QUAKER STATE CORP, S-3, 1996-10-10

QUAKER STATE CORP
S-3, 1996-10-10
PETROLEUM REFINING

Previous: QUAKER STATE CORP, 8-K, 1996-10-10

Next: REPUBLIC AUTOMOTIVE PARTS INC, 4, 1996-10-10

<PAGE> 1
Registration Statement dated October 10, 1996.

Registration No. _____

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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
class of Proposed maximum aggregate offering Amount of
securities to be Amount to be aggregate price price registration
registered registered per unit (1) (1) fee
---------- ---------- ---------------- --- ---
<S> <C> <C> <C> <C>
Capital Stock,
$1.00 par value 1,691,230 $17.4375 $29,487,214 $8,935.52
</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 October 4,
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 October 10, 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

1,691,230 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 October 4,
1996, the last reported sales price of the Capital Stock on the New York Stock
Exchange was $17.50 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 October 10, 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 quarter
ended March 31, 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), and
October 10, 1996 (interim financials and pro formas on the
Medo (as hereinafter defined) acquisition will be filed by
amendment); and

(vi) the description of the Company's Capital Stock as reported in
a

2
<PAGE> 4
Current Report on Form 8-K filed on September 5, 1989, as
supplemented by the description of the Company's Rights to
Purchase Capital Stock as reported in a Current Report on
Form 8-K dated October 20, 1995.

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.

The Company's Lubricant and Lubricant Services Division operates fast
lube centers which offer consumers quick and economical oil changes and

3
<PAGE> 5
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 six months of 1996, revenues
from the Lubricant and Lubricant Services Division comprised approximately
91.7% 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 six months
of 1996, revenues from Truck-Lite comprised approximately 8.0% 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 six 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;
sold its insurance subsidiary, Heritage Insurance Group, Inc. ("Heritage"), in

4
<PAGE> 6
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, Inc. ("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 9, 1996),
which is incorporated herein by reference.

5
<PAGE> 7
THE OFFERING

<TABLE>
<S> <C>
Shares offered by the Selling Shareholders . . 1,691,023 shares
Shares outstanding at September 30, 1996 . . . 35,887,170 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.

6
<PAGE> 8
<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 October 4, 1996) 17 5/8 17 1/8
</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 six-month
periods ended June 30, 1996 and 1995 are derived from the unaudited condensed
consolidated financial statements of the Company. Operating results for the
six months ended June 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.

7
<PAGE> 9
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30 YEARS ENDED DECEMBER 31
- -----------------------------------------------------------------------------------------------------------------------------------
1996 1995 1995 1994 1993 1992 1991
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C>
(IN THOUSANDS EXCEPT PER SHARE AND
STATISTICAL DATA)
REVENUES
Sales and operating revenues $580,610 $497,231 $1,035,570 $732,634 $607,085 $592,650 $577,613
Other, net 4,090 5,609 9,894 6,923 5,595 4,063 4,450
- -----------------------------------------------------------------------------------------------------------------------------------
584,700 502,840 1,045,464 739,557 612,680 596,713 582,063
- -----------------------------------------------------------------------------------------------------------------------------------
COSTS AND EXPENSES
Cost of sales and operating costs 401,378 354,136 718,996 503,539 421,894 408,830 399,747
Selling, general and administrative 141,216 115,711 255,271 193,390 156,359 158,920 139,709
Depreciation, depletion and amortization 16,836 14,570 32,919 21,845 19,181 20,077 20,148
Interest 3,941 3,118 7,228 5,115 5,721 4,785 4,567
Unusual items (a) -- 15,800 27,000 -- -- 3,200 --
- -----------------------------------------------------------------------------------------------------------------------------------
563,371 503,335 1,041,414 723,889 603,155 595,812 564,171
- -----------------------------------------------------------------------------------------------------------------------------------

INCOME (LOSS) FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES AND EXTRAORDINARY
ITEM 21,329 (495) 4,050 15,668 9,525 901 17,892
PROVISION FOR (BENEFIT FROM) INCOME TAXES 8,450 (188) 2,300 6,167 2,534 245 7,443
- -----------------------------------------------------------------------------------------------------------------------------------
INCOME (LOSS) FROM CONTINUING OPERATIONS
BEFORE EXTRAORDINARY ITEM 12,879 (307) 1,750 9,501 6,991 656 10,499
INCOME (LOSS) FROM DISCONTINUED OPERATIONS -- 2,678 14,489 9,265 6,711 (31,904) 5,090
(B)
- -----------------------------------------------------------------------------------------------------------------------------------
INCOME (LOSS) BEFORE EXTRAORDINARY ITEM AND
CUMULATIVE EFFECT OF ACCOUNTING CHANGES 12,879 2,371 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) 12,879 2,371 $12,100 $18,766 $13,702 $(93,848) $22,709
===================================================================================================================================
Per share:
Income (loss) from continuing operations
before extraordinary loss and cumulative
effect of accounting changes $0.39 $(0.01) $.06 $.33 $.25 $.02 .39
Income (loss) from discontinued operations -- 0.09 .45 .33 .25 (1.17) .19
Extraordinary item -- -- (.13) -- -- -- --
Cumulative effect of accounting changes -- -- -- -- -- (2.30) .26
- -----------------------------------------------------------------------------------------------------------------------------------
Net income (loss) $0.39 $0.08 $.38 $.66 $.50 $(3.45) $.84
===================================================================================================================================
Dividends:
Cash per share $0.20 $0.20 $.40 $.40 $.60 $.80 $.80
Amount 6,572 6,303 12,867 11,358 16,310 21,720 21,704
Capital expenditures 26,207 16,189 45,130 36,444 29,760 25,706 32,037
Working capital 142,362 129,944 132,073 101,439 35,403 74,911 43,041
Total assets 861,379 631,695 717,023 630,018 783,677 792,820 751,496
Total debt 197,453 71,785 125,762 73,249 51,450 79,183 88,924
Stockholders' equity 323,477 248,380 272,155 251,850 188,750 191,194 307,790
Book value per share 9.02 7.88 8.29 8.00 6.93 7.04 11.34
- -----------------------------------------------------------------------------------------------------------------------------------
Number of stockholders of record 9,466 10,203 9,776 11,792 12,147 12,606 12,308
Weighted average capital and equivalent
shares outstanding 32,973,000 31,591,000 32,226,000 28,459,000 27,234,000 27,184,000 27,167,000
===================================================================================================================================
</TABLE>

8
<PAGE> 10
a. The company recorded a $22.6 million charge in 1995, of which $15.8 million
was charged in the second quarter of 1995, in connection with the relocation
of the corporate headquarters and restructuring and $4.4 million in
connection with the settlement of a class-action lawsuit. 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 discontinued its Natural Gas Exploration and Production business
in 1995, its insurance business in 1994 and 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>
Sheldon G. Adelman 1996 Director since July 1996; Vice Chairman of Quaker State and Chief Executive Officer of
the Consumer Products Division since June 1996; Chairman and Chief Executive Officer
of Blue Coral, Inc. from prior to 1991 to June 1996; age 54.
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
</TABLE>

9
<PAGE> 11
<TABLE>
<S> <C> <C>
Corporation and Whitman Corporation; age 59.
Charles F. Bechtel 1993 Senior Vice President, Sales, Lubricant and Lubricant Services Division (formerly
known as Motor Oil Division) since October 1995; 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 51.
Leonard M. Carroll 1993 Director since January 1993; Chairman, Seneca Capital Management, Inc. since June
1996; President and Chief Operating Officer of Integra Financial Corporation (bank
holding company) from January 1991 to May 1996; age 53.
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 69.
</TABLE>

10
<PAGE> 12
<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 67.
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 68.
F. William Grube 1994 Director since September 1994; President, Calumet Lubricants Co. (producer of
specialty oils) since prior to 1991; age 48.
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 57.
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 34.
</TABLE>

11
<PAGE> 13
<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 59.
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 60.
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 62.
</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 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 September 30, 1996.

