EXHIBIT 10.1




                                HOWELL CORPORATION
                        1997 NONQUALIFIED STOCK OPTION PLAN


     SECTION 1.  Purpose of the Plan.  The purpose of this Howell Corporation
1997 Nonqualified Stock Option Plan ("Plan") is to encourage ownership of common
stock, $1.00 par value ("Common Stock"), of Howell Corporation,  a Delaware
corporation (the "Company"), by employees and directors of the Company and its
Affiliates (as defined below) and to provide increased incentive for such
employees and directors to render services and to exert maximum effort for the
business success of the Company.  In addition, the Company expects that the Plan
will further strengthen the identification of employees and directors with the
stockholders.  The options granted under this Plan shall be nonqualified options
which are not intended to qualify as incentive stock options pursuant to Section
422 of the Internal Revenue Code of 1986, as amended ("Code") (the options shall
hereinafter be referred to as "Nonqualified Options"), as provided in the
agreements evidencing the Nonqualified Options as provided in Section 6 hereof.
As used in this Plan, the term "Affiliates" means any "parent corporation" of
the Company and any "subsidiary corporation" of the Company within the meaning
of Code Sections 424(e) and (f), respectively.

     SECTION 2. Administration of the Plan.

     (a)  Composition of Committee.  The Plan shall be administered by the Board
of Directors of the Company (the "Board") or, if the Board shall so direct by
resolutions thereof, the Stock Option Committee of the Board.  The Board while
administering the Plan and the Stock Option Committee shall hereinafter be
referred to as the "Committee."  If the Company is subject to Section 16 of the
Securities Exchange Act of 1934, as amended ("Exchange Act"), no director shall
serve as a member of the Stock Option Committee unless he is a Non-Employee
Director within the meaning of Rule 16b-3 promulgated by the Securities and
Exchange Commission ("Commission") under the Exchange Act ("Rule 16b-3").

     (b)  Committee Action.  The Committee shall hold its meetings at such times
and places as it may determine.  A majority of its members shall constitute a
quorum, and all determinations of the Committee shall be made by not less than a
majority of its members.  Any decision or determination reduced to writing and
signed by a majority of the members shall be fully effective as if it had been
made by a majority vote of its members at a meeting duly called and held.  The
Committee may designate the Secretary of the Company or other Company employees
to assist the Committee in the administration of the Plan, and may grant
authority to such persons to execute award agreements or other documents on
behalf of the Committee and the Company.  Any duly constituted committee of the
Board satisfying the qualifications of this Section 2 may be appointed as the
Committee.

     (c)  Committee Expenses.  All expenses and liabilities incurred by the
Committee in the administration of the Plan shall be borne by the Company.  The
Committee may employ attorneys, consultants, accountants or other persons.

     SECTION 3.  Stock Reserved for the Plan.  Subject to adjustment as
provided in Sections 6(g) and 8 hereof, the aggregate number of shares of Common
Stock that may be optioned under the Plan is 538,800.  The shares subject to the
Plan shall consist of authorized but unissued shares of Common Stock  and such
number of shares shall be and is hereby reserved for sale for such purpose.  Any
of such shares which may remain unsold and which are not subject to outstanding
Nonqualified Options at the termination of the Plan shall cease to be reserved
for the purpose of the Plan, but until termination of the Plan or the
termination of the last of the Nonqualified Options granted under the Plan,
whichever last occurs, the Company shall at all times reserve a sufficient
number of shares to meet the requirements of the Plan.  Should any Nonqualified
Option lapse, expire or be canceled prior to its exercise in full, the shares
theretofor subject to such Nonqualified Option may not be made subject to
another Nonqualified Option under the Plan.

     SECTION 4.  Eligibility.  The persons eligible to participate in the Plan
as a recipient of Nonqualified Options ("Optionee") shall include only employees
and directors of the Company or its Affiliates at the time the Nonqualified
Option is granted.  An employee who has been granted a Nonqualified Option here
under may be granted an additional Nonqualified Option or Nonqualified Options,
if the Committee shall so determine.

