content: <PAGE>   1
       As filed with the Securities and Exchange Commission on May 22, 1998.
                                                       Registration No. 333-_____
  
  ===============================================================================
  
  
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                   --------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        Under
                             THE SECURITIES ACT OF 1933
  
                                   --------------
  
                              QUAKER STATE CORPORATION
               (Exact name of registrant as specified in its charter)
  
              DELAWARE                                           25-0742820
  (State or other jurisdiction of                             (I.R.S. Employer
  incorporation or organization)                             Identification No.)
  
   225 EAST JOHN CARPENTER FREEWAY
            IRVING, TEXAS                                         75062
  (Address of Principal Executive Offices)                     (Zip Code)
  
                       NON-EMPLOYEE DIRECTORS RESTRICTED STOCK
                              (Full title of the plan)
  
                                   --------------
  
                                PAUL E. KONNEY, ESQ.
                SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                              QUAKER STATE CORPORATION
                           225 EAST JOHN CARPENTER FREEWAY
                                 IRVING, TEXAS 75062
                                   (972) 868-0400
              (Name, address and telephone number of agent for service)
  
                                   --------------
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  =========================================================================================================================
             Title of                                                 Proposed             Proposed
            securities                           Amount                maximum              maximum            Amount of
               to be                              to be            offering price          aggregate         registration
            registered                         registered             per share         offering price            fee
  -------------------------------------------------------------------------------------------------------------------------
  <S>                                         <C>                     <C>                   <C>                 <C>
  Capital Stock, par value
       $1.00 per share...................      65,383 shs.            $17.7813(1)           $1,162,595         $342.97
                                               ------                 -------               ---------          ------
  Rights to purchase Capital
       Stock.............................        (2)                    (2)                    (2)               (2)
  =========================================================================================================================
  </TABLE>
  
  (1) Estimated solely for the purpose of calculating the registration fee in
  accordance with Rules 457(h) and 457(c) on the basis of the average of the high
  and low sale prices for the Capital Stock as reported in the New York Stock
  Exchange Composite Transactions Listing for May 19, 1998, as quoted in The Wall
  Street Journal. 
  (2) Such number of Rights as are associated with the shares of Capital Stock
  registered hereby from time to time pursuant to the terms of the Registrant's
  Stockholder Rights Plan. Initially the Rights are attached to and trade with the
  shares of Capital Stock. Pursuant to Rule 457, no additional registration fee is
  required for the Rights.
  
  ===============================================================================
  <PAGE>   2
   
  PROSPECTUS
   
                              QUAKER STATE CORPORATION
   
                           65,383 SHARES OF CAPITAL STOCK
   
       This Prospectus relates to the offering by the selling stockholders
  identified herein (the "Selling Stockholders") of up to an aggregate of 65,383
  shares of capital stock, par value $1.00 per share (the "Capital Stock"), of
  Quaker State Corporation, a Delaware corporation (the "Company"). The shares of
  Capital Stock offered hereby (the "Offered Securities") were awarded on May 15,
  1998, by the Company's Board of Directors. See "Selling Stockholders" and "Plan
  of Distribution" for information relating to the Selling Stockholders and this
  offering.
   
       The Offered Securities may be sold from time to time pursuant to this
  Prospectus by the Selling Stockholders. The Offered Securities may be sold by
  the Selling Stockholders in ordinary brokerage transactions, in transactions in
  which brokers solicit purchases, in negotiated transactions, or in a combination
  of such methods of sale, at market prices prevailing at the time of sale, at
  prices relating to such prevailing market prices or at negotiated prices. See
  "Plan of Distribution." The distribution of the Offered Securities is not
  subject to any underwriting agreement. The Company will receive no part of the
  proceeds of sales from the offering by the Selling Stockholders. All expenses of
  registration incurred in connection with this offering are being borne by the
  Company. None of the Offered Securities have been registered prior to the filing
  of the Registration Statement of which this Prospectus is a part.
   
       The Capital Stock is traded on the NYSE under the symbol "KSF." On May 20,
  1998, the last reported sale price of the Capital Stock on the NYSE was $17 9/16
  per share.
   
                               ---------------------
   
    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 May 22, 1998
  <PAGE>   3
   
                               AVAILABLE INFORMATION
   
       The Company is subject to the information requirements of the Exchange Act
  and in accordance therewith files reports, proxy statements and other
  information with the SEC, which can be inspected and copied at the public
  reference facilities maintained by the SEC at Room 1024, 450 Fifth Street, N.W.,
  Washington, D.C. 20549, and at the regional offices of the SEC at 7 World Trade
  Center, Suite 1300, New York, New York 10048, and 500 West Madison Street, Suite
  1400, Chicago, Illinois 60611. Copies of these materials can be obtained at
  prescribed rates from the Public Reference Section of the SEC at 450 Fifth
  Street, N.W., Washington, D.C. 20549. These reports, proxy statements and other
  information may also be obtained without charge from the web site that the SEC
  maintains at http://www.sec.gov. These reports, proxy statements and other
  information also may be inspected at the offices of the Nasdaq National Market
  System, Report Section, 1735 K Street, N.W., Washington, D.C. 20006.
   
       This Prospectus constitutes a part of a Registration Statement on Form S-8
  (together with all amendments, the "Registration Statement") that the Company
  has filed with the SEC under the Securities Act. This Prospectus does not
  contain all the information set forth in the Registration Statement, certain
  parts of which are omitted in accordance with the rules and regulations of the
  SEC. For further information with respect to the Company and the Capital Stock,
  reference is made to the Registration Statement and to the exhibits thereto.
  Statements contained herein concerning the provisions of certain documents are
  not necessarily complete, and in each instance, reference is made to the copy of
  the document filed as an exhibit to the Registration Statement or otherwise
  filed with the SEC. Each such statement is qualified in its entirety by that
  reference.
   
                  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
   
       The following documents have been filed by the Company with the SEC and are
  incorporated by reference into this Prospectus, and shall be deemed to be a part
  hereof:
   
       (1) The Company's Annual Report on Form 10-K for the fiscal year ended
           December 31, 1997;
   
       (2) The Company's Current Report on Form 8-K/A-2 dated October 10, 1996;
   
       (3) The Company's Current Report on Form 8-K dated November 3, 1997;
   
       (4) The Company's Current Report on Form 8-K dated April 14, 1998;
   
       (5) The Company's Registration Statement on Form 8-A/A filed with the
           Commission on April 21, 1998; and
   
       (6) The description of the Company's Capital Stock contained in the section
           entitled "Description of Capital Stock" contained in the Company's
           Current Report on Form 8-K filed with the Commission on November 12,
           1996, including any amendment or report filed for the purpose of
           updating such description.
   
       All documents filed by the Company pursuant to Section 13(a), 14 or 15(d)
  of the Exchange Act subsequent to the date of this Prospectus and prior to the
  termination of the offering made hereby shall be deemed to be incorporated by
  reference into this Prospectus and to be a part hereof from the date of the
  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 subsequently filed document that also is or
  is deemed to be incorporated by reference herein or in any Prospectus Supplement
  modifies or supersedes such statement. Any statement so modified or superseded
  shall not be deemed to constitute a part of this Prospectus, except as so
  modified or superseded.
   
       The Company will provide without charge to each person to whom a copy of
  this Prospectus has been delivered, on the written or oral request of any
  person, a copy of any or all of the documents referred to above that have been
  or may be incorporated by reference into this Prospectus, other than exhibits to
  the documents
   
                                          2
  <PAGE>   4
   
  (unless the exhibits are specifically incorporated by reference into the
  documents). Written or telephone request for the copies should be directed to
  General Counsel, Quaker State Corporation, 225 E. John Carpenter Freeway,
  Irving, Texas 75062, and its telephone number at those offices is (972)
  868-0400.
   
