant as specified in its charter)

Delaware 1-2677 25-0742820
------------------------ --------------------- ---------------------
(State of incorporation) (Commission File No.) (IRS Employer ID No.)

225 E. John Carpenter Freeway
Irving, Texas 75062
(972) 868-0400
-----------------------------
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)

PAUL E. KONNEY
Senior Vice President, General Counsel and Secretary
Quaker State Corporation
225 E. John Carpenter Freeway
Irving, Texas 75062
(972) 868-0437
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copies to:

MARY ANN ROOT MARK D. WOOD, ESQ.
Corporate Counsel Counsel for Selling Shareholders
Quaker State Corporation Katten Muchin & Zavis
225 E. John Carpenter Freeway 525 West Monroe Street, Suite 1600
Irving, Texas 75062 Chicago, IL 60661-3693
(972) 868-0525 (312) 902-5200

Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box: [ ]

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box: [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] _____

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] _____

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
Title of each Proposed maximum Proposed maximum Amount of
class of securities Amount to be aggregate price per aggregate offering registration
to be registered registered unit (1) price (1) fee
- -------------------- ------------ -------------------- -------------------- ------------
<S> <C> <C> <C> <C>
Capital Stock,
$1.00 par value 333,759 $15.9375 $5,319,284 $1,611.90
</TABLE>

NOTE: The registration fee is being calculated in accordance with Rule 457(c)
under the Securities Act of 1933 using the average of the high and low prices
of the Capital Stock reported on the New York Stock Exchange, for December 18,
1996.

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.
<PAGE> 2

Subject To Completion, Dated December 23, 1996.

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

Prospectus

2,024,989 Shares

Capital Stock, $1.00 par value

Quaker State Corporation

The shares (the "Shares") of Capital Stock, $1.00 par value (the "Capital
Stock") of Quaker State Corporation ("Quaker State" or the "Company") covered
by this prospectus may be sold from time to time by the shareholders specified
in this Prospectus (the "Selling Shareholders"). See "Selling Shareholders."
The Company will not receive any proceeds from the sale of the Shares offered
hereby.

The Selling Shareholders may from time to time sell the Shares on the New
York Stock Exchange, or the Pacific Stock Exchange in privately negotiated
transactions or otherwise, at fixed prices that may be changed, at market
prices prevailing at the time of sale, at prices related to such market prices
or at negotiated prices. See "Plan of Distribution."

The Capital Stock of the Company is traded on the New York Stock Exchange
and the Pacific Stock Exchange under the symbol KSF. On December 18, 1996, the
last reported sales price of the Capital Stock on the New York Stock Exchange
was $15.75 per share. See "Price Range of Capital Stock."

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this Prospectus is December 23, 1996.

<PAGE> 3

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the following Regional Offices of the Commission: 7 World
Trade Center, Suite 1300, New York, New York 10048, and Citicorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such
material can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The
Company is an electronic filer, and the Commission maintains a Web site
(address - http://www.sec.gov) that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Commission. Such reports, proxy statements and other information
concerning the Company may also be inspected at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York 10005 and the Pacific Stock
Exchange, 301 Pine Street, San Francisco, California 94104, on which exchanges
the Capital Stock of the Company is listed.

This Prospectus does not contain all information set forth in the
Registration Statement on Form S-3 and Exhibits thereto which the Company has
filed with the Commission, certain portions of which have been omitted pursuant
to the Rules and Regulations of the Commission, and to which reference is
hereby made. The Registration Statement of which this prospectus forms a part
may be inspected and copied in the manner and at the sources described above.

INFORMATION INCORPORATED BY REFERENCE

The Company hereby incorporates into this Prospectus by reference the
following documents filed with the Commission:

(i) the Company's Annual Report on Form 10-K for the year ended December
31, 1995;

(ii) the Company's Quarterly Report on Form 10-Q for the quarters ended
March 31, 1996 and September 30, 1996 and Form 10-Q/A-1 for the
quarter ended June 30, 1996;

(iii) the Company's Current Reports on Form 8-K, filed June 27, 1996, July
13, 1996 (as amended on September 11, 1996), October 10, 1996 (as
amended on December 17, 1996) see Recent Events for further
information in conjunction with the audited financial

<PAGE> 4

statements of Blue Coral, Inc. ("Blue Coral"), November 15, 1996, and
December 20, 1996; and

(iv) the description of the Company's Capital Stock as reported in a
Current Report on Form 8-K filed on November 12, 1996.

All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering of the Capital Stock covered by this
Prospectus shall be deemed to be incorporated by reference in this Prospectus
and to be a part hereof from the dates of filing of such documents. Any
statement contained herein 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 Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which 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 Prospectus.

The Company will furnish without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a
copy of any or all of the documents incorporated by reference in the
Registration Statement of which this Prospectus is a part, other than exhibits
to such documents unless specifically incorporated by reference in such
documents. Written requests should be addressed to: Quaker State Corporation,
225 E. John Carpenter Freeway, Irving, Texas 75062, Attention: Corporate
Secretary. Telephone requests may be directed to (972) 868-0437.

With the exception of historical information, the matters discussed herein
and in documents incorporated by reference are forward-looking statements that
involve risks and uncertainties, including, but not limited to, economic
conditions, product demand, competitive products and pricing, availability of
products, changes in inventory due to shifts in market demand, environmental
and trade regulations, litigation and other risks indicated in filings with the
Securities and Exchange Commission.

THE COMPANY

Quaker State is a leading producer and marketer of branded and private
label motor oils and other lubricants. The Company also operates fast lube
centers throughout the United States and Canada, markets automobile engine and
fuel treatments, manufactures and sells automobile polishes, car wash products,
automotive air fresheners and vehicular safety lighting equipment and operates
a materials handling facility in Canada.

3
<PAGE> 5

The Company's Lubricant and Lubricant Services Division operates fast lube
centers which offer consumers quick and economical oil changes and related
services for passenger vehicles (primarily under the name "Q Lube") and markets
and distributes major national brand, private label and proprietary brand
lubricants and other automotive aftermarket products. The base oil stocks used
in the Company's lubricants are blended with additives and packaged at
manufacturing facilities operated by the Company in the United States and
Canada. Approximately one-quarter of the base oil stocks used by the Company
are produced at its Congo refinery in West Virginia. The Lubricant and
Lubricant Services Division also provides collection, transportation and
recycling services for used oil, brake fluid, antifreeze and filters in certain
regions of the United States. During the first nine months of 1996, revenues
from the Lubricant and Lubricant Services Division comprised approximately
81.8% of the Company's total sales and operating revenues from continuing
operations.

The Company's Truck-Lite subsidiary manufactures safety lighting equipment
for trucks and automobiles, which is sold to original equipment manufacturers
and replacement parts distributors. During the first nine months of 1996,
revenues from Truck-Lite comprised approximately 7.5% of the Company's total
sales and operating revenues from continuing operations.

The Company also operates an iron ore pellet and potash terminal and a
bulk materials handling dock accessible to Lake Superior at Thunder Bay,
Ontario. During the first nine months of 1996, revenues from the materials
handling operations comprised less than .3% of the Company's total sales and
operating revenues from continuing operations.

Following the appointment of Herbert M. Baum as Chairman and Chief
Executive Officer in June 1993, the Company has taken initiatives to increase
its share of the branded motor oil market. These efforts have included
introducing new products and repositioning the Company's current product line,
extending the Company's existing brands, creating niche markets for the
Company's products, offering incentive programs and marketing allowances to
customers and independent distributors, and emphasizing the Quaker State name
through a new logo, contemporary packaging and increased advertising.

Quaker State's goal is to continue the growth of its Lubricant and
Lubricant Services Division and to strengthen further its position as a leading
North American motor oil company by capitalizing on the Company's brand name,
expanding its Q Lube operations, emphasizing its distribution, customer service
and technological capabilities and providing comprehensive lubricant products
and services, including the recycling of used oils and related materials.

Consistent with the Company's focus on its core businesses, the Company
has opportunistically exited non-core businesses and made selective
acquisitions. The Company discontinued its coal operations in December 1992;

<PAGE> 6

sold its insurance subsidiary, Heritage Insurance Group, Inc. ("Heritage"), in
August 1994; and sold the assets of its Natural Gas Exploration and Production
Division ("E&P") in the third and fourth quarters of 1995.

In September 1994, the Company acquired the Specialty Oil Companies
("Specialty") and Westland Oil Company, Inc. ("Westland"), which together have
provided the Company with a substantial private label motor oil business, two
additional blending and packaging facilities and a network of approximately 25
sales and distribution operations. This acquisition expanded the product range
and distribution capabilities of the Lubricant and Lubricant Services Division.

