SC 14D1/A

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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            ------------------------
                                 SCHEDULE 14D-1
                                (Amendment No. 3)
                             Tender Offer Statement
       Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
                            ------------------------
                                Pennzoil Company
                            (Name of Subject Company)
                            ------------------------
                       Union Pacific Resources Group Inc.
                              Resources Newco, Inc.
                                    (Bidders)
                            ------------------------
                   Common Stock, par value $0.83 1/3 per Share
           (Including the Associated Preferred Stock Purchase Rights)
                         (Title of Class of Securities)
                            ------------------------
                                   709903 10 8
                      (CUSIP Number of Class of Securities)
                            ------------------------
                           Joseph A. LaSala, Jr., Esq.
                  Vice President, General Counsel and Secretary
                       Union Pacific Resources Group Inc.
                                801 Cherry Street
                             Fort Worth, Texas 76102
                            Telephone: (817) 877-6000
                 (Name, Address and Telephone Number of Persons
     Authorized to Receive Notices and Communications on Behalf of Bidders)

                                   Copies To:

Howard L. Shecter, Esq.               Paul T. Schnell, Esq.
Morgan, Lewis & Bockius LLP           Skadden, Arps, Slate, Meagher & Flom LLP
101 Park Avenue                       919 Third Avenue
New York, NY 10178-0060               New York, NY 10022-3897
Telephone: (212) 309-6384             Telephone: (212) 735-3000
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         This Amendment No. 3 amends the Tender Offer Statement on Schedule
14D-1 filed on June 23, 1997 (the 'Schedule 14D-1') by Union Pacific Resources
Group Inc., a Utah corporation ('UPR'), and Resources Newco, Inc., a Delaware
corporation and a wholly owned subsidiary of UPR (the 'Purchaser', and together
with UPR, the 'Bidders'), with respect to Purchaser's offer to purchase up to
25,094,200 shares of Common Stock, par value $0.83 1/3 per share (the 'Shares'),
of Pennzoil Company, a Delaware corporation ('Pennzoil'), or such greater number
of Shares as equals 50.1% of the Shares outstanding on a fully-diluted basis, in
each case together with the associated Preferred Stock Purchase Rights, upon the
terms and subject to the conditions set forth in the Offer to Purchase, dated
June 23, 1997 (the 'Offer to Purchase'), and the related Letter of Transmittal
(which, together with any amendments or supplements thereto, collectively
constitute the 'Offer'), which were filed as Exhibits (a)(1) and (a)(2) to the
Schedule 14D-1, respectively. Unless otherwise defined herein, all capitalized
terms used herein shall have the respective meanings given such terms in the
Offer to Purchase.

Item 3. Past Contacts, Transactions or Negotiations with the Subject Company.

Item 3 is hereby amended to add the following:

          On June 27, 1997, Mr. Jack L. Messman sent to each member of the 
Board of Directors of Pennzoil a letter in the form attached to this Schedule
14D-1 as Exhibit (g)(6), which is incorporated by reference herein.

Item 10.  Additional Information.

Item 10 is hereby amended as follows:

          (c)  On June 25, 1997, UPR filed with the Antitrust Division of the
               Department of Justice and the Federal Trade Commission a
               Notification and Report Form with respect to the Offer under the
               Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended
               (the "HSR Act"), and a request for early termination of the
               applicable 15-calendar day waiting period under the HSR Act. The
               waiting period under the HSR Act with respect to the Offer will
               expire on 11:59 p.m., New York City time, on July 10, 1997,
               unless early termination of the waiting period is granted.

Item 11.  Material to be Filed as Exhibits.

         Item 11 is hereby amended to add the following:

         (a) (10) Published message to Pennzoil Chief Executive Officer and 
                  Board of Directors, dated June 30, 1997.

         (g) (6)  Form of letter, dated June 27, 1997, to each member of the
                  Board of Directors of Pennzoil.
                  




                                   SIGNATURES

         After due inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.

                                   UNION PACIFIC RESOURCES GROUP INC.

                                   By: /s/ JACK L. MESSMAN
                                      ------------------------------------------
                                   Name: Jack L. Messman
                                   Title:  Chairman and Chief Executive Officer

                                   RESOURCES NEWCO, INC.


