EXHIBIT 10.3




                          INDEMNITY AGREEMENT

     THIS AGREEMENT made this _________________ between Howell Corporation, a

Delaware corporation ("Company"), and _________________________  ("Indemnitee").

     The Company and Indemnitee desire that Indemnitee serve or continue to

serve as a director or officer of the Company, and the Company desires and

intends hereby to provide indemnification (including advancement of expenses)

against any and all liabilities asserted against Indemnitee to the fullest

extent permitted by the General Corporation Law of the State of Delaware.  For

and in consideration of the premises and the covenants contained herein, the

Company and Indemnitee do hereby covenant and agree as follows:

     1.   Continued Service.  Indemnitee will serve or continue to serve, at the

will of the Company or under separate contract, if such exists, as a director

and/or officer so long as he is duly elected and qualified in accordance with

the By-Laws of the Company or until he tenders his resignation.

     2.   Indemnification.  The Company shall indemnify Indemnitee as follows:

          (a)  The Company shall indemnify Indemnitee when he is a party or is

threatened to be made a party to any threatened, pending or completed action,

suit or proceeding, whether civil, criminal, administrative or investigative

(other than an action by or in the right of the Company) by reason of the fact

that he is or was a director, officer, employee or agent of the Company, or is

or was serving at the request of the Company as a director, officer, employee or

agent of another corporation, partnership, joint venture, trust or other

enterprise, against expenses (including attorney's fees), judgments, fines and

amounts paid in settlements actually and reasonably incurred by him or on his

behalf in connection with such action, suit or proceeding if he acted in good

faith and in a manner he reasonably believed to be in or not opposed to the best

interests of the Company, and, with respect to any criminal action or

proceeding, had no reasonable cause to believe his conduct was unlawful.

          (b)  The Company shall indemnify Indemnitee when he is a party or is

threatened to be made a party to any threatened, pending or completed action or

suit brought by or in the right of the Company to procure a judgment in its

favor by reason of the fact that he is or was a director, officer, employee or

agent of the Company, or is or was serving at the request of the Company as a

director, officer, employee or agent of another corporation, partnership, joint

venture, trust or other enterprise against expenses (including attorneys' fees)

actually and reasonably incurred by him or on his behalf in connection with the

defense or settlement of such action or suit if he acted in good faith and in a

manner he reasonably believed to be in or not opposed to the best interests of

the Company and except that no indemnification shall be made in respect of any

claim, issue or matter as to which Indemnitee shall have been adjudged to be

liable to the Company unless and only to the extent that the Court of Chancery

or the court in which such action or suit was brought shall determine upon

application that, despite the adjudication of liability but in view of all the

circumstances of the case, Indemnitee is fairly and reasonably entitled to

indemnification for such expenses which the Court of Chancery or such other

court shall deem proper.

          (c)  Any indemnification under paragraphs (a) and (b) of this Section

2 (unless ordered by a court) shall be made by the Company only as authorized in

the specific case upon a determination (in accordance with Section 3 hereof)

that indemnification of Indemnitee is proper in the circumstances because he has

met the applicable standard of conduct set forth in paragraphs (a) and (b) of

this Section 2. Such determination shall be made (1) by the board of directors

by a majority vote of a quorum consisting of directors who were not parties to

such action, suit or proceeding, or (2) if such a quorum is not obtainable, or,

even if obtainable a quorum of disinterested directors so directs, by

independent legal counsel in a written opinion, or (3) by the stockholders.  The

termination of any action, suit or proceeding by judgment, order, settlement,

conviction, or upon a plea of nolo contendere or its equivalent, shall not, of

itself, create a presumption that Indemnitee failed to act in good faith and in

a manner which he reasonably believed to be in or not opposed to the best

interests of the Company, and, with respect to any criminal action or

proceeding, had reasonable cause to believe that his conduct was unlawful.

          (d)  Expenses (including attorneys' fees) incurred by Indemnitee in

defending a civil or criminal action, suit or proceeding by reason of the fact

that he is or was a director or officer of the Company shall be paid by the

Company in advance of the final disposition of such action, suit or proceeding

within 14 days of the receipt by the Company of a sworn statement of request for

advancement of expenses substantially in the form of Exhibit I attached hereto

and made a part hereof ("Undertaking"), averring that (i) he had reasonably

incurred or will reasonably incur actual expenses in defending a civil or

criminal action, suit or proceeding, and (ii) he undertakes to repay such amount

if it is ultimately determined that he is not entitled to be indemnified by the

Company under this Agreement or otherwise.

     (e)  The right to indemnification and advancement of expenses provided by

this Agreement shall not be deemed exclusive of any other rights to which

Indemnitee may be entitled under any statute, by-law, insurance policy,

agreement, vote of stockholders or disinterested directors or otherwise, both as

to action in his official capacity and as to action in another capacity while

holding such office, and shall continue after Indemnitee has ceased to be a

director, officer, employee or agent and shall inure to the benefit of his

heirs, executors and administrators.

