SC 14D9/A

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                                 SCHEDULE 14D-9
                     SOLICITATION/RECOMMENDATION STATEMENT
                               (AMENDMENT NO. 19)
                      Pursuant to Section 14(d)(4) of the
                        Securities Exchange Act of 1934
 
                                PENNZOIL COMPANY
                           (Name of Subject Company)
 
                                PENNZOIL COMPANY
                      (Name of Person(s) Filing Statement)
 
                  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)
 
                                LINDA F. CONDIT
                              CORPORATE SECRETARY
                                PENNZOIL COMPANY
                         PENNZOIL PLACE, P.O. BOX 2967
                           HOUSTON, TEXAS 77252-2967
                                 (713) 546-8910
            (Name, address and telephone number of person authorized
     to receive notice and communications on behalf of the person(s) filing
                                   statement)
 
                                   Copies To:
 
                                        
          Moulton Goodrum, Jr.                     Charles F. Richards, Jr.
          Baker & Botts, L.L.P.                    Richards, Layton & Finger
             One Shell Plaza                           One Rodney Square
        Houston, Texas 77002-4995                        P.O. Box 551
             (713) 229-1234                     Wilmington, Delaware 19899-0551
                                                        (302) 658-6541


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     This Amendment No. 19 (this "Amendment") amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9, as amended, originally
filed on July 1, 1997 by Pennzoil Company, a Delaware corporation (the
"Company"), relating to a tender offer commenced by Resources Newco, Inc., a
wholly owned subsidiary of Union Pacific Resources Group Inc., on June 23, 1997.
 
     All capitalized terms used in this Amendment without definition have the
meanings attributed to them in the Schedule 14D-9.
 
     The items of the Schedule 14D-9 set forth below are hereby amended by
adding the following:
 
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
 


        EXHIBIT
          NO.                            DESCRIPTION
        -------                          -----------
              
 
          59     Press Release of the Company dated September 10, 1997.

 
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     After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
 
                                          PENNZOIL COMPANY
 
Dated: September 10, 1997                 By:     /s/  James L. Pate
                                                      James L. Pate
                                             Chairman of the Board, President
                                               and Chief Executive Officer
 
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                                 EXHIBIT INDEX



EXHIBIT 
  NO.                               DESCRIPTION
- -------                             -----------
              
  59             Press Release of the Company dated September 10, 1997.

EX-99.59

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                                                                   EXHIBIT 59


                             [PENNZOIL LETTERHEAD]


FOR IMMEDIATE RELEASE                                   Contact: Robert Harper
                                                                 713-546-8536


                        PENNZOIL OBTAINS UPR'S INTERNAL
                         EVALUATIONS AND TAKEOVER PLAN

        HOUSTON (Sept. 10, 1997) -- Pennzoil Company (NYSE:PZL) announced today
that it had finally succeeded in forcing Union Pacific Resources Group
(NYSE:UPR) to disclose the entire contents of six key internal documents
previously withheld from the public.

        After more than two months of legal maneuvering, UPR was forced to
agree to permit the documents to be placed in the public domain. On September
8th, UPR, faced with the imminent threat of a preliminary injunction being
granted against it at today's hearing in Fort Worth, had released isolated
excerpts from the documents in Amendment 20 of its 14D-1.

        At the hearing today in U.S. District Court before Judge Terry R.
Means, UPR agreed to release the full contents of the documents when faced with
the alternative of the court ordering them to do so. As a consequence of their
disclosure, Judge Means declared Pennzoil's application for preliminary
injunction to be moot.

        The documents reveal in startling detail UPR's plan to "blur the
market's perception" by withholding internal valuations of Pennzoil
substantially higher than its tender offer value and by concealing UPR's own
desperate need for an acquisition as revealed to the IRS, in the light of
projected sharp declines in UPR's production, especially from the Austin 
Chalk formation.

        UPR told the IRS in June of 1996 that it needed to acquire 750 million
barrels of oil equivalent in 1997 in order to offset projected declines of 34%
in its Austin Chalk reserves and to achieve its promised 10% production
increases per year.