                                   By: /s/ JACK L. MESSMAN
                                      ------------------------------------------
                                   Name: Jack L. Messman
                                   Title:  President

Dated: June 30, 1997



                                  EXHIBIT INDEX




Exhibit No.                            Description                             Page No.
- ----------                             -----------                             --------
                                                                         

(a) (10)   Published message to Pennzoil Chief Executive Officer and 
           Board of Directors, dated June 30, 1997.

(g) (6)    Form of letter, dated June 27, 1997, to each member of the
           Board of Directors of Pennzoil.

EX-99.(A)(10)

UPR

               A Message to Pennzoil's CEO and Board of Directors
                       from Union Pacific Resources Group

                                 "Just Say Yes"


In 1995, Pennzoil proposed combining UPR and Pennzoil. You said it "provided
the best possible fit." You urged us then to just say yes.

Pennzoil said that UPR and Pennzoil together would become "the premier 
exploration and production company in the world." You urged us then to just say
yes.

       Pennzoil had a great idea in 1995. It is still a great idea today.

Now it's 1997, and you can't take back what you said. You can't "just say no" to
Pennzoil shareholders and employees. You can't change the facts:

     o  Pennzoil's share price has consistently underperformed its peers and the
        market. From the beginning of 1990 until the day before UPR made its
        offer, Pennzoil's stock price dropped 33%, while the Dow Jones
        Industrial Average* nearly tripled.

     o  In 1988, Pennzoil received a $3 billion windfall from a litigation
        settlement with Texaco. Since then, stockholder equity value has
        declined. As one analyst recently said, Pennzoil has experienced "value
        evaporation."


     o  We are offering $84 per share now - plus the opportunity to invest in
        the upside potential of the combined company. In present value terms,
        our $84 per share proposal exceeds the Pennzoil CEO's target values of
        $80 to $100 over the next four to five years.

     o  UPR can deliver greater value - quickly and over the long term - with
        our superior financial resources and our proven ability to drill and
        develop oil and gas properties.

                            You can't "just say no."
                      These two companies belong together.

                             We are not going away.
          We are committed to the successful completion of this offer.

                         To maximize shareholder value,
                 "JUST SAY YES" to a UPR/Pennzoil combination.

This is not an offer to purchase shares of Pennzoil, nor is it an offer to sell
any UPR common stock which may be issued in a merger involving Pennzoil and a
subsidiary of UPR. The cash tender offer by a subsidiary of UPR to acquire 50.1%
of Pennzoil's common shares will be made solely by the Offer to Purchase and the
related Letter of Transmittal. Any issuance of UPR common stock in any merger 
involving Pennzoil and a subsidiary of UPR would have to be registered under 
the Securities Act of 1933, as amended, and such UPR common stock would be
offered only by means of a prospectus complying with such Act.

*The Dow Jones Industrial Average(R) is a registered trademark of Dow Jones &
Company, Inc.

EX-99.(G)(6)

Union Pacific Resources

Jack L. Messman
Chairman & CEO



                                                                   June 27, 1997

Via Facsimile: [            ]

[Pennzoil Director]
[Address]


Dear [Pennzoil Director]

     I have outlined below some thoughts that summarize how we view our 
proposal, in the hope that you will find them useful in making your decision.

     1). Pennzoil, by itself, cannot create sufficient shareholder value to
         compete with UPR's $84 per share bid and the long-term shareholder
         value the combined company will provide. A "just say no" defense, in
         this circumstance, is not appropriate. Many of your major shareholders
         agree with this conclusion.

     2). We have proposed a strategic merger to create a powerful and profitable
         company, with a great future for both companies' shareholders,
         employees and other constituencies. In 1995, Jim Pate agreed when he
         stated that UPR and Pennzoil "provided the best possible fit" and that
         "the combined entity would become the premier exploration and
         production company in the world."

     3). There is really only one issue: who is going to run the combined 
         company? We have proposed the formation of a management team from both
         companies, which is both realistic and equitable. This should not be a
         point for which shareholder value and the creation of a great company
         are sacrificed.

     4). We are committed to this transaction. UPR is not going away. This is a 
         terrific transaction for both companies. Let's focus on the future and
         move forward together now.

     As you consider our offer and debate Pennzoil's options, we are confident
that you will conclude that no alternative course of action can equal the value
of our proposal. A combination with UPR will deliver the greatest value for
Pennzoil shareholders, create the most opportunities for Pennzoil employees and
do the most the enrich the legacy of the Pennzoil name.

                                      Sincerely,


                                      /s/ Jack L. Messman



801 Cherry Street   Fort Worth, Texas 76102-6803