content: <PAGE>   1
    As filed with the Securities and Exchange Commission on June ______, 1996
                                                             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)
  
                              1996 DIRECTORS' FEE PLAN
                              (Full title of the plan)
                                  _______________
  
                              PAUL E. KONNEY, ESQUIRE
                   VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                              QUAKER STATE CORPORATION
                          225 EAST JOHN CARPENTER FREEWAY
                                IRVING, TEXAS  75062
                                   (214) 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  . . .    250,000 shs.        $15.3125       $3,828,125       $1,320
  ==========================================================================================
  </TABLE>
  
  *   Estimated solely for the purpose of calculating the registration fee and
      calculated 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 June 6,
      1996, as quoted in the Wall Street Journal.
  ================================================================================
  
  <PAGE>   2
                                      PART II
  
                              INFORMATION REQUIRED IN
                               REGISTRATION STATEMENT
  
  
  ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  
           The following documents filed by the registrant with the Securities
  and Exchange Commission (File No. 1-2677) are incorporated by reference in this
  registration statement:
  
                   (a)  The registrant's latest annual report on Form 10-K filed
           pursuant to Section 13(a) of the Securities Exchange Act of 1934 (the
           "1934 Act");
  
                   (b)  All other reports filed by the registrant pursuant to
           Section 13(a) of the 1934 Act since the end of the fiscal year covered
           by the annual report on Form 10-K referred to in paragraph (a) above;
  
                   (c)  The description of the registrant's Capital Stock
           contained in the registrant's current report on Form 8-K filed
           September 5, 1989, including any amendment or report filed for the
           purpose of updating such description.
  
           All documents 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 paragraph (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
  other contemporaneously or 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 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-1
  <PAGE>   3
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Section 145 of the Delaware General Corporation Law provides that a
  corporation shall have power to indemnify any person who was or is a party, or
  is threatened to be made a party to any threatened, pending or completed
  action, suit or proceeding, whether civil, criminal, administrative or
  investigative (other than an action by or in the right of the corporation) by
  reason of the fact that such person is or was a director, officer, employee or
  agent of the corporation, or is or was serving at the request of the
  corporation as a director, officer, employee or  agent of another corporation,
  partnership, joint venture, trust or other enterprise, against expenses
  (including attorneys' fees), judgments, fines and amounts paid in settlement
  actually and reasonably incurred by such person in connection with such action,
  suit or proceeding if such person acted in good faith and in a manner such
  person reasonably believed to be in or not opposed to the best interests of the
  corporation, and, with respect to any criminal action or proceeding, had no
  reasonable cause to believe such person's conduct was unlawful.  The
  termination of any action, suit or proceeding by judgment, order, settlement,
  conviction, or upon a plea of nolo contendere or its equivalent shall not, of
  itself, create a presumption that the person did not act in good faith and in a
  manner which such person reasonably believed to be in or not opposed to the
  best interests of the corporation, and, with respect to any criminal action or
  proceeding, had reasonable cause to believe that his or her conduct was
  unlawful.
  
           Section 145 of the Delaware General Corporation Law also provides that
  a corporation shall have power to indemnify any person who was or is a party,
  or is threatened to be made a party, to any threatened, pending or completed
  action or suit by or in the right of the corporation to procure a judgment in
  its favor by reason of the fact that such person is or was a director, officer,
  employee or agent of the corporation, or is or was serving at the request of
  the corporation as a director, officer, employee or agent of another
  corporation, partnership, joint venture, trust or other enterprise against
  expenses (including attorneys' fees) actually and reasonably incurred by such
  person in connection with the defense or settlement of such action or suit if
  such person acted in good faith and in a manner such person reasonably believed
  to be in or not opposed to the best interests of the corporation and except
  that no indemnification shall be made in respect of any claim, issue or matter
  as to which such person shall have been adjudged to be liable to the
  corporation unless and only to the extent that the Court of Chancery or the
  court in which such action or suit was brought shall determine upon application
  that, despite the adjudication of liability but in view of all the
  circumstances of the case, such person is fairly and reasonably entitled to
  indemnity for such expenses which the Court of Chancery or such other court
  shall deem proper.
  
