content: <PAGE>   1
        As Filed with Securities and Exchange Commission on June 19, 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)
  
  
                              QUAKER STATE CORPORATION
                           THRIFT AND STOCK PURCHASE PLAN
                                (Full title of 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 . . . .  2,000,000 shs. $15.125       $30,250,000     $10,432
  </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 14, 1996, as
  quoted in The Wall Street Journal.
  
                                  _______________
  
    In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
  registration statement also covers an indeterminate amount of interests to be
  offered or sold pursuant to the employee benefit plan described herein.
  <PAGE>   2
  
  
  
  
  
                                      PART II
  
                              INFORMATION REQUIRED IN
                               REGISTRATION STATEMENT
  
  
  ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  
  The following documents filed with the Securities and Exchange Commission (File
  No. 1-2677) by  Quaker State Corporation ("Quaker State") and the Quaker State
  Corporation Thrift and Stock Purchase Plan (the "Plan") are incorporated by
  reference in this registration statement:
  
     (i)  Quaker State's latest annual report on Form 10-K filed pursuant to
  Section 13(a) of the Securities Exchange Act of 1934 (the "1934 Act");
  
     (ii)  All other reports filed by Quaker State 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 (i) above;
  
     (iii)  The description of Quaker State's Capital Stock contained in Quaker
  State's current report on Form 8-K filed on September 5, 1989 pursuant to
  Section 13(a) of the 1934 Act, including any amendment or report filed for the
  purpose of updating such description; and
  
     (iv)  The Plan's latest annual report on Form 11-K filed pursuant to Section
  15(d) of the 1934 Act.
  
     All documents filed by Quaker State and the Plan pursuant to Sections 13(a),
  13(c), 14 or 15(d) of the 1934 Act subsequent to the filing of the annual
  reports on Form 10-K and Form 11-K referred to in (i) and (iv) 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.
  <PAGE>   3
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
     Not applicable.
  
  
  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
  <PAGE>   4
  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
  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.
  <PAGE>   5
     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 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.
  <PAGE>   6
  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, 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.
  
     23.1       Consent of Coopers & Lybrand L.L.P., filed herewith.
  
     24.1       Powers of Attorney, filed herewith as part of signature page.
  </TABLE>
  
     No legal opinion with respect to the legality of the shares being registered
  is being filed because no original issuance shares are sold under the Plan.
  The Internal Revenue Service ("IRS") has determined that the Plan, as amended
  through April 25, 1995, meets the requirements of Section 401 of the Internal
  Revenue Code (the "Code").  Quaker State hereby undertakes that it will submit
  all amendments to the Plan subsequent to that date to the IRS in a timely
  manner and that Quaker State will make all changes required by the IRS in order
  to qualify the Plan under Section 401 of the Code.
  <PAGE>   7
  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 1934 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
  <PAGE>   8
  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.
  <PAGE>   9
                                     SIGNATURES
  
     THE REGISTRANT.  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
                                          
  <PAGE>   10
  
                                 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
  - ---------------------------------                                                                 
     Herbert M. Baum                         Executive Officer and Director
  
  
  /s/  Conrad A. Conrad                      Principal Financial Officer                May 16, 1996
  - ---------------------------------                                                                 
     Conrad A. Conrad                        and Director
  
  
  /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
  
  
  /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
  </TABLE>
  <PAGE>   11
  
  <TABLE>
  <S>                                        <C>                                        <C>
  /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>
  <PAGE>   12
     The Plan.  Pursuant to the requirements of the Securities Act of 1933, the
  trustees (or other persons who administer the employee benefit plan) have 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 Thrift and 
                                          Stock Purchase Plan
                                          
                                          
                                          
                                          By  /s/  Thomas A. Gardner    
                                              --------------------------
                                          
                                          Thomas A. Gardner, Chairman of the 
                                          Organization and Compensation Committee
                                          of the Board of Directors of Quaker 
                                          State Corporation, Plan Administrator
                                          
  <PAGE>   13
                              QUAKER STATE CORPORATION
  
                           THRIFT AND STOCK PURCHASE PLAN
  
  
  
                               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, 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.
  