In July 1996, the Company formed a new Consumer Products Division, which
is comprised of Slick 50, Inc. ("Slick 50") and Blue Coral, to streamline the
operations and administrative functions of the two subsidiaries. In July 1995,
the Company acquired Slick 50, a producer of automotive engine treatments and
related automotive chemicals. In June 1996, the Company acquired Blue Coral, a
manufacturer and marketer of automobile polishes and other consumer car care
products, commercial and industrial cleaning products and commercial car wash
products. The Company plans to continue to grow its Consumer Products Division
by internal growth and by acquiring new companies which capitalize on the
Company's strong sales, distribution and customer service competencies in the
automotive aftermarket. See, also "Recent Events".

Quaker State believes that acquisitions will be an important aspect of its
corporate strategy. However, there can be no assurance that the Company will
be successful in finding other suitable acquisition or expansion opportunities.

The Company, a Delaware corporation formed in 1931, has its principal
executive offices at 225 E. John Carpenter Freeway, Irving, Texas 75062. Its
telephone number is (972) 868-0400.

RECENT EVENTS

The Company acquired Medo Industries, Inc. and its affiliated companies
(collectively "Medo") on October 2, 1996. Medo is engaged in the design,
manufacture and marketing of air fresheners primarily for use in automobiles.
The Company currently plans to make Medo part of the Company's Consumer
Products Division. For more information about Medo see the Company's Current
Report on Form 8-K dated October 2, 1996 (filed October 10, 1996), as amended
by a Form 8-K/A-1 filed on December 17, 1996, which are incorporated herein by
reference.

On October 31, 1996, the minority stockholder of NicSand, Inc. ("Nicsand")
exercised his option to purchase Blue Coral's interest in NicSand for $7.2
million in cash. This transaction was contemplated by the Agreement and Plan
of Merger, dated June 7, 1996 among the Company and the former Blue Coral
stockholders

<PAGE> 7

(the "Merger Agreement"). See the exhibits to the Company's Current Report on
Form 8-K, dated June 28, 1996, for a copy of the Merger Agreement.

Effective November 14, 1996 the Company and the former shareholders of
Slick 50 Inc. I entered into an amendment (the "Amendment") to the Agreement
and Plan of Merger among the Company, Quaker State - Slick 50, Inc., Slick 50,
Inc. I and the Slick 50, Inc. I shareholders, dated May 26, 1995 (the "Slick 50
Agreement"). Pursuant to the Amendment, the Company, in December 1996, issued
354,374 additional Shares to the former Slick 50, Inc. I shareholders and to an
escrow account in exchange for the extinguishment of certain earnout rights
under the Slick 50 Agreement. The escrow account contains 59,060 Shares which
may be used to satisfy certain indemnification obligations owed to the Company
by the former Slick 50, Inc. I shareholders pursuant to the Slick 50 Agreement.
Any shares remaining in the escrow account after January, 1998 will be
distributed to the former Slick 50, Inc. I shareholders. Only the Shares not
held in the escrow account are available for sale pursuant to this Prospectus.

The Company and Sheldon G. Adelman ("Adelman") initialed an Outline of
Terms on November 20, 1996, providing, among other things, for the Company to
purchase 1,550,934 shares of the Company's Capital Stock ("Shares") from
Adelman and an affiliate of Adelman for $16.00 per share, subject to the
execution of a definitive agreement. On December 12, 1996, a definitive
Purchase Agreement (the "Agreement") was entered into among the Company, Blue
Coral, Adelman, Joel Adelman and the GST- Exempt Trust FBO Wendy Adelman, dated
February 17, 1992, Robert G. Markey and Michael G. Turk, Trustees (the
"Trust"), pursuant to which among other things: (i) the Company purchased
1,550,934 Shares from Adelman and the Trust at a purchase price of $16.00 per
share and in exchange for a lump sum payment the Company and Adelman agreed to
terminate all of Adelman's options to acquire Shares, (ii) the Company and the
former Blue Coral stockholders agreed to reduce the maximum amount of certain
indemnification obligations under the Agreement and Plan of Merger, dated June
7, 1996, among the Company, Blue Coral and the former Blue Coral stockholders
from $15,000,000 to $5,000,000; therefore, 680,272 Shares were released from an
indemnification escrow account and delivered to the former Blue Coral
stockholders and (iii) Adelman and Joel Adelman resigned all positions with the
Company and its subsidiaries. Adelman will, however, serve as a consultant to
the Company until June 28, 2001. The closing under the Agreement occurred on
December 18, 1996. See the Company's Form 8-K dated December 12, 1996, which
is incorporated herein by reference, for further information.

<PAGE> 8

THE OFFERING

<TABLE>
<S> <C>
Shares offered by the Selling Shareholders .............. 2,024,989 shares
Shares outstanding at December 18, 1996 ................. 37,298,572 shares
NYSE and PSE symbol ..................................... KSF
Proceeds ................................................ The Company will
not receive any
proceeds from the
offering.
</TABLE>

USE OF PROCEEDS

The Company will not receive any of the proceeds from the sale of the
Shares. All of the proceeds will be received by the Selling Shareholders. See
"Selling Shareholders."

DIVIDENDS

The Company's Board of Directors determines the timing and amount of its
dividends each year. Each quarter since the quarter ending September 30, 1993
the Company has paid a cash dividend of $.10 per share of Capital Stock to
shareholders of record. The Company expects to continue to pay cash dividends
on its Capital Stock. The amount of future dividends, if any, will depend,
among other things, upon the Company's future earnings, capital requirements
and financial condition. The Company's Board of Directors may change its
dividend practice at any time.

PRICE RANGE OF CAPITAL STOCK

The Company's Capital Stock is traded on the New York Stock Exchange and
Pacific Stock Exchange under the symbol KSF. The following table sets forth,
for the periods indicated, the high and low sales prices for the Capital Stock
on the New York Stock Exchange.

<PAGE> 9

<TABLE>
<CAPTION>
High Low
------ ------
<S> <C> <C>
Calendar Year 1994
First Quarter 14 3/8 12 5/8
Second Quarter 16 1/8 12 3/4
Third Quarter 15 3/8 13 1/2
Fourth Quarter 14 1/2 13
Calendar Year 1995
First Quarter 15 1/8 13 3/8
Second Quarter 15 1/8 13 1/2
Third Quarter 16 1/2 14 5/8
Fourth Quarter 14 3/4 12 1/8
Calendar Year 1996
First Quarter 14 5/8 12 3/4
Second Quarter 16 1/8 13 7/8
Third Quarter 17 1/2 14
Fourth Quarter (through December 18, 1996) 18 1/4 15 3/4
</TABLE>

See the cover page of this Prospectus for a recent last reported sales
price of the Capital Stock on the New York Stock Exchange.

SELECTED FINANCIAL INFORMATION

The following table sets forth summary financial information relating to
the Company. The summary financial data for the five years ended December 31,
1995 are derived from the Consolidated Financial Statements of the Company,
which have been audited by Coopers & Lybrand L.L.P., independent certified
public accountants to the Company. The financial data for the nine-month
periods ended September 30, 1996 and 1995 are derived from the unaudited
condensed consolidated financial statements of the Company. Operating results
for the nine months ended September 30, 1996 are not necessarily indicative of
the results that may be expected for the full year ended December 31, 1996.
The data should be read in conjunction with the financial information,
management's discussion and analysis, and notes incorporated by reference into
this Prospectus.

8
<PAGE> 10

<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30
------------------------------
1996 1995
------------ ------------
<S> <C> <C>
(IN THOUSANDS EXCEPT PER SHARE AND STATISTICAL DATA)
REVENUES
Sales and operating revenues $ 890,595 $ 774,340
Other, net 5,790 6,723
------------ ------------
896,385 781,063
------------ ------------
COSTS AND EXPENSES
Cost of sales and operating costs 611,329 543,159
Selling, general and administrative 219,030 186,931
Depreciation, depletion and amortization 26,234 22,900
Interest 7,059 4,895
Unusual items (a) -- 17,004
------------ ------------
863,652 774,889
------------ ------------
INCOME FROM CONTINUING OPERATIONS BEFORE
INCOME TAXES AND EXTRAORDINARY ITEM 32,733 6,174
PROVISION FOR INCOME TAXES 13,100 2,408

