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Pennzoil-Quaker State Announces Three Int'l Expansion Initiatives

5 June 2000

    HOUSTON - Pennzoil-Quaker State Company announced today the recent 
completion of three international expansion initiatives.  In March of this 
year, Pennzoil-Quaker State Company acquired its joint venture partners' 22.51% 
interest in Pennzoil Products South Africa Ltd., making the Johannesburg-based 
South African company a 100 percent wholly owned subsidiary.  Prior to the 
acquisition, Pennzoil-Quaker State Company owned a 77.49 percent controlling 
interest in the company.

    Peter Wall, managing director of Pennzoil Products South Africa (PTY) Ltd.
said, "Since its formation in 1996, Pennzoil Products South Africa has
experienced exciting growth.  This acquisition creates an excellent
opportunity to accelerate that growth in all of our automotive consumer
products categories."

    Pennzoil Products South Africa (PTY) markets literally hundreds of
automotive consumer products, encompassing nearly a dozen different Pennzoil-
Quaker State brands.

    In another transaction, Pennzoil-Quaker State Company recently acquired
the distribution rights for Slick 50(R) branded products in the territory of
Spain from their former distributor.  Madrid-based Pennzoil-Quaker State
Mediterranean, a wholly owned subsidiary of Pennzoil-Quaker State Company,
will manage sales and marketing of the Slick 50(R) brand.

    Slick 50(R) is among the top selling premium engine additives in Spain.
Since the introduction of Slick 50(R) in Spain several years ago, the brand
has experienced significant market share growth.  "To fuel our already growing
market share growth, increased marketing efforts will be fully supported by
the marketing team at our European headquarters in Bishops Stortford, U.K.,"
said John Kegg, vice president Europe/Middle East/Africa operations.  "With
our many brands, Pennzoil-Quaker State Mediterranean can now offer the
Spanish/Portuguese automotive aftermarket community true, one-stop shopping."

    The third transaction took place in Puerto Rico in early May, where
Pennzoil-Quaker State Company acquired island-wide distribution rights for
Pennzoil(R) branded products from their former distributor.  An office has
been established in San Juan and will house the headquarters of Pennzoil-
Quaker State Puerto Rico Corporation, a wholly owned subsidiary of Pennzoil-
Quaker State Company.

    Sales and marketing of the Pennzoil(R) brand will be managed locally under
the guidance of Houston-based Jack Brammell, vice president Latin America.
"The Puerto Rico sales and marketing team will initially focus on further
expanding Pennzoil's already number one market share position in passenger car
motor oil," said Brammell.  "It's an exciting time for Pennzoil-Quaker State
in Puerto Rico.  Our direct sales and marketing position on the island will
allow us to provide excellent service to our long-time and appreciated
customer base, as well as expand into new business opportunities."

    In addition to the Pennzoil(R) brand, the Pennzoil-Quaker State Puerto
Rico's sales and marketing team will also market the company's control brands,
which are less known but have the quality one would expect from the makers of
America's number one and number two selling motor oil brands.  The telephone
number for the new operation is toll-free 1-800-676-4539 or locally
787-782-7406.

    Carlos Alcantara, president of Pennzoil-Quaker State Company's
international operations said, "These international initiatives are three
additional steps in our international expansion strategy.  They will
contribute to our corporate vision of becoming consumers' first choice for
automotive products and services that enhance the car and the driving
experience."

    Pennzoil-Quaker State Company is a leading worldwide automotive consumer
products company, marketing over 1,300 products with 20 leading brands in more
than 50 countries.  The company markets Pennzoil(R) and Quaker State(R) brand
motor oils, the number one and number two selling motor oils in the United
States.  Jiffy Lube, a wholly owned subsidiary of Pennzoil-Quaker State
Company, is the world's largest fast lube operator and franchiser.  Pennzoil-
Quaker State Company also markets a complete line of automotive car care
products including Axius(R) auto accessories, Blue Coral(R) and Classic(R)
waxes and washes, Black Magic(R) and Westley's(R) tire and wheel care
products, Fix-A-Flat(R) tire sealants, Medo(R) air fresheners, Rain-X(R) glass
treatments, Gumout(R), Snap(R) and The Outlaw(R) maintenance chemicals and
Slick 50(R) engine treatments.  The company recently introduced Pennzoil
Roadside(TM) Rescue(R) Emergency Fuel Additive, a safe, conveniently packaged
emergency fuel additive that transports out-of-gas vehicles about 10 miles
from the side of the road to safety.