     SECTION 5.  Grant of Nonqualified Options.  Except where the Committee has
explicitly given the authority to some other individual, the Committee shall
have sole and absolute discretionary authority (i) to determine, authorize, and
designate those  employees and directors of the Company or its Affiliates who
are to receive Nonqualified Options under the Plan, and (ii) to determine the
number of shares of Common Stock to be covered by such Nonqualified Options and
the terms thereof.  If the Company is subject to Section 16 of the Exchange Act,
the Committee shall specifically pre-approve each grant to each Optionee subject
to Section 16(b) of the Exchange Act in accordance with Rule 16b-3 as amended,
unless such grant is or will be otherwise exempt from Section 16(b) of the
Exchange Act.  The Committee shall thereupon grant Nonqualified Options in
accordance with such determinations as evidenced by a written Nonqualified
Option agreement.  Subject to the express provisions of the Plan, the Committee
shall have discretionary authority to prescribe, amend and rescind rules and
regulations relating to the Plan, to interpret the Plan, to prescribe and amend
the terms of the Nonqualified Option  agreements (which need not be identical)
and to make all other determinations deemed necessary or advisable for the
administration of the Plan.

     SECTION 6.  Terms and Conditions.  Each Nonqualified Option granted under
the Plan shall be evidenced by an agreement, in a form approved by the
Committee, which shall be subject to the following express terms and conditions
and to such other terms and conditions as the Committee may deem appropriate.

     (a)  Option Period.  The Committee shall promptly notify the Optionee of
the Nonqualified Option grant and a written agreement shall promptly be executed
and delivered by and on behalf of the Company and the Optionee, provided that
the Nonqualified Option grant shall expire if a written agreement is not signed
by said Optionee (or his agent or attorney) and returned to the Company within
60 days from date of receipt by the Optionee of such agreement.  The date of
grant shall be the date the Nonqualified Option is actually granted by the
Committee, even though the written agreement may be executed and delivered by
the Company and the Optionee after that date.  Each Nonqualified Option
agreement shall specify the period for which the Nonqualified Option thereunder
is granted (which in no event shall exceed ten years from the date of grant) and
shall provide that the Nonqualified Option shall expire at the end of such
period.  If the original term of an option is less than ten years from the date
of grant, the Nonqualified Option may be amended prior to its expiration, with
the approval of the Committee and the Optionee, to extend the term so that the
term as amended is not more than ten years from the date of grant.

     (b)  Option Price.  The purchase price of each share of Common Stock
subject to each Nonqualified Option granted pursuant to the Plan shall be
determined by the Committee at the time the Nonqualified Option is granted.  The
Committee shall set the purchase price for each share subject to a Nonqualified
Option at such price as the Committee in its sole discretion shall determine,
provided that the purchase price of each share of Common Stock subject to a
Nonqualified Option shall not be less than 50% of the fair market value of a
share of Common Stock on the day immediately preceeding the date on which the
option is granted.

     For all purposes under the Plan, the fair market value of a share of Common
Stock on a particular date shall be equal to the mean of the reported high and
low sales prices of the Common Stock as reported in The Wall Street Journal's
NYSE - Composite Transactions listing for such day (corrected for obvious
typographical errors) on that date, or if no prices are reported in such listing
on that date, then the mean of the reported high and low sales prices on the
largest national securities exchange (based on the aggregate dollar value of
securities listed) on which such shares are listed or traded, or if such shares
are not listed or traded on any national securities exchange, then the mean of
the reported high and low sales prices for such shares in the over-the-counter
market, as reported on the National Association of Securities Dealers Automated
Quotations System, or, if such prices shall not be reported thereon, the mean
between the closing bid and asked prices so reported, or, if such prices shall
not be reported, then the mean closing bid and asked prices reported by the
National Quotation Bureau Incorporated, or, in all other cases, the value
established by the Committee in good faith.

     (c)  Procedure for Exercise.  Nonqualified Options shall be exercised by
the delivery of written notice to the Secretary of the Company setting forth the
number of shares with respect to which the Nonqualified Option is being exer-
cised.  Such notice shall be accompanied by cash or cashier's check, bank draft,
postal or express money order payable to the order of the Company, or at the
option of the Committee, in Common Stock theretofore owned by such Optionee (or
any combination of cash and Common Stock).  Notice may also be delivered by fax
or telecopy provided that the purchase price of such shares is delivered to the
Company via wire transfer on the same day the fax is received by the Company.
The notice shall specify the address to which the certificates for such shares
are to be mailed.  An Optionee shall be deemed to be a stockholder with respect
to shares covered by a Nonqualified Option on the date the Company receives such
written notice and such option payment.  The Committee may, in its discretion
and to the extent permitted by the laws of the State of Delaware, determine to
permit an Optionee to satisfy the purchase price of the shares as to which a
Nonqualified Option is exercised by delivery of the Optionee's promissory note,
such note to be subject to such terms and conditions as the Committee may
determine.  The Committee may, in its discretion and to the extent permitted by
the laws of the State of Delaware, determine to cause the Company to loan to an
Optionee funds, on such terms and conditions as the Committee may determine to
be appropriate, sufficient for the Optionee to pay the purchase price of the
shares as to which a Nonqualified Option is to be exercised.