           Under Section 145, any such indemnification (unless ordered by a
  court) shall be made by the corporation only as authorized in the specific case
  upon a determination that indemnification of the director, officer, employee or
  agent is proper in the circumstances because such person has met the applicable
  standard of conduct.  Such determination shall be made (1) by a majority vote
  of the directors who are not parties to such action, suit or proceeding, even
  though less than a quorum, or (2) if there are no such directors, or if such
  directors so direct, by independent legal counsel in a written opinion or (3)
  by the stockholders.
  
           Notwithstanding the above, Section 145 provides that to the extent
  that a director, officer, employee or agent of a corporation has been
  successful on the merits or otherwise in defense of any action, suit or
  proceeding referred to above, or in defense of any claim, issue or matter
  therein, such person shall be indemnified against expenses (including
  attorneys' fees) actually and reasonably incurred by such person in connection
  therewith.
  
           Section 145 further provides that expenses (including attorneys' fees)
  incurred by an officer or director in defending any civil, criminal,
  administrative or investigative action, suit or proceeding may be paid by the
  corporation in advance of the final disposition of such action, suit or
  proceeding upon receipt of an undertaking by or on behalf of such director or
  officer to repay such amount if it shall ultimately be determined that such
  
  
  
  
  
                                        II-2
  <PAGE>   4
  person is not entitled to be indemnified.  Such expenses (including attorneys'
  fees) incurred by other employees and agents may be so paid upon such terms and
  conditions, if any, as the board of directors deems appropriate.
  
           Finally, Section 145 provides that the indemnification and advancement
  of expenses provided by or granted pursuant to Section 145 shall not be deemed
  exclusive of any other rights to which those seeking indemnification or
  advancement of expenses may be entitled under any by-law, agreement, vote of
  stockholders or disinterested directors or otherwise, both as to action in such
  person's official capacity and as to action in another capacity while holding
  such office, and shall, unless otherwise provided when authorized or ratified,
  continue as to a person who has ceased to be a director, officer, employee or
  agent and inure to the benefit of the heirs, executors and administrators of
  such a person.
  
           Article Sixteenth of the registrant's Certificate of Incorporation
  (the "Indemnification Article") provides that Directors and officers of the
  registrant shall be indemnified except as prohibited by law against reasonable
  expenses and any liability paid or incurred by such person in connection with
  any actual or threatened claim, action, suit or proceeding, whether civil,
  criminal, administrative, investigative or other, whether brought by or in the
  right of the registrant or otherwise, in which such person may be involved by
  reason of such person being or having been a Director or officer of the
  registrant or by reason of the fact that such person is or was serving at the
  request of the registrant as a director, officer, employee, fiduciary or other
  representative of another corporation or other entity.
  
           The registrant has also entered into Indemnification and Insurance
  Agreements with certain of its Directors and from time to time may enter into
  such agreements with other Directors or with certain officers, employees or
  other persons designated by the registrant's Board of Directors.  The
  individual party to the agreement is indemnified for all expenses and liability
  (including amounts paid in settlement) in any proceeding against such party
  unless it shall be determined under a procedure established in the agreement
  that such party knew that his or her conduct was clearly opposed to the best
  interests of the registrant.
  
           Section 145 of the Delaware General Corporation Law provides that a
  corporation shall have power to purchase and maintain insurance on behalf of
  any person who is or was a director, officer, employee or agent of the
  corporation, or is or was serving at the request of the corporation as a
  director, officer, employee or agent of another corporation, partnership, joint
  venture, trust or other enterprise against any liability asserted against such
  person and incurred by such person in any such capacity, or arising out of such
  person's status as such, whether or not the corporation would have the power to
  indemnify such person against such liability under the provisions of Section
  145.
  
           The Indemnification Article provides that the registrant may purchase
  and maintain insurance to protect itself and any Director, officer or other
  person entitled to indemnification under the Indemnification Article against
  any expenses or liability incurred by such person in connection with any claim,
  action, suit or proceeding in which such person may be involved by reason of
  the service of such person to the registrant or to another organization at the
  request of the registrant whether or not the registrant would have the power to
  indemnify such person against such liability by law or under the provisions of
  the Indemnification Article.
  