                                    THE COMPANY
   
       Quaker State Corporation is a leading marketer of branded and private label
  lubricants, lubricant services and consumer branded automotive aftermarket
  products. 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.
   
                             FORWARD LOOKING STATEMENTS
   
       From time to time, the Company may make statements which constitute or
  contain "forward-looking" information as that term is defined in the Private
  Securities Litigation Reform Act of 1995 or by the Securities and Exchange
  Commission in its rules, regulations and releases. The Company cautions
  investors that any such forward-looking statements made by the Company are not
  guarantees of future performance and that actual results may differ materially
  from those in the forward-looking statements. The following are some of the
  factors that could cause actual results to differ materially from estimates
  contained in the Company's forward-looking statements:
   
       - The pattern of the Company's sales, including variations in sales volume
         within periods and sales to significant customers, which makes
         forward-looking statements about sales and earnings difficult and may
         result in the variance of actual results from those contained in
         statements made at any time prior to any given period's close;
   
       - The Company's ability to develop, produce and market new and innovative
         products and services on which future operating results depend. There are
         a number of risks inherent in these activities, including technological
         changes, manufacturing facility capacity, availability of raw materials
         and critical manufacturing equipment, changing customer needs and
         competitive reactions;
   
       - Vigorous competition within the Company's product markets, including
         pricing and promotional, advertising or other activities in order to
         preserve or gain market share in any segment, the timing and intensity of
         which cannot be foreseen;
   
       - Global or regional economic factors and potential changes in laws and
         regulations affecting the Company's various businesses in over 75
         countries around the world, including changes in product mix, currency
         exchange rate fluctuations, changes in monetary policy and tariffs, and
         federal, state and international laws regulating the environment, which
         could impact the Company's financial condition and results of operations;
   
       - The market price of the Capital Stock or other securities of the Company,
         which could be subject to fluctuation in response to quarterly variations
         in operating results, changes in analysts' earnings estimates, market
         conditions, press releases issued by the Company, and general economic
         conditions and other factors external to the Company, thereby affecting
         the availability of capital to the Company;
   
       - The impact of special charges resulting from ongoing evaluation of
         business strategies, asset valuations and organizational and corporate
         structures, and the implementation of restructuring plans, including new
         computer and logistics systems;
   
       - The costs, effects and liabilities associated with legal, regulatory or
         administrative proceedings and any required remedial action, anticipated
         or unanticipated;
   
       - Real estate costs and the Company's ability to negotiate effectively
         based on competitive factors, which could cause the number of new Q Lube
         facilities to differ from the number projected and could affect expenses
         in other segments; and
   
                                          3
  <PAGE>   5
   
       - Significant competitive pricing pressures and intense competition for
         qualified, skilled employees, which could affect profitability,
         productivity and/or expenses.
   
                                SELLING STOCKHOLDERS
   
       The following table sets forth the name of the Selling Stockholders and (i)
  the number of shares of Capital Stock owned by the Selling Stockholders as of
  the effective date of the Registration Statement of which this Prospectus forms
  a part, (ii) the maximum number of shares of Capital Stock which may be offered
  for the account of the Selling Stockholders under this Prospectus, and (iii) the
  amount and percentage of Capital Stock to be owned by the Selling Stockholders
  after the completion of this offering assuming the sale of all the Capital Stock
  which may be offered hereunder.
   
  <TABLE>
  <CAPTION>
                                                                                  AMOUNT AND PERCENTAGE
                                                                                  OF CAPITAL STOCK OWNED
                                                                                    AFTER THE OFFERING
                                                PRIOR TO        WHICH MAY BE     ------------------------
             SELLING STOCKHOLDERS              OFFERING(1)     SOLD HEREUNDER    AMOUNT(1)     PERCENTAGE
             --------------------              -----------     --------------    ---------     ----------
  <S>                                          <C>             <C>               <C>           <C>
  Leonard M. Carroll.........................     8,937(2)         7,360           8,937(2)        *
  Laurel Cutler..............................     5,000(3)         8,623           5,000(3)        *
  C. Frederick Fetterolf.....................     7,000(4)         9,800           7,000(4)        *
  Thomas A. Gardner..........................     9,327(5)         9,846           9,327(5)        *
  F. William Grube...........................    23,000(6)         7,294          23,000(6)        *
  Forrest R. Haselton........................     7,923(7)         6,004           7,923(7)        *
  Raymond A. Ross, Jr........................     8,100(8)         7,713           8,100(8)        *
  Lorne R. Waxlax............................    26,087(9)         8,745          26,087(9)        *
  </TABLE>
   
  ---------------
   
    * Less than 1%
   
  (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 that follow.
   
  (2) Includes 4,000 shares which may be acquired by Mr. Carroll upon the exercise
      of stock options which are presently exercisable or become exercisable
      within 60 days after March 17, 1998.
   
  (3) Includes 4,000 shares which may be acquired by Ms. Cutler upon the exercise
      of stock options which are presently exercisable or become exercisable
      within 60 days after March 17, 1998.
   
  (4) Includes 4,000 shares which may be acquired by Mr. Fetterolf upon the
      exercise of stock options which are presently exercisable or become
      exercisable within 60 days after March 17, 1998. Does not include 3,933
      shares of deferred Capital Stock held for Mr. Fetterolf under the Directors'
      Plan, as of March 17, 1998.
   
  (5) Includes 4,000 shares which may be acquired by Mr. Gardner upon the exercise
      of stock options which are presently exercisable or become exercisable
      within 60 days after March 17, 1998.
   
  (6) Includes 3,000 shares which may be acquired by Mr. Grube upon the exercise
      of stock options which are presently exercisable or become exercisable
      within 60 days after March 17, 1998. Includes 20,000 shares held jointly by
      Mr. Grube with his spouse.
   
  (7) Includes 3,000 shares which may be acquired by Mr. Haselton upon the
      exercise of stock options which are presently exercisable or become
      exercisable within 60 days after March 17, 1998.
   
  (8) Includes 4,000 shares which may be acquired by Mr. Ross upon the exercise of
      stock options which are presently exercisable or become exercisable within
      60 days after March 17, 1998.
   
  (9) Includes 3,000 shares which may be acquired by Mr. Waxlax upon the exercise
      of stock options which are presently exercisable or become exercisable
      within 60 days after March 17, 1998.
   
                                          4
  <PAGE>   6
   
                                PLAN OF DISTRIBUTION
   
       The Offered Securities may be sold from time to time directly by the
  Selling Stockholders. The Offered Securities may also be sold by the Selling
  Stockholders in (a) ordinary brokerage transactions and in transactions in which
  brokers solicit purchasers, (b) sales to a broker or dealer as principal and
  resales by such broker or dealer for its own account pursuant to this Prospectus
  or (c) in a combination of such methods of sale, at market prices and other
  terms prevailing at the time of sale, at prices related to such prevailing
  market prices or at negotiated prices. The Offered Securities may be sold on any
  national securities exchange or automated interdealer quotation system on which
  shares of Capital Stock are then listed, through negotiated transactions or
  otherwise. Brokers, dealers and agents who participate in the sale of the
  Offered Securities may receive compensation in the form of underwriting
  discounts, concessions or commissions from the Selling Stockholders and/or
  purchasers of the Offered Securities for whom they may act as agent. The Selling
  Stockholders and any brokers, dealers or agents that participate in the
  distribution of the Offered Securities might be deemed to be "underwriters"
  within the meaning of the Securities Act, and any profit on the sale of such
  Offered Securities and any discounts, commissions or concessions received by any
  such brokers, dealers or agents might be deemed to be underwriting discounts and
  commissions under the Securities Act. At the time a particular offer of any of
  the Offered Securities is made by the Selling Stockholders, to the extent
  required pursuant to the Securities Act, a supplement to this Prospectus will be
  distributed which describes the method of sale in greater detail. In addition,
  any Offered Securities which qualify for sale pursuant to Rule 144 under the
  Securities Act may be sold under Rule 144 rather than pursuant to this
  Prospectus.
   