     As promptly as practicable after receipt of such written notification and
payment, the Company shall deliver to the Optionee certificates for the number
of shares with respect to which such Nonqualified Option has been so exercised,
however, that such delivery shall be deemed effected for all purposes when a
stock transfer agent of the Company shall have deposited such certificates in
the United States mail, addressed to the Optionee at the address specified
pursuant to this Section 6(c).

     (d)  Termination of Employment.  If an employee to whom a Nonqualified
Option is granted ceases to be employed by the Company for any reason or if a
director to whom a Nonqualified Option is granted ceases to serve on the Board
for any reason, any Nonqualified Option which is exercisable on the date of such
termination of employment or cessation from the Board may be exercised for
period not to exceed the shorter of (i) six months from the date of the
Optionee's termination of employment or cessation from the Board or (ii) the
remaining option period established for the Nonqualified Option pursuant to
Section 6(a) above.

     (e)  Assignability.  A Nonqualified Option shall not be assignable or
otherwise transferable except by will or by the laws of descent and
distribution.  During the lifetime of an Optionee, a Nonqualified Option shall
be exercisable only by him.

     (f)  No Rights as Stockholder.  No Optionee shall have any rights as a
stockholder with respect to shares covered by a Nonqualified Option until the
option is exercised by the written notice and accompanied by payment as provided
in Section (c) above.

     (g)  Changes in Company's Capital Structure.  If the outstanding shares of
Common Stock or other securities of the Company, or both, for which the
Nonqualified Option is then exercisable shall at any time be changed or
exchanged by a subdivision or consolidation of shares of Common Stock or other
capital readjustment, a declaration of a stock dividend, stock split, or combi
nation of shares, the number and kind of shares of Common Stock or other
securities which are subject to the Plan or subject to any Nonqualified Options
theretofore granted, and the option prices, shall be appropriately and equitably
adjusted so as to maintain the proportionate number of shares or other
securities without changing the aggregate option price.

     (h)  Acceleration of Nonqualified Options.  Except as hereinbefore
expressly provided, (i) the issuance by the Company of shares of stock of any
class of securities convertible into shares of stock of any class, for cash,
property, labor or services, upon direct sale, upon the exercise of rights or
warrants to subscribe therefor, or upon conversion of shares or obligations of
the Company convertible into such shares or other securities, (ii) the payment
of a dividend in property other than Common Stock or (iii) the occurrence of any
similar transaction, and in any case whether or not for fair value, shall not
affect, and no adjustment by reason thereof shall be made with respect to, the
number of shares of Common Stock subject to Nonqualified Options theretofore
granted or the purchase price per share, unless the Committee shall determine in
its sole discretion that an adjustment is necessary to provide equitable
treatment to Optionee.  Notwithstanding anything to the contrary contained in
this Plan, the Committee may in its sole discretion accelerate the time at which
any Nonqualified Option may be exercised, including, but not limited to, upon
the occurrence of the events specified in this Section 6, and is authorized at
any time (with the consent of the Optionee) to purchase Nonqualified Options
pursuant to Section 7.

SECTION 7.  Relinquishment of Nonqualified Options.