INCOME FROM CONTINUING OPERATIONS BEFORE
EXTRAORDINARY ITEM 19,633 3,766
INCOME (LOSS) FROM DISCONTINUED OPERATIONS (B) -- 13,933
------------ ------------
INCOME (LOSS) BEFORE EXTRAORDINARY ITEM AND
CUMULATIVE EFFECT OF ACCOUNTING CHANGES 19,633 17,699
EXTRAORDINARY ITEM (C) -- --
CUMULATIVE EFFECT OF ACCOUNTING CHANGES (D) -- --
------------ ------------
NET INCOME (LOSS) $ 19,633 $ 17,699
============ ============
Per share:
Income from continuing operations before
extraordinary loss and cumulative effect of
accounting
changes $ 0.58 $ 0.12
Income (loss) from discontinued operations -- 0.43
Extraordinary item -- --
Cumulative effect of accounting changes -- --
------------ ------------
Net income (loss) $ 0.58 $ 0.55
============ ============
Dividends:
Cash per share $ .30 $ .30
Amount 10,159 9,583
Capital expenditures 40,429 26,066
Working capital 136,496 97,744
Total assets 861,579 701,205
Total debt 197,282 75,185
Stockholders' equity 326,620 279,738
Book value per share 9.09 8.53
------------ ------------
Number of stockholders of record 9,325 10,004
Weighted average capital and equivalent
shares outstanding 34,002,000 32,018,000
============ ============
<CAPTION>
YEARS ENDED DECEMBER 31
----------------------------------------------------------------------
1995 1994 1993 1992 1991
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
(IN THOUSANDS EXCEPT PER SHARE AND STATISTICAL DATA)
REVENUES
Sales and operating revenues $ 1,035,570 $ 732,634 $ 607,085 $ 592,650 $ 577,613
Other, net 9,894 6,923 5,595 4,063 4,450
------------ ------------ ------------ ------------ ------------
1,045,464 739,557 612,680 596,713 582,063
------------ ------------ ------------ ------------ ------------
COSTS AND EXPENSES
Cost of sales and operating costs 718,996 503,539 421,894 408,830 399,747
Selling, general and administrative 255,271 193,390 156,359 158,920 139,709
Depreciation, depletion and amortization 32,919 21,845 19,181 20,077 20,148
Interest 7,228 5,115 5,721 4,785 4,567
Unusual items (a) 27,000 -- -- 3,200 --
------------ ------------ ------------ ------------ ------------
1,041,414 723,889 603,155 595,812 564,171
------------ ------------ ------------ ------------ ------------
INCOME FROM CONTINUING OPERATIONS BEFORE
INCOME TAXES AND EXTRAORDINARY ITEM 4,050 15,668 9,525 901 17,892
PROVISION FOR INCOME TAXES 2,300 6,167 2,534 245 7,443

------------
INCOME FROM CONTINUING OPERATIONS BEFORE
EXTRAORDINARY ITEM 1,750 9,501 6,991 656 10,499
INCOME (LOSS) FROM DISCONTINUED OPERATIONS (B) 14,489 9,265 6,711 (31,904) 5,090
------------ ------------ ------------ ------------ ------------
INCOME (LOSS) BEFORE EXTRAORDINARY ITEM AND
CUMULATIVE EFFECT OF ACCOUNTING CHANGES 16,239 18,766 13,702 (31,248) 15,539
EXTRAORDINARY ITEM (C) (4,139) -- -- -- --
CUMULATIVE EFFECT OF ACCOUNTING CHANGES (D) -- -- -- (62,600) 7,170
------------ ------------ ------------ ------------ ------------
NET INCOME (LOSS) $ 12,100 $ 18,766 $ 13,702 $ (93,848) $ 22,709
============ ============ ============ ============ ============
Per share:
Income from continuing operations before
extraordinary loss and cumulative effect of
accounting
changes $ .06 $ .33 $ .25 $ .02 .39
Income (loss) from discontinued operations .45 .33 .25 (1.17) .19
Extraordinary item (.13) -- -- -- --
Cumulative effect of accounting changes -- -- -- (2.30) .26
------------ ------------ ------------ ------------ ------------
Net income (loss) $ .38 $ .66 $ .50 $ (3.45) $ .84
============ ============ ============ ============ ============
Dividends:
Cash per share $ .40 $ .40 $ .60 $ .80 $ .80
Amount 12,867 11,358 16,310 21,720 21,704
Capital expenditures 45,130 36,444 29,760 25,706 32,037
Working capital 132,073 101,439 35,403 74,911 43,041
Total assets 717,023 630,018 783,677 792,820 751,496
Total debt 125,762 73,249 51,450 79,183 88,924
Stockholders' equity 272,155 251,850 188,750 191,194 307,790
Book value per share 8.29 8.00 6.93 7.04 11.34
------------ ------------ ------------ ------------ ------------
Number of stockholders of record 9,776 11,792 12,147 12,606 12,308
Weighted average capital and equivalent
shares outstanding 32,226,000 28,459,000 27,234,000 27,184,000 27,167,000
============ ============ ============ ============ ============
</TABLE>

9
<PAGE> 11

a. The company recorded $22.6 million of restructuring charges, of which
$17 million was charged in the nine months ended September 30, 1995 and
$4.4 million for the settlement of a class-action lawsuit in 1995. The
Company recognized a charge in 1992 for assets to be replaced by future
conversion of Minit-Lube stores to Q Lube format.

b. The company sold its exploration and production business in 1995, its
insurance business in 1994 and discontinued its coal business in 1992.
These businesses have been reported as discontinued operations.

c. Premium on early extinguishment of $50 million, 8.73% Senior Notes.

d. Cumulative effect of implementing Statement of Financial Accounting
Standard No. 106, "Employers' Accounting For Postretirement Benefits Other
Than Pensions" and Standard No. 109, "Accounting For Income Taxes" in 1992
and Standard No. 96, "Accounting For Income Taxes" in 1991.

EXECUTIVE OFFICERS AND DIRECTORS OF QUAKER STATE

<TABLE>
<CAPTION>
With
Company
Name and Age Since Position
- ------------ ------- --------
<S> <C> <C>
John D. Barr 1995 Director since October 1995; President and
Chief Operating Officer of Quaker State and
Chief Executive Officer of the Lubricant and
Lubricant Services Division (formerly Motor
Oil Division) since July 1995; Senior Vice
President of Ashland, Inc. and President of
its subsidiary The Valvoline Company
(manufacturer of motor oils and lubricants)
from prior to 1991 to July 1995; age 49.

Herbert M. Baum 1993 Chairman and Chief Executive Officer since
June 1993; President of Quaker State from
September 1994 to July 1995; Executive Vice
President of Campbell Soup Company
(manufacturer of food products) from prior to
1991 to June 1993, and President, Campbell
North and South America from January 1992 to
June 1993; Director of Meredith Corporation
and Whitman Corporation; age 59.
</TABLE>

10
<PAGE> 12

<TABLE>
<S> <C> <C>
Charles F. Bechtel 1993 Vice President Quaker State, and President,
Quaker State Lubricants since November
1996;Senior Vice President, Sales, Lubricant
and Lubricant Services Division (formerly
known as Motor Oil Division) from October 1995
to October 1996; Executive Vice President,
Sales and Marketing, Motor Oil Division from
November 1994 to October 1995; Executive Vice
President, Sales, Motor Oil Division from
November 1993 to November 1994. President,
Bechtel and Associates (sales consulting
firm), from October 1992 to November 1993;
Executive Vice President, Sales of 21st
Century Foods, Inc. from September 1992 to
November 1993; and Executive Vice President
and Chief Operating Officer of Old Fashioned
Kitchens, Inc. from August 1991 to September
1992; age 52.

Leonard M. Carroll 1993 Director since January 1993; Chairman, Seneca
Capital Management, Inc. (investment
management) since June 1996; President and
Chief Operating Officer of Integra Financial
Corporation (bank holding company) from
January 1991 to May 1996; age 54.

Conrad A. Conrad 1974 Director since January 1988; Vice Chairman of
Quaker State since September 1994; Chief
Financial Officer of Quaker State since July
1995; Chief Administrative Officer of Quaker
State from September 1994 to July 1995;
President and Chief Operating Officer of
Quaker State from prior to 1991 to September
1994; age 50.

Laurel Cutler 1993 Director since December 1993; Vice Chairman of
FCB/Leber Katz Partners (advertising agency)
since prior to 1991; Director of Hannaford
Brothers Company and True North
Communications, Inc.; age 70.
</TABLE>

<PAGE> 13

<TABLE>
<S> <C> <C>
C. Frederick Fetterolf 1993 Director since February 1993; retired;
President and Chief Operating Officer of
Aluminum Company of America (manufacturer of
aluminum and aluminum products) from prior to
1991 to August 1992; Director of Allegheny
Ludlum Corporation, CasTech Aluminum Group,
Dentsply International, Mellon Bank
Corporation, Praxair, Inc., Union Carbide
Corporation and Urethane Technologies, Inc.;
age 68.

Thomas A. Gardner 1979 Director since July 1979; personal investments
since prior to 1991; Physician and former
Director of Radiology of Northwest Medical
Center; Director of Integra Trust Company,
N.A., a subsidiary of Integra Financial
Corporation; age 69.

F. William Grube 1994 Director since September 1994; President,
Calumet Lubricants Co. (producer of specialty
oils) since prior to 1991; age 49.