12
<PAGE> 14
<TABLE>
<CAPTION>

Percent of
Beneficial Owners Amount(1) Class
- ----------------- --------- -----------
<S> <C> <C>
Sheldon G. Adelman 2,143,647(2) 5.9732
John D. Barr 202,891(3)(4) *
Herbert M. Baum 425,682(3)(4)(5) 1.1861
Charles F. Bechtel 46,802(3)(4)(5) *
Leonard M. Carroll 5,000(3) *
Conrad A. Conrad 105,673(3)(4)(5)(6) *
Laurel Cutler 4,000(3) *
C. Frederick Fetterolf 6,000(3) *
Thomas A. Gardner 7,827(3) *
F. William Grube 22,000(3)(6) *
Forrest R. Haselton 3,100(3) *
Delbert J. McQuaide 5,032(3)(7) *
L. David Myatt 1,502,228(3)(4)(5) 4.1859
Raymond A. Ross, Jr. 7,100(3) *
Lorne R. Waxlax 17,000(3) *
----------- -----
All directors and executive
officers as a group (17 persons) 4,547,456(4) 12.6715
</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 742,713 shares, subject to adjustment under certain
conditions, which represent Mr. Adelman's proportionate share
of securities held by an escrow agent pursuant to terms of the
Company's purchase of Blue Coral.

(3) 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 of September
30, 1996: 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

13
<PAGE> 15
shares; Mr. Ross, 3,000 shares; Mr. Waxlax, 2,000 shares; and
all directors and executive officers as a group, 573,850
shares.

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

(5) Includes, as of August 31, 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,
391 shares; Mr. Baum, 1,870 shares; Mr. Bechtel, 1,932 shares;
Mr. Conrad, 14,161 shares; Mr. Myatt, 10,378 shares; and all
directors and executive officers as a group, 28,928 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.

(6) 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.

(7) 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

14
<PAGE> 16
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.

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.

15
<PAGE> 17
Ronald D. Fash, Jr. 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 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 September, the Company or its subsidiaries have paid Gold
Eagle Company in excess of $7,785,000 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.

16
<PAGE> 18
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
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 September, Blue Coral has paid Baker &
Hostetler in excess of $742,309 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

17
<PAGE> 19
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
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.

18
<PAGE> 20
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.

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.

19
<PAGE> 21

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
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 September 15,
1996, unless otherwise noted.

20
<PAGE> 22
<TABLE>
<CAPTION>
Beneficial Ownership Beneficial Ownership
Prior to Offering (1) Offering(2) After Offering (3)
------------------------ ----------- ------------------------

Beneficial Owner Number Percent of Number Number Percent of
- ---------------- of Shares Class of Shares of Shares Class
--------- ---------- --------- --------- ----------

<S> <C> <C> <C> <C> <C>
Kirby Atwell** ______ * _____ 0 *
Patricia E. Bartlowe** ______ * _____ 0 *
William M. Beichner**(4) 2,000 * _____ 2,000 *
Mark A. Carroll**(4) 2,000 * _____ 2,000 *
R. Michael Charley** ______ * _____ 0 *
A. Benton Cocanougher** ______ * _____ 0 *
William F. Cornelson**(4) 2,000 * _____ 2,000 *
David A. Dillingham** 140,412 * 140,412 0 *
Ronald D. Fash** 72,391 * 72,391 0 *
Nicholas Federico*** 93,276 * 60,599 32,677 *
Thomas E. Floyd** ______ * _____ 0 *
Gary K. Garrett**(4) 2,000 * _____ 2,000 *
Carl D. Glickman*** 226,711(8) * 147,289 0 *
Gold Eagle Company** 708,615 1.9745 708,615 0 *
David Mark Goldstein** ______ * _____ 0 *
Edward Griffith**(4) 5,000 * _____ 5,000 *
Allen D. Harness** ______ * _____ 0 *
John Harvey**(4) 2,000 * _____ 2,000 *
W. Jeffrey Howard** ______ * _____ 0 *
Richard A. Jaenicke** 70,147 * 70,147 0 *
Margaret Lea Jeter, Trustee** 1,949 * 1,949 0 *
William M. Jeter, III** 122,344 * 122,344 0 *
Linda S. King** ______ * _____ 0 *
Herschel G. Maltz** ______ * _____ 0 *
Robert G. Markey***(6) 198,373(8) * 15,781 174,082 *
Bob Marler** ______ * _____ 0 *
Lonnie L. McKinney** 140,412 * 140,412 0 *
Bradford McLane** ______ * _____ 0 *
William O. Menefee** 4,133 * 4,133 0 *
Elizabeth E. Minich,
Trustee***(7) 72,224 * 30,000 0 *
Lawrence J. Minich,
Trustee***(7) 72,224 * 16,922 25,302 *
Darrell W. O'Neal** ______ * _____ 0 *
Kenneth O. Owens** ______ * _____ 0 *
Carol Padlick** ______ * _____ 0 *
Susan Darlene Phillips** ______ * _____ 0 *
Sherri K. Razo**(4)(5) 2,181 * _____ 2,181 *
Norton W. Rose*** 11,498(8) * 7,470 0 *
J. Hill Ryer** ______ * _____ 0 *
Terry E. Sanford** ______ * _____ 0 *
Dennis Wayne Scott** ______ * _____ 0 *
Harold Shaub**(4) 2,000 * _____ 2,000 *
Barry J. Sobral** ______ * _____ 0 *
Jack L. Thomas** ______ * _____ 0 *
Michael G. Turk***(6) 267,358 * 60,599 206,759 *
United States Trust
Company of New York,
Escrow Agent***(6)(7) 1,020,408 2.8433 91,960 928,448 2.5871
Robert E. Vail, Jr.** ______ * _____ 0 *
Harvey William Wolff** ______ * _____ 0 *
Total 3,241,596 9.0327 1,691,023 1,353,712 3.7721
- ---------------------
</TABLE>

21
<PAGE> 23
* Less than 1% of the Company's outstanding Capital Stock is
beneficially owned.
** Each shareholder also has an interest in shares which may be earned
depending upon Slick 50's performance, under the terms of the Slick 50 Merger
and Acquisition Agreement with the Company dated July 11, 1995. Such shares
will be distributed, if earned, in 1997, 1998 and 1999. The Acquisition
Agreement is currently being amended, and under the amended agreement, all of
the listed former Slick 50 shareholders will receive shares of the Company's
Capital Stock.
*** Pursuant to the Blue Coral purchase transaction and as
security for certain indemnity obligations of the selling parties, 1,020,408
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 have not requested
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 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 of September 30, 1996: 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 August 31, 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, 681.
(6) Includes 113,097 shares owned by the Sheldon G. Adelman GST Exempt
Trust FBO Wendy Adelman Dated February 17, 1992, of which Messrs. Turk and
Markey are co-trustees and share voting and investment power. Also includes
60,985 shares held by United States Trust Company of New York, as escrow
agent, which shares are beneficially owned by the same trust.
(7) Includes the Shares beneficially owned by the trust of which Selling
Shareholder's spouse is the trustee. Also includes 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.

22
<PAGE> 24

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 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.

23
<PAGE> 25
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.

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,

24
<PAGE> 26
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.

25
<PAGE> 27
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. 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 .......................................
Information Incorporated by Reference .......................
The Company .................................................
The Offering ................................................
Use of Proceeds..............................................
Dividends ...................................................
Price Range of Capital Stock ................................
Selected Financial Information ..............................
Executive Officers and Directors of Quaker State.............
Stock Ownership of Directors and Executive Officers..........
Shares Offered By Selling Shareholders.......................
Selling Shareholders ........................................
Plan of Distribution.........................................
Legal Opinion... ............................................
Experts .....................................................
Information Not Required in Prospectus ......................