     3.   Determination of Right to Indemnification.  For the purposes of making

the determination in a specific case under paragraph (c) of Section 2 hereof

whether to make indemnification, the board of directors, independent legal

counsel, or stockholders, as the case may be, shall make such determination in

accordance with the following procedure:

     (a)  Indemnitee may submit to the board of directors a sworn statement of

request for indemnification substantially in the form of Exhibit 2 attached

hereto and made a part hereof ("Indemnification Statement") averring that he has

met the applicable standard of conduct set forth in paragraphs (a) and (b) of

Section 2 hereof; and

     (b)  Submission of the Indemnification Statement to the board of directors

shall create a rebuttable presumption that Indemnitee is entitled to

indemnification under this Agreement, and the board of directors, independent

legal counsel, or stockholders, as the case may be, shall within 60 days after

submission of the Indemnification Statement specifically determine that

Indemnitee is so entitled, unless it or they shall possess sufficient evidence

to rebut the presumption that Indemnitee has met the applicable standard of

conduct set forth in paragraph (a) and (b) of Section 2 hereof, which evidence

shall be disclosed to Indemnitee with particularity in a sworn written statement

signed by all persons who participated in the determination and voted to deny

indemnification.

     4.   Merger, Consolidation or Change in Control.  In the event that the

Company shall be a constituent corporation in a consolidation or merger, whether

the Company is the resulting or surviving corporation or is absorbed, or if

there is a change in control of the Company as defined in Section 5 hereof,

Indemnitee shall stand in the same position under this Agreement with respect to

the resulting, surviving or changed corporation as he would have with respect to

the Company if its separate existence had continued or if there had been no

change in the control of the Company.

     5.   Certain Definitions.  For purposes of this Agreement, the following

definitions apply herein:

      "other enterprises" shall include employee benefit plans, and civic, non-

profit, or charitable organizations, whether or not incorporated.

     "fines" shall include any excise taxes assessed on Indemnitee with respect

to any employee benefit plan;

     "serving at the request of the Company" shall include any service at the

request or with the express or implied authorization of the Company, as a

director, officer, employee or agent of the Company which imposes duties on, or

involves services by, Indemnitee with respect to a corporation or "other

enterprises," its participants or beneficiaries; and if Indemnitee acted in good

faith and in a manner he reasonably believed to be in the interest of the

participants and beneficiaries of such "other enterprises," he shall be deemed

to have acted in a manner "not opposed to the best interests of the Company" as

referred to in this Agreement; and

     "change of control" shall include any change in the ownership of a majority

of the capital stock of the Company or in the composition of a majority of the

members of the board of directors of the Company.

     6.  Attorneys' Fees.  In the event that Indemnitee institutes any legal

action to enforce his rights under, or to recover damages for breach of this

Agreement, Indemnitee, if he prevails in whole or in part, shall be entitled to

recover from the Company all attorneys' fees and disbursements incurred by him.

     7.   Severability.  If any provision of this Agreement or the application

of any provision hereof to any person or circumstances is held invalid, the

remainder of this Agreement and the application of such provision to other

persons or circumstances shall not be affected.

     8.   Governing Law.  This Agreement shall be governed by and construed in

accordance with the laws of the State of Delaware without regard to its conflict

of laws rules.

     9.   Modification; Survival.  This Agreement contains the entire agreement

of the parties relating to the subject matter hereof.  This Agreement may be

modified only by an instrument in writing signed by both parties hereof.  The

provisions of this Agreement shall survive the termination of Indemnitee's

service as a director or officer of the Company.

     10.  Deposit of Funds In Trust.  In the event that the Company decides to

voluntarily dissolve or to file a voluntary petition for relief under applicable

bankruptcy, moratorium or similar laws, then not later than ten days prior to

such dissolution or filing, the Company shall deposit in trust for the exclusive

benefit of Indemnitee a cash amount equal to all amounts previously authorized

to be paid to Indemnitee hereunder, such amounts to be used to discharge the

Company's obligations to Indemnitee hereunder.  Any amounts in such trust not

required for such purpose shall be returned to the Company. This Section 10

shall not apply to dissolution of the Company in connection with a transaction

as to which Section 4 hereof applies.

     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement

and set their seals as of the date first above written.

                                        HOWELL CORPORATION

Attest:____________________________     By: _________________________________
       ______________________                 Name:  __________________
       ______________________                 Title: __________________



(Corporate Seal)                        INDEMNITEE

                                        _____________________________________
                                        _________________________
<PAGE>

                                EXHIBIT 1

                        STATEMENT OF UNDERTAKING

STATE OF

COUNTY OF



I,________________________, being first duly sworn do depose and say as follows:

     1.   This Statement is submitted pursuant to the Indemnity Agreement dated
____________________, 19__, between Howell Corporation, a Delaware corporation
(Company), and the undersigned.

     2.   I am requesting advancement of certain actual expenses which have
reasonably been incurred or will be reasonably incurred by me or on my behalf in
defending a civil or criminal action, suit or proceeding by reason of the fact
that I am or was a director or officer of the Company.

     3.   I hereby undertake to repay this advancement of expenses if it is
ultimately determined that I am not entitled to be indