content: <PAGE>   1
      As filed with the Securities and Exchange Commission on August 7, 1997
                                                    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)
  
  
                            1994 STOCK INCENTIVE PLAN
                             (Full title of the plan)
                                                                      
                                 ---------------
  
                             PAUL E. KONNEY, ESQUIRE
               SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                             QUAKER STATE CORPORATION
                         225 EAST JOHN CARPENTER FREEWAY
                               IRVING, TEXAS  75062
                                  (972) 868-0400
            (Name, address and telephone number of agent for service)
                                                                      
                                 ---------------
  
                         CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  ================================================================================================================
                 Title of                                          Proposed              Proposed
                securities                        Amount            maximum               maximum      Amount of
                  to be                            to be        offering price           aggregate   registration
                registered                      registered         per share          offering price     fee
  ----------------------------------------------------------------------------------------------------------------
  <S>                                          <C>                <C>                   <C>           <C>
  Capital Stock, par value 
       $1.00 per share                         3,500,000 shs.     $15.75(1)            $55,125,000   $16,704.55 
  Rights to purchase Capital 
       Stock                                      (2)                (2)                    (2)           (2)
  ================================================================================================================
  </TABLE>
  
  (1) Estimated solely for the purpose of calculating the registration fee
  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 August 5, 1997, as
  quoted in the Wall Street Journal.  
  
  (2) Such number of Rights as are associated with the shares of capital stock
  registered hereby from time to time pursuant to the terms of the Registrant's
  Stockholder Rights Plan. Initially the Rights are attached to and trade with the
  shares of capital stock.  Pursuant to Rule 457, no additional registration fee
  is required for the Rights.
  ================================================================================
  <PAGE>   2
                                      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 Annual Report on Form 10-K for the year ended
      December 31, 1996, 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 (a) above;
  
           (c)  Company's Current Reports on Form 8-K, filed July 13, 1996 and
      Form 8-K/A-1 filed on September 11, 1996 relating to the acquisition of
      Blue Coral, Inc.; in conjunction with the audited financial statements of
      Blue Coral, Inc., see footnote 2 of the consolidated financial statements
      of the Company incorporated by reference in its Annual Report on Form 10-K
      for the fiscal year ended December 31, 1996, describing the sale of
      Nicsand, Inc. to its minority stockholder;
  
           (d)  Company's Current Reports on Form 8-K, filed October 10, 1996 and
      Form 8-K/A-1 filed December 17, 1996, relating to the acquisition of Medo
      Industries, Inc. and its affiliated companies; and
  
           (e)  The description of the registrant's Capital Stock contained in
      the registrant's Current Report on Form 8-K filed November 12, 1996,
      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 (a) above and prior to the filing of a post-effective
  amendment which indicates that all securities offered hereby have been sold or
  which deregisters all securities then remaining unsold shall be deemed to be
  incorporated by reference in this registration statement and to be a part
  hereof from the date of filing of such documents, except that the information
  included in any document in response to paragraphs (i), (k) or (l) of Item 402
  of Regulation S-K is not incorporated by reference in this registration
  statement.
  
      Any statement contained in a document incorporated or deemed to be
  incorporated by reference in this registration statement shall be deemed to be
  modified or superseded for purposes of this registration statement to the
  extent that a statement contained in this registration statement or in any
  subsequently filed document which also is or is deemed to be incorporated by
  reference in this registration statement modifies or supersedes such statement.
  Any statement so modified or superseded shall not be
  
                                       II-1
  <PAGE>   3
  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.
  
  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.
                                       II-2
  <PAGE>   4
      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
  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 bylaw, 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 
  
                                       II-3
  <PAGE>   5
  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 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.
  
                                       II-4
  <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
                     containing amendments through May 16, 1997, filed herewith.
                                                                                
  4.2                Bylaws of the registrant, as amended and restated on March 
                     27, 1997, filed as Exhibit 3 to the registrant's Quarterly 
                     Report on Form 10-Q for the quarter ended March 31,
                     1997 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.                          
                                                                                
  4.4                Quaker State Corporation 1994 Stock Incentive Plan, as 
                     amended and restated through May 16, 1997, filed             
                     herewith.  
                                
  5.1                Opinion of Vinson & Elkins L.L.P. as to the legality of the
                     shares of Capital Stock being registered, filed herewith. 
                                                                               
  23.1               Consent of Vinson & Elkins L.L.P., included in Exhibit 5.1 
                     filed herewith.                   
                                                                            
  23.2               Consent of Coopers & Lybrand L.L.P., filed herewith. 
                                                                      
  23.3               Consent of Arthur Andersen LLP, filed herewith. 
                                                                     
  23.4               Consent of Ernst & Young LLP, filed herewith.  
                                                                    
  24.1               Power of Attorney (set forth on page II-8 of the 
                     registration statement).    
  </TABLE>
  
                                       II-5
  <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 Exchange Act documents by reference.
  
      The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the 1933 Act, each filing of the registrant's
  annual report pursuant to section 13(a) or section 15(d) of the 1934 Act that
  is incorporated by reference in the registration statement shall be deemed to
  be a new registration statement relating to the securities offered therein, and
  the offering of such securities at that time shall be deemed to be the initial
  bona fide offering thereof.
  
  
                                       II-6
  <PAGE>   8
      (h)  Commission opinion regarding indemnification.
  
      Insofar as indemnification for liabilities arising under the 1933 Act may
  be permitted to directors, officers and controlling persons of the registrant
  pursuant to the provisions described under Item 6 above, or otherwise, the
  registrant has been advised that, in the opinion of the Securities and Exchange
  Commission, such indemnification is against public policy as expressed in the
  1933 Act and is, therefore, unenforceable.  In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  registrant of expenses incurred or paid by a director, officer or controlling
  person of the registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the registrant will, unless in
  the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether
  such indemnification by it is against public policy as expressed in the 1933
  Act and will be governed by the final adjudication of such issue.
  
  
                                       II-7
  <PAGE>   9
                                     SIGNATURES
  
      Pursuant to the requirements of the Securities Act of 1933, the registrant
  certifies that it has reasonable grounds to believe that it meets all the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Irving, State of Texas, on August 7, 1997.
  
                            QUAKER STATE CORPORATION
  
  
                            By: /s/ Herbert M. Baum
                               -----------------------------
                                   (Herbert M. Baum)
                                    Chairman of the Board and
                                    Chief Executive Officer
  
                                POWER OF ATTORNEY
  
      We, the undersigned officers and directors of Quaker State Corporation,
  hereby severally constitute Conrad A. Conrad and Paul E. Konney, and each of
  them singly, our true and lawful attorneys-in-fact and agents, with full power
  of substitution and resubstitution, for the undersigned and in the
  undersigned's name, place and stead, in any and all capacities, to sign any and
  all amendments (including post effective amendments) to this Registration
  Statement, and to file same, with all exhibits thereto, and other documents in
  connection therewith, with the Securities and Exchange Commission, granting
  unto said attorneys-in-fact and agents, and each of them, full power and
  authority to do and perform each and every act and thing requisite and
  necessary to be done, as fully to all intents and purposes as the undersigned
  might or could do in person, hereby ratifying and confirming all that said
  attorneys-in-fact and agents or either of them, or their or his substitutes,
  may lawfully do or cause to be done by virtue thereof.
  
      Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement and Power of Attorney have been signed by the following
  persons in the capacities and on the date indicated.
  
  <TABLE>
  <CAPTION>
           Name                                           Title                                      Date
           ----                                           -----                                      ----
  <S>                                            <C>                                                 <C>
    /s/ Herbert M. Baum                            Chairman of the Board, Chief                      8/7/97
  --------------------------------                 Executive Officer and Director                                   
       (Herbert M. Baum)                           (Principal Executive Officer) 
                                                                                 
  
    /s/ Conrad A. Conrad                           Vice Chairman, Chief Financial                    8/7/97 
  --------------------------------                 Officer and Director (Principal
       (Conrad A. Conrad)                          Financial Officer)
  
  
    /s/ Keith S. Krzeminski                        Vice President and Controller                     8/7/97 
  --------------------------------                 (Principal Accounting Officer)  
       (Keith S. Krzeminski)               
  </TABLE>
  
                                       II-8
  <PAGE>   10
  <TABLE>
  <CAPTION>
           Name                                    Title                                              Date
           ----                                    -----                                              ----
  <S>                                            <C>                                                 <C>
    /s/ John D. Barr                             Director                                            8/7/97
  --------------------------------
       (John D. Barr)
  
  
    /s/ Leonard M. Carroll                       Director                                            8/7/97
  --------------------------------
       (Leonard M. Carroll)
  
  
    /s/ J. Taylor Crandall                       Director                                            8/7/97
  --------------------------------
       (J. Taylor Crandall)
  
  
    /s/ Laurel Cutler                            Director                                            8/7/97
  -------------------------------- 
       (Laurel Cutler)
  
  
    /s/ C. Frederick Fetterolf                   Director                                            8/7/97
  --------------------------------
       (C. Frederick Fetterolf)
  
  
    /s/ Thomas A. Gardner                        Director                                            8/7/97
  --------------------------------
       (Thomas A. Gardner)
  
  
    /s/ F. William Grube                         Director                                            8/7/97
  --------------------------------
       (F. William Grube)
  
  
    /s/ Forrest R. Haselton                      Director                                            8/7/97
  --------------------------------
       (Forrest R. Haselton)
  
  
    /s/ L. David Myatt                           Director                                            8/7/97
  --------------------------------
       (L. David Myatt)
  
  
    /s/ Raymond A. Ross, Jr.                     Director                                            8/7/97
  --------------------------------
       (Raymond A. Ross, Jr.)
  
  
    /s/ Lorne R. Waxlax                          Director                                            8/7/97
  --------------------------------
       (Lorne R. Waxlax)
  </TABLE>
  <PAGE>   11
                              QUAKER STATE CORPORATION
  
                             1994 STOCK INCENTIVE 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 containing amendments through May 16, 1997, filed
               herewith.
  
      4.2      Bylaws of the registrant, as amended and restated on March 27, 1997, filed as Exhibit 3 to the registrant's
               Quarterly Report on Form 10-Q for the quarter ended March 31, 1997 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.
  
      4.4      Quaker State Corporation 1994 Stock Incentive Plan, as amended and restated through May 16, 1997, filed
               herewith.
  
      5.1      Opinion of Vinson & Elkins L.L.P. as to the legality of the shares of Capital Stock being registered, filed
               herewith.
  
      23.1     Consent of Vinson & Elkins L.L.P., included in Exhibit 5.1 filed herewith.
  
      23.2     Consent of Coopers & Lybrand L.L.P., filed herewith.
  
      23.3     Consent of Arthur Andersen LLP, filed herewith.
  
      23.4     Consent of Ernst & Young LLP, filed herewith.
  
      24.1     Power of Attorney (set forth on page II-8 of the registration statement).
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 31190}]
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": "333-33099", "film-number": "97653274"}, "business-address": {"street1": "225 E JOHN CARPENTER FREEWAY", "city": "IRVING", "state": "TX", "zip": "75062-2632", "phone": "8146767780"}, "mail-address": {"street1": "225 E JOHN CARPENTER FREEWAY", "city": "IRVING", "state": "TX", "zip": "75062-2632"}, "former-company": {"former-conformed-name": "QUAKER STATE OIL REFINING CORP", "date-changed": "19870715"}}
text: 1
      As filed with the Securities and Exchange Commission on August 7, 1997
                                                    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)
  
                            1994 STOCK INCENTIVE PLAN
                             (Full title of the plan)
                                                                      
                                 ---------------
  
                             PAUL E. KONNEY, ESQUIRE
               SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                             QUAKER STATE CORPORATION
                         225 EAST JOHN CARPENTER FREEWAY
                               IRVING, TEXAS  75062
                                  (972) 868-0400
            (Name, address and telephone number of agent for service)
                                                                      
                                 ---------------
  
                         CALCULATION OF REGISTRATION FEE
  ================================================================================================================
                 Title of                                          Proposed              Proposed
                securities                        Amount            maximum               maximum      Amount of
                  to be                            to be        offering price           aggregate   registration
                registered                      registered         per share          offering price     fee
  ----------------------------------------------------------------------------------------------------------------
  Capital Stock, par value 
       $1.00 per share                         3,500,000 shs.     $15.75(1)            $55,125,000   $16,704.55 
  Rights to purchase Capital 
       Stock                                      (2)                (2)                    (2)           (2)
  ================================================================================================================
  (1) Estimated solely for the purpose of calculating the registration fee
  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 August 5, 1997, as
  quoted in the Wall Street Journal.  
  