Forrest R. Haselton 1995 Director since February 1995; retired;
President-Retail, Sears Merchandise Group, a
division of Sears Roebuck and Company (retail
merchandiser) from January 1992 to August
1993; Vice President-Automotive, Sears
Merchandise Group from prior to 1991 to
January 1992; age 58.

Paul E. Konney 1994 Senior Vice President, General Counsel and
Secretary since July 1996; Vice President and
General Counsel from September 1994 to July
1996 and Secretary since January 1995; private
practice of law from July 1993 to September
1994; Senior Vice President-General Counsel
and Secretary of Tambrands Inc. from prior to
1991 to July 1993; age 52.

Keith S. Krzeminski 1995 Controller since September 1995; Manager,
Coopers & Lybrand L.L.P. from prior to 1991 to
September 1995; age 35.
</TABLE>

12
<PAGE> 14

<TABLE>
<S> <C> <C>
Delbert J. McQuaide 1981 Director since February 1981; Senior Partner
of McQuaide, Blasko, Schwartz, Fleming &
Faulkner, Inc. (law firm) from prior to 1991;
Director of Mid-State Bank and Trust Company,
a subsidiary of Keystone Financial, Inc.; age
60.

L. David Myatt 1994 Director and Vice Chairman since September
1994; Chief Executive Officer, Motor Oil
Division from September 1994 to July 1995;
President, Specialty Oil (lubricant
distributors) and Westland Oil (lubricant
blender and packager) from prior to 1991 to
September 1994; age 50.

Raymond A. Ross, Jr. 1991 Director since December 1991; Personal
investments since December 1995; President and
sole owner of Ross Management, (unincorporated
real estate investment and development firm)
from prior to 1991 to December 1995; age 61.

Lorne R. Waxlax 1995 Director since May 1995; Independent Consultant
since December 1993; Executive Vice President
of The Gillette Company (manufacturer and
marketer of razor blades, shaving products and
other consumer products) from prior to 1991 to
December 1993; Director of Amtrol, Inc., Clean
Harbors, Inc., Hon Industries, Inc. and Waban
Inc.; age 63.
</TABLE>

STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth information concerning the number of shares
of the Company's Capital Stock beneficially owned, directly or indirectly, by
all executive officers and by the directors of the Company, and by the
directors and all executive officers as a group. The table also sets forth
information concerning the number of shares beneficially owned (as defined in
Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of each person
who owns more than five (5) percent of the Company's Capital Stock. Except as
described in the notes below, all information in the table and the accompanying
footnotes is given as of December 18, 1996.

13
<PAGE> 15

<TABLE>
<CAPTION>
Percent of
Beneficial Owners Amount(1) Class
----------------- --------- ----------
<S> <C> <C>
John D. Barr 202,996(2)(3) *
Herbert M. Baum 425,683(2)(3)(4) 1.1415
Charles F. Bechtel 46,893(2)(3)(4) *
Leonard M. Carroll 5,000(2) *
Conrad A. Conrad 107,650(2)(3)(4)(5) *
Laurel Cutler 4,000(2) *
C. Frederick Fetterolf 6,000(2) *
Thomas A. Gardner 7,827(2) *
F. William Grube 22,000(2)(5) *
Forrest R. Haselton 3,100(2) *
Delbert J. McQuaide 5,032(2)(6) *
L. David Myatt 1,502,268(2)(3)(4) 4.0276
Raymond A. Ross, Jr. 7,100(2) *
Lorne R. Waxlax 17,000(2) *
---------- ------
All directors and executive
officers as a group (16 persons) 2,416,578(4) 6.4790
</TABLE>

* Less than 1.00% of the outstanding stock is beneficially owned. In
determining the percentage of the outstanding stock owned by each
person and by all directors and executive officers as a group, the
shares in the table include shares that may be acquired upon the
exercise of stock options, which are deemed to be outstanding.

(1) The directors and executive officers have sole voting power and sole
investment power with respect to all shares set forth in the table
except as indicated in the footnotes which follow.

(2) Includes shares which may be acquired by the following persons upon
the exercise of stock options which are presently exercisable or
become exercisable within 60 days: Mr. Barr, 167,500 shares; Mr.
Baum, 147,000 shares; Mr. Bechtel, 31,500 shares; Mr. Carroll, 3,000
shares; Mr. Conrad, 65,850 shares; Ms. Cutler, 3,000 shares; Mr.
Fetterolf, 3,000 shares; Dr. Gardner, 3,000 shares; Mr. Grube, 2,000
shares; Mr. Haselton, 2,000 shares; Mr. McQuaide, 3,000 shares; Mr.
Myatt, 100,000 shares; Mr. Ross, 3,000 shares; Mr. Waxlax, 2,000
shares; and all directors and executive officers as a group, 573,850
shares.

(3) Includes restricted shares as to which the following persons have
sole voting power but do not have investment power: Mr. Barr, 28,000
shares; Mr. Baum, 151,000 shares; Mr. Bechtel, 5,500

14
<PAGE> 16

shares; Mr. Conrad, 11,700 shares; Mr. Myatt, 8,775 shares; and all
directors and executive officers as a group, 209,253 shares.

(4) Includes, as of September 30, 1996, full shares credited to, or
represented by units credited to, the accounts of the following
persons under the Quaker State Thrift and Stock Purchase Plan and/or
Employee Stock Ownership Plan: Mr. Barr, 596 shares; Mr. Baum, 1,871
shares; Mr. Bechtel, 2,023 shares; Mr. Conrad, 16,138 shares; Mr.
Myatt, 10,418 shares; and all directors and executive officers as a
group, 41,727 shares. These shares are voted by the plan trustees in
accordance with directions received from the plan participants and
may only be voted by the plan trustees if voting instructions are not
received from the participants.

(5) Includes shares held jointly by the following persons with their
spouses: Mr. Bechtel, 1,552 shares; Mr. Conrad, 13,959 shares; Mr.
Grube, 20,000 shares; and all directors and executive officers as a
group, 35,511 shares.

(6) Includes 2,032 shares held in a pension trust as to which Mr.
McQuaide shares voting power and has sole investment power.

SHARES OFFERED BY SELLING SHAREHOLDERS

All shares of the Company's Capital Stock offered for sale under this
prospectus are shares which were issued without registration, bear a
restrictive legend and were issued to the shareholders of Blue Coral and Slick
50 upon the Company's acquisition of those companies.

SELLING SHAREHOLDERS

Kirby Atwell was a shareholder of Slick 50 at the time of the Company's
acquisition of Slick 50.

Patricia E. Bartlowe was the Assistant Corporate Secretary of Slick 50 and its
predecessors, from prior to January 1993 to July 1995.

William M. Beichner became the Vice President, Sales of the Consumer Products
Division of the Company in July 1996. From July 1995 to July 1996 he was the
Vice President, Sales of the Sales and Marketing Division of Slick 50 Products
Corporation, a wholly owned subsidiary of the Company. From December 1994 to
July 1995 he was the Vice President, Sales of the Sales and Marketing Division
of Slick 50 Products Corporation, a wholly owned subsidiary of Slick 50. From
July 1993 to December 1994 he was the Regional Vice President, Sales of Slick
50 Products Corporation, a subsidiary of Slick 50 and its predecessor entities.

<PAGE> 17

Mark A. Carroll became Vice President, Marketing of the Sales and Marketing
Division of Slick 50 Products Corporation, a wholly owned subsidiary of the
Company, in July 1995. From March 1995 to July 1995 he was the Vice President,
Marketing of the Sales and Marketing Division of Slick 50 Products Corporation,
a wholly owned subsidiary of Slick 50. From December 1994 to March 1995 he was
the Vice President, Sales of the Sales and Marketing Division of Slick 50
Products Corporation, a wholly owned subsidiary of Slick 50 and its
predecessors. From July 1994 to December 1994 he was the Senior Vice President
of Slick 50 Products Corporation, a wholly owned subsidiary of Slick 50 and its
predecessors, and from July 1993 to July 1994 he was the Vice President of
Slick 50 Products Corporation, a wholly owned subsidiary of Slick 50 and its
predecessors.

R. Michael Charley was the Fleet Sales Manager, Heavy Duty Products, Slick 50
Products Corporation from prior to January 1993 to June 1995.

A. Benton Cocanougher was a shareholder of Slick 50 at the time of the
Company's acquisition of Slick 50.

William F. Cornelson became the Vice President, Professional/Industrial Sales
of the Sales and Marketing Division of Slick 50 Products Corporation, a wholly
owned subsidiary of the Company, in July 1995. From December 1994 to July 1995
he was the Vice President, Professional/Industrial Sales of the Sales and
Marketing Division of Slick 50 Products Corporation, a wholly owned subsidiary
of Slick 50. From October 1993 to December 1994 he was the Vice President,
Industrial Sales of Slick 50 Products Corporation, a wholly owned subsidiary of
Slick 50 and its predecessors and from prior to January 1993 to October 1993 he
was the Vice President, Operations of Slick 50 Products Corporation, a wholly
owned subsidiary of Slick 50 and its predecessors.