           The registrant maintains director and officer liability insurance
  covering its Directors and officers with respect to liabilities, including
  liabilities under the Securities Act of 1933, which they may incur in
  connection with their serving as such.  Under this insurance, the insurer will
  pay amounts which the registrant's Directors and officers become legally
  obligated to pay and for which they are legally entitled to indemnification
  from the registrant, and the Directors and officers have coverage against
  certain liabilities for which they may not be entitled to indemnification from
  the registrant, in each case subject to certain limitations and exclusions.
  Each Indemnification and Insurance Agreement provides that if the registrant
  does not maintain in effect the director
  
  
  
  
  
                                        II-3
  <PAGE>   5
  and officer liability insurance in effect at the time the Indemnification and
  Insurance Agreement was entered into, the registrant will make payment to the
  Director to the fullest extent of the coverage that would otherwise have been
  provided by the insurance for the benefit of the Director had the insurance
  been maintained.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  
  ITEM 8.  EXHIBITS.
  
           An Exhibit Index, containing a list of all exhibits filed with this
  registration statement, is included on page II-8.
  
  
  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
  
  
  
  
  
                                        II-4
  <PAGE>   6
                            (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 herein, and
  the offering of such securities at that time shall be deemed to be the initial
  bona fide offering thereof.
  
           (h)     Filing of Registration Statement on Form S-8.
  
           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-5
  <PAGE>   7
                                     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 OF 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 IRVING, TEXAS, ON THE 16TH DAY OF MAY, 1996.
  
                                          QUAKER STATE CORPORATION
  
                                          BY  /S/ HERBERT M. BAUM              
                                            -----------------------------------
                                             HERBERT M. BAUM,
                                             CHAIRMAN OF THE BOARD
                                             AND CHIEF EXECUTIVE OFFICER
  
  
                                 POWER OF ATTORNEY
  
                KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
  appears below constitutes and appoints Herbert M. Baum, John D. Barr and Paul
  E. Konney, and each of them, the undersigned's 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 the
  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 any 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 HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
  CAPACITIES AND ON THE DATE INDICATED.
  
  <TABLE>
  <CAPTION>
             SIGNATURE                           CAPACITY                      DATE
             ---------                           --------                      ----
      <S>                               <C>                                 <C>
        /s/ Herbert M. Baum             Chairman of the Board and Chief     May 16, 1996
  - -------------------------------       Executive Officer and Director                  
          Herbert M. Baum               
                                
                                
       /s/ Conrad A. Conrad             Principal Financial Officer         May 16, 1996
  - -------------------------------       and Director                                    
          Conrad A. Conrad              
                                
                                
      /s/ Keith S. Krzeminski           Principal Accounting Officer        May 16, 1996
  - -------------------------------                                                        
        Keith S. Krzeminski     
                                
                                
         /s/ John D. Barr               Director                            May 16, 1996
  - -------------------------------                                                       
            John D. Barr        
                                
       /s/ Leonard M. Carroll           Director                            May 16, 1996
  - -------------------------------                                                        
         Leonard M. Carroll          
  </TABLE>
  
  
  
  
  
                                        II-6
  <PAGE>   8
  <TABLE>
  <CAPTION>
             SIGNATURE                           CAPACITY                      DATE
             ---------                           --------                      ----
    <S>                                 <C>                                 <C>
         /s/ Laurel Cutler              Director                            May 16, 1996
  - -------------------------------                                                       
           Laurel Cutler        
                                
                                
    /s/ C. Frederick Fetterolf          Director                            May 16, 1996
  - -------------------------------                                                        
       C. Frederick Fetterolf   
                                
                                
       /s/ Thomas A. Gardner            Director                            May 16, 1996
  - -------------------------------                                                       
         Thomas A. Gardner      
                                
                                
       /s/ F. William Grube             Director                            May 16, 1996
  - -------------------------------                                                       
          F. William Grube      
                                