     (a)  The Committee, in granting Nonqualified Options hereunder, shall have
discretion to determine whether or not Nonqualified Options shall include a
right of relinquishment as hereinafter provided by this Section 7.  The
Committee shall also have discretion to determine whether a Nonqualified Option
agreement evidencing a Nonqualified Option initially granted by the Committee
without a right of relinquishment shall be amended or supplemented to include
such a right of relinquishment. Neither the Committee nor the Company shall be
under any obligation or incur any liability to any person by reason of the
Committee's refusal to grant or include a right of relinquishment in any
Nonqualified Option granted hereunder or in any Nonqualified Option agreement
evidencing the same.  Subject to the Committee's determination in any case that
the grant by it of a right of relinquishment is consistent with clause (i)
hereof, any Nonqualified Option granted under this Plan, and the Nonqualified
Option agreement evidencing such Nonqualified Option, may provide:

          (i)  That the Optionee, or his heirs or other legal representatives to
     the extent entitled to exercise the Nonqualified Option under the terms
     thereof, in lieu of purchasing the entire number of shares subject to
     purchase thereunder, shall have the right to relinquish all or any part of
     the then unexercised portion of the Nonqualified Option (to the extent then
     exercisable) for a number of shares of Common Stock, for an amount of cash
     or for a combination of Common Stock and cash to be determined in
     accordance with the following provisions of this clause (i):

               (A)  The written notice of exercise of such right of
          relinquishment shall state the percentage, if any, of the Appreciated
          Value (as defined below) that the Optionee elects to receive in cash
          ("Cash Percentage"), such Cash Percentage to be in increments of 10%
          of such Appreciated Value up to 100% thereof;

               (B)  The number of shares of Common Stock, if any, issuable
          pursuant to such relinquishment shall be the number of such shares,
          rounded to the next greater number of full shares, as shall be equal
          to the quotient obtained by dividing (A) the difference between (I)
          the Appreciated Value and (II) the result obtained by multiplying the
          Appreciated Value and the Cash Percentage by (B) the then current
          market value per share of Common Stock;

               (C)  The amount of cash payable pursuant to such relinquishment
          shall be an amount equal to the Appreciated Value less the aggregate
          current market value of the Common Stock issued pursuant to such
          relinquishment, if any, which cash shall be paid by the Company
          subject to such conditions as are deemed advisable by the Committee to
          permit compliance by the Company with the withholding provisions
          applicable to employers under the Code and any applicable state income
          tax laws;

               (D)  For the purpose of this clause (i), "Appreciated Value"
          means the excess of (x) the aggregate current market value of the
          shares of Common Stock covered by the Nonqualified Option or the
          portion thereof to be relinquished over (y) the aggregate purchase
          price for such shares specified in such Nonqualified Option;

          (ii) That such right of relinquishment may be exercised only upon
     receipt by the Company of a written notice of such relinquishment which
     shall be dated the date of election to make such relinquishment; and that,
     for the purposes of this Plan, such date of election shall be deemed to be
     the date when such notice is sent by registered or certified mail, or when
     receipt is acknowledged by the Company, if mailed by other than registered
     or certified mail or if delivered by hand or by any telegraphic
     communications equipment of the sender or otherwise delivered;

          (iii) That the "current market value" of a share of Common Stock
     on a particular date shall be deemed to be its fair market value on that
     date as determined in accordance with Section 6(b); and

          (iv) That the Nonqualified Option, or any portion thereof, may be
     relinquished only to the extent that (A) it is exercisable on the date
     written notice of relinquishment is received by the Company, (B) the
     Committee shall consent to the election of the holder  to relinquish such
     Nonqualified Option in whole or in part for cash as set forth in such
     written notice of relinquishment and (C) the holder of such Nonqualified
     Option pays, or makes provision satisfactory to the Company for the payment
     of, any taxes which the Company is obligated to collect with respect to
     such relinquishment.

     (b)  The Committee, in granting Nonqualified Options hereunder, shall have
discretion to determine the terms upon which such Nonqualified Options shall be
relinquishable, subject to the applicable provisions of this Plan, and including
such provisions as are deemed advisable to permit the exemption from the
operation from Section 16(b) of the Exchange Act of any such relinquishment
transaction, and Nonqualified Options outstanding, and option agreements
evidencing such Nonqualified Options, may be amended, if necessary, to permit
such exemption.  If a Nonqualified Option is relinquished, such Nonqualified
Option shall be deemed to have been exercised to the extent of the number of
shares of Common Stock covered by the Nonqualified Option or part thereof which
is relinquished, and no further Nonqualified Option may be granted covering such
shares of Common Stock.

     (c)  Neither any Nonqualified Option nor any right to relinquish the same
to the Company as contemplated by this Section 7 shall be assignable or
otherwise transferable except by will or the laws of descent and distribution.