</TABLE>

26
<PAGE> 28
1,691,230 Shares

Quaker State Corporation

Capital Stock

QUAKER STATE

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

PROSPECTUS, SUBJECT TO COMPLETION

OCTOBER 10, 1996

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

27
<PAGE> 29

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 Notes being registered hereby are established as follows:

<TABLE>
<S> <C>
Registration Fee . . . . . . . . . . . . . . . . . . . . . . $_______*
Legal Fees and Expenses. . . . . . . . . . . . . . . . . . . _______*
Printing and Engraving Expenses. . . . . . . . . . . . . . . _______*
Accounting Fees and Expenses . . . . . . . . . . . . . . . . _______*
Listing Fees . . . . . . . . . . . . . . . . . . . . . . . . _______*
Blue Sky Fees and Expenses
(including legal fees and disbursements). . . . . . . . . _______*
Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . _______*
Total . . . . . . . . . . . . . . . . . . . . . . . $
</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

28
<PAGE> 30
settlement) actually and reasonably incurred in connection with the defense or
settlement of any threatened, pending or completed legal proceedings in which
he or 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.
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>
__________________

* This item will be filed by amendment.

29
<PAGE> 31
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.

30
<PAGE> 32
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
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Irving, State of Texas, on October 8, 1996.

QUAKER STATE CORPORATION

By: /s/ Herbert M. Baum
-------------------
(Herbert M. Baum)

POWER OF ATTORNEY

We, the undersigned officers and directors of Quaker State
Corporation, hereby severally constitute Conrad A. Conrad and Paul E. Konney
and each of them singly, our true and lawful attorneys with full power to them,
and each of them singly, to sign for us and in our names in the capacities
indicated below the Registration Statement filed herewith and any and all
amendments to said Registration Statement, and generally to do all such things
in our name and behalf in our capacities as officers and directors to enable
Quaker State Corporation to comply with the provisions of the Securities Act of
1933, as amended, and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be
signed by our said attorneys, or any of them, to said Registration Statement
and any and all amendments thereto.

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

<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Herbert M. Baum Chairman of the Board, Chief 10/8/96
- ---------------------------- Executive Officer and Director
(Herbert M. Baum) (Principal Executive Officer)

/s/ Conrad A. Conrad Vice Chairman, Chief Financial 10/8/96
- ---------------------------- Officer and Director (Principal
(Conrad A. Conrad) Financial Officer)

/s/ Keith S. Krzeminski Controller (Principal Accounting 10/8/96
- ---------------------------- Officer)
(Keith S. Krzeminski)

</TABLE>
31
<PAGE> 33

<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Sheldon G. Adelman Director 10/8/96
- ----------------------------
(Sheldon G. Adelman)

/s/ John D. Barr Director 10/8/96
- ----------------------------
(John D. Barr)

/s/ Leonard M. Carroll Director 10/8/96
- ----------------------------
(Leonard M. Carroll)

/s/ Laurel Cutler Director 10/8/96
- ----------------------------
(Laurel Cutler)

/s/ C. Frederick Fetterolf Director 10/8/96
- -----------------------------
(C. Frederick Fetterolf)

/s/ Thomas A. Gardner Director 10/8/96
- ----------------------------
(Thomas A. Gardner)

/s/ F. William Grube Director 10/8/96
- ----------------------------
(F. William Grube)

/s/ Forrest R. Haselton Director 10/8/96
- ----------------------------
(Forrest R. Haselton)

/s/ Delbert J. McQuaide Director 10/8/96
- ----------------------------
(Delbert J. McQuaide)

/s/ L. David Myatt Director 10/8/96
- ----------------------------
(L. David Myatt)

/s/ Raymond A. Ross Director 10/8/96
- ----------------------------
(Raymond A. Ross)

/s/ Lorne R. Waxlax Director 10/8/96
- ----------------------------
(Lorne R. Waxlax)
</TABLE>

32
<PAGE> 34
INDEX TO EXHIBITS

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

* This item will be filed by amendment.
</TABLE>

<PAGE> 1
EXHIBIT 4.2

QUAKER STATE CORPORATION

BYLAWS

As amended and restated on July 25, 1996

ARTICLE I

STOCKHOLDERS

Section 1.1. Time and Place of Meetings. All meetings of the
stockholders for the election of directors or for any other purpose shall be
held at such time and place, within or without the State of Delaware, as may be
designated by the Board of Directors, or in the absence of a designation by the
Board of Directors, by the Chairman of the Board, the Chief Executive Officer,
the President or the Secretary, and as may be stated in the notice of the
meeting or in a duly executed waiver of notice thereof.

Section 1.2. Annual Meetings. The annual meeting of the stockholders
of the Corporation for the election of directors and for the transaction of
such other business as properly may come before such meeting shall be held at
such place, either within or without the State of Delaware, and at 1:00 p.m.
local time on the last Thursday of May (or, if such day is a legal holiday,
then on the next succeeding business day), or at such other date and time as
may be fixed from time to time by resolution of the Board of Directors and set
forth in the notice of meeting or a duly executed waiver of notice thereof. At
the annual meeting, the stockholders shall elect by a plurality vote the
directors to succeed those whose terms expire at that meeting and shall
transact such other business as may properly be brought before the meeting.

Section 1.3. Special Meetings. Special meetings of the stockholders,
for any purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may only be called by the Chairman of the Board,
by the Board of Directors pursuant to a resolution adopted by a majority of the
total number of authorized directors, by the President or by the Secretary.

Section 1.4. Notice of Meetings; Waiver. The Secretary or any
Assistant Secretary shall cause written notice of the place, date and hour of
each meeting of the stockholders, and, in the case of a special meeting, the
purpose or purposes for which such meeting is called, to be given personally or
by mail, not less than ten nor more than sixty days prior to the meeting, to
each stockholder of record entitled to vote at such meeting.

33
<PAGE> 2
Section 1.5. Quorum. Except as otherwise required by law or by the
Certificate of Incorporation, the presence in person or by proxy of the holders
of record of a majority of the shares entitled to vote at a meeting of
stockholders shall constitute a quorum for the transaction of business at such
meeting.

Section 1.6. Voting. Every holder of record of shares entitled to
vote at a meeting of stockholders shall be entitled to one vote for each share
outstanding in the name of such stock- holder on the books of the Corporation
at the close of business on the record date for the meeting. Except as
otherwise required by law or by the Certificate of Incorporation, the vote of a
majority of the shares represented in person or by proxy at any meeting at
which a quorum is present shall be sufficient for the transaction of any
business at such meeting. No vote of the stockholders need be taken by written
ballot unless otherwise required by law.

Section 1.7. Adjournment. If a quorum is not present at any meeting
of the stockholders, the stockholders present in person or by proxy shall have
the power to adjourn any such meeting from time to time until a quorum is
present. Notice of any adjourned meeting of the stockholders of the
Corporation need not be given if the place, date and hour thereof are announced
at the meeting at which the adjournment is taken, provided, however, that if
the adjournment is for more than thirty days, or if after the adjournment a new
record date for the adjourned meeting is fixed, a notice of the adjourned
meeting, conforming to the requirements of Section 1.4 hereof, shall be given
to each stockholder of record entitled to vote at such meeting. At any
adjourned meeting at which a quorum is present, any business may be transacted
that might have been transacted on the original date of the meeting.