                                
      /s/ Forrest R. Haselton           Director                            May 16, 1996
  - -------------------------------                                                        
        Forrest R. Haselton     
                                
                                
      /s/ Delbert J. McQuaide           Director                            May 16, 1996
  - -------------------------------                                                        
        Delbert J. McQuaide     
                                
                                
         /s/ L. David Myatt             Director                            May 16, 1996
  - -------------------------------                                                       
           L. David Myatt       
                                
                                
      /s/ Raymond A. Ross, Jr.          Director                            May 16, 1996
  - -------------------------------                                                        
       Raymond A. Ross, Jr.     
                                
                                
        /s/ Lorne R. Waxlax             Director                            May 16, 1996
  - -------------------------------                                                       
          Lorne R. Waxlax
  </TABLE>
  
  
  
  
  
                                        II-7
  <PAGE>   9
  
                              QUAKER STATE CORPORATION
  
                              1996 DIRECTORS' FEE PLAN
  
                                          
  
                               REGISTRATION STATEMENT
                                    ON FORM S-8
  
                                          
  
                                   EXHIBIT INDEX
                      (PURSUANT TO ITEM 601 OF REGULATION S-K)
  
  
  <TABLE>
  <CAPTION>
  EXHIBIT
    NO.                             DESCRIPTION AND METHOD OF FILING
  - -------                           --------------------------------
  <S>               <C>
     4.1             Composite Certificate of Incorporation of the registrant
                     (filed as Exhibit 3(i) to the registrant's Quarterly
                     Report on Form 10-Q for the quarter ended June 30, 1995
                     and incorporated herein by reference).
  
     4.2             Bylaws of the registrant, as amended to October 26, 1995
                     (filed as Exhibit 3(ii) to the registrant's Annual Report
                     on Form 10-K for the year ended December 31, 1995 and
                     incorporated herein by reference).
  
     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).
  
     5.1             Opinion of Reed Smith Shaw & McClay as to the legality of
                     the shares of Capital Stock being registered (filed
                     herewith).
  
    23.1             Consent of Reed Smith Shaw & McClay (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-6 of the
                     registration statement).
  
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 28710}]
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": "333-05929", "film-number": "96580584"}, "business-address": {"street1": "222 WEST LAS COLINAS BLVD", "street2": "XEROX CENTER STE 1750", "city": "IRVING", "state": "TX", "zip": "75039", "phone": "8146767780"}, "mail-address": {"street1": "P O BOX 989", "city": "OIL CITY", "state": "PA", "zip": "16301"}, "former-company": {"former-conformed-name": "QUAKER STATE OIL REFINING CORP", "date-changed": "19870715"}}
text: 1
    As filed with the Securities and Exchange Commission on June ______, 1996
                                                             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)
  
                              1996 DIRECTORS' FEE PLAN
                              (Full title of the plan)
                                  _______________
  
                              PAUL E. KONNEY, ESQUIRE
                   VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                              QUAKER STATE CORPORATION
                          225 EAST JOHN CARPENTER FREEWAY
                                IRVING, TEXAS  75062
                                   (214) 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  . . .    250,000 shs.        $15.3125       $3,828,125       $1,320
  ==========================================================================================
  *   Estimated solely for the purpose of calculating the registration fee and
      calculated 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 June 6,
      1996, as quoted in the Wall Street Journal.
  ================================================================================
  2
                                      PART II
  
                              INFORMATION REQUIRED IN
                               REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  
           The following documents filed by the registrant with the Securities
  and Exchange Commission (File No. 1-2677) are incorporated by reference in this
  registration statement:
  
                   (a)  The registrant's latest annual report on Form 10-K filed
           pursuant to Section 13(a) of the Securities Exchange Act of 1934 (the
           "1934 Act");
  
                   (b)  All other reports filed by the registrant pursuant to
           Section 13(a) of the 1934 Act since the end of the fiscal year covered
           by the annual report on Form 10-K referred to in paragraph (a) above;
  
                   (c)  The description of the registrant's Capital Stock
           contained in the registrant's current report on Form 8-K filed
           September 5, 1989, including any amendment or report filed for the
           purpose of updating such description.
  