  (2) Such number of Rights as are associated with the shares of capital stock
  registered hereby from time to time pursuant to the terms of the Registrant's
  Stockholder Rights Plan. Initially the Rights are attached to and trade with the
  shares of capital stock.  Pursuant to Rule 457, no additional registration fee
  is required for the Rights.
  ================================================================================
  2
                                      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 Annual Report on Form 10-K for the year ended
      December 31, 1996, 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 (a) above;
  
           (c)  Company's Current Reports on Form 8-K, filed July 13, 1996 and
      Form 8-K/A-1 filed on September 11, 1996 relating to the acquisition of
      Blue Coral, Inc.; in conjunction with the audited financial statements of
      Blue Coral, Inc., see footnote 2 of the consolidated financial statements
      of the Company incorporated by reference in its Annual Report on Form 10-K
      for the fiscal year ended December 31, 1996, describing the sale of
      Nicsand, Inc. to its minority stockholder;
  
           (d)  Company's Current Reports on Form 8-K, filed October 10, 1996 and
      Form 8-K/A-1 filed December 17, 1996, relating to the acquisition of Medo
      Industries, Inc. and its affiliated companies; and
  
           (e)  The description of the registrant's Capital Stock contained in
      the registrant's Current Report on Form 8-K filed November 12, 1996,
      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 (a) above and prior to the filing of a post-effective
  amendment which indicates that all securities offered hereby have been sold or
  which deregisters all securities then remaining unsold shall be deemed to be
  incorporated by reference in this registration statement and to be a part
  hereof from the date of filing of such documents, except that the information
  included in any document in response to paragraphs (i), (k) or (l) of Item 402
  of Regulation S-K is not incorporated by reference in this registration
  statement.
  
      Any statement contained in a document incorporated or deemed to be
  incorporated by reference in this registration statement shall be deemed to be
  modified or superseded for purposes of this registration statement to the
  extent that a statement contained in this registration statement or in any
  subsequently filed document which also is or is deemed to be incorporated by
  reference in this registration statement modifies or supersedes such statement.
  Any statement so modified or superseded shall not be
  
                                       II-1
  3
  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.
  
  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.
                                       II-2
  4
      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
  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 bylaw, 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 
  
                                       II-3
  5
  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 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.
  
                                       II-4
  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
                     containing amendments through May 16, 1997, filed herewith.
                                                                                
  4.2                Bylaws of the registrant, as amended and restated on March 
                     27, 1997, filed as Exhibit 3 to the registrant's Quarterly 
                     Report on Form 10-Q for the quarter ended March 31,
                     1997 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.                          
                                                                                
  4.4                Quaker State Corporation 1994 Stock Incentive Plan, as 
                     amended and restated through May 16, 1997, filed             
                     herewith.  
                                
  5.1                Opinion of Vinson & Elkins L.L.P. as to the legality of the
                     shares of Capital Stock being registered, filed herewith. 
                                                                               
  23.1               Consent of Vinson & Elkins L.L.P., included in Exhibit 5.1 
                     filed herewith.                   
                                                                            
  23.2               Consent of Coopers & Lybrand L.L.P., filed herewith. 
                                                                      
  23.3               Consent of Arthur Andersen LLP, filed herewith. 
                                                                     
  23.4               Consent of Ernst & Young LLP, filed herewith.  
                                                                    
  24.1               Power of Attorney (set forth on page II-8 of the 
                     registration statement).
  II-5
  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 Exchange Act documents by reference.
  
      The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the 1933 Act, each filing of the registrant's
  annual report pursuant to section 13(a) or section 15(d) of the 1934 Act that
  is incorporated by reference in the registration statement shall be deemed to
  be a new registration statement relating to the securities offered therein, and
  the offering of such securities at that time shall be deemed to be the initial
  bona fide offering thereof.
  
                                       II-6
  8
      (h)  Commission opinion regarding indemnification.
  
      Insofar as indemnification for liabilities arising under the 1933 Act may
  be permitted to directors, officers and controlling persons of the registrant
  pursuant to the provisions described under Item 6 above, or otherwise, the
  registrant has been advised that, in the opinion of the Securities and Exchange
  Commission, such indemnification is against public policy as expressed in the
  1933 Act and is, therefore, unenforceable.  In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  registrant of expenses incurred or paid by a director, officer or controlling
  person of the registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the registrant will, unless in
  the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether
  such indemnification by it is against public policy as expressed in the 1933
  Act and will be governed by the final adjudication of such issue.
  
                                       II-7
  9
                                     SIGNATURES
  
      Pursuant to the requirements of the Securities Act of 1933, the registrant
  certifies that it has reasonable grounds to believe that it meets all the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Irving, State of Texas, on August 7, 1997.
  
                            QUAKER STATE CORPORATION
  
                            By: /s/ Herbert M. Baum
                               -----------------------------
                                   (Herbert M. Baum)
                                    Chairman of the Board and
                                    Chief Executive Officer
  
                                POWER OF ATTORNEY
  
      We, the undersigned officers and directors of Quaker State Corporation,
  hereby severally constitute Conrad A. Conrad and Paul E. Konney, and each of
  them singly, our true and lawful attorneys-in-fact and agents, with full power
  of substitution and resubstitution, for the undersigned and in the
  undersigned's name, place and stead, in any and all capacities, to sign any and
  all amendments (including post effective amendments) to this Registration
  Statement, and to file same, with all exhibits thereto, and other documents in
  connection therewith, with the Securities and Exchange Commission, granting
  unto said attorneys-in-fact and agents, and each of them, full power and
  authority to do and perform each and every act and thing requisite and
  necessary to be done, as fully to all intents and purposes as the undersigned
  might or could do in person, hereby ratifying and confirming all that said
  attorneys-in-fact and agents or either of them, or their or his substitutes,
  may lawfully do or cause to be done by virtue thereof.
  
      Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement and Power of Attorney have been signed by the following
  persons in the capacities and on the date indicated.
  Name                                           Title                                      Date
           ----                                           -----                                      ----
  /s/ Herbert M. Baum                            Chairman of the Board, Chief                      8/7/97
  --------------------------------                 Executive Officer and Director                                   
       (Herbert M. Baum)                           (Principal Executive Officer) 
                                                                                 
  
    /s/ Conrad A. Conrad                           Vice Chairman, Chief Financial                    8/7/97 
  --------------------------------                 Officer and Director (Principal
       (Conrad A. Conrad)                          Financial Officer)
  
    /s/ Keith S. Krzeminski                        Vice President and Controller                     8/7/97 
  --------------------------------                 (Principal Accounting Officer)  
       (Keith S. Krzeminski)
  II-8
  10
  Name                                    Title                                              Date
           ----                                    -----                                              ----
  /s/ John D. Barr                             Director                                            8/7/97
  --------------------------------
       (John D. Barr)
  
    /s/ Leonard M. Carroll                       Director                                            8/7/97
  --------------------------------
       (Leonard M. Carroll)
  
    /s/ J. Taylor Crandall                       Director                                            8/7/97
  --------------------------------
       (J. Taylor Crandall)
  
    /s/ Laurel Cutler                            Director                                            8/7/97
  -------------------------------- 
       (Laurel Cutler)
  
    /s/ C. Frederick Fetterolf                   Director                                            8/7/97
  --------------------------------
       (C. Frederick Fetterolf)
  
    /s/ Thomas A. Gardner                        Director                                            8/7/97
  --------------------------------
       (Thomas A. Gardner)
  
    /s/ F. William Grube                         Director                                            8/7/97
  --------------------------------
       (F. William Grube)
  
    /s/ Forrest R. Haselton                      Director                                            8/7/97
  --------------------------------
       (Forrest R. Haselton)
  
    /s/ L. David Myatt                           Director                                            8/7/97
  --------------------------------
       (L. David Myatt)
  
    /s/ Raymond A. Ross, Jr.                     Director                                            8/7/97
  --------------------------------
       (Raymond A. Ross, Jr.)
  
    /s/ Lorne R. Waxlax                          Director                                            8/7/97
  --------------------------------
       (Lorne R. Waxlax)
  11
                              QUAKER STATE CORPORATION
  
                             1994 STOCK INCENTIVE 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 containing amendments through May 16, 1997, filed
               herewith.
  
      4.2      Bylaws of the registrant, as amended and restated on March 27, 1997, filed as Exhibit 3 to the registrant's
               Quarterly Report on Form 10-Q for the quarter ended March 31, 1997 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.
  
      4.4      Quaker State Corporation 1994 Stock Incentive Plan, as amended and restated through May 16, 1997, filed
               herewith.
  
      5.1      Opinion of Vinson & Elkins L.L.P. as to the legality of the shares of Capital Stock being registered, filed
               herewith.
  
      23.1     Consent of Vinson & Elkins L.L.P., included in Exhibit 5.1 filed herewith.
  
      23.2     Consent of Coopers & Lybrand L.L.P., filed herewith.
  
      23.3     Consent of Arthur Andersen LLP, filed herewith.
  
      23.4     Consent of Ernst & Young LLP, filed herewith.
  
      24.1     Power of Attorney (set forth on page II-8 of the registration statement).