EXHIBIT 10.5

                               HOWELL CORPORATION
                           RESTRICTED STOCK AGREEMENT


      This Restricted  Stock Agreement  ("Agreement"),  entered into on the ____
day of ___________,  2000 (the "Effective  Date") which is the date on which the
Grant described below was approved by the Stock Option Committee of the Board of
Directors  of Howell  Corporation,  is between  Howell  Corporation,  a Delaware
corporation (the "Company"), and ____________________, (the "Employee").

      WHEREAS, to carry out the purposes of the Howell Corporation Omnibus Stock
Awards and Incentive  Plan (the "Plan"),  shares of restricted  Common Stock (as
defined  below)  are hereby  granted to the  Employee  in  accordance  with this
Restricted Stock Agreement; and

      WHEREAS, the Company and Employee agree as follows:

      1. Award of Common Stock.  The  Company  hereby  grants  (the  "Grant") to
Employee  _________  shares (the "Shares") of common stock,  $1.00 par value, of
the  Company  ("Common  Stock")  which shall be subject to the  restrictions  on
transferability set forth in Section 2(d) herein (the "Restrictions") and to the
other provisions of this agreement.

      2.   Restricted Period.

           (a) For a  period  of  ____________  (___)  years  commencing  on the
Effective  Date (the  "Restricted  Period"),  the Shares shall be subject to the
Restrictions  and any other  restrictions as set forth herein.  The Restrictions
shall  expire  as to all of  the  Shares  on  _________________,  the  _________
anniversary  of  the  Effective  Date.  The  Shares  which  are  subject  to the
Restrictions shall hereinafter be referred to as "Restricted Shares." The Shares
which are no longer subject to the  Restrictions  as set forth in paragraphs (f)
or (g) below shall hereinafter be referred to as "Transferable Shares."

           (b) The  Company  shall  effect  the  issuance  of the  Shares out of
authorized  but  unissued  shares of Common  Stock or out of treasury  shares of
Common Stock and shall also effect the issuance of a certificate or certificates
for the Shares.  Each certificate  issued for Restricted  Shares to the Employee
shall be registered in Employee's  name and shall be either  deposited  with the
Secretary  of the Company or its  designee  in an escrow  account or held by the
Secretary of the Company,  at the election of the Company,  together  with stock
powers or other  instruments  of  transfer  appropriately  endorsed  in blank by
Employee  (Employee  hereby  agreeing  to  execute  such  stock  powers or other
instruments  of transfer as  requested  by the  Company).  Such  certificate  or
certificates  shall remain in such escrow  account or with the  Secretary of the
Company  until the  earlier to occur of (i) the  termination  of the  Restricted
Period or (ii) the expiration of the Restrictions as set forth in paragraphs (f)
or (g) below.  Certificates  representing  the  Restricted  Shares  shall bear a
legend in substantially the following form:
<PAGE>
           THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN
      COMPLIANCE  WITH  THE  CONDITIONS   SPECIFIED  IN  THE  RESTRICTED   STOCK
      AGREEMENT,   DATED   ____________________   BETWEEN   HOWELL   CORPORATION
      ("COMPANY") AND THE REGISTERED HOLDER OF THIS  CERTIFICATE.  A COPY OF THE
      FORM OF SUCH AGREEMENT IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE
      OF THE  COMPANY AND WILL BE  FURNISHED  WITHOUT  CHARGE TO THE  REGISTERED
      HOLDER OF SUCH CERTIFICATE UPON WRITTEN REQUEST.

The Company may place appropriate stop transfer instructions with respect to the
Restricted  Shares with the transfer agent for the Common Stock. Upon Restricted
Shares becoming  Transferable  Shares, the Company shall effect, in exchange for
the  legended  certificates,  the  issuance  and  delivery of a  certificate  or
certificates for such Shares to the Employee free of the legend set forth above.

           (c) The Employee shall, during the Restricted Period, have all of the
other  rights of a  stockholder  with respect to the Shares  including,  but not
limited to, the right to receive  dividends,  if any, as may be declared on such
Restricted  Shares  from time to time,  and the  right to vote (in  person or by
proxy) such Restricted Shares at any meeting of shareholders of the Company.

           (d) The Restricted Shares and the right to vote the Restricted Shares
and to  receive  dividends  thereon,  may not be  sold,  assigned,  transferred,
exchanged,  pledged,  hypothecated,  or otherwise  encumbered  and no such sale,
assignment,  transfer, exchange, pledge, hypothecation, or encumbrance,  whether
made or created by  voluntary  act of  Employee  or any agent of  Employee or by
operation of law,  shall be  recognized  by, or be binding upon, or shall in any
manner affect the rights of, the Company or any agent or any  custodian  holding
certificates for the Restricted Shares during the Restricted Period,  unless the
Restrictions  have then expired  pursuant to the provisions of paragraphs (f) or
(g) below.  This provision shall not prohibit  Employee from granting  revocable
proxies in customary form to vote the Shares.