David A. Dillingham became a consultant for Quaker State-Slick 50, Inc., a
wholly owned subsidiary of the Company, in September 1996. From July 1995
until September 1996 he was the President of Quaker State-Slick 50, Inc., a
wholly owned subsidiary of the Company. From October 1994 to July 1995 he was
President of Slick 50. From May 1994 to October 1994 he was the Executive Vice
President and Secretary of Slick 50 and from prior to January 1993 to May 1994
he was the Senior Vice President, Operations and Secretary of the predecessor
to Slick 50.

Ronald D. Fash was a consultant for Slick 50 from prior to January 1993 to July
1995.

Nicholas Federico became the Senior Vice President, Sales of the Consumer
Products Division of the Company in June 1996. From February 1993 to June 1996
he was the Senior Vice President, Sales of Blue Coral. From prior to

16
<PAGE> 18

January 1993 to February 1993 he was the Senior Vice President of Marketing of
Blue Coral.

Thomas E. Floyd was the Senior Vice President of Marketing of Quaker
State-Slick 50, Inc., a wholly owned subsidiary of the Company, from July 1995
to October 1995. From October 1994 to July 1995 he was the President and Chief
Operating Officer of Slick 50 Products Corporation, a wholly owned subsidiary
of Slick 50 and its predecessor entities. From July 1994 to October 1994 he
was the Executive Vice President of Slick 50 Products Corporation, a wholly
owned subsidiary of Slick 50 and its predecessor entities. In October 1995 Mr.
Floyd became the Chief Marketing Officer for Pennzoil Products Company, which
sold more than $300,000 in base motor oil stocks to the Company in 1996 through
October 1, 1996.

Gary K. Garrett became the Vice President, Fleet/Commercial/Industrial Sales of
the Sales and Marketing Division of Slick 50 Products Corporation, a wholly
owned subsidiary of the Company, in July 1995. From April 1995 to July 1995 he
was the Vice President, Fleet/Commercial/Industrial Sales of the Sales and
Marketing Division of Slick 50 Products Corporation, a wholly owned subsidiary
of Slick 50. From September 1993 to April 1995 he was the Managing Director of
a foreign wholly owned subsidiary of Slick 50 and its predecessors and from
prior to January 1993 to September 1993 he was the Western Regional Sales
Director for a predecessor entity of Slick 50.

Carl D. Glickman was a Director of Blue Coral from prior to January 1993 to
June 1996.

Gold Eagle Company became a contract packager/blender for certain of the
Company's subsidiaries in July 1995. From prior to January 1993 to July 1995
Gold Eagle Company was a packager/blender for Slick 50 and its predecessors.
In 1996, through November, the Company or its subsidiaries have paid Gold Eagle
Company in excess of $10,785,000 for packaging and blending services.

David Mark Goldstein was the Senior Vice President, International for Slick
50's predecessor from prior to January 1993 to May 1993.

Edward Griffith was the Director of Staffing and Administration for the Company
from July 1995 to April 1996. From May 1994 to July 1995 he was the Director
of Human Resources for Slick 50 and its predecessor.

Allen D. Harness was the Vice President-Sales, Europe for Slick 50 Products
Corporation, a wholly owned subsidiary of the Company from July 1995 to May
1996. From June 1994 to July 1995 he was the Vice President-Sales, Europe for
Slick 50 Products Corporation, a wholly owned subsidiary of Slick 50. From
prior to January 1993 to June 1994, he was the Vice President-Sales, Specialty

<PAGE> 19

Markets of Slick 50 Products Corporation, a wholly owned subsidiary of the
predecessor to Slick 50.

John Harvey became the Vice President, Sales of Slick 50 Products Corporation,
a wholly owned subsidiary of the Company in July 1995. From prior to January
1993 to July 1995 he was the Vice President, Sales of Slick 50 Products
Corporation, a subsidiary of Slick 50.

W. Jeffrey Howard was the Vice President and General Manager of Operations for
Petrolon Distribution, Inc., a division of Petrolon, Inc., a predecessor entity
to Slick 50, from March 1994 to January 1995.

Richard A. Jaenicke was the Senior Vice President, Technical of Slick 50 and
its predecessors from prior to January 1993 to July 1995 and an employee of
Slick 50, a wholly owned subsidiary of the Company, from July 1995 to August
1995.

Margaret Lea Jeter, Trustee under the 1992 Present Interests Trusts for the
Children of William M. Jeter, III, is the spouse of William M. Jeter, III. The
trust was a shareholder of Slick 50 at the time of the Company's acquisition of
Slick 50.

William M. Jeter, III was the Chairman, President and Chief Executive Officer
of the predecessors to Slick 50 from prior to January 1993 to October 1994.

Linda S. King was the Technical Communications Manager for Slick 50 and its
predecessors from prior to January 1993 to January 1995.

Herschel G. Maltz was a shareholder of Slick 50 at the time of the Company's
acquisition of Slick 50.

Robert G. Markey was a Director and the Secretary of Blue Coral from prior to
January 1993 to June 1996. Mr. Markey is a partner in the law firm of Baker &
Hostetler. Baker & Hostetler performed services for Blue Coral in 1993, 1994,
1995 and 1996. For 1996, through November, Blue Coral has paid Baker &
Hostetler in excess of $1,005,147 for legal services.

Bob Marler became the Director of Field Services-Sales of the Company in August
1996. From July 1995 to August 1996 he was the Director of Field Service of
Slick 50 Products Corporation, a wholly owned subsidiary of the Company. From
prior to January 1993 to July 1995 he was the Director of Field Service of
Slick 50 Products Corporation, a wholly owned subsidiary of Slick 50 and its
predecessors.

Lonnie L. McKinney became a consultant to the Company in January 1996. From
July 1995 to January 1996, he was the Senior Vice President, Sales of Quaker
State-Slick 50, Inc., a wholly owned subsidiary of the Company. From prior to

<PAGE> 20

January 1993 to July 1995, he was the Senior Vice President, Sales of Slick 50
and its predecessors.

Bradford McLane was an employee of the predecessor of Slick 50 from prior to
January 1993 to February 1993, the Vice President, Marketing of the predecessor
of Slick 50 from February 1993 to December 1994 and was an employee until
January 1995.

William O. Menefee was a shareholder of Slick 50 at the time of the Company's
acquisition of Slick 50. Mr. Menefee died on August 31, 1995 and the shares
will pass under his will.

Elizabeth E. Minich, Trustee,for the Elizabeth E. Minich Living Trust, U/A
dated February 8, 1996, acquired the shares by gift from Lawrence J. Minich in
September 1996. Lawrence J. Minich was the Senior Vice President and Treasurer
of Blue Coral, Inc. from January 1993 to June 1996. Elizabeth E. Minich is the
wife of Lawrence J. Minich.

Lawrence J. Minich, Trustee for the Lawrence J. Minich Living Trust, U/A dated
February 8, 1996, acquired the shares by gift from Lawrence J. Minich in
September 1996. Lawrence J. Minich was the Senior Vice President and Treasurer
of Blue Coral, Inc. from January 1993 to June 1996. Lawrence J. Minich is the
husband of Elizabeth E. Minich.

Darrell W. O'Neal became a consultant for Quaker State-Slick 50, Inc. in April
1996. From July 1995 to April 1996 he was the Corporate Controller of Quaker
State Slick 50, Inc., a wholly owned subsidiary of the Company. From January
1995 to July 1995 he was the Corporate Controller of Slick 50. From prior to
January 1993 to January 1995 he was the Director of Tax of Slick 50.

Kenneth O. Owens served Slick 50 and its predecessors between January 1993 and
January 1995 as the Director of Technical Services, Director of Operations,
Director of Corporate Quality, Vice President of Operations and Vice President
of Continuous Improvement.

Carol Padlick was the Treasurer of Slick 50 and its predecessors from prior to
January 1993 to November 1993. Ms. Padlick was a consultant for Slick 50 from
November 1993 until July 1995.

Susan Darlene Phillips became a consultant for Quaker State-Slick 50, Inc., a
wholly owned subsidiary of the Company, in September 1995. From July 1995 to
September 1995 she was the Director of the I/S Department of Quaker State-Slick
50, Inc., a wholly owned subsidiary of the Company. From January 1995 to July
1995 she was the Director of the I/S Department of Slick 50. From prior to
January 1993 to January 1995 she was the Assistant Manger of the I/S Department
of Slick 50 and its predecessor entities.

<PAGE> 21

Sherri K. Razo became the Director of Credit of the Company in August 1995.
From September 1994 to August 1995 she was the Vice President, Credit Services
of Slick 50 and from prior to January 1993 to September 1994 she was the Credit
Manager of Slick 50 and its predecessor entities.

