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Pennzoil Board of Directors Establishes Record Date for Spin-Off    

3 December 1998

Pennzoil Board of Directors Establishes Record Date for Spin-Off    

    HOUSTON, Dec. 2 -- Pennzoil Company announced
today that its board of directors has established the close of business on
December 10, 1998 as the record date for shareholders to participate in the
division of shares created by the pending spin-off of Pennzoil's
manufacturing, marketing and fast oil change businesses (Pennzoil Products
Group).
    Pennzoil will spin-off Pennzoil Products Group on December 30, 1998.
Immediately thereafter, Pennzoil Products Group will merge with all of Quaker
State Corporation .
    The newly merged company, to be named Pennzoil-Quaker State Company, will
be a premier automotive consumer products company.  Pennzoil Company
shareholders will receive one share of Pennzoil-Quaker State common stock for
each share of Pennzoil Company common stock held.  Quaker State shareholders
will receive .8204 share of Pennzoil-Quaker State for each share of Quaker
State Corporation common stock held.  Pennzoil-Quaker State will trade on the
New York Stock Exchange with the symbol PZL.
    Pennzoil shareholders will continue to own their shares of Pennzoil
Company, which will be renamed PennzEnergy Company and be one of the largest
U.S. independent exploration and production companies.  PennzEnergy will trade
on the New York Stock Exchange with the symbol PZE.
    Pennzoil Company shareholders and former Quaker State Corporation
shareholders will own about 61.5 percent and 38.5 percent, respectively, of
Pennzoil-Quaker State Company, which will have approximately 77.7 million
shares outstanding.
    Pennzoil Company explores for and produces crude oil and natural gas,
manufactures and markets premium quality lubricants, including America's top
selling motor oil, markets a variety of leading car care products, and is the
parent company of Jiffy Lube International, the world's largest franchiser of
fast oil change centers.