           (e)  If  the  status  of  employment   (hereinafter  referred  to  as
"employment")  of  Employee  with the Company or its  Affiliates  (as defined in
Section 6 herein) shall  terminate,  prior to the  expiration of the  Restricted
Period,  for any reason other than death or  disability  (as defined  herein) or
after  a  Change  in  Control,  then,  in  that  event,  any  Restricted  Shares
outstanding shall, upon such termination of employment, be forfeited by Employee
to  the  Company,   without  the  payment  of  any   consideration   or  further
consideration by the Company,  and neither  Employee nor any successors,  heirs,
assigns, or legal  representatives of Employee shall thereafter have any further
rights or  interest  in the  Restricted  Shares or  certificates  therefor,  and
Employee's  name  shall  thereupon  be  deleted  from the list of the  Company's
stockholders with respect to the Restricted Shares.

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<PAGE>
           (f) If the  employment of Employee with the Company or its Affiliates
shall  terminate  by  reason of death or  disability,  any  Restrictions  on the
Restricted Shares shall be deemed to have expired as to the Restricted Shares as
of the date of any such occurrence,  and the Restricted  Shares shall thereby be
Transferable  Shares.  For purposes of this  Agreement,  "disability"  means the
inability of Employee to perform the  essential  requirements  of his or her job
with or without reasonable accommodation.

           (g) Upon the  occurrence of a Change of Control (as defined  herein),
any  Restrictions on the Restricted  Shares set forth in this Agreement shall be
deemed to have expired,  and the Restricted Shares shall thereby be Transferable
Shares.  "Change of Control" of the Company shall be conclusively deemed to have
occurred if (and only if) any of the  following  shall have taken  place:  (i) a
change in control is  reported  by the Company in response to Item 1 of Form 8-K
(or any  successor  item of Form 8-K or any  similar  item of any  other  report
required to be filed by the Company under the  Securities  Exchange Act of 1934,
as amended  ("1934  Act"));  (ii) any "person" (as such term is used in Sections
13(d) and  14(d)(2)  of the 1934 Act) is or becomes the  "beneficial  owner" (as
defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of securities
of the Company  representing  forty percent or more of the combined voting power
of the Company's then outstanding securities; or (iii) following the election or
removal of directors,  a majority of the Board consists of individuals  who were
not members of the Board two years before such  election or removal,  unless the
election  of each  director  who was not a  director  at the  beginning  of such
two-year period has been approved in advance by directors  representing at least
a majority of the directors  then in office who were  directors at the beginning
of the two-year period.

           (h) If the  employment of Employee  with the Company shall  terminate
prior to the  expiration of the  Restricted  Period,  and there exists a dispute
between Employee and the Company as to the satisfaction of the conditions to the
release  of  the  Shares  from  the  Restrictions  hereunder  or the  terms  and
conditions  of the Grant,  the Shares shall remain  subject to the  Restrictions
until the resolution of such dispute,  regardless of any intervening  expiration
of the Restricted  Period,  except that any dividends that may be payable to the
holders  of  record  of  Common  Stock  as of a  date  during  the  period  from
termination of Employee's employment to the resolution of such dispute shall:

                (1) to the  extent  to which  such  dividends  would  have  been
           payable to Employee on the Shares,  be held by the Company as part of
           its  general  funds,  and  shall  be paid to or for  the  account  of
           Employee only upon, and in the event of, a resolution of such dispute
           in a manner favorable to Employee, and

                (2) be canceled  upon, and in the event of, a resolution of such
           dispute in a manner unfavorable to Employee.

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<PAGE>
      3.  Taxes.  To the  extent  that the  receipt  of the  Restricted  Shares,
Transferable  Shares,  or the  lapse of any  Restrictions  results  in income to
Employee for federal or state income tax purposes, Employee shall deliver to the
Company at the time of such receipt or lapse, as the case may be, such amount of
money or, if the Company so determines,  shares of unrestricted  Common Stock as
the Company  may require to meet its  obligation  under  applicable  tax laws or
regulations,  and, if  Employee  fails to do so, the  Company is  authorized  to
withhold from any cash or Common Stock  remuneration then or thereafter  payable
to  Employee  any tax  required  to be  withheld  by reasons  of such  resulting
compensation  income.  Employee agrees to notify the Company promptly of any tax
election made by Employee with respect to the Shares.

      4. Changes in Capital Structure. If the outstanding shares of Common Stock
shall at any time be changed or exchanged or augmented by declaration of a stock
dividend,   stock  split,   combination   of  shares,   merger,   consolidation,
recapitalization  or similar  event,  the Shares,  being  outstanding  shares of
Common  Stock,  shall be  treated  in the same  manner as all other  issued  and
outstanding  shares. Any cash,  property or securities into which the Shares are
so changed or exchanged or so  augmenting  the Shares or so issued in respect of
the  Shares  shall be  subject  to the  Restrictions  in the same  manner as the
Shares.