       The Selling Stockholders will pay their costs and expenses of selling the
  shares of Capital Stock offered hereunder, including commissions and discounts
  of underwriters, brokers, dealers or agents, and the Company will pay the costs
  and expenses incident to its registration and qualification of the Capital Stock
  offered hereby, including registration and filing fees.
   
       The Selling Stockholders may indemnify any broker-dealer that participates
  in transactions involving the sale of shares of Capital Stock against certain
  liabilities, including liabilities under the Securities Act.
   
       There can be no assurance that the Selling Stockholders will sell any or
  all of the shares of Capital Stock offered by them hereunder.
   
                                  USE OF PROCEEDS
   
       The Company will not receive any of the proceeds from the sale of the
  Offered Securities by the Selling Stockholders.
   
                                   LEGAL MATTERS
   
       The validity of the Capital Stock offered hereby has been passed upon for
  the Company by Vinson & Elkins L.L.P., Dallas, Texas.
   
                                      EXPERTS
   
       The consolidated financial statements and related schedule of the Company
  included in the Company's annual report on Form 10-K for the year ended December
  31, 1997, incorporated by reference herein and in the Registration Statement
  have been audited by Coopers & Lybrand L.L.P., independent accountants, to the
  extent and for the periods indicated in their reports, and have been
  incorporated by reference herein and in the Registration Statement in reliance
  upon the authority of that firm as experts in accounting and auditing.
   
                                          5
  <PAGE>   7
   
  ======================================================
   
       NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
  INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
  INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
  INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
  BY THE COMPANY OR ANY OF THE UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE
  AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE SHARES BY ANYONE IN
  ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN
  WHICH THE PERSON MAKING THE OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR
  TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER
  THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL CREATE ANY
  IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
  SUBSEQUENT TO ITS DATE.
   
                               ---------------------
   
                                 TABLE OF CONTENTS
   
  <TABLE>
  <S>                                        <C>
  Available Information....................   2
  Incorporation of Certain Information by
    Reference..............................   2
  The Company..............................   3
  Forward Looking Statements...............   3
  Selling Stockholders.....................   4
  Plan of Distribution.....................   5
  Use of Proceeds..........................   5
  Legal Matters............................   5
  Experts..................................   5
  </TABLE>
   
  ======================================================
  ======================================================
   
                                   65,383 SHARES
   
                              QUAKER STATE CORPORATION
   
                                   CAPITAL STOCK
                                --------------------
   
                                     PROSPECTUS
                                --------------------
   
                                    MAY 22, 1998
  ======================================================
  <PAGE>   8
                                      PART II.
                               INFORMATION REQUIRED IN
                               REGISTRATION STATEMENT
  
  
  ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  
           There are incorporated herein by reference the following documents
  filed by the registrant with the Securities and Exchange Commission (File No.
  1-2677):
  
                    (a) The Company's Annual Report on Form 10-K for the fiscal 
           year ended December 31, 1997;
  
                    (b) The Company's Current Report on Form 8-K/A-2 dated 
           October 10, 1996;
  
                    (c) The Company's Current Report on Form 8-K dated November
           3, 1997;
  
                    (d) The Company's Current Report on Form 8-K dated April 14,
           1998;
  
                    (e) The Company's Registration Statement on Form 8-A/A filed
           with the Commission on April 21, 1998; and
  
                    (f) The description of the Company's Capital Stock contained
           in the section entitled "Description of Capital Stock" contained in the
           Company's Current Report on Form 8-K filed with the Commission on
           November 12, 1996, including any amendment or report filed for the
           purpose of updating such description.
  
           All documents subsequently filed by the registrant pursuant to Sections
  13(a), 13(c), 14 or 15(d) of the 1934 Act subsequent to the filing of the annual
  report on Form 10-K referred to in (a) above and prior to the filing of a
  post-effective amendment which indicates that all securities offered hereby have
  been sold or which deregisters all securities then remaining unsold shall be
  deemed to be incorporated by reference in this registration statement and to be
  a part hereof from the date of filing of such documents, except that the
  information included in any document in response to paragraphs (i), (k) or (l)
  of Item 402 of Regulation S-K is not incorporated by reference in this
  registration statement.
  
           Any statement contained in a document incorporated or deemed to be
  incorporated by reference in this registration statement shall be deemed to be
  modified or superseded for purposes of this registration statement to the extent
  that a statement contained in this registration statement or in any subsequently
  filed document which also is or is deemed to be incorporated by reference in
  this registration statement modifies or supersedes such statement. Any statement
  so modified or 
  
  
                                        II-1
  <PAGE>   9
  superseded shall not be deemed, except as so modified or superseded, to 
  constitute a part of this registration statement.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  
  
                                        II-2
  <PAGE>   10
  ITEM 6.  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 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 (i) for any breach of a
  director's duty of loyalty to the corporation or its stockholders, (ii) for acts
  or omissions that are not in good faith or involve intentional misconduct or a
  knowing violation of the law, (iii) under Section 174 of the DGCL or (iv) for
  any transaction from which the director derived an improper personal benefit.
  
           The Certificate of Incorporation of the Company also provides, in
  general, that the Company shall indemnify its officers and directors against
  reasonable expenses and any liability paid or incurred by such person in
  connection with any actual or threatened claim, action, suit or proceeding,
  civil, criminal, administrative, investigative or other, whether brought by or
  in the right of the Company or otherwise, in which he or she may be involved, as
  a party or otherwise, by reason of such person being or having been a director
  or officer of the Company or by reason of the fact that such person is or was
  serving at the request of the Company as a director, officer, employee,
  fiduciary or other representative of another corporation, partnership, joint
  venture, trust, employee benefit plan or other entity, except as prohibited by
  law. Section 145 of the DGCL provides, in general, that each director and
  officer of a corporation may be indemnified against expenses (including
  attorneys' fees, judgments, fines and amounts paid in settlement) actually and
  reasonably incurred in connection with the defense or settlement of any
  threatened, pending or completed legal proceedings in which he or she is
  involved by reason of the fact the 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.
  
  
  
  
                                        II-3
  <PAGE>   11
           The Company has entered into an Indemnification and Insurance Agreement
  with each of its directors (the "Indemnification and Insurance Agreements").
  These agreements provide that the Company must, within 30 days of a request,
  indemnify an officer or director for liabilities incurred to the fullest extent
  permitted by the DGCL. The Company must, within two days of a request, indemnify
  an officer or director for expenses incurred in the defense of a claim or other
  proceeding. The obligation of the Company to provide the indemnification does
  not apply if, before the date on which the Company must provide the
  indemnification, the Company's board of directors, or a representative chosen by
  the board of directors, concludes that indemnification would be improper under
  the DGCL. It is the position of the Commission that indemnification of directors
  and officers for liability under the Securities Act is against public policy and
  unenforceable pursuant to Section 14 of the Securities Act.
  
           The preceding discussion of the registrant's Certificate of
  Incorporation, Section 145 of the DGCL, and the Indemnification and Insurance
  Agreements is not intended to be exhaustive and is qualified in its entirety by
  the Certificate of Incorporation, Section 145 of the DGCL and the
  Indemnification and Insurance Agreements.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  
                                        II-4
  
  <PAGE>   12
  ITEM 8.  EXHIBITS.
  
           The following exhibits are filed as part of this registration
  statement:
  
  
  <TABLE>
  <CAPTION>
  EXHIBIT
    NO.                              DOCUMENT
  -------                            --------
   <S>            <C>
    4.1            Composite Certificate of Incorporation of the registrant
                   containing amendments through May 16, 1997, filed as Exhibit 3
                   to the registrant's Quarterly Report on Form 10-Q for the
                   quarter ended June 30, 1997 and incorporated herein by
                   reference.
  
    4.2            Bylaws of the registrant, as amended and restated effective May
                   15, 1998, filed herewith.
  
    4.3            Rights Agreement, dated as of September 28, 1995, between the
                   registrant and Mellon Securities Trust Company, as Rights
                   Agent, filed as Exhibit 1 to the registrant's Current Report on
                   Form 8-K dated October 20, 1995 and incorporated herein by
                   reference.
  
    4.3(i)         Amendment No. 1 to Rights Agreement, filed as Exhibit 2 to Form
                   8-A/A-1, filed on April 21, 1998 and incorporated herein by
                   reference.
  
    5.1            Opinion of Vinson & Elkins L.L.P. as to the legality of the
                   shares of Capital Stock being registered, filed herewith.
  
   10.1            Form of Non-Employee Director Restricted Stock Agreement, filed
                   herewith.
  
   23.1            Consent of Vinson & Elkins L.L.P., included in Exhibit 5.1,
                   filed herewith.
  
   23.2            Consent of Coopers & Lybrand L.L.P., filed herewith.
  
   24.1            Power of Attorney (set forth on page II-8 of the registration
                   statement).
  </TABLE>
  
  
  
                                        II-5
  <PAGE>   13
  ITEM 9.  UNDERTAKINGS.
  
           (a)   Rule 415 offering.
  
                 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:
  
                                (i) To include any prospectus required by 
                       section 10(a)(3)  of the  Securities Act of 1933 (the 
                       "1933 Act");
  
                               (ii) To reflect in the prospectus any facts or
                       events arising after the effective date of the registration
                       statement (or the most recent post-effective amendment
                       thereof) which, individually or in the aggregate, represent
                       a fundamental change in the information set forth in the
                       registration statement;
  
                              (iii) 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;
  
                 Provided, however, that paragraphs (1)(i) and (1)(ii) do not
                 apply if the information required to be included in a
                 post-effective amendment by those paragraphs is contained in
                 periodic reports filed with or furnished to the Securities and
                 Exchange Commission by the registrant pursuant to section 13 or
                 section 15(d) of the Securities Exchange Act of 1934 (the "1934
                 Act") that are incorporated by reference in the registration
                 statement;
  
                       (2) That, for the purpose of determining any liability
                 under the 1933 Act, each such post-effective amendment 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; and
  
                       (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) Filings incorporating subsequent Exchange Act documents by
  reference.
  
           The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the 1933 Act, each filing of the registrant's
  annual report pursuant to section 13(a) or section 15(d) of the 1934 Act 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.
  
  
                                        II-6
  <PAGE>   14
           (h)   Commission opinion regarding indemnification.
  
           Insofar as indemnification for liabilities arising under the 1933 Act
  may be permitted to directors, officers and controlling persons of the
  registrant pursuant to the provisions described under Item 6 above, 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 1933 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 1933 Act
  and will be governed by the final adjudication of such issue.
  
  
  
                                        II-7
  <PAGE>   15
  
                                     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-8 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 May 19, 1998.
  
                              QUAKER STATE CORPORATION
  
  
                              By: /s/ Herbert M. Baum
                                  ------------------------------
                                  (Herbert M. Baum)
                                  Chairman of the Board and
                                  Chief Executive Officer
  
                                  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-in-fact and agents, with full power
  of substitution and resubstitution, for the undersigned and in the undersigned's
  name, place and stead, in any and all capacities, to sign any and all amendments
  (including post effective amendments) to this Registration Statement, and to
  file same, with all exhibits thereto, and other documents in connection
  therewith, with the Securities and Exchange Commission, granting unto said
  attorneys-in-fact and agents, and each of them, full power and authority to do
  and perform each and every act and thing requisite and necessary to be done, as
  fully to all intents and purposes as the undersigned might or could do in
  person, hereby ratifying and confirming all that said attorneys-in-fact and
  agents or either of them, or their or his substitutes, may lawfully do or cause
  to be done by virtue thereof.
  
           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           5/19/98
  --------------------------------------           Executive Officer and Director
          (Herbert M. Baum)                        (Principal Executive Officer)
  
        /s/ Conrad A. Conrad                       Vice Chairman, Chief Financial         5/19/98
  --------------------------------------           Officer and Director (Principal
           (Conrad A. Conrad)                      Financial Officer)
  
        /s/ Keith S. Krzeminski                    Vice President and Controller          5/19/98
  --------------------------------------           (Principal Accounting Officer)
           (Keith S. Krzeminski)                   
  </TABLE>
  
  
                                        II-8
  <PAGE>   16
  
  <TABLE>
  <CAPTION>
           Name                                    Title                                  Date
  <S>                                             <C>                                     <C>
    /s/ John D. Barr                               Director                               5/19/98
  --------------------------------------           
         (John D. Barr)
  
  
    /s/ Leonard M. Carroll                         Director                               5/19/98
  --------------------------------------           
         (Leonard M. Carroll)
  
  
   /s/ J. Taylor Crandall                          Director                               5/19/98
  --------------------------------------           
        (J. Taylor Crandall)
  
  
    /s/ Laurel Cutler                              Director                               5/19/98
  --------------------------------------           
         (Laurel Cutler)
  
  
     /s/ C. Frederick Fetterolf                    Director                               5/19/98
  --------------------------------------           
          (C. Frederick Fetterolf)
  
  
    /s/ F. William Grube                           Director                               5/19/98
  --------------------------------------           
         (F. William Grube)
  
  
    /s/ Forrest R. Haselton                        Director                               5/19/98
  --------------------------------------           
         (Forrest R. Haselton)
  
  
    /s/ Kenneth Lee                                Director                               5/19/98
  --------------------------------------           
         (Kenneth Lee)
  
  
    /s/ L. David Myatt                             Director                               5/19/98
  --------------------------------------           
         (L. David Myatt)
  
  
    /s/ Raymond A. Ross, Jr.                       Director                               5/19/98
  --------------------------------------           
         (Raymond A. Ross, Jr.)
  
  
    /s/ Lorne R. Waxlax                            Director                               5/19/98
  --------------------------------------           
         (Lorne R. Waxlax)
  </TABLE>
  
  
                                        II-9
  <PAGE>   17
  
                              QUAKER STATE CORPORATION
  
                       NON-EMPLOYEE DIRECTORS RESTRICTED STOCK
  
                                   --------------
  
                               REGISTRATION STATEMENT
                                     ON FORM S-8
  
                                   --------------
  
                                    EXHIBIT INDEX
                      (PURSUANT TO ITEM 601 OF REGULATION S-K)
  
  <TABLE>
  <CAPTION>
  EXHIBIT
    NO.                              DOCUMENT
  --------                           --------
   <S>            <C>
    4.1            Composite Certificate of Incorporation of the registrant
                   containing amendments through May 16, 1997, filed as Exhibit 3
                   to the registrant's Quarterly Report on Form 10-Q for the
                   quarter ended June 30, 1997 and incorporated herein by
                   reference.
  
    4.2            Bylaws of the registrant, as amended and restated effective May
                   15, 1998, filed herewith.
  
    4.3            Rights Agreement, dated as of September 28, 1995, between the
                   registrant and Mellon Securities Trust Company, as Rights
                   Agent, filed as Exhibit 1 to the registrant's Current Report on
                   Form 8-K dated October 20, 1995 and incorporated herein by
                   reference.
  
    4.3(i)         Amendment No. 1 to Rights Agreement, filed as Exhibit 2 to Form
                   8-A/A-1, filed on April 21, 1998 and incorporated herein by
                   reference.
  
    5.1            Opinion of Vinson & Elkins L.L.P. as to the legality of the
                   shares of Capital Stock being registered, filed herewith.
  
   10.1            Form of Non-Employee Director Restricted Stock Agreement, filed
                   herewith.
  
   23.1            Consent of Vinson & Elkins L.L.P., included in Exhibit 5.1,
                   filed herewith.
  
   23.2            Consent of Coopers & Lybrand L.L.P., filed herewith.
  
   24.1            Power of Attorney (set forth on page II-8 of the registration
                   statement).
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 46365}]
metadata_filer: {"company-data": {"conformed-name": "QUAKER STATE CORP", "cik": "0000081381", "assigned-sic": "2911", "irs-number": "250742820", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-53465", "film-number": "98630982"}, "business-address": {"street1": "225 E JOHN CARPENTER FREEWAY", "city": "IRVING", "state": "TX", "zip": "75062-2632", "phone": "9728680400"}, "mail-address": {"street1": "225 E JOHN CARPENTER FREEWAY", "city": "IRVING", "state": "TX", "zip": "75062-2632"}, "former-company": {"former-conformed-name": "QUAKER STATE OIL REFINING CORP", "date-changed": "19870715"}}
text: 1
       As filed with the Securities and Exchange Commission on May 22, 1998.
                                                       Registration No. 333-_____
  
  ===============================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                   --------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        Under
                             THE SECURITIES ACT OF 1933
  
                                   --------------
  
                              QUAKER STATE CORPORATION
               (Exact name of registrant as specified in its charter)
  
              DELAWARE                                           25-0742820
  (State or other jurisdiction of                             (I.R.S. Employer
  incorporation or organization)                             Identification No.)
  
   225 EAST JOHN CARPENTER FREEWAY
            IRVING, TEXAS                                         75062
  (Address of Principal Executive Offices)                     (Zip Code)
  
                       NON-EMPLOYEE DIRECTORS RESTRICTED STOCK
                              (Full title of the plan)
  
                                   --------------
  
                                PAUL E. KONNEY, ESQ.
                SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                              QUAKER STATE CORPORATION
                           225 EAST JOHN CARPENTER FREEWAY
                                 IRVING, TEXAS 75062
                                   (972) 868-0400
              (Name, address and telephone number of agent for service)
  
                                   --------------
  
                           CALCULATION OF REGISTRATION FEE
  =========================================================================================================================
             Title of                                                 Proposed             Proposed
            securities                           Amount                maximum              maximum            Amount of
               to be                              to be            offering price          aggregate         registration
            registered                         registered             per share         offering price            fee
  -------------------------------------------------------------------------------------------------------------------------
  Capital Stock, par value
       $1.00 per share...................      65,383 shs.            $17.7813(1)           $1,162,595         $342.97
                                               ------                 -------               ---------          ------
  Rights to purchase Capital
       Stock.............................        (2)                    (2)                    (2)               (2)
  =========================================================================================================================
  (1) Estimated solely for the purpose of calculating the registration fee in
  accordance with Rules 457(h) and 457(c) on the basis of the average of the high
  and low sale prices for the Capital Stock as reported in the New York Stock
  Exchange Composite Transactions Listing for May 19, 1998, as quoted in The Wall
  Street Journal. 
  (2) Such number of Rights as are associated with the shares of Capital Stock
  registered hereby from time to time pursuant to the terms of the Registrant's
  Stockholder Rights Plan. Initially the Rights are attached to and trade with the
  shares of Capital Stock. Pursuant to Rule 457, no additional registration fee is
  required for the Rights.
  
  ===============================================================================
  2
   
  PROSPECTUS
   
                              QUAKER STATE CORPORATION
   
                           65,383 SHARES OF CAPITAL STOCK
   
       This Prospectus relates to the offering by the selling stockholders
  identified herein (the "Selling Stockholders") of up to an aggregate of 65,383
  shares of capital stock, par value $1.00 per share (the "Capital Stock"), of
  Quaker State Corporation, a Delaware corporation (the "Company"). The shares of
  Capital Stock offered hereby (the "Offered Securities") were awarded on May 15,
  1998, by the Company's Board of Directors. See "Selling Stockholders" and "Plan
  of Distribution" for information relating to the Selling Stockholders and this
  offering.
   
       The Offered Securities may be sold from time to time pursuant to this
  Prospectus by the Selling Stockholders. The Offered Securities may be sold by
  the Selling Stockholders in ordinary brokerage transactions, in transactions in
  which brokers solicit purchases, in negotiated transactions, or in a combination
  of such methods of sale, at market prices prevailing at the time of sale, at
  prices relating to such prevailing market prices or at negotiated prices. See
  "Plan of Distribution." The distribution of the Offered Securities is not
  subject to any underwriting agreement. The Company will receive no part of the
  proceeds of sales from the offering by the Selling Stockholders. All expenses of
  registration incurred in connection with this offering are being borne by the
  Company. None of the Offered Securities have been registered prior to the filing
  of the Registration Statement of which this Prospectus is a part.
   
       The Capital Stock is traded on the NYSE under the symbol "KSF." On May 20,
  1998, the last reported sale price of the Capital Stock on the NYSE was $17 9/16
  per share.
   
                               ---------------------
   
    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 May 22, 1998
  3
   
                               AVAILABLE INFORMATION
   
       The Company is subject to the information requirements of the Exchange Act
  and in accordance therewith files reports, proxy statements and other
  information with the SEC, which can be inspected and copied at the public
  reference facilities maintained by the SEC at Room 1024, 450 Fifth Street, N.W.,
  Washington, D.C. 20549, and at the regional offices of the SEC at 7 World Trade
  Center, Suite 1300, New York, New York 10048, and 500 West Madison Street, Suite
  1400, Chicago, Illinois 60611. Copies of these materials can be obtained at
  prescribed rates from the Public Reference Section of the SEC at 450 Fifth
  Street, N.W., Washington, D.C. 20549. These reports, proxy statements and other
  information may also be obtained without charge from the web site that the SEC
  maintains at http://www.sec.gov. These reports, proxy statements and other
  information also may be inspected at the offices of the Nasdaq National Market
  System, Report Section, 1735 K Street, N.W., Washington, D.C. 20006.
   
       This Prospectus constitutes a part of a Registration Statement on Form S-8
  (together with all amendments, the "Registration Statement") that the Company
  has filed with the SEC under the Securities Act. This Prospectus does not
  contain all the information set forth in the Registration Statement, certain
  parts of which are omitted in accordance with the rules and regulations of the
  SEC. For further information with respect to the Company and the Capital Stock,
  reference is made to the Registration Statement and to the exhibits thereto.
  Statements contained herein concerning the provisions of certain documents are
  not necessarily complete, and in each instance, reference is made to the copy of
  the document filed as an exhibit to the Registration Statement or otherwise
  filed with the SEC. Each such statement is qualified in its entirety by that
  reference.
   
                  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
   
       The following documents have been filed by the Company with the SEC and are
  incorporated by reference into this Prospectus, and shall be deemed to be a part
  hereof:
   
       (1) The Company's Annual Report on Form 10-K for the fiscal year ended
           December 31, 1997;
   
       (2) The Company's Current Report on Form 8-K/A-2 dated October 10, 1996;
   
       (3) The Company's Current Report on Form 8-K dated November 3, 1997;
   
       (4) The Company's Current Report on Form 8-K dated April 14, 1998;
   
       (5) The Company's Registration Statement on Form 8-A/A filed with the
           Commission on April 21, 1998; and
   
       (6) The description of the Company's Capital Stock contained in the section
           entitled "Description of Capital Stock" contained in the Company's
           Current Report on Form 8-K filed with the Commission on November 12,
           1996, including any amendment or report filed for the purpose of
           updating such description.
   
       All documents filed by the Company pursuant to Section 13(a), 14 or 15(d)
  of the Exchange Act subsequent to the date of this Prospectus and prior to the
  termination of the offering made hereby shall be deemed to be incorporated by
  reference into this Prospectus and to be a part hereof from the date of the
  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 subsequently filed document that also is or
  is deemed to be incorporated by reference herein or in any Prospectus Supplement
  modifies or supersedes such statement. Any statement so modified or superseded
  shall not be deemed to constitute a part of this Prospectus, except as so
  modified or superseded.
   
       The Company will provide without charge to each person to whom a copy of
  this Prospectus has been delivered, on the written or oral request of any
  person, a copy of any or all of the documents referred to above that have been
  or may be incorporated by reference into this Prospectus, other than exhibits to
  the documents
   
                                          2
  4
   
  (unless the exhibits are specifically incorporated by reference into the
  documents). Written or telephone request for the copies should be directed to
  General Counsel, Quaker State Corporation, 225 E. John Carpenter Freeway,
  Irving, Texas 75062, and its telephone number at those offices is (972)
  868-0400.
   
                                    THE COMPANY
   
       Quaker State Corporation is a leading marketer of branded and private label
  lubricants, lubricant services and consumer branded automotive aftermarket
  products. 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.
   
                             FORWARD LOOKING STATEMENTS
   
       From time to time, the Company may make statements which constitute or
  contain "forward-looking" information as that term is defined in the Private
  Securities Litigation Reform Act of 1995 or by the Securities and Exchange
  Commission in its rules, regulations and releases. The Company cautions
  investors that any such forward-looking statements made by the Company are not
  guarantees of future performance and that actual results may differ materially
  from those in the forward-looking statements. The following are some of the
  factors that could cause actual results to differ materially from estimates
  contained in the Company's forward-looking statements:
   
       - The pattern of the Company's sales, including variations in sales volume
         within periods and sales to significant customers, which makes
         forward-looking statements about sales and earnings difficult and may
         result in the variance of actual results from those contained in
         statements made at any time prior to any given period's close;
   
       - The Company's ability to develop, produce and market new and innovative
         products and services on which future operating results depend. There are
         a number of risks inherent in these activities, including technological
         changes, manufacturing facility capacity, availability of raw materials
         and critical manufacturing equipment, changing customer needs and
         competitive reactions;
   
       - Vigorous competition within the Company's product markets, including
         pricing and promotional, advertising or other activities in order to
         preserve or gain market share in any segment, the timing and intensity of
         which cannot be foreseen;
   
       - Global or regional economic factors and potential changes in laws and
         regulations affecting the Company's various businesses in over 75
         countries around the world, including changes in product mix, currency
         exchange rate fluctuations, changes in monetary policy and tariffs, and
         federal, state and international laws regulating the environment, which
         could impact the Company's financial condition and results of operations;
   
       - The market price of the Capital Stock or other securities of the Company,
         which could be subject to fluctuation in response to quarterly variations
         in operating results, changes in analysts' earnings estimates, market
         conditions, press releases issued by the Company, and general economic
         conditions and other factors external to the Company, thereby affecting
         the availability of capital to the Company;
   
       - The impact of special charges resulting from ongoing evaluation of
         business strategies, asset valuations and organizational and corporate
         structures, and the implementation of restructuring plans, including new
         computer and logistics systems;
   
       - The costs, effects and liabilities associated with legal, regulatory or
         administrative proceedings and any required remedial action, anticipated
         or unanticipated;
   
       - Real estate costs and the Company's ability to negotiate effectively
         based on competitive factors, which could cause the number of new Q Lube
         facilities to differ from the number projected and could affect expenses
         in other segments; and
   
                                          3
  5
   
       - Significant competitive pricing pressures and intense competition for
         qualified, skilled employees, which could affect profitability,
         productivity and/or expenses.
   
                                SELLING STOCKHOLDERS
   
       The following table sets forth the name of the Selling Stockholders and (i)
  the number of shares of Capital Stock owned by the Selling Stockholders as of
  the effective date of the Registration Statement of which this Prospectus forms
  a part, (ii) the maximum number of shares of Capital Stock which may be offered
  for the account of the Selling Stockholders under this Prospectus, and (iii) the
  amount and percentage of Capital Stock to be owned by the Selling Stockholders
  after the completion of this offering assuming the sale of all the Capital Stock
  which may be offered hereunder.
  AMOUNT AND PERCENTAGE
                                                                                  OF CAPITAL STOCK OWNED
                                                                                    AFTER THE OFFERING
                                                PRIOR TO        WHICH MAY BE     ------------------------
             SELLING STOCKHOLDERS              OFFERING(1)     SOLD HEREUNDER    AMOUNT(1)     PERCENTAGE
             --------------------              -----------     --------------    ---------     ----------
  Leonard M. Carroll.........................     8,937(2)         7,360           8,937(2)        *
  Laurel Cutler..............................     5,000(3)         8,623           5,000(3)        *
  C. Frederick Fetterolf.....................     7,000(4)         9,800           7,000(4)        *
  Thomas A. Gardner..........................     9,327(5)         9,846           9,327(5)        *
  F. William Grube...........................    23,000(6)         7,294          23,000(6)        *
  Forrest R. Haselton........................     7,923(7)         6,004           7,923(7)        *
  Raymond A. Ross, Jr........................     8,100(8)         7,713           8,100(8)        *
  Lorne R. Waxlax............................    26,087(9)         8,745          26,087(9)        *
  ---------------
   
    * Less than 1%
   
  (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 that follow.
   
  (2) Includes 4,000 shares which may be acquired by Mr. Carroll upon the exercise
      of stock options which are presently exercisable or become exercisable
      within 60 days after March 17, 1998.
   
  (3) Includes 4,000 shares which may be acquired by Ms. Cutler upon the exercise
      of stock options which are presently exercisable or become exercisable
      within 60 days after March 17, 1998.
   
  (4) Includes 4,000 shares which may be acquired by Mr. Fetterolf upon the
      exercise of stock options which are presently exercisable or become
      exercisable within 60 days after March 17, 1998. Does not include 3,933
      shares of deferred Capital Stock held for Mr. Fetterolf under the Directors'
      Plan, as of March 17, 1998.
   
  (5) Includes 4,000 shares which may be acquired by Mr. Gardner upon the exercise
      of stock options which are presently exercisable or become exercisable
      within 60 days after March 17, 1998.
   
  (6) Includes 3,000 shares which may be acquired by Mr. Grube upon the exercise
      of stock options which are presently exercisable or become exercisable
      within 60 days after March 17, 1998. Includes 20,000 shares held jointly by
      Mr. Grube with his spouse.
   
  (7) Includes 3,000 shares which may be acquired by Mr. Haselton upon the
      exercise of stock options which are presently exercisable or become
      exercisable within 60 days after March 17, 1998.
   
  (8) Includes 4,000 shares which may be acquired by Mr. Ross upon the exercise of
      stock options which are presently exercisable or become exercisable within
      60 days after March 17, 1998.
   
  (9) Includes 3,000 shares which may be acquired by Mr. Waxlax upon the exercise
      of stock options which are presently exercisable or become exercisable
      within 60 days after March 17, 1998.
   
                                          4
  6
   
                                PLAN OF DISTRIBUTION
   
       The Offered Securities may be sold from time to time directly by the
  Selling Stockholders. The Offered Securities may also be sold by the Selling
  Stockholders in (a) ordinary brokerage transactions and in transactions in which
  brokers solicit purchasers, (b) sales to a broker or dealer as principal and
  resales by such broker or dealer for its own account pursuant to this Prospectus
  or (c) in a combination of such methods of sale, at market prices and other
  terms prevailing at the time of sale, at prices related to such prevailing
  market prices or at negotiated prices. The Offered Securities may be sold on any
  national securities exchange or automated interdealer quotation system on which
  shares of Capital Stock are then listed, through negotiated transactions or
  otherwise. Brokers, dealers and agents who participate in the sale of the
  Offered Securities may receive compensation in the form of underwriting
  discounts, concessions or commissions from the Selling Stockholders and/or
  purchasers of the Offered Securities for whom they may act as agent. The Selling
  Stockholders and any brokers, dealers or agents that participate in the
  distribution of the Offered Securities might be deemed to be "underwriters"
  within the meaning of the Securities Act, and any profit on the sale of such
  Offered Securities and any discounts, commissions or concessions received by any
  such brokers, dealers or agents might be deemed to be underwriting discounts and
  commissions under the Securities Act. At the time a particular offer of any of
  the Offered Securities is made by the Selling Stockholders, to the extent
  required pursuant to the Securities Act, a supplement to this Prospectus will be
  distributed which describes the method of sale in greater detail. In addition,
  any Offered Securities which qualify for sale pursuant to Rule 144 under the
  Securities Act may be sold under Rule 144 rather than pursuant to this
  Prospectus.
   
       The Selling Stockholders will pay their costs and expenses of selling the
  shares of Capital Stock offered hereunder, including commissions and discounts
  of underwriters, brokers, dealers or agents, and the Company will pay the costs
  and expenses incident to its registration and qualification of the Capital Stock
  offered hereby, including registration and filing fees.
   
       The Selling Stockholders may indemnify any broker-dealer that participates
  in transactions involving the sale of shares of Capital Stock against certain
  liabilities, including liabilities under the Securities Act.
   
       There can be no assurance that the Selling Stockholders will sell any or
  all of the shares of Capital Stock offered by them hereunder.
   
                                  USE OF PROCEEDS
   
       The Company will not receive any of the proceeds from the sale of the
  Offered Securities by the Selling Stockholders.
   
                                   LEGAL MATTERS
   
       The validity of the Capital Stock offered hereby has been passed upon for
  the Company by Vinson & Elkins L.L.P., Dallas, Texas.
   
                                      EXPERTS
   
       The consolidated financial statements and related schedule of the Company
  included in the Company's annual report on Form 10-K for the year ended December
  31, 1997, incorporated by reference herein and in the Registration Statement
  have been audited by Coopers & Lybrand L.L.P., independent accountants, to the
  extent and for the periods indicated in their reports, and have been
  incorporated by reference herein and in the Registration Statement in reliance
  upon the authority of that firm as experts in accounting and auditing.
   
                                          5
  7
   
  ======================================================
   
       NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
  INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
  INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
  INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
  BY THE COMPANY OR ANY OF THE UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE
  AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE SHARES BY ANYONE IN
  ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN
  WHICH THE PERSON MAKING THE OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR
  TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER
  THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL CREATE ANY
  IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
  SUBSEQUENT TO ITS DATE.
   
                               ---------------------
   
                                 TABLE OF CONTENTS
  Available Information....................   2
  Incorporation of Certain Information by
    Reference..............................   2
  The Company..............................   3
  Forward Looking Statements...............   3
  Selling Stockholders.....................   4
  Plan of Distribution.....................   5
  Use of Proceeds..........................   5
  Legal Matters............................   5
  Experts..................................   5
  ======================================================
  ======================================================
   
                                   65,383 SHARES
   
                              QUAKER STATE CORPORATION
   
                                   CAPITAL STOCK
                                --------------------
   
                                     PROSPECTUS
                                --------------------
   
                                    MAY 22, 1998
  ======================================================
  8
                                      PART II.
                               INFORMATION REQUIRED IN
                               REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  
           There are incorporated herein by reference the following documents
  filed by the registrant with the Securities and Exchange Commission (File No.
  1-2677):
  
                    (a) The Company's Annual Report on Form 10-K for the fiscal 
           year ended December 31, 1997;
  
                    (b) The Company's Current Report on Form 8-K/A-2 dated 
           October 10, 1996;
  
                    (c) The Company's Current Report on Form 8-K dated November
           3, 1997;
  
                    (d) The Company's Current Report on Form 8-K dated April 14,
           1998;
  
                    (e) The Company's Registration Statement on Form 8-A/A filed
           with the Commission on April 21, 1998; and
  
                    (f) The description of the Company's Capital Stock contained
           in the section entitled "Description of Capital Stock" contained in the
           Company's Current Report on Form 8-K filed with the Commission on
           November 12, 1996, including any amendment or report filed for the
           purpose of updating such description.
  
           All documents subsequently filed by the registrant pursuant to Sections
  13(a), 13(c), 14 or 15(d) of the 1934 Act subsequent to the filing of the annual
  report on Form 10-K referred to in (a) above and prior to the filing of a
  post-effective amendment which indicates that all securities offered hereby have
  been sold or which deregisters all securities then remaining unsold shall be
  deemed to be incorporated by reference in this registration statement and to be
  a part hereof from the date of filing of such documents, except that the
  information included in any document in response to paragraphs (i), (k) or (l)
  of Item 402 of Regulation S-K is not incorporated by reference in this
  registration statement.
  
           Any statement contained in a document incorporated or deemed to be
  incorporated by reference in this registration statement shall be deemed to be
  modified or superseded for purposes of this registration statement to the extent
  that a statement contained in this registration statement or in any subsequently
  filed document which also is or is deemed to be incorporated by reference in
  this registration statement modifies or supersedes such statement. Any statement
  so modified or 
  
                                        II-1
  9
  superseded shall not be deemed, except as so modified or superseded, to 
  constitute a part of this registration statement.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
                                        II-2
  10
  ITEM 6.  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 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 (i) for any breach of a
  director's duty of loyalty to the corporation or its stockholders, (ii) for acts
  or omissions that are not in good faith or involve intentional misconduct or a
  knowing violation of the law, (iii) under Section 174 of the DGCL or (iv) for
  any transaction from which the director derived an improper personal benefit.
  
           The Certificate of Incorporation of the Company also provides, in
  general, that the Company shall indemnify its officers and directors against
  reasonable expenses and any liability paid or incurred by such person in
  connection with any actual or threatened claim, action, suit or proceeding,
  civil, criminal, administrative, investigative or other, whether brought by or
  in the right of the Company or otherwise, in which he or she may be involved, as
  a party or otherwise, by reason of such person being or having been a director
  or officer of the Company or by reason of the fact that such person is or was
  serving at the request of the Company as a director, officer, employee,
  fiduciary or other representative of another corporation, partnership, joint
  venture, trust, employee benefit plan or other entity, except as prohibited by
  law. Section 145 of the DGCL provides, in general, that each director and
  officer of a corporation may be indemnified against expenses (including
  attorneys' fees, judgments, fines and amounts paid in settlement) actually and
  reasonably incurred in connection with the defense or settlement of any
  threatened, pending or completed legal proceedings in which he or she is
  involved by reason of the fact the 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.
  
                                        II-3
  11
           The Company has entered into an Indemnification and Insurance Agreement
  with each of its directors (the "Indemnification and Insurance Agreements").
  These agreements provide that the Company must, within 30 days of a request,
  indemnify an officer or director for liabilities incurred to the fullest extent
  permitted by the DGCL. The Company must, within two days of a request, indemnify
  an officer or director for expenses incurred in the defense of a claim or other
  proceeding. The obligation of the Company to provide the indemnification does
  not apply if, before the date on which the Company must provide the
  indemnification, the Company's board of directors, or a representative chosen by
  the board of directors, concludes that indemnification would be improper under
  the DGCL. It is the position of the Commission that indemnification of directors
  and officers for liability under the Securities Act is against public policy and
  unenforceable pursuant to Section 14 of the Securities Act.
  
           The preceding discussion of the registrant's Certificate of
  Incorporation, Section 145 of the DGCL, and the Indemnification and Insurance
  Agreements is not intended to be exhaustive and is qualified in its entirety by
  the Certificate of Incorporation, Section 145 of the DGCL and the
  Indemnification and Insurance Agreements.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
                                        II-4
  12
  ITEM 8.  EXHIBITS.
  
           The following exhibits are filed as part of this registration
  statement:
  EXHIBIT
    NO.                              DOCUMENT
  -------                            --------
  4.1            Composite Certificate of Incorporation of the registrant
                   containing amendments through May 16, 1997, filed as Exhibit 3
                   to the registrant's Quarterly Report on Form 10-Q for the
                   quarter ended June 30, 1997 and incorporated herein by
                   reference.
  