           All documents 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 paragraph (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
  other contemporaneously or 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 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-1
  3
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Section 145 of the Delaware General Corporation Law provides that a
  corporation shall have power to indemnify any person who was or is a party, or
  is threatened to be made a party to any threatened, pending or completed
  action, suit or proceeding, whether civil, criminal, administrative or
  investigative (other than an action by or in the right of the corporation) by
  reason of the fact that such person is or was a director, officer, employee or
  agent of the corporation, or is or was serving at the request of the
  corporation as a director, officer, employee or  agent of another corporation,
  partnership, joint venture, trust or other enterprise, against expenses
  (including attorneys' fees), judgments, fines and amounts paid in settlement
  actually and reasonably incurred by such person in connection with such action,
  suit or proceeding if such person acted in good faith and in a manner such
  person reasonably believed to be in or not opposed to the best interests of the
  corporation, and, with respect to any criminal action or proceeding, had no
  reasonable cause to believe such person's conduct was unlawful.  The
  termination of any action, suit or proceeding by judgment, order, settlement,
  conviction, or upon a plea of nolo contendere or its equivalent shall not, of
  itself, create a presumption that the person did not act in good faith and in a
  manner which such person reasonably believed to be in or not opposed to the
  best interests of the corporation, and, with respect to any criminal action or
  proceeding, had reasonable cause to believe that his or her conduct was
  unlawful.
  
           Section 145 of the Delaware General Corporation Law also provides that
  a corporation shall have power to indemnify any person who was or is a party,
  or is threatened to be made a party, to any threatened, pending or completed
  action or suit by or in the right of the corporation to procure a judgment in
  its favor by reason of the fact that such person is or was a director, officer,
  employee or agent of the corporation, or is or was serving at the request of
  the corporation as a director, officer, employee or agent of another
  corporation, partnership, joint venture, trust or other enterprise against
  expenses (including attorneys' fees) actually and reasonably incurred by such
  person in connection with the defense or settlement of such action or suit if
  such person acted in good faith and in a manner such person reasonably believed
  to be in or not opposed to the best interests of the corporation and except
  that no indemnification shall be made in respect of any claim, issue or matter
  as to which such person shall have been adjudged to be liable to the
  corporation unless and only to the extent that the Court of Chancery or the
  court in which such action or suit was brought shall determine upon application
  that, despite the adjudication of liability but in view of all the
  circumstances of the case, such person is fairly and reasonably entitled to
  indemnity for such expenses which the Court of Chancery or such other court
  shall deem proper.
  
           Under Section 145, any such indemnification (unless ordered by a
  court) shall be made by the corporation only as authorized in the specific case
  upon a determination that indemnification of the director, officer, employee or
  agent is proper in the circumstances because such person has met the applicable
  standard of conduct.  Such determination shall be made (1) by a majority vote
  of the directors who are not parties to such action, suit or proceeding, even
  though less than a quorum, or (2) if there are no such directors, or if such
  directors so direct, by independent legal counsel in a written opinion or (3)
  by the stockholders.
  
           Notwithstanding the above, Section 145 provides that to the extent
  that a director, officer, employee or agent of a corporation has been
  successful on the merits or otherwise in defense of any action, suit or
  proceeding referred to above, or in defense of any claim, issue or matter
  therein, such person shall be indemnified against expenses (including
  attorneys' fees) actually and reasonably incurred by such person in connection
  therewith.
  
           Section 145 further provides that expenses (including attorneys' fees)
  incurred by an officer or director in defending any civil, criminal,
  administrative or investigative action, suit or proceeding may be paid by the
  corporation in advance of the final disposition of such action, suit or
  proceeding upon receipt of an undertaking by or on behalf of such director or
  officer to repay such amount if it shall ultimately be determined that such
  
                                        II-2
  4
  person is not entitled to be indemnified.  Such expenses (including attorneys'
  fees) incurred by other employees and agents may be so paid upon such terms and
  conditions, if any, as the board of directors deems appropriate.
  
           Finally, Section 145 provides that the indemnification and advancement
  of expenses provided by or granted pursuant to Section 145 shall not be deemed
  exclusive of any other rights to which those seeking indemnification or
  advancement of expenses may be entitled under any by-law, agreement, vote of
  stockholders or disinterested directors or otherwise, both as to action in such
  person's official capacity and as to action in another capacity while holding
  such office, and shall, unless otherwise provided when authorized or ratified,
  continue as to a person who has ceased to be a director, officer, employee or
  agent and inure to the benefit of the heirs, executors and administrators of
  such a person.
  
           Article Sixteenth of the registrant's Certificate of Incorporation
  (the "Indemnification Article") provides that Directors and officers of the
  registrant shall be indemnified except as prohibited by law against reasonable
  expenses and any liability paid or incurred by such person in connection with
  any actual or threatened claim, action, suit or proceeding, whether civil,
  criminal, administrative, investigative or other, whether brought by or in the
  right of the registrant or otherwise, in which such person may be involved by
  reason of such person being or having been a Director or officer of the
  registrant or by reason of the fact that such person is or was serving at the
  request of the registrant as a director, officer, employee, fiduciary or other
  representative of another corporation or other entity.
  
           The registrant has also entered into Indemnification and Insurance
  Agreements with certain of its Directors and from time to time may enter into
  such agreements with other Directors or with certain officers, employees or
  other persons designated by the registrant's Board of Directors.  The
  individual party to the agreement is indemnified for all expenses and liability
  (including amounts paid in settlement) in any proceeding against such party
  unless it shall be determined under a procedure established in the agreement
  that such party knew that his or her conduct was clearly opposed to the best
  interests of the registrant.
  
           Section 145 of the Delaware General Corporation Law provides that a
  corporation shall have power to purchase and maintain insurance on behalf of
  any person who is or was a director, officer, employee or agent of the
  corporation, or is or was serving at the request of the corporation as a
  director, officer, employee or agent of another corporation, partnership, joint
  venture, trust or other enterprise against any liability asserted against such
  person and incurred by such person in any such capacity, or arising out of such
  person's status as such, whether or not the corporation would have the power to
  indemnify such person against such liability under the provisions of Section
  145.
  
           The Indemnification Article provides that the registrant may purchase
  and maintain insurance to protect itself and any Director, officer or other
  person entitled to indemnification under the Indemnification Article against
  any expenses or liability incurred by such person in connection with any claim,
  action, suit or proceeding in which such person may be involved by reason of
  the service of such person to the registrant or to another organization at the
  request of the registrant whether or not the registrant would have the power to
  indemnify such person against such liability by law or under the provisions of
  the Indemnification Article.
  
           The registrant maintains director and officer liability insurance
  covering its Directors and officers with respect to liabilities, including
  liabilities under the Securities Act of 1933, which they may incur in
  connection with their serving as such.  Under this insurance, the insurer will
  pay amounts which the registrant's Directors and officers become legally
  obligated to pay and for which they are legally entitled to indemnification
  from the registrant, and the Directors and officers have coverage against
  certain liabilities for which they may not be entitled to indemnification from
  the registrant, in each case subject to certain limitations and exclusions.
  Each Indemnification and Insurance Agreement provides that if the registrant
  does not maintain in effect the director
  
                                        II-3
  5
  and officer liability insurance in effect at the time the Indemnification and
  Insurance Agreement was entered into, the registrant will make payment to the
  Director to the fullest extent of the coverage that would otherwise have been
  provided by the insurance for the benefit of the Director had the insurance
  been maintained.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
           An Exhibit Index, containing a list of all exhibits filed with this
  registration statement, is included on page II-8.
  
  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
  
                                        II-4
  6
                            (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 herein, and
  the offering of such securities at that time shall be deemed to be the initial
  bona fide offering thereof.
  
           (h)     Filing of Registration Statement on Form S-8.
  
           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-5
  7
                                     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 OF 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 IRVING, TEXAS, ON THE 16TH DAY OF MAY, 1996.
  
