Office of the Secretary UNITED STATES OF AMERICA FEDERAL TRADE COMMISSION WASHINGTON, D.C. 20580     July 23, 2003

Laura A. Wilkinson
Clifford Chance US LLP
The William P. Rogers Building
2001 K Street, NW
Washington, DC 20006-1001

Dear Ms. Wilkinson:

This letter responds to the petition dated May 16, 2003, from Shell Oil Company and Pennzoil-Quaker State Company for approval to divest the Pennzoil Excel Paralubes Interest to Flint Hills Resources, LP ("FHR"), a wholly-owned subsidiary of Koch Industries Inc.

After consideration of that petition, and other materials, the Commission has determined to approve the divestiture of the Pennzoil Excel Paralubes Interest to FHR. In according its approval, the Commission has relied upon the information submitted and representations made in connection with the petition and has assumed them to be accurate and complete.

By direction of the Commission.

Donald S. Clark
Secretary

cc:

Lynda Myska Irvine
Sr. Attorney
Shell Oil Company
One Shell Plaza
910 Louisiana St.
Houston, TX 77002