     23.1       Consent of Coopers & Lybrand L.L.P., filed herewith.
  
     24.1       Powers of Attorney, filed herewith as part of signature page.
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 29873}]
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": "333-06291", "film-number": "96582987"}, "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 Securities and Exchange Commission on June 19, 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)
  
                              QUAKER STATE CORPORATION
                           THRIFT AND STOCK PURCHASE PLAN
                                (Full title of 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 . . . .  2,000,000 shs. $15.125       $30,250,000     $10,432
  * 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 14, 1996, as
  quoted in The Wall Street Journal.
  
                                  _______________
  
    In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
  registration statement also covers an indeterminate amount of interests to be
  offered or sold pursuant to the employee benefit plan described herein.
  2
  
                                      PART II
  
                              INFORMATION REQUIRED IN
                               REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  
  The following documents filed with the Securities and Exchange Commission (File
  No. 1-2677) by  Quaker State Corporation ("Quaker State") and the Quaker State
  Corporation Thrift and Stock Purchase Plan (the "Plan") are incorporated by
  reference in this registration statement:
  
     (i)  Quaker State's latest annual report on Form 10-K filed pursuant to
  Section 13(a) of the Securities Exchange Act of 1934 (the "1934 Act");
  
     (ii)  All other reports filed by Quaker State 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 (i) above;
  
     (iii)  The description of Quaker State's Capital Stock contained in Quaker
  State's current report on Form 8-K filed on September 5, 1989 pursuant to
  Section 13(a) of the 1934 Act, including any amendment or report filed for the
  purpose of updating such description; and
  
     (iv)  The Plan's latest annual report on Form 11-K filed pursuant to Section
  15(d) of the 1934 Act.
  
     All documents filed by Quaker State and the Plan pursuant to Sections 13(a),
  13(c), 14 or 15(d) of the 1934 Act subsequent to the filing of the annual
  reports on Form 10-K and Form 11-K referred to in (i) and (iv) 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.
  3
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
     Not applicable.
  
  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
  4
  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
  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.
  5
     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 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.
  6
  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, 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.
  
     23.1       Consent of Coopers & Lybrand L.L.P., filed herewith.
  
     24.1       Powers of Attorney, filed herewith as part of signature page.
  No legal opinion with respect to the legality of the shares being registered
  is being filed because no original issuance shares are sold under the Plan.
  The Internal Revenue Service ("IRS") has determined that the Plan, as amended
  through April 25, 1995, meets the requirements of Section 401 of the Internal
  Revenue Code (the "Code").  Quaker State hereby undertakes that it will submit
  all amendments to the Plan subsequent to that date to the IRS in a timely
  manner and that Quaker State will make all changes required by the IRS in order
  to qualify the Plan under Section 401 of the Code.
  7
  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 1934 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
  8
  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.
  9
                                     SIGNATURES
  
     THE REGISTRANT.  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
  10
  
                                 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
  - ---------------------------------                                                                 
     Herbert M. Baum                         Executive Officer and Director
  
  /s/  Conrad A. Conrad                      Principal Financial Officer                May 16, 1996
  - ---------------------------------                                                                 
     Conrad A. Conrad                        and Director
  
  /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
  
  /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
  11
  /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
  12
     The Plan.  Pursuant to the requirements of the Securities Act of 1933, the
  trustees (or other persons who administer the employee benefit plan) have 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 Thrift and 
                                          Stock Purchase Plan
                                          
                                          
                                          
                                          By  /s/  Thomas A. Gardner    
                                              --------------------------
                                          
                                          Thomas A. Gardner, Chairman of the 
                                          Organization and Compensation Committee
                                          of the Board of Directors of Quaker 
                                          State Corporation, Plan Administrator
  13
                              QUAKER STATE CORPORATION
  
                           THRIFT AND STOCK PURCHASE PLAN
  
                               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, 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.
  
     23.1       Consent of Coopers & Lybrand L.L.P., filed herewith.
  
     24.1       Powers of Attorney, filed herewith as part of signature page.