Section 1.8. Proxies. Any stockholder entitled to vote at any
meeting of the stockholders or to express consent to or dissent from corporate
action without a meeting may authorize another person or persons to vote at any
such meeting and express such consent or dissent for him by proxy. No such
proxy shall be voted or acted upon after the expiration of three years from the
date of such proxy, unless it provides for a longer period. Every proxy shall
be revocable at the pleasure of the stockholder executing it, except in those
cases where applicable law provides that a proxy shall be irrevocable. A
stockholder may revoke any proxy that is not irrevocable by attending the
meeting and voting in person, by filing an instrument in writing revoking the
proxy or by filing another duly executed proxy bearing a later date with the
Secretary.

Section 1.9. Nomination of Directors. Only persons who are nominated
in accordance with the procedures set forth in this Section 1.9 shall be
eligible for election as directors of the Corporation.

34
<PAGE> 3
(a) Nominations of persons for election to the Board of Directors of
the Corporation may be made at any annual meeting of stockholders by or at the
direction of the Board of Directors or by any stockholder of the Corporation
entitled to vote for the election of directors at the meeting who was a
stockholder of record at the time of giving of notice provided for in this
Section 1.9(a) and who complies with the notice procedures set forth in this
Section 1.9(a). Any such nomination by a stockholder shall be made pursuant to
timely notice in writing to the Secretary of the Corporation. To be timely
notice for an annual meeting, a stockholder's notice shall be delivered to the
Secretary of the Corporation at the principal executive offices of the
Corporation not less than 60 days nor more than 90 days prior to the first
anniversary of the preceding year's annual meeting; provided, however, that in
the event that the date of the annual meeting is advanced by more than 30 days
or delayed by more than 60 days from such anniversary date, notice by the
stock- holder to be timely must be so delivered not earlier than the 90th day
prior to such annual meeting and not later than the close of business on the
later of the 60th day prior to such annual meeting or the 10th day following
the day on which public announcement (as defined in Article I, Section 1.10) of
the date of such meeting is first made. Notwithstanding anything in the
foregoing sentence to the contrary, in the event that the number of directors
to be elected to the Board of Directors of the Corporation is increased and
there is no public announcement naming all of the nominees for director or
specifying the size of the increased Board of Directors made by the Corporation
at least 70 days prior to the first anniversary of the preceding year's annual
meeting, a stockholder's notice required by this Section 1.9(a) shall also be
considered timely, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to the Secretary of the
Corporation at the principal executive offices of the Corporation not later
than the close of business on the 10th day following the day on which such
public announcement is first made by the Corporation. Such stockholder's
notice shall set forth in writing (i) as to each person whom the stockholder
proposes to nominate for election or re-election as a director (A) the name,
age, business address and residence of such person, (B) the principal
occupation or employment of such person, (C) the number of shares of stock of
the Corporation that are beneficially owned by such person, and (D) any other
information relating to such person that is required to be disclosed in
connection with the solicitation of proxies for the election of directors, or
as otherwise required, in each case pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") (including,
without limitation, such person's written consent to being named in a proxy
statement as a nominee and to serving as a director if elected); and (ii) as to
the stockholder giving the notice and the beneficial owner, if any, on whose
behalf the nomination is made (A) the name and address of such stockholder, as
they appear on the Corporation's books, and of such beneficial owner and (B)
the class and number of shares of the Corporation which are owned beneficially
and of record by such stockholder and such beneficial owner.

35
<PAGE> 4
(b) Nominations of persons for election to the Board of Directors of
the Corporation may be made at a special meeting of stockholders at which
directors are to be elected pursuant to the Corporation's notice of meeting
(i) by or at the direction of the Board of Directors or (ii) provided that the
Board of Directors has determined that one or more directors shall be elected
at such special meeting, by any stockholder of the Corporation who is a
stockholder of record at the time of giving of notice provided for in this
Section 1.9(b), who shall be entitled to vote at the meeting and who complies
with the notice procedures set forth in this Section 1.9(b). To be timely
notice for a special meeting, a stockholder's notice must be delivered to the
Secretary of the Corporation at the principal executive offices of the
Corporation not earlier than the 90th day prior to such special meeting and not
later than the close of business on the later of the 60th day prior to such
special meeting or the 10th day following the day on which public announcement
(as defined in Article I, Section 1.10) is first made of the date of the
special meeting and of the nominee(s) proposed by the Board of Directors to be
elected at such meeting.

(c) At the request of the Board of Directors, any person nominated by
the Board of Directors for election as a director shall furnish to the
Secretary of the Corporation that information pertaining to the nominee which
is required to be set forth in a stockholder's notice of nomination. The
Chairman of the Board, or in his or her absence the Chief Executive Officer,
the President, any Vice President or the Secretary, shall, if the facts
warrant, determine and declare to the meeting that a nomination was not made in
accordance with the procedures prescribed by these Bylaws, and in that event
the defective nomination shall be disregarded.

Section 1.10. Transaction of Business. To be properly brought before
an annual meeting of stockholders, business must be (a) specified in the notice
of meeting (or any supplement thereto) given by or at the direction of the
Board of Directors, (b) otherwise properly brought before the meeting by or at
the direction of the Board of Directors, or (c) otherwise properly brought
before the meeting by a stockholder of the Corporation who was a stockholder of
record at the time of giving of notice provided for in this Section 1.10, who
is entitled to vote at the meeting and who complied with the notice procedures
set forth in this Section 1.10. For business to be properly brought before an
annual meeting by a stockholder, if such business is related to any matter
other than the election of directors of the Corporation, the stockholder must
have given timely notice thereof in writing to the Secretary of the
Corporation. To be timely, a stockholder's notice shall be delivered in
accordance with the procedures in Section 1.9(a) applicable to a stockholder's
nomination of directors at an annual meeting. Such stockholder's notice shall
set forth in writing as to each matter the stockholder proposes to bring before
the annual meeting (i) a brief description of the business desired to be
brought before the annual meeting, the reasons for conducting such business at
the annual meeting, and any material interest in such business of such
stockholder and the beneficial owner, if any, on whose behalf the proposal is
made; and (ii) as to the stockholder giving the notice and

36
<PAGE> 5
the beneficial owner, if any, on whose behalf the proposal is made (A) the name
and address of such stockholder, as they appear on the Corporation's books, and
of such beneficial owner and (B) the class and number of shares of the
Corporation which are owned beneficially and of record by such stockholder and
such beneficial owner. Notwithstanding anything in these Bylaws to the
contrary, no business shall be conducted at any annual meeting except in
accordance with the procedures set forth in this Section 1.10. The Chairman of
the Board, or in his or her absence the Chief Executive Officer, the President,
any Vice President or the Secretary, shall, if the facts warrant, determine and
declare to the meeting that business was not properly brought before the
meeting in accordance with the provisions of this Section 1.10, and in that
event the business shall not be transacted. For purposes of this Section 1.10
and Article I, Section 1.9, "public announcement" shall mean disclosure in a
press release reported by the Dow Jones News Service, Associated Press or
comparable national news service or in a document publicly filed by the
Corporation with the Securities and Exchange Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act. In addition to the provisions of this Section
1.10, a stockholder also shall comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder with respect to the
matters set forth herein. Nothing in these Bylaws shall be deemed to affect
any rights of stockholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act.

Section 1.11. Inspectors of Elections. Prior to any meeting of the
stockholders, the Board of Directors shall appoint one or more persons to act
as inspectors of elections, and may designate one or more alternate inspectors.
In the event no inspector or alternate is able to act, the person presiding at
the meeting shall appoint one or more inspectors to act at the meeting. Each
inspector, before entering upon the discharge of the duties of an inspector,
shall take and sign an oath faithfully to execute the duties of inspector with
strict impartiality and according to the best of his or her ability. The
inspector shall:

(a) ascertain the number of shares outstanding and the voting power
of each;

(b) determine the shares represented at a meeting and the validity of
proxies and ballots;

(d) determine and retain for a reasonable period a record of the
disposition of any challenges made to any determination by the inspectors; and

(e) certify his or her determination of the number of shares
represented at the meeting, and his or her count of all votes and ballots.