Norton W. Rose was a Director of Blue Coral from February 1993 to June 1996 and
was the Vice Chairman of Blue Coral from August 1992 to May 1994.

J. Hill Ryer was the Vice President of Slick 50 Products Corporation, a wholly
owned subsidiary of the predecessor to Slick 50, from prior to January 1993 to
December 1994 and was employed by Slick 50 until January 1995.

Terry E. Sanford was the Controller of the predecessors of Slick 50 from prior
to January 1993 through December 1994 and was employed by Slick 50 until
January 1995.

Dennis Wayne Scott became the Director of Sales Operations for the Consumer
Products Division of the Company in July 1996. From July 1995 to July 1996 he
was the Director of Sales Operations of Slick 50 Products Corporation, a wholly
owned subsidiary of the Company. From December 1994 to July 1995 he was the
Director of Sales Operations of Slick 50 Products Corporation. From December
1993 to December 1994 he was the Director of Operations for Factory Direct
Supply Co., a wholly owned subsidiary of Slick 50. From prior to January 1993
to December 1993 he was the Director of Marketing Operations for Slick 50
Products Corporation, a wholly owned subsidiary of a predecessor of Slick 50.

Harold Shaub became the Vice President, Technology of Quaker State Slick 50,
Inc., a wholly owned subsidiary of the Company, in July 1995. From November
1993 to July 1995 he was the Vice President, Technology of Slick 50.

Barry J. Sobral was the Senior Vice President, Corporate Development of a
predecessor to Slick 50 from September 1993 to July 1995 and the Vice
President, Corporate Development from February 1993 to September 1993.

Jack L. Thomas served as the Senior Vice President and Chief Financial Officer
of Slick 50, Inc., a wholly owned subsidiary of the Company from July 1995 to
November 1995. From prior to January 1993 to July 1995 he was the Senior Vice
President and Chief Financial Officer of Slick 50 and its predecessors.

Michael G. Turk was the Senior Vice President, Chief Financial Officer and
Assistant Secretary of Blue Coral from prior to January 1993 to June 1996. Mr.
Turk is currently employed by the Consumer Products Division of the Company.

United States Trust Company of New York, Escrow Agent for the Blue Coral
Shareholders, acquired 1,020,408 shares upon the Company's purchase of Blue

<PAGE> 22

Coral to be held as security for certain indemnity obligations of the Blue
Coral shareholders under the merger agreement between the Company and the Blue
Coral Stockholders. These shares are held in an escrow account for
distribution to the Blue Coral Stockholders on or after June 28, 1998 if
certain conditions are met. Messrs. Glickman, Markey and Rose have elected to
replace their proportionate interest in the escrowed shares with cash and have
requested that the Escrow Agent register 91,960 of the escrowed shares.

Robert E. Vail, Jr. was the Senior Vice President, International Operations of
the predecessor to Slick 50 from January 1994 to March 1995 and the Vice
President, Marketing from prior to January 1993 to January 1994.

Harvey William Wolff was the Director of Sales of Slick 50 Products
Corporation, a wholly owned subsidiary of the Company, from July 1995 to May
1996. From prior to January 1993 to July 1995 he was the Director of Sales of
Slick 50 Products Corporation, a wholly owned subsidiary of Slick 50 and its
predecessors.

All of the foregoing individuals constitute the Selling Shareholders. The
following table sets forth the shares of the Company's Capital Stock
beneficially owned by each of the Selling Shareholders as of December 18, 1996,
unless otherwise noted.

<PAGE> 23

<TABLE>
<CAPTION>
Beneficial Ownership Beneficial Ownership
Prior to Offering (1) Offering(2) After Offering (3)
------------------------- ----------- ----------------------
Number Percent of Number Number Percent of
Beneficial Owner of Shares Class of Shares of Shares Class
--------- ---------- --------- --------- ----------
<S> <C> <C> <C> <C> <C>
Kirby Atwell** 4,899 * 4,082 817 *
Patricia E. Bartlowe** 175 * 146 29 *
William M. Beichner**(4) 3,049 * 874 2,175 *
Mark A. Carroll**(4) 3,747 * 1,456 2,291 *
R. Michael Charley** 280 * 233 47 *
A. Benton Cocanougher** 4,899 * 4,082 817 *
William F. Cornelson**(4) 3,747 * 1,456 2,291 *
David A. Dillingham** 177,134 * 171,014 6,120 *
Ronald D. Fash** 89,519 * 86,664 2,855 *
Nicholas Federico*** 93,276 * 60,599 32,677 *
Thomas E. Floyd** 6,989 * 5,824 1,165 *
Gary K. Garrett**(4) 3,049 * 874 2,175 *
Carl D. Glickman*** 226,711(8) * 200,237 0 *
Gold Eagle Company** 817,525 2.1918 799,373 18,152 *
David Mark Goldstein** 3,494 * 2,912 582 *
Edward Griffith**(4) 5,349 * 291 5,058 *
Allen D. Harness** 1,747 * 1,456 291 *
John Harvey**(4) 2,698 * 582 2,116 *
W. Jeffrey Howard** 1,747 * 1,456 291 *
Richard A. Jaenicke** 106,869 * 100,749 6,120 *
Margaret Lea Jeter,
Trustee** 2,179 * 2,141 38 *
William M. Jeter, III** 155,341 * 149,842 5,499 *
Linda S. King** 175 * 146 29 *
Herschel G. Maltz** 4,899 * 4,082 817 *
Robert G. Markey***(6) 48,372(8) * 21,454 24,082 *
Bob Marler** 139 * 116 23 *
Lonnie L. McKinney** 177,134 * 171,014 6,120 *
Bradford McLane** 698 * 582 116 *
William O. Menefee** 5,111 * 4,948 163 *
Elizabeth E. Minich,
Trustee***(7) 72,224 * 30,000 8,434 *
Lawrence J. Minich,
Trustee***(7) 72,224 * 33,790 8,434 *
Darrell W. O'Neal** 349 * 291 58 *
Kenneth O. Owens** 1,747 * 1,456 291 *
Carol Padlick** 16,610 * 13,842 2,768 *
Susan Darlene Phillips** 175 * 146 29 *
Sherri K. Razo**(4)(5) 2,581 * 291 2,290 *
Norton W. Rose*** 11,498(8) * 10,155 0 *
J. Hill Ryer** 1,747 * 1,456 291 *
Terry E. Sanford** 874 * 728 146 *
Dennis Wayne Scott** 175 * 146 29 *
Harold Shaub**(4) 5,494 * 2,912 2,582 *
Barry J. Sobral** 6,989 * 5,824 1,165 *
Jack L. Thomas** 6,989 * 5,824 1,165 *
Michael G. Turk***(6) 117,358 * 82,384 34,974 *
United States Trust
Company of New York,
Escrow Agent***(6)(7)(9) 399,206 1.0702 30,653 368,552 *
Robert E. Vail, Jr.** 6,989 * 5,824 1,165 *
Harvey William Wolff** 698 * 582 116 *
Total 2,674,878 7.1715 2,024,989 555,445 1.4891
</TABLE>

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

<PAGE> 24

* Less than 1% of the Company's outstanding Capital Stock is beneficially
owned.

** Acquired shares of the Company's Capital Stock under the terms of the Slick
50 Agreement with the Company dated July 11, 1995, as amended by the Amendment
effective November 14, 1996. Also see note nine (9), below.

*** Pursuant to the Blue Coral purchase transaction, as amended effective
December 18, 1996, and as security for certain indemnity obligations of the
selling parties, 340,136 shares of the Company's Capital Stock are held in an
escrow account for distribution to the Blue Coral Stockholders on June 28, 1998
if certain conditions are met. Messrs. Markey, Glickman and Rose have
requested that their interest in the shares held in escrow be registered
hereunder. When sold the shares registered hereunder will be replaced by cash
as provided for in the escrow agreement. Messrs. Turk, Minich and Federico did
not timely request registration of the Shares beneficially owned which are held
in the escrow account.

(1) Represents the maximum number of Shares beneficially owned by each of the
Selling Shareholders.

(2) Includes Shares received by the Selling Shareholders as part of the
acquisitions of Blue Coral or Slick 50, excluding most of the escrowed shares,
held by the United States Trust Company of New York, as escrow agent.

(3) Assumes the Selling Shareholders sell all of the Shares requested to be
registered hereunder and held by them which were received as part of the
acquisitions of Blue Coral or Slick 50 pursuant to this Prospectus and do not
sell any other shares of the Company's Capital Stock beneficially owned by
them. The Selling Shareholders may sell all or part of their Shares.

(4) Includes shares which may be acquired by the following persons
upon the exercise of stock options which are presently exercisable or become
exercisable within 60 days: Sherri Razo, 1,500 shares; Harold Shaub, 2,000
shares; Gary Garrett, 2,000 shares; William M. Beichner, 2,000 shares; William
F. Cornelson, 2,000 shares; Mark A. Carroll, 2,000 shares; Edward Griffith,
5,000 shares; and John Harvey, 2,000 shares.