    4.2            Bylaws of the registrant, as amended and restated effective May
                   15, 1998, filed herewith.
  
    4.3            Rights Agreement, dated as of September 28, 1995, between the
                   registrant and Mellon Securities Trust Company, as Rights
                   Agent, filed as Exhibit 1 to the registrant's Current Report on
                   Form 8-K dated October 20, 1995 and incorporated herein by
                   reference.
  
    4.3(i)         Amendment No. 1 to Rights Agreement, filed as Exhibit 2 to Form
                   8-A/A-1, filed on April 21, 1998 and incorporated herein by
                   reference.
  
    5.1            Opinion of Vinson & Elkins L.L.P. as to the legality of the
                   shares of Capital Stock being registered, filed herewith.
  
   10.1            Form of Non-Employee Director Restricted Stock Agreement, filed
                   herewith.
  
   23.1            Consent of Vinson & Elkins L.L.P., included in Exhibit 5.1,
                   filed herewith.
  
   23.2            Consent of Coopers & Lybrand L.L.P., filed herewith.
  
   24.1            Power of Attorney (set forth on page II-8 of the registration
                   statement).
  II-5
  13
  ITEM 9.  UNDERTAKINGS.
  
           (a)   Rule 415 offering.
  
                 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:
  
                                (i) To include any prospectus required by 
                       section 10(a)(3)  of the  Securities Act of 1933 (the 
                       "1933 Act");
  
                               (ii) To reflect in the prospectus any facts or
                       events arising after the effective date of the registration
                       statement (or the most recent post-effective amendment
                       thereof) which, individually or in the aggregate, represent
                       a fundamental change in the information set forth in the
                       registration statement;
  
                              (iii) 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;
  
                 Provided, however, that paragraphs (1)(i) and (1)(ii) do not
                 apply if the information required to be included in a
                 post-effective amendment by those paragraphs is contained in
                 periodic reports filed with or furnished to the Securities and
                 Exchange Commission by the registrant pursuant to section 13 or
                 section 15(d) of the Securities Exchange Act of 1934 (the "1934
                 Act") that are incorporated by reference in the registration
                 statement;
  
                       (2) That, for the purpose of determining any liability
                 under the 1933 Act, each such post-effective amendment 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; and
  
                       (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) Filings incorporating subsequent Exchange Act documents by
  reference.
  
           The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the 1933 Act, each filing of the registrant's
  annual report pursuant to section 13(a) or section 15(d) of the 1934 Act 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.
  
                                        II-6
  14
           (h)   Commission opinion regarding indemnification.
  
           Insofar as indemnification for liabilities arising under the 1933 Act
  may be permitted to directors, officers and controlling persons of the
  registrant pursuant to the provisions described under Item 6 above, 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 1933 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 1933 Act
  and will be governed by the final adjudication of such issue.
  
                                        II-7
  15
  
                                     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-8 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 May 19, 1998.
  
                              QUAKER STATE CORPORATION
  
                              By: /s/ Herbert M. Baum
                                  ------------------------------
                                  (Herbert M. Baum)
                                  Chairman of the Board and
                                  Chief Executive Officer
  
                                  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-in-fact and agents, with full power
  of substitution and resubstitution, for the undersigned and in the undersigned's
  name, place and stead, in any and all capacities, to sign any and all amendments
  (including post effective amendments) to this Registration Statement, and to
  file same, with all exhibits thereto, and other documents in connection
  therewith, with the Securities and Exchange Commission, granting unto said
  attorneys-in-fact and agents, and each of them, full power and authority to do
  and perform each and every act and thing requisite and necessary to be done, as
  fully to all intents and purposes as the undersigned might or could do in
  person, hereby ratifying and confirming all that said attorneys-in-fact and
  agents or either of them, or their or his substitutes, may lawfully do or cause
  to be done by virtue thereof.
  
           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.
  Name                                        Title                     Date
  /s/ Herbert M. Baum                          Chairman of the Board, Chief           5/19/98
  --------------------------------------           Executive Officer and Director
          (Herbert M. Baum)                        (Principal Executive Officer)
  
        /s/ Conrad A. Conrad                       Vice Chairman, Chief Financial         5/19/98
  --------------------------------------           Officer and Director (Principal
           (Conrad A. Conrad)                      Financial Officer)
  
        /s/ Keith S. Krzeminski                    Vice President and Controller          5/19/98
  --------------------------------------           (Principal Accounting Officer)
           (Keith S. Krzeminski)
  II-8
  16
  Name                                    Title                                  Date
  /s/ John D. Barr                               Director                               5/19/98
  --------------------------------------           
         (John D. Barr)
  
    /s/ Leonard M. Carroll                         Director                               5/19/98
  --------------------------------------           
         (Leonard M. Carroll)
  
   /s/ J. Taylor Crandall                          Director                               5/19/98
  --------------------------------------           
        (J. Taylor Crandall)
  
    /s/ Laurel Cutler                              Director                               5/19/98
  --------------------------------------           
         (Laurel Cutler)
  
     /s/ C. Frederick Fetterolf                    Director                               5/19/98
  --------------------------------------           
          (C. Frederick Fetterolf)
  
    /s/ F. William Grube                           Director                               5/19/98
  --------------------------------------           
         (F. William Grube)
  
    /s/ Forrest R. Haselton                        Director                               5/19/98
  --------------------------------------           
         (Forrest R. Haselton)
  
    /s/ Kenneth Lee                                Director                               5/19/98
  --------------------------------------           
         (Kenneth Lee)
  
    /s/ L. David Myatt                             Director                               5/19/98
  --------------------------------------           
         (L. David Myatt)
  
    /s/ Raymond A. Ross, Jr.                       Director                               5/19/98
  --------------------------------------           
         (Raymond A. Ross, Jr.)
  
    /s/ Lorne R. Waxlax                            Director                               5/19/98
  --------------------------------------           
         (Lorne R. Waxlax)
  II-9
  17
  
                              QUAKER STATE CORPORATION
  
                       NON-EMPLOYEE DIRECTORS RESTRICTED STOCK
  
                                   --------------
  
                               REGISTRATION STATEMENT
                                     ON FORM S-8
  
                                   --------------
  
                                    EXHIBIT INDEX
                      (PURSUANT TO ITEM 601 OF REGULATION S-K)
  EXHIBIT
    NO.                              DOCUMENT
  --------                           --------
  4.1            Composite Certificate of Incorporation of the registrant
                   containing amendments through May 16, 1997, filed as Exhibit 3
                   to the registrant's Quarterly Report on Form 10-Q for the
                   quarter ended June 30, 1997 and incorporated herein by
                   reference.
  
    4.2            Bylaws of the registrant, as amended and restated effective May
                   15, 1998, filed herewith.
  
    4.3            Rights Agreement, dated as of September 28, 1995, between the
                   registrant and Mellon Securities Trust Company, as Rights
                   Agent, filed as Exhibit 1 to the registrant's Current Report on
                   Form 8-K dated October 20, 1995 and incorporated herein by
                   reference.
  
    4.3(i)         Amendment No. 1 to Rights Agreement, filed as Exhibit 2 to Form
                   8-A/A-1, filed on April 21, 1998 and incorporated herein by
                   reference.
  
    5.1            Opinion of Vinson & Elkins L.L.P. as to the legality of the
                   shares of Capital Stock being registered, filed herewith.
  
   10.1            Form of Non-Employee Director Restricted Stock Agreement, filed
                   herewith.
  
   23.1            Consent of Vinson & Elkins L.L.P., included in Exhibit 5.1,
                   filed herewith.
  
   23.2            Consent of Coopers & Lybrand L.L.P., filed herewith.
  
   24.1            Power of Attorney (set forth on page II-8 of the registration
                   statement).