                                          QUAKER STATE CORPORATION
  
                                          BY  /S/ HERBERT M. BAUM              
                                            -----------------------------------
                                             HERBERT M. BAUM,
                                             CHAIRMAN OF THE BOARD
                                             AND CHIEF EXECUTIVE OFFICER
  
                                 POWER OF ATTORNEY
  
                KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
  appears below constitutes and appoints Herbert M. Baum, John D. Barr and Paul
  E. Konney, and each of them, the undersigned's 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 the
  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 any 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 HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
  CAPACITIES AND ON THE DATE INDICATED.
  SIGNATURE                           CAPACITY                      DATE
             ---------                           --------                      ----
  /s/ Herbert M. Baum             Chairman of the Board and Chief     May 16, 1996
  - -------------------------------       Executive Officer and Director                  
          Herbert M. Baum               
                                
                                
       /s/ Conrad A. Conrad             Principal Financial Officer         May 16, 1996
  - -------------------------------       and Director                                    
          Conrad A. Conrad              
                                
                                
      /s/ Keith S. Krzeminski           Principal Accounting Officer        May 16, 1996
  - -------------------------------                                                        
        Keith S. Krzeminski     
                                
                                
         /s/ John D. Barr               Director                            May 16, 1996
  - -------------------------------                                                       
            John D. Barr        
                                
       /s/ Leonard M. Carroll           Director                            May 16, 1996
  - -------------------------------                                                        
         Leonard M. Carroll
  II-6
  8
  SIGNATURE                           CAPACITY                      DATE
             ---------                           --------                      ----
  /s/ Laurel Cutler              Director                            May 16, 1996
  - -------------------------------                                                       
           Laurel Cutler        
                                
                                
    /s/ C. Frederick Fetterolf          Director                            May 16, 1996
  - -------------------------------                                                        
       C. Frederick Fetterolf   
                                
                                
       /s/ Thomas A. Gardner            Director                            May 16, 1996
  - -------------------------------                                                       
         Thomas A. Gardner      
                                
                                
       /s/ F. William Grube             Director                            May 16, 1996
  - -------------------------------                                                       
          F. William Grube      
                                
                                
      /s/ Forrest R. Haselton           Director                            May 16, 1996
  - -------------------------------                                                        
        Forrest R. Haselton     
                                
                                
      /s/ Delbert J. McQuaide           Director                            May 16, 1996
  - -------------------------------                                                        
        Delbert J. McQuaide     
                                
                                
         /s/ L. David Myatt             Director                            May 16, 1996
  - -------------------------------                                                       
           L. David Myatt       
                                
                                
      /s/ Raymond A. Ross, Jr.          Director                            May 16, 1996
  - -------------------------------                                                        
       Raymond A. Ross, Jr.     
                                
                                
        /s/ Lorne R. Waxlax             Director                            May 16, 1996
  - -------------------------------                                                       
          Lorne R. Waxlax
  II-7
  9
  
                              QUAKER STATE CORPORATION
  
                              1996 DIRECTORS' FEE PLAN
  
                                          
  
                               REGISTRATION STATEMENT
                                    ON FORM S-8
  
                                          
  
                                   EXHIBIT INDEX
                      (PURSUANT TO ITEM 601 OF REGULATION S-K)
  EXHIBIT
    NO.                             DESCRIPTION AND METHOD OF FILING
  - -------                           --------------------------------
  4.1             Composite Certificate of Incorporation of the registrant
                     (filed as Exhibit 3(i) to the registrant's Quarterly
                     Report on Form 10-Q for the quarter ended June 30, 1995
                     and incorporated herein by reference).
  
     4.2             Bylaws of the registrant, as amended to October 26, 1995
                     (filed as Exhibit 3(ii) to the registrant's Annual Report
                     on Form 10-K for the year ended December 31, 1995 and
                     incorporated herein by reference).
  
     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).
  
     5.1             Opinion of Reed Smith Shaw & McClay as to the legality of
                     the shares of Capital Stock being registered (filed
                     herewith).
  
    23.1             Consent of Reed Smith Shaw & McClay (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-6 of the
                     registration statement).