(5) Includes, as of September 30, 1996, full shares credited to, or represented
by units credited to, the accounts of the following person under the Quaker
State Thrift and Stock Purchase Plan and/or Employee Stock Ownership Plan:
Sherri Razo, 732.

(6) Includes 24,082 shares beneficially owned by the Sheldon G. Adelman GST
Exempt Trust FBO Wendy Adelman Dated February 17, 1992, of which

23
<PAGE> 25

Messrs. Turk and Markey are co-trustees, these shares are held by the United
States Trust Company of New York, as escrow agent.

(7) Includes the Shares beneficially owned by the trust of which Selling
Shareholder's spouse is the trustee. Also includes 8,434 shares beneficially
owned by Mr. Minich but held in the Blue Coral escrow account by the United
States Trust Company of New York, as escrow agent. Mr. and Mrs. Minich
disclaim beneficial ownership of all shares held in trust.

(8) Includes Shares held by United States Trust Company of New York, as escrow
agent which are beneficially owned by Messrs. Glickman, Markey and Rose. For
purposes of the number of Shares being offered for sale in this Prospectus,
these Shares are included in the "Offering" column as Shares being sold by the
escrow agent.

(9) Includes 59,060 Shares held by United States Trust Company of New York, as
escrow agent for the Slick 50 Selling Shareholders under the Amendment. These
Shares will be distributed to the Slick 50 Selling Shareholders in 1997 with
restrictive legends, provided that the Shares have not been used to fund the
indemnification obligations of Slick 50 related to various lawsuits regarding
the advertising and sale of Slick 50(R) products. For further information on
such lawsuits see the Company's Quarterly Reports on Form 10-Q for the quarters
ended June 30, 1996 and September 30, 1996, which are incorporated herein by
reference. Proportionate amounts of these Shares are shown as beneficially
owned on an individual basis in the foregoing table in the columns titled
Beneficial Ownership Prior to Offering and Beneficial Ownership After Offering.

PLAN OF DISTRIBUTION

The Selling Shareholders may sell all or a portion of the Shares held by
them from time to time while the Registration Statement of which this
Prospectus is a part remains effective. The Company will use its best efforts
to keep the Registration Statement effective for a period of four (4) months
commencing on the effective date of the Registration Statement (or a shorter
period if all of the Shares have been sold or disposed of prior to the
expiration of the four-month period). The aggregate proceeds to the Selling
Shareholders from the sale of the Shares offered by the Selling Shareholders
hereby will be the prices at which such securities are sold, less any
commissions. There is no assurance that the Selling Shareholders will sell any
or all of the Shares offered hereby.

The Selling Shareholders may sell all or a portion of the Shares on the
New York Stock Exchange or the Pacific Stock Exchange, in privately negotiated
transactions or otherwise, at fixed prices that may be changed, at market
prices prevailing at the time of sale, at prices related to such market prices
or at negotiated prices. A Selling Shareholder may elect to engage a broker or
dealer to effect sales in one or more of the following transactions: (a) block
trades in

24
<PAGE> 26

which the broker or dealer so engaged will attempt to sell the shares as agent
but may position and resell a portion of the block as principal to facilitate
the transaction, (b) purchases by a broker or dealer as principal and resale by
such broker or dealer for its account pursuant to this Prospectus, and (c)
ordinary brokerage transactions and transactions in which the broker solicits
purchasers. In effecting sales, brokers and dealers engaged by Selling
Shareholders may arrange for other brokers or dealers to participate. Brokers
or dealers may receive commissions or discounts from Selling Shareholders (or,
if any such broker-dealer acts as agent for the purchaser of such shares, from
such purchaser) in amounts to be negotiated which are not expected to exceed
those customary in the types of transactions involved. Broker-dealers may
agree with the Selling Shareholders to sell a specified number of such shares
at a stipulated price per share, and, to the extent such broker-dealer is
unable to do so acting as agent for a Selling Shareholder, to purchase as
principal any unsold shares at the price required to fulfill the broker-dealer
commitment to such Selling Shareholder. Broker-dealers who acquire shares as
principal may thereafter resell such shares from time to time in transactions
(which may involve block transactions and sales to and through other
broker-dealers, including transactions of the nature described above) in the
over-the-counter market or otherwise at prices and on terms then prevailing at
the time of sale, at prices then related to the then-current market price or in
negotiated transactions and, in connection with such resales, may pay to or
receive from the purchasers of such shares commissions as described above.

The Selling Shareholders and any broker-dealers or agents that participate
with the Selling Shareholders in sales of the Shares may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended
("Securities Act") in connection with such sales. In such event, any
commissions received by such broker-dealers or agents and any profit on the
resale of the Shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act of 1933, as amended.

The Company will pay all of the expenses incident to the offering and
sales of the Shares, other than commissions, discounts and fees of
underwriters, dealers or agents. The Company has agreed to indemnify the
Selling Shareholders against certain losses, claims, damages and liabilities,
including liabilities under the Securities Act of 1933, as amended.

LEGAL OPINION

The validity of the shares of the Capital Stock offered hereby will be
passed upon for the Company by Debevoise & Plimpton.

<PAGE> 27
EXPERTS

The Consolidated Balance Sheets as of December 31, 1995 and 1994 and the
Consolidated Statements of Income, Cash Flows and Stockholders' Equity for each
of the three years in the period ended December 31, 1995 incorporated by
reference in this Registration Statement and the related financial statement
schedules included in the Company's Annual Report on Form 10-K which are
incorporated by reference into the Registration Statement have been
incorporated herein in reliance on the reports of Coopers & Lybrand L.L.P.,
independent accountants, given on the authority of that firm as experts in
accounting and auditing.

The Combined Balance Sheets of Blue Coral, Inc. and subsidiaries as of
October 31, 1995 and 1994 and the related Combined Statements of Income,
Stockholders' Equity and Cash Flows for each of the three years in the period
ended October 31, 1995, incorporated by reference in the Registration
Statement, have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto, and are
incorporated by reference herein in reliance upon the report of said firm and
upon the authority of said firm as experts in accounting and auditing.
Reference is made to said report, which includes an explanatory paragraph with
respect to the change in the method of accounting for income taxes effective
November 1, 1993, as discussed in Note 6 to the combined financial statements
noted above.

The Combined Financial Statements of Medo Industries, Inc., Medo
Manufacturing Corp. and Medo Industries Canada, Ltd. at December 31, 1995 and
1994 and for each of the three years in the period ended December 31, 1995,
incorporated by reference in this Registration Statement have been audited by
Ernst & Young LLP, independent auditors, as set forth in their reports thereon
incorporated by reference herein and are incorporated by reference in reliance
upon such reports given upon the authority of such firm as experts in
accounting and auditing.

<PAGE> 28

NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN AS CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY SELLING
SHAREHOLDER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF ANY OFFER TO BUY, BY ANY PERSON IN ANY JURISDICTION IN WHICH IT
IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH AN OFFERING OR SOLICITATION. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY
CIRCUMSTANCES IMPLY THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY
DATE SUBSEQUENT TO THE DATE HEREOF.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information .................................................... 2
Information Incorporated by Reference .................................... 2
The Company .............................................................. 3
Recent Events............................................................. 5
The Offering ............................................................. 7
Use of Proceeds........................................................... 7
Dividends ................................................................ 7
Price Range of Capital Stock ............................................. 7
Selected Financial Information ........................................... 8
Executive Officers and Directors of Quaker State.......................... 10
Stock Ownership of Directors and Executive Officers....................... 13
Shares Offered By Selling Shareholders.................................... 15
Selling Shareholders ..................................................... 15
Plan of Distribution...................................................... 24
Legal Opinion............................................................. 25
Experts .................................................................. 26
</TABLE>

<PAGE> 29

2,024,989 Shares

Quaker State Corporation

Capital Stock

QUAKER STATE

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

PROSPECTUS

DECEMBER 23 1996

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

28
<PAGE> 30
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION*

The fees and expenses to be paid in connection with the distribution of
the Shares being registered hereby are established as follows:

<TABLE>
<S> <C>
Registration Fee. . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,935.52
Legal Fees and Expenses (Selling Shareholders). . . . . . . . . . . $20,000.00
Printing and Engraving Expenses . . . . . . . . . . . . . . . . . . $ 9,500.00
Accounting Fees and Expenses . . . . . . . . . . . . . . . . . . . $45,000.00
Listing Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,200.00
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 700.00
----------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . $85,335.52
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Certificate of Incorporation of the Company provides that, to the
fullest extent that the law of the State of Delaware, as the same exists or may
hereafter be amended, permits elimination of the personal liability of
directors, no director of the Company shall be personally liable to the Company
or to its stockholders for monetary damages for breach of fiduciary duty as a
director. The Delaware General Corporation Law (the "DGCL") permits a
corporation's certificate of incorporation to provide that no director of the
corporation shall be personally liable to the corporation or its stockholders
for monetary damages for any breach of his or her fiduciary duty as a director;
provided that such provision shall not eliminate or limit the liability of a
director (1) for any breach of a director's duty of loyalty to the corporation
or its stockholders, (2) for acts or omissions that are not in good faith or
involve intentional misconduct or a knowing violation of the law, (3) under
Section 174 of the DGCL or (4) for any transaction from which the director
derived an improper personal benefit.