      5.   Compliance With Securities Laws.

           (a) Employee  represents and warrants to the Company that Employee is
acquiring the Shares for his own account, for investment,  and without a view to
any sale or distribution thereof in violation of any federal or state securities
laws. Employee understands that the grant of the Shares to Employee has not been
registered under the Securities Act of 1933, as amended,  or the securities laws
of any state,  and,  accordingly,  that in  addition  to the other  restrictions
placed on the Shares by this  Agreement,  the Shares may not be  offered,  sold,
assigned, transferred,  exchanged, pledged, hypothecated or otherwise encumbered
in  absence  of  either  (a)  an  effective  registration  statement  under  the
Securities Act of 1933, as amended,  and applicable state securities laws or (b)
an opinion of counsel  satisfactory to the Company that such registration is not
required.

           (b) Employee  agrees that the  certificates  representing  the Shares
(whether the Shares are Restricted  Shares or Transferable  Shares) shall bear a
legend in substantially the following form:

           THE SHARES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT BEEN REGISTERED
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS
      AND,  ACCORDINGLY,  MAY  NOT  BE  OFFERED,  SOLD,  ASSIGNED,  TRANSFERRED,
      EXCHANGED, PLEDGED, HYPOTHECATED OR OTHERWISE ENCUMBERED IN THE ABSENCE OF
      EITHER (1) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
      1933, AS AMENDED,  AND APPLICABLE  STATE SECURITIES LAWS OR (2) AN OPINION
      OF COUNSEL  SATISFACTORY TO HOWELL  CORPORATION THAT SUCH  REGISTRATION IS
      NOT REQUIRED.

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<PAGE>
            (c)  Upon  the  execution  of  this  Agreement  and  receipt  of any
certificates for the Shares pursuant to this Agreement,  Employee (or Employee's
legal  representative  upon Employee's death or disability) will enter into such
additional written representations, warranties and agreements as the Company may
reasonably  request in order to comply with  applicable  securities laws or with
this Agreement.

      6.  Employment  Relationship.  Employee  shall be  considered to be in the
employment of the Company as long as he remains as an employee of the Company or
its  Affiliates.  Any  questions  as to  whether  and  when  there  has  been  a
termination  of such  employment,  and the cause of such  termination,  shall be
determined by the Company,  with the advice of the employing  corporation (if an
Affiliate of the Company),  and the Company's  determination shall be final. For
purposes of this Agreement,  "Affiliates" shall mean any "parent corporation" of
the Company and any  "subsidiary  corporation" of the Company within the meaning
of Sections 424(e) and (f), respectively,  of the Internal Revenue Code of 1986,
as amended.

      7. Binding  Effect.  The terms and conditions  hereof shall, in accordance
with their terms,  be binding upon,  and inure to the benefit of, all successors
of Employee, including, without limitation, Employee's estate and the executors,
administrators,  or trustees  thereof,  heirs and  legatees,  and any  receiver,
trustee  in  bankruptcy,  or  representative  of  creditors  of  Employee.  This
Agreement  shall be binding upon and inure to the benefit of any  successors  to
the Company.

      8. Notice. All notices,  requests,  demands and other communications given
under or by reason of this  Agreement  shall be in  writing  and shall be deemed
given when delivered in person or when mailed, by certified mail (return receipt
requested), postage prepaid, addressed as follows (or to such other address as a
party may specify by notice pursuant to this provision):

           (a)  To the Company:
                Howell Corporation
                Attention: Secretary
                1111 Fannin, Suite 1500
                Houston, Texas 77002

           (b) To the Employee:




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<PAGE>
      9. Arbitration.  Any dispute or controversy arising under or in connection
with this Agreement shall be settled by binding arbitration in Houston, Texas by
one  arbitrator  appointed in the manner set forth by the  American  Arbitration
Association.  Any  arbitration  proceeding  pursuant to this paragraph  shall be
conducted in accordance  with the  Employment  Dispute  Resolution  Rules of the
American  Arbitration  Association.  Judgment may be entered on the arbitrators'
award in any court having jurisdiction.

      10. Entire  Agreement and Amendments.  This Agreement  contains the entire
agreement of the parties relating to the matters contained herein and supersedes
all prior agreements and  understandings,  oral or written,  between the parties
with respect to the subject matter hereof. This Agreement may be changed only by
an agreement in writing  signed by the party  against  whom  enforcement  of any
waiver, change, modification, extension or discharge is sought.

      11.  Separability.  If any  provision  of the  Agreement  is  rendered  or
declared  illegal or  unenforceable  by reason of any  existing or  subsequently
enacted legislation or by the decision of any arbitrator or by decree of a court
of last  resort,  the  parties  shall  promptly  meet and  negotiate  substitute
provisions for those rendered or declared  illegal or  unenforceable to preserve
the original  intent of this Agreement to the extent legally  possible,  but all
other provisions of this Agreement shall remain in full force and effect.

      12.  Governing     Law.     The     execution,      validity,
interpretation,   and   performance  of  this  Agreement  shall  be
governed by, and  construed  in  accordance  with,  the laws of the
State of Delaware except to the extent pre-empted by federal law.


      IN WITNESS  WHEREOF,  the  Company has caused  this  Agreement  to be duly
executed by one of its  officers  thereunto  duly  authorized,  and Employee has
executed this Agreement, all as of the day and year first above written.

                               HOWELL CORPORATION

                               By: ___________________________
                                    Authorized Officer


                               EMPLOYEE

                               _______________________________
                               Name:  ________________________


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