     SECTION 8.   Corporate Transactions.

     (a)  The existence of outstanding Nonqualified Options shall not affect in
any way the right or power of the Company or its stockholders to make or
authorize any or all adjustments, recapitalizations, reorganizations, exchanges,
or other changes in the Company's capital structure or its business, or any
merger or consolidation of the Company, or any issuance of Common Stock or other
securities or subscription rights thereto, or any issuance of bonds, debentures,
preferred or prior preference stock ahead of or affecting the Common Stock or
the rights thereof, or the dissolution or liquidation of the Company, or any
sale or transfer of all or any part of its assets or business, or any other
corporate act or proceeding, whether of a similar character or otherwise.

     (b)  If the Company is reorganized, merged or consolidated or is otherwise
a party to a plan of exchange with another corporation pursuant to which
reorganization, merger, consolidation or plan of exchange, shareholders of the
Company receive any shares of Common Stock or other securities or if the Company
shall distribute ("Spin Off") securities of another corporation to its
shareholders, there shall be substituted for the shares subject to the
unexercised portions of outstanding Nonqualified Options an appropriate number
of shares of (i) each class of stock or other securities which were distributed
to the shareholders of the Company in respect of such shares in the case of a
reorganization, merger, consolidation or plan of exchange, or (ii) in the case
of a Spin Off, the securities distributed to shareholders of the Company
together with shares of Common Stock, such number of shares or securities to be
determined in accordance with the provisions of Section 425 of the Code (or
other applicable provisions of the Code or regulations issued thereunder which
may from time to time govern the treatment of incentive stock options in such a
transaction); provided, however, that all such Nonqualified Options may be
canceled by the Company as of the effective date of (x) a reorganization,
merger, consolidation, plan of exchange or Spin Off or (y) any dissolution or
liquidation of the Company, by giving notice to each Optionee or his personal
representative of its intention to do so and by permitting the purchase for a
period of at least thirty days during the sixty days next preceding such
effective date of all of the shares subject to such outstanding Nonqualified
Options, without regard to the installment provisions set forth in the
Nonqualified Option agreements; and provided further that in the event of a Spin
Off, the Company may, in lieu of substituting securities or accelerating and
canceling Nonqualified Options as contemplated above, elect (i) to reduce the
purchase price for each share of Common Stock subject to an outstanding
Nonqualified Option by an amount equal to the fair market value, as determined
in accordance with the provisions of Section 6(b), of the securities distributed
in respect of each outstanding share of Common Stock in the Spin Off or (ii) to
reduce proportionately the purchase price per share and to increase
proportionately the number of shares of Common Stock subject to each
Nonqualified Option in order to reflect the economic benefits inuring to the
shareholders of the Company as a result of the Spin Off.

     (c)  The Committee may, in its sole discretion, provide that a Nonqualified
Option shall become fully exercisable upon a Change in Control of the Company
(as defined in the next sentence).  "Change in 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 either Item 5(f) of Schedule 14A of Regulation 14A promulgated under the
Exchange Act; (ii) any "person" (as such term is used in Sections 13(d) and
14(d)(2) of the Exchange Act) is or becomes the "beneficial owner" (as defined
in Rule 13d-3 under the Exchange 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.

     (d)  Except as hereinbefore expressly provided, the issue by the Company of
shares of stock of any class, or securities convertible into or exchangeable for
shares of stock of any class, for cash or property, or for labor or services,
either upon direct sale or upon the exercise of rights or warrants to subscribe
therefor, or upon conversion of shares or obligations of the Company convertible
into or exchangeable for shares of stock of any class shall not affect, and no
adjustment by reason thereof shall be made with respect to, the number of shares
of Common Stock subject to Nonqualified Options granted hereunder.

     SECTION 9.  Amendments or Termination.  The Board may amend, alter or
discontinue the Plan, but no amendment or alteration shall be made which would
impair the rights of any Optionee, without his consent, under any Nonqualified
Option theretofore granted.

     SECTION 10.  Compliance With Other Laws and Regulations.  The Plan, the
grant and exercise of Nonqualified Options thereunder, and the obligation of the
Company to sell and deliver shares under such Nonqualified Options, shall be
subject to all applicable federal and state laws, rules and regulations and to
such approvals by any governmental or regulatory agency as may be required.  The
Company shall not be required to issue or deliver any certificates for shares of
Common Stock prior to the completion of any registration or qualification of
such shares under any federal or state law or issuance of any ruling or
regulation of any government body which the Company shall, in its sole
discretion, determine to be necessary or advisable.