The Certificate of Incorporation of the Company also provides, in general,
that the Company shall indemnify its officers and directors against reasonable
expenses and any liability paid or incurred by such person in connection with
any actual or threatened claim, action, suit or proceeding, civil, criminal,
administrative, investigative or other, whether brought by or in the right of
the Company or otherwise, in which he or she may be involved, as a party or
otherwise, by reason of such person being or having been a director or officer
of the Company or by reason of the fact that such person is or was serving at
the request of the Company as a director, officer, employee, fiduciary or other
representative of another corporation, partnership, joint venture, trust,
employee benefit plan or other entity, except as prohibited by law. Section
145 of the DGCL provides, in general, that each director and officer of a
corporation may be indemnified against expenses (including attorneys' fees,
judgments, fines and amounts paid in settlement) actually and reasonably
incurred in connection with the defense or settlement of any threatened,
pending or completed legal proceedings in which he or

<PAGE> 31

she is involved by reason of the fact that he or she is or was a director or
officer if he or she acted in good faith and in a manner that he or she
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, if he or
she had no reasonable cause to believe that his or her conduct was unlawful.
If the legal proceeding, however, is by or in the right of the corporation, the
director or officer may not be indemnified in respect of any claim, issue or
matter as to which he or she shall have been adjudged to be liable for
negligence or misconduct in the performance of his or her duty to the
corporation unless a court determines otherwise.

In addition, the Certificate of Incorporation of the Company provides that
the Company may purchase and maintain insurance to protect itself and any
director or officer entitled to indemnification pursuant to the Certificate of
Incorporation. Accordingly, the Company carries directors and officers
liability coverage which is subject to certain limitations and exclusions.

ITEM 16. EXHIBITS

The following is a complete list of Exhibits filed as part of this
Registration Statement, which are incorporated herein:

<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
4.1 Composite Certificate of Incorporation of the registrant (filed as
Exhibit 3(i) to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1995 and incorporated herein by reference).

4.2 Bylaws of the Company, as amended to July 25, 1996 (filed as Exhibit
3 to the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1996 and incorporated herein by reference).

4.3 Rights Agreement, dated as of September 28, 1995, between the Company
and Mellon Securities Trust Company, as Rights Agent (filed as
Exhibit 1 to the Company's Current Report on Form 8-K dated October
20, 1995 and incorporated herein by reference).

5.1 Opinion of Debevoise & Plimpton with respect to the legality of the
Capital Stock.

23.1 Consent of Coopers & Lybrand L.L.P.

23.2 Consent of Arthur Andersen LLP.

23.3 Consent of Ernst & Young LLP.

24.1 Powers of Attorney (included as part of the signature page).
</TABLE>

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

<PAGE> 32

ITEM 17. UNDERTAKINGS

(a) The undersigned registrant hereby undertakes:

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

(2) That, for purposes of determining any liability under the Securities
Act of 1933, each such post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

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

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) 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.

(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 Securities and Exchange Commission
such indemnification is against public policy as expressed in the 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 Act and will be governed by the final
adjudication of such issue.

<PAGE> 33

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this Amendment to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Irving, State of Texas, on December 20, 1996.

QUAKER STATE CORPORATION

By: /s/ Herbert M. Baum
---------------------------------
(Herbert M. Baum)
Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment
to Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
* Chairman of the Board, Chief 12/20/96
- -------------------------- Executive Officer and Director
(Herbert M. Baum) (Principal Executive Officer)

* Vice Chairman, Chief Financial 12/20/96
- -------------------------- Officer and Director (Principal
(Conrad A. Conrad) Financial Officer)

* Controller (Principal Accounting 12/20/96
- -------------------------- Officer)
(Keith S. Krzeminski)
</TABLE>

<PAGE> 34

<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
* Director 12/20/96
- --------------------------
(Sheldon G. Adelman)

* Director 12/20/96
- --------------------------
(John D. Barr)

* Director 12/20/96
- --------------------------
(Leonard M. Carroll)

* Director 12/20/96
- --------------------------
(Laurel Cutler)

* Director 12/20/96
- -----------------------------
(C. Frederick Fetterolf)

* Director 12/20/96
- -----------------------------
(Thomas A. Gardner)

* Director 12/20/96
- -----------------------------
(F. William Grube)

* Director 12/20/96
- -----------------------------
(Forrest R. Haselton)

* Director 12/20/96
- -----------------------------
(Delbert J. McQuaide)

* Director 12/20/96
- -----------------------------
(L. David Myatt)

* Director 12/20/96
- -----------------------------
(Raymond A. Ross, Jr.)

* Director 12/20/96
- -----------------------------
(Lorne R. Waxlax)

* By: /s/ Paul E. Konney Attorney in Fact
------------------------
</TABLE>

33
<PAGE> 35
INDEX TO EXHIBITS

5.1 Opinion of Debevoise & Plimpton with respect to the legality of the
Capital Stock.

23.1 Consent of Coopers & Lybrand L.L.P.

23.2 Consent of Arthur Andersen LLP.

23.3 Consent of Ernst & Young LLP.

24.1 Powers of Attorney (included as part of the signature page).
</TABLE>

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

<PAGE> 1
EXHIBIT 5.1

[LETTERHEAD OF DEBEVOISE & PLIMPTON]

December 23, 1996

Quaker State Corporation
225 East John Carpenter Freeway
Irving, Texas 75062

Quaker State Corporation
Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as special counsel to Quaker State Corporation, a Delaware
corporation (the "Company"), in connection with a Registration Statement on
Form S-3 (Registration No. 333-13893), as amended (the "Registration
Statement"), filed by the Company with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act"),
relating to 2,024,989 shares of the Company's Capital Stock, par value $1.00
per share (the "Capital Stock"), being offered by the Selling Shareholders
referred to in the Registration Statement.

In so acting, we have examined and relied upon the originals, or copies
certified or otherwise identified to our satisfaction, of such records,
documents, certificates and other instruments as in our judgment are necessary
or appropriate to enable us to render the opinion expressed below. We have
also examined and relied upon the statements as to factual matters contained in
the Registration Statement.

We are of the opinion that the shares of Capital Stock to be sold pursuant
to the Registration Statement have been duly authorized and are validly issued,
fully paid and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption
"Legal Opinion" in the prospectus forming a part thereof. In giving such
consent, we do not thereby concede that we are within the category of persons
whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission thereunder.

Very truly yours,
/s/ Debevoise and Plimpton

<PAGE> 1
EXHIBIT 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this Registration
Statement of Quaker State Corporation on Form S-3/A-1 of our reports dated
January 30, 1996, on our audits of the consolidated financial statements and
financial statement schedule of Quaker State Corporation and Subsidiaries as of
December 31, 1995 and 1994 and for each of the three years in the period ended
December 31, 1995, which reports are included in or are incorporated by
reference in the Quaker State Corporation Annual Report on Form 10-K for the
year ended December 31, 1995. We also consent to the reference to our firm
under the caption "Experts."

COOPERS & LYBRAND L.L.P.

/s/ Coopers & Lybrand L.L.P.

Dallas, Texas

December 23, 1996

<PAGE> 1

EXHIBIT 23.2

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement of Quaker State Corporation on Form
S-3/A-1 of our report dated August 21, 1996, on the combined financial
statements of Blue Coral, Inc. and subsidiaries as of October 31, 1995 and
1994, and for each of the three years in the period ended October 31, 1995,
included in Quaker State Corporation's Current Report on Form 8-K/A-1 filed
September 11, 1996 and to all references to our Firm included in this
Registration Statement.

ARTHUR ANDERSEN LLP

/s/ Arthur Andersen LLP

Toledo, Ohio

December 20, 1996.

<PAGE> 1

EXHIBIT 23.3

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to
the use of our reports dated March 22, 1996 and March 24, 1995, with respect to
the Combined Financial Statements of Medo Industries, Inc., Medo Manufacturing
Corp. and Medo Industries Canada, Ltd. for each of the three years in the
period ended December 31, 1995, incorporated by reference in this Amendment to
Registration Statement on Form S-3/A-1 of Quaker State Corporation dated
December 23, 1996.

ERNST & YOUNG LLP

/s/ Ernst & Young LLP

White Plains, New York

December 23, 1996.