<PAGE> 1
QUAKER STATE CORPORATION
225 East John Carpenter Freeway
Irving, Texas 75062
December 29, 1998
The Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street
Washington, D.C. 20549
Re: Registration Statement on Form S-3
(Registration No. 333-33133) of Quaker State Corporation
Ladies and Gentlemen:
Pursuant to Rule 477 promulgated under the Securities Act of 1933,
Quaker State Corporation (the "Company") respectfully requests permission to
withdraw from registration its Registration Statement on Form S-3 (Registration
No. 333-33133) (the "Registration Statement"), originally filed April 7, 1997.
The reason for the request is that the Company has entered into an Agreement and
Plan of Merger pursuant to which, among other things, a wholly-owned subsidiary
of Pennzoil Company will be merged with and into the Company and the Company
will thereby become a wholly-owned subsidiary of Pennzoil Company (collectively,
the "Merger"). Pennzoil and the Company do not anticipate using the Registration
Statement to issue securities of the Company following the consummation of the
Merger.
The Company respectfully requests that the Securities and Exchange
Commission, in accordance with Rule 477, consent to the withdrawal of the
Registration Statement and enter an order granting such withdrawal.
Very truly yours,
QUAKER STATE CORPORATION
By: /s/ CONRAD A. CONRAD
---------------------------------
Conrad A. Conrad
Vice Chairman
cc: H. Roger Schwall
Elizabeth Quigley
Alan Morris
Paul E. Konney
Richard Winkler
Jeffrey A. Chapman