     SECTION 11. Purchase for Investment.  Unless the Nonqualified Options  and
shares of Common Stock issuable upon the exercise of the Nonqualified Options
issued pursuant to this Plan have been registered under the Securities Act of
1933, as amended, or the Company has determined that such registration is
unnecessary, each person exercising a Nonqualified Option under this Plan may be
required by the Company to give a representation in writing that he is acquiring
such shares for his own account for investment and not with a view to, or for
sale in connection with, the distribution of any part thereof.

     SECTION 12.  Taxes.

     (a)  The Company may make such provisions as it may deem appropriate for
the withholding of any taxes which it determines is required in connection with
any Nonqualified Options granted under this Plan.

     (b)  Notwithstanding the terms of Section 12(a), any Optionee may pay all
or any portion of the taxes required to be withheld by the Company or paid by
him in connection with the exercise of a Nonqualified Option by electing to have
the Company withhold shares of Common Stock, or by delivering previously owned
shares of Common Stock, having a fair market value, determined in accordance
with Section 6(b), equal to the amount required to be withheld or paid; provided
that such tax withholding or stock delivery right was specifically pre-approved
by the Committee as a feature of the Nonqualified Option or is otherwise
approved in accordance with Rule 16b-3.  An Optionee must make the foregoing
election on or before the date that the amount of tax to be withheld is
determined ("Tax Date").  All such elections are irrevocable and subject to
disapproval by the Committee.

     SECTION 13.  Replacement of Nonqualified Options .  The Committee from time
to time may permit an Optionee under the Plan to surrender for cancellation any
unexercised outstanding Nonqualified Option and receive from the Company in
exchange a Nonqualified Option for such number of shares of Common Stock as may
be designated by the Committee.  The Committee may, with the consent of the
person entitled to exercise any outstanding Nonqualified Option, amend such
option, including reducing the exercise price of any option to not less than the
fair market value of the Common Stock at the time of the amendment and extending
the term thereof.

     SECTION 14. No Right to Company Employment.  Nothing in this Plan or as a
result of any Nonqualified Option granted pursuant to this Plan shall confer on
any individual any right to continue in the employ of the Company or interfere
in any way with the right of the Company to terminate an individual's employment
at any time.  The Nonqualified Option agreements may contain such provisions as
the Committee may approve with reference to the effect of approved leaves of
absence.

     SECTION 15.  Liability of Company.  The Company and any Affiliate which is
in existence or hereafter comes into existence shall not be liable to an
Optionee or other persons as to:

     (a)  The Non-Issuance of Shares.  The non-issuance or sale of shares as to
which the Company has been unable to obtain from any regulatory body having
the lawful issuance and sale of any shares hereunder; and

     (b)  Tax Consequences.  Any tax consequence expected, but not realized, by
any Optionee or other person due to the exercise of any Nonqualified Option
granted hereunder.

     SECTION 16.  Effectiveness and Expiration of Plan.  The Plan shall be
effective on the date the Board approves the Plan and shall expire ten years
after such date.  Thereafter, no Nonqualified Option shall be granted pursuant
to the Plan.

     SECTION 17.  Non-Exclusivity of the Plan.  The adoption by the Board shall
not be construed as creating any limitations on the power of the Board to adopt
such other incentive arrangements as it may deem desirable, including without
limitation, the granting of restricted stock or stock nonqualified options
otherwise than under the Plan, and such arrangements may be either generally
applicable or applicable only in specific cases.

     SECTION 18.  Governing Law.  This Plan and any agreements hereunder shall
be interpreted and construed in accordance with the laws of the State of
Delaware and applicable federal law.


     IN WITNESS WHEREOF, and as conclusive evidence of the adoption of the
foregoing by the Board on May 14, 1997 (the "Date of Adoption"), Howell
Corporation has caused this document to be duly executed in its name and behalf
by an officer thereunto duly authorized as of the Date of Adoption.

                              HOWELL CORPORATION


                              By: /s/ ROBERT T. MOFFETT
                                 _______________________
                                 Name: Robert T. Moffett
                                 Title: Vice President, General Counsel
                                        and Secretary