37
<PAGE> 6
The inspector may appoint or retain other persons or entities to assist in the
performance of the duties of inspector.

When determining the shares represented and the validity of proxies
and ballots, the inspector shall be limited to an examination of the proxies,
any envelopes submitted with those proxies, any information provided in
accordance with Section 1.8 of these Bylaws, ballots and the regular books and
records of the Corporation. The inspector may consider other reliable
information for the limited purpose of reconciling proxies and ballots
submitted by or on behalf of banks, brokers or their nominees or a similar
person which represent more votes than the holder of a proxy is authorized by
the record owner to cast or more votes than the stockholder holds of record.
If the inspector considers other reliable information as outlined in this
section, the inspector, at the time of his or her certification pursuant to
paragraph (e) of this section shall specify the precise information considered,
the person or persons from whom the information was obtained, when this
information was obtained, the means by which the information was obtained, and
the basis for the inspector's belief that such information is accurate and
reliable.

Section 1.12. Opening and Closing of Polls. The date and time for
the opening and the closing of the polls for each matter to be voted upon at a
meeting of stockholders shall be announced at the meeting. The inspector of
the election shall be prohibited from accepting any ballots, proxies or votes
or any revocations thereof or changes thereto after the closing of the polls,
unless the Court of Chancery upon application by a stockholder shall determine
otherwise.

Section 1.13. Consent of Stockholders in Lieu of Meeting. (a)
Unless otherwise provided in the Certificate of Incorporation, any action
required or permitted to be taken at any annual or special meeting of the
stockholders of the Corporation may, subject to the provisions of this Section
1.13, be taken without a meeting, without prior notice and without a vote, if a
consent or consents in writing, setting forth the actions so taken, shall be
signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted and
shall be delivered to the Corporation. Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent shall
be given to those stockholders who have not consented in writing.

(b) Every written consent shall bear the date of signature of each
stockholder who signs the consent and no written consent shall be effective to
take the corporate action referred to therein unless, within 60 days of the
earliest dated consent delivered to the Corporation, written consents signed by
a sufficient number of holders to take such action are delivered to the
Corporation.

38
<PAGE> 7
(c) The record date for determining stockholders entitled to consent
to corporate action in writing without a meeting shall be fixed by the Board of
Directors. Any stockholder seeking to have the stockholders authorize or take
corporate action by written consent without a meeting shall, by written notice
to the Secretary of the Corporation, request the Board of Directors to fix a
record date. Upon receipt of such a request, the Secretary of the Corporation
shall, as promptly as practicable, direct the Chairman of the Board, the Chief
Executive Officer or the President to call a special meeting of the Board of
Directors to be held as promptly as practicable, but in any event not more than
10 days following the date of receipt of such a request. At such a meeting,
the Board of Directors shall fix a record date, which shall not precede the
date upon which the resolution fixing the record date is adopted by the Board
of Directors, and which shall not be more than 10 days after the date on which
the resolution fixing the record date is adopted by the Board of Directors.
Notice of the record date shall be published in accordance with the rules and
policies of any stock exchange on which securities of the Corporation are then
listed or, if the securities of the Corporation are not listed on a stock
exchange, then in accordance with the rules and policies of the National
Association of Securities Dealers Automatic Quotation National Market System.
If no record date has been so fixed by the Board of Directors, the record date
for determining the stockholders entitled to consent to corporate action in
writing without a meeting, where no prior action by the Board of Directors is
required by the Delaware General Corporation Law, shall be the first date on
which a signed written consent setting forth the action taken or proposed to be
taken is delivered to the Corporation. If no date has been fixed by the Board
of Directors and prior action by the Board of Directors is required by the
Delaware General Corporation Law, the record date for determining stockholders
entitled to consent to corporate action in writing without a meeting shall be
at the close of business on the day on which the Board of Directors adopts the
resolution taking such prior action.

(d) In the event of the delivery to the Corporation of a written
consent or consents purporting to represent the requisite voting power to
authorize or take corporate action and/or related revocations, the Secretary of
the Corporation shall provide for the safekeeping of such consents and
revocations and shall, as promptly as practicable, engage inspectors for the
purpose of promptly performing a ministerial review of the validity of the
consents and revocations. No action by written consent without a meeting shall
be effective until such inspectors have completed their review, determined that
the requisite number of valid and unrevoked consents has been obtained to
authorize or take actions specified in the consents and certified such
determination for entry in the records of the Corporation for the purpose of
recording the proceedings of meetings of the stockholders.

(e) For purposes of this Section 1.13, delivery to the Corporation
shall be effected by delivery to its registered office in the State of
Delaware, its principal place of business, or an officer or agent of the
Corporation having custody of the

39
<PAGE> 8
book in which proceedings of meetings of stockholders are recorded. Delivery
made to the Corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested.

ARTICLE II

BOARD OF DIRECTORS

Section 2.1. General Powers. Except as may otherwise be provided by
law, by the Certificate of Incorporation or by these Bylaws, the property,
affairs and business of the Corporation shall be managed by or under the
direction of the Board of Directors, and the Board of Directors may exercise
all the powers of the Corporation.

Section 2.2. Number and Term of Office. The number of Directors
constituting the entire Board of Directors shall be fourteen, which number may
be modified from time to time by resolution of the Board of Directors, provided
that the number of Directors shall in no event be less than one. Each Director
(whenever elected) shall hold office until his or her successor has been duly
elected and qualified, or until his or her earlier death, resignation or
removal.

Section 2.3. Election of Directors. Except as otherwise provided in
Section 2.12 of these Bylaws, the Directors shall be elected at each annual
meeting of the stockholders. If the annual meeting for the election of
Directors is not held on the date designated therefor, the Directors shall
cause the meeting to be held as soon thereafter as convenient. At each meeting
of the stockholders for the election of Directors, provided a quorum is
present, the Directors shall be elected by a plurality of the votes validly
cast in such election.

Section 2.4. Annual and Regular Meetings. The annual meeting of the
Board of Directors for the purpose of electing officers and for the transaction
of such other business as may come before the meeting shall be held as soon as
practical following adjournment of the annual meeting of the stockholders at
the place of such annual meeting of the stockholders. Notice of such annual
meeting of the Board of Directors need not be given. The Board of Directors
from time to time may by resolution provide for the holding of regular meetings
and fix the place (which may be within or without the State of Delaware) and
the date and hour of such meetings. Notice of regular meetings need not be
given.

Section 2.5. Special Meetings; Notice. Special meetings of the Board
of Directors shall be held whenever called by the Chairman of the Board, the
Chief Executive Officer or the President or, in the event of their absence or
disability, by any Vice President or the Secretary, or by the Secretary upon
the request of four Directors, at such place (within or without the State of
Delaware), date and hour as may be specified in the respective notices or
waivers of notice of such

40
<PAGE> 9
meetings. Special meetings of the Board of Directors may be called on 24
hours' notice, if notice is given to each Director personally, by telephone or
by electronic means, or on five days' notice, if notice is mailed to each
Director, addressed to the Director at his or her usual place of business.

Section 2.6. Quorum; Voting. At all meetings of the Board of
Directors, the presence of a majority of the total authorized number of
Directors shall constitute a quorum for the transaction of business. Except as
otherwise required by law, the Certificate of Incorporation or these Bylaws,
the vote of a majority of the Directors present at any meeting at which a
quorum is present shall be the act of the Board of Directors.

Section 2.7. Adjournment. A majority of the Directors present,
whether or not a quorum is present, may adjourn any meeting of the Board of
Directors to another time or place. No notice need be given of any adjourned
meeting unless the time and place of the adjourned meeting are not announced at
the time of adjournment, in which case notice conforming to the requirements of
Section 2.5 shall be given to each Director.

Section 2.8. Action Without a Meeting. Any action required or
permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting if all members of the Board of Directors consent thereto in
writing, and such writing or writings are filed with the minutes of proceedings
of the Board of Directors.

Section 2.9. Regulations; Manner of Acting. To the extent consistent
with applicable law, the Certificate of Incorporation and these Bylaws, the
Board of Directors may adopt such rules and regulations for the conduct of
meetings of the Board of Directors and for the management of the property,
affairs and business of the Corporation as the Board of Directors may deem
appropriate. The Directors shall act only as a Board, and the individual
Directors shall have no power as such.

Section 2.10. Meeting by Telephonic Communications. Members of the
Board of Directors may participate in a meeting of the Board of Directors by
means of conference telephone or similar communi- cations equipment through
which all persons participating in the meeting can hear each other.
Participation in a meeting pursuant to this provision shall constitute presence
in person at such meeting.

Section 2.11. Resignations; Retirement. Any Director may resign at
any time by delivering a written notice of resignation, signed by such
Director, to the Chairman of the Board, the Chief Executive Officer, the
President or the Secretary. Unless otherwise specified therein, such
resignation shall take effect upon delivery. A Director who is not and never
has been an officer of the Corporation, and any Director who has served as
Chief Executive Officer of the

41
<PAGE> 10
Corporation, shall retire from the Board of Directors not later than the date
of the annual meeting of stockholders next following his or her 70th birthday.
A Director who is or has been an officer of the Corporation other than the
Chief Executive Officer shall retire from the Board of Directors not later than
the earlier of the date of the annual meeting of stockholders next following
his or her 65th birthday or the date of his or her retirement as an employee of
the Corporation.

Section 2.12. Vacancies and Newly Created Directorships. If any
vacancy shall occur in the Board of Directors, by reason of death, resignation,
retirement, removal or otherwise, or if the authorized number of Directors
shall be increased, the Directors then in office shall continue to act, and any
such vacancy or newly created directorship may be filled by a majority of the
Directors then in office, although less than a quorum. A Director elected to
fill a vacancy or a newly created directorship shall hold office until his
successor has been elected and qualified or until his or her earlier death,
resignation, retirement or removal. Any such vacancy or newly created
directorship may also be filled at any time by vote of the stockholders.

Section 2.13. Compensation and Stock Ownership. The Board of
Directors shall fix from time to time by resolution the compensation, if any,
which each Director shall be entitled to receive for service as such.
Beginning no later than one year following election to the Board of Directors,
a Director shall own at least 1,000 shares of the Corporation's capital stock
at all times while serving as a Director.

ARTICLE III

EXECUTIVE COMMITTEE AND OTHER COMMITTEES

Section 3.1. How Constituted. The Board of Directors may, by
resolution adopted by a majority of the whole Board, designate one or more
Committees, including an Executive Committee, each such Committee to consist of
such number of Directors as from time to time may be fixed by the Board of
Directors. The Board of Directors may designate one Director as Chairman of
any such Committee. Thereafter, members and Chairmen of each such Committee
may be designated at the annual meeting of the Board of Directors. Any such
Committee may be abolished or re-designated from time to time by the Board of
Directors. Each member of any such Committee (whether designated at an annual
meeting of the Board of Directors or to fill a vacancy or otherwise) shall hold
office until his or her successor shall have been designated or until he or she
shall cease to be a Director, or until his or her earlier death, resignation,
retirement or removal.

Section 3.2. Powers. During the intervals between the meetings of
the Board of Directors, the Executive Committee, except as otherwise provided
in this section, shall have and may exercise all the powers and authority of
the Board of Directors in the management of the property, affairs and business
of the

42
<PAGE> 11
Corporation, including the power to declare dividends and to authorize the
issuance of stock. Each such other Committee, except as otherwise provided in
this section, shall have and may exercise such powers of the Board of Directors
as may be provided by resolution or resolutions of the Board of Directors. The
power and authority of the Executive Committee and any such other Committee
shall be subject to the provisions of Section 141(c) of the Delaware General
Corporation Law and any successor provisions. The Executive Committee shall
have, and any such other Committee may be granted by the Board of Directors,
power to authorize the seal of the Corporation to be affixed to any or all
papers which may require it.

Section 3.3. Proceedings and Minutes. Each such Committee may fix
its own rules of procedure and may meet at such place (within or without the
State of Delaware), at such time and upon such notice, if any, as it shall
determine from time to time. Each such Committee shall keep minutes of its
proceedings and shall report such proceedings to the Board of Directors at the
meeting of the Board of Directors next following any such proceedings.

Section 3.4. Quorum and Manner of Acting. Except as may be otherwise
provided in the resolution creating such Committee, at all meetings of any
Committee the presence of members constituting a majority of the total
authorized membership of such Committee shall constitute a quorum for the
transaction of business. The act of the majority of the members present at any
meeting at which a quorum is present shall be the act of such Committee. Any
action required or permitted to be taken at any meeting of any such Committee
may be taken without a meeting, if all members of such Committee shall consent
to such action in writing and such writing or writings are filed with the
minutes of the proceedings of the Committee. The members of any such Committee
shall act only as a Committee, and the individual members of such Committee
shall have no power as such.

Section 3.5. Meeting by Telephonic Communications. Members of any
Committee designated by the Board of Directors may participate in a meeting of
such Committee by means of conference telephone or similar communications
equipment through which all persons participating in the meeting can hear each
other. Participation in a meeting pursuant to this provision shall constitute
presence in person at such meeting.

Section 3.6. Absent or Disqualified Members. In the event of the
absence or disqualification of a member of any Committee, the member or members
thereof present at any meeting and not dis- qualified from voting, whether or
not constituting a quorum, may unanimously appoint another member of the Board
of Directors to act at the meeting in the place of any such absent or
disqualified member.

43
<PAGE> 12
Section 3.7. Resignations. Any member (and any alternate member) of
any Committee may resign at any time by delivering a written notice of
resignation, signed by such member, to the Chairman of the Board, the Chief
Executive Officer, the President or the Secretary. Unless otherwise specified
therein, such resignation shall take effect upon delivery.

Section 3.8. Removal. Any member (and any alternate member) of any
Committee may be removed at any time, either for or without cause, by
resolution adopted by a majority of the whole Board of Directors.

Section 3.9. Vacancies. If any vacancy shall occur in any Committee,
by reason of disqualification, death, resignation, retirement, removal or
otherwise, the remaining members (and any alternate members) shall continue to
act, and any such vacancy may be filled by the Board of Directors.

Section 3.10. Compensation. The Board of Directors shall fix from
time to time by resolution the compensation, if any, which each Director shall
be entitled to receive for service as a member or as Chairman of any Committee.

ARTICLE IV

OFFICERS

Section 4.1. Number. The officers of the Corporation shall be chosen
by the Board of Directors and shall be a President, one or more Vice
Presidents, a Secretary and a Treasurer. The Board of Directors also may elect
a Chairman of the Board, a Chief Executive Officer and one or more Vice
Chairmen, Assistant Secretaries and Assistant Treasurers. Any number of
offices may be held by the same person. The President and the Chief Executive
Officer, if any, shall be chosen from the members of the Board of Directors,
but no other officer need be a Director of the Corporation.

Section 4.2. Election. Unless otherwise determined by the Board of
Directors, the officers of the Corporation shall be elected by the Board of
Directors at the annual meeting of the Board of Directors, and shall be elected
to hold office until the next succeeding annual meeting of the Board of
Directors. In the event of the failure to elect officers at such annual
meeting, officers may be elected at any regular or special meeting of the Board
of Directors. Each officer shall hold office until his or her successor has
been elected and qualified, or until his or her earlier death, resignation,
retirement or removal.

Section 4.3. Removal and Resignation; Vacancies. Any officer may be
removed for or without cause at any time by the Board of Directors. Any
officer may resign at any time by delivering a written notice of resignation,
signed by such officer, to the Board of Directors, the Chairman of the Board,
the Chief Executive Officer, the President or the Secretary. Unless otherwise
specified

44
<PAGE> 13
therein, such resignation shall take effect upon delivery. Any vacancy
occurring in any office of the Corporation by death, resignation, retirement,
removal or otherwise, may be filled by the Board of Directors, by the Chief
Executive Officer or if there be none, by the President, subject to
ratification by the Board of Directors at its next regular meeting.

Section 4.4. Authority and Duties of Officers. The officers of the
Corporation shall have such authority and shall exercise such powers and
perform such duties as may be specified in these Bylaws, as may be specified
from time to time by the Board of Directors in a resolution that is not
inconsistent with these Bylaws, or as are customarily incident to the
respective officers' offices, except that in any event, each officer shall
exercise such powers and perform such duties as may be required by law.

Section 4.5. Chairman of the Board. The Chairman of the Board shall
preside at all meetings of the stockholders and of the Board of Directors and
shall have such other duties and responsibilities as may be assigned by the
Board of Directors. The Chairman of the Board may delegate to any qualified
person authority to chair any meeting of the stockholders, either on a
temporary or a permanent basis.

Section 4.6. Chief Executive Officer. The Chief Executive Officer
shall be responsible for the active management and direction of the business
and affairs of the Corporation. In case of the inability or failure of the
Chairman of the Board to perform the duties of that office, the Chief Executive
Officer shall perform the duties of the Chairman of the Board, unless otherwise
determined by the Board of Directors.

Section 4.7. President. In the event that no Chief Executive Officer
has been elected by the Board of Directors, the President shall perform the
duties of the Chief Executive Officer, unless otherwise determined by the Board
of Directors.

Section 4.8. Vice Chairman. Any Vice Chairman shall perform such
duties and exercise such powers as may be assigned from time to time by the
Chairman of the Board or the Chief Executive Officer, or if there be no Chief
Executive Officer, by the President.

Section 4.9. Vice President. Each Vice President shall perform such
duties and exercise such powers as may be assigned from time to time by the
Chief Executive Officer, or if there be none, by the President.

Section 4.10. Secretary and Assistant Secretaries. The Secretary
shall have the following powers and duties:

45
<PAGE> 14
(a) The Secretary shall attend all meetings of the stockholders and
of the Board of Directors, shall keep or cause to be kept a record of all
proceedings of such meetings and shall perform like duties for any Committee of
the Board of Directors upon the request of the Chairman of the Board, the Chief
Executive Officer or the President.

(b) The Secretary shall give, or cause to be given, notice of all
meetings of the stockholders and the Board of Directors in accordance with the
provisions of these Bylaws and as required by law.

(c) The Secretary shall be the custodian of the records and of the
seal of the Corporation and cause such seal (or a facsimile thereof) to be
affixed to all certificates representing shares of the Corporation prior to the
issuance thereof and to all instru- ments the execution of which on behalf of
the Corporation under its seal shall have been duly authorized in accordance
with these Bylaws, and when so affixed, the Secretary or any Assistant
Secretary may attest the same.

(d) The Secretary shall properly maintain all books, reports,
statements, certificates and all other documents and records of the Corporation
required by law, the Certificate of Incorporation or these Bylaws, except those
for which some other officer or agent of the Corporation has been made
responsible or is otherwise accountable.

(e) The Secretary shall have charge of the stock books and records of
the Corporation and shall maintain or cause to be maintained the stock transfer
books for shares of stock of the Corporation of each class issued and
outstanding.

(f) The Secretary shall sign certificates representing shares of the
Corporation the issuance of which shall have been authorized by the Board of
Directors.

(g) Any Assistant Secretary shall assist the Secretary in performing
the duties and exercising the authority of the Secretary. In case of the
inability or failure of the Secretary to perform the duties of that office, an
Assistant Secretary shall perform the duties of the Secretary, unless otherwise
determined by the Board of Directors.

Section 4.11. Treasurer and Assistant Treasurers. The Treasurer
shall have the following powers and duties:

(a) The Treasurer shall have charge and supervision over and be
responsible for the moneys, securities, receipts and disbursements of the
Corporation, and shall keep or cause to be kept full and accurate records of
all receipts of the Corporation.

46
<PAGE> 15
(b) The Treasurer shall cause the moneys and other valuable effects
of the Corporation to be deposited in the name and to the credit of the
Corporation in such banks or trust companies or with such bankers or other
depositories as shall be selected in accordance with Section 7.4 of these
Bylaws.

(c) The Treasurer shall cause the moneys of the Corporation to be
disbursed by checks or drafts (signed as provided in Section 7.2 of these
Bylaws) upon the authorized depositaries of the Corporation and cause to be
taken and preserved proper vouchers for all moneys disbursed.

(d) Any Assistant Treasurer shall assist the Treasurer in performing
the duties and exercising the authority of the Treasurer. In case of the
inability or failure of the Treasurer to perform the duties of that office, an
Assistant Treasurer shall perform the duties of the Treasurer, unless otherwise
determined by the Board of Directors.

Section 4.12. Additional Officers. The Board of Directors may
appoint such other officers as it may deem appropriate, and the Chief Executive
Officer or if there be none, the President, may appoint such other officers as
he or she may deem appropriate, subject to ratification by the Board of
Directors at its next regular meeting. Such other officers shall hold their
offices for such terms and shall exercise such powers and perform such duties
as may be determined from time to time by the Board of Directors, the Chief
Executive Officer, or if there be none, the President. The Board of Directors
from time to time may delegate to any officer the power to appoint subordinate
officers and to prescribe their respective rights, terms of office, authorities
and duties. Any such officer may remove any such subordinate officer appointed
by him or her, for or without cause.

Section 4.13. Security. The Board of Directors may require any
officer, agent or employee of the Corporation to provide security for the
faithful performance of his or her duties, in such amount and of such character
as may be determined from time to time by the Board of Directors.

ARTICLE V

CAPITAL STOCK

Section 5.1. Certificates of Stock; Uncertificated Shares. The
shares of the Corporation shall be represented by certificates, provided that
the Board of Directors may provide by resolution or resolutions that some or
all of any or all classes or series of the stock of the Corporation shall be
uncertificated shares. Any such resolution shall not apply to shares
represented by a certificate until such certificate is surrendered to the
Corporation. Notwithstanding the adoption of such a resolution by the Board of
Directors, every holder of stock in the

47
<PAGE> 16
Corporation represented by certificates and upon request every holder of
uncertificated shares shall be entitled to have a certificate signed by, or in
the name of the Corporation, by the Chief Executive Officer or the President,
and by the Secretary or an Assistant Secretary, representing the number of
shares registered in certificate form. Such certificate shall be in such form
as the Board of Directors may determine, to the extent consistent with
applicable law, the Certificate of Incorporation and these Bylaws.

Section 5.2. Lost, Stolen or Destroyed Certificates. The Secretary
may direct that a new certificate be issued in place of any certificate
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, upon delivery to the Secretary of an affidavit of the owner or
owners of such certificate, setting forth such allegation. The Secretary may
require the owner of such lost, stolen or destroyed certificate, or his or her
legal representative, to give the Corporation a bond sufficient to indemnify it
against any claim that may be made against it on account of the alleged loss,
theft or destruction of any such certificate or the issuance of any such new
certificate.

Section 5.3. Transfer of Stock. Upon surrender to the Corporation or
the transfer agent of the Corporation of a certificate for shares, duly
endorsed or accompanied by appropriate evidence of succession, assignment or
authority to transfer, the Corporation shall issue a new certificate to the
person entitled thereto, cancel the old certificate and record the transaction
upon its books. Within a reasonable time after the transfer of uncertificated
stock, the Corporation shall send to the registered owner thereof a written
notice containing the information required to be set forth or stated on
certificates pursuant to the General Corporation Law of the State of Delaware.
Subject to the provisions of the Certificate of Incorporation and these Bylaws,
the Board of Directors may prescribe such additional rules and regulations as
it may deem appropriate relating to the issue, transfer and registration of
shares of the Corporation.

Section 5.4. Record Date. In order to determine the stock- holders
entitled to notice of or to vote at any meeting of stock- holders or any
adjournment thereof, the Board of Directors may fix, in advance, a record date,
which record date shall not precede the date on which the resolution fixing the
record date is adopted by the Board of Directors, and which shall not be more
than sixty nor less than ten days before the date of such meeting. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting,
provided, however, that the Board of Directors may fix a new record date for
the adjourned meeting.

In order that the Corporation may determine the stockholders entitled
to receive payment of any dividend or other distribution or allotment of any
rights, or the stockholders entitled to exercise any rights in respect of any
change, conversion or exchange or stock, or for the purpose of any other lawful
action,

48
<PAGE> 17
the Board of Directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted,
and which record date shall be not more than sixty days prior to such action.
If no record date is fixed, the record date for determining stockholders for
any such purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto.

Section 5.5. Transfer Agent and Registrar. The Board of Directors,
the Chief Executive Officer, the President or the Secretary may appoint one or
more transfer agents and one or more registrars, and may require all
certificates representing shares to bear the signature of any such transfer
agents or registrars.

ARTICLE VI

OFFICES

Section 6.1. Registered Office. The registered office of the
Corporation in the State of Delaware shall be located at Corporation Trust
Center, 1209 Orange Street in the City of Wilmington, County of New Castle.

Section 6.2. Other Offices. The Corporation may maintain offices or
places of business at such other locations within or without the State of
Delaware as the Board of Directors may from time to time determine or as the
business of the Corporation may require.

ARTICLE VII

GENERAL PROVISIONS

Section 7.1. Dividends. Subject to any applicable provisions of law
and the Certificate of Incorporation, dividends upon the outstanding shares of
capital stock of the Corporation may be declared by the Board of Directors at
any regular or special meeting of the Board of Directors, and any such dividend
may be paid in cash, property, or shares of the Corporation's capital stock.

Section 7.2. Execution of Instruments. The Chief Executive Officer,
the President, any Vice Chairman, any Vice President, the Secretary or the
Treasurer may enter into any contract or execute and deliver any instrument in
the name and on behalf of the Corporation. The Board of Directors, the Chief
Executive Officer or the President may authorize any other officer to enter
into any contract or execute and deliver any instrument in the name and on
behalf of the Corporation. Any such authorization may be general or limited to
specific contracts or instruments.

49
<PAGE> 18
Section 7.3. Corporate Indebtedness. No loan shall be contracted on
behalf of the Corporation, and no evidence of indebtedness shall be issued in
its name, unless authorized by the Board of Directors, the Chief Executive
Officer, the President or any Vice Chairman. Such authorization may be
general or confined to specific instances. Loans so authorized may be effected
at any time for the Corporation from any bank, trust company or other
institution, or from any firm, corporation or individual. All bonds,
debentures, notes and other obligations or evidences of indebtedness of the
Corporation issued for such loans shall be made, executed and delivered as the
Board of Directors, the Chief Executive Officer, the President or any Vice
Chairman shall authorize. When so authorized by the Board of Directors, the
Chief Executive Officer, the President or any Vice Chairman, any part of or all
the properties, including contract rights, assets, business or goodwill of the
Corporation, whether then owned or thereafter acquired, may be mortgaged,
pledged, hypothecated or conveyed or assigned in trust as security for the
payment of such bonds, debentures, notes and other obligations or evidences of
indebtedness of the Corporation, and of the interest thereon, by instruments
executed and delivered in the name of the Corporation.

Section 7.4. Deposits. Any funds of the Corporation may be deposited
from time to time in such banks, trust companies or other depositaries as may
be determined by the Board of Directors, the Chief Executive Officer, the
President or any Vice Chairman, or by such officers as may be authorized by the
Board of Directors, the Chief Executive Officer or the President to make such
determination.

Section 7.5. Sale, Transfer, etc. of Securities. To the extent
authorized by the Board of Directors, by the Chief Executive Officer or by the
President, any Vice President, the Secretary, the Treasurer or any other
officers designated by the Board of Directors, the Chief Executive Officer or
the President may sell, transfer, endorse, and assign any shares of stock,
bonds or other securities owned by or held in the name of the Corporation, and
may make, execute and deliver in the name of the Corporation, under its
corporate seal, any instruments that may be appropriate to effect any such
sale, transfer, endorsement or assignment.

Section 7.6. Voting as Stockholder. Unless otherwise determined by
resolution of the Board of Directors, the Chief Executive Officer, the
President, any Vice President or the Secretary shall have full power and
authority on behalf of the Corporation to attend any meeting of stockholders of
any corporation in which the Corporation may hold stock, and to act, vote (or
execute proxies to vote) and exercise in person or by proxy all other rights,
powers and privileges incident to the ownership of such stock. Such officers
acting on behalf of the Corporation shall have full power and authority to
execute any instrument expressing consent to or dissent from any action of any
such corporation without a meeting. The Board of Directors may by resolution
from time to time confer such power and authority upon any other person or
persons.

50
<PAGE> 19
Section 7.7. Fiscal Year. The fiscal year of the Corporation shall
commence on January 1 of each year and shall terminate on December 31.

Section 7.8. Seal. The seal of the Corporation shall be circular in
form and shall contain the name of the Corporation, the year of its
incorporation and the words "Corporate Seal" and "Delaware." The form of such
seal shall be subject to alteration by the Board of Directors. The seal may be
used by causing it or a facsimile thereof to be impressed, affixed or
reproduced, or may be used in any other lawful manner.

ARTICLE VIII

AMENDMENT OF BYLAWS

Section 8.1. Amendment. These Bylaws may be amended, altered or
repealed:

(a) by resolution adopted by a majority of the Board of Directors at
any special or regular meeting of the Board if, in the case of such special
meeting only, notice of such amendment, alteration or repeal is contained in
the notice or waiver of notice of such meeting; or

(b) at any regular or special meeting of the stockholders if, in the
case of such special meeting only, notice of such amendment, alteration or
repeal is contained in the notice or waiver of notice of such meeting.

ARTICLE IX

BUSINESS COMBINATIONS

Section 9.1. Business Combinations. Pursuant to authority granted in
subsection (b)(2) of Section 203 of subchapter VI, Chapter 1, Title 8 of the
Delaware Code Relating to the General Corporate Law, the Board of Directors
elects not to be governed by the aforesaid Section 203 entitled "Business
Combinations with Interested Stockholders."

ARTICLE X

CONSTRUCTION

Section 10.1. Construction. In the event of any conflict between the
provisions of these Bylaws as in effect from time to time and the provisions of
the

51
<PAGE> 20
Certificate of Incorporation of the Corporation as in effect from time to time,
the provisions of such Certificate of Incorporation shall be controlling.

<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 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

October 10, 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 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

October 8, 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
Registration Statement on Form S-3 of Quaker State Corporation dated October 10,
1996.

ERNST & YOUNG LLP

/s/ Ernst & Young LLP

White Plains, New York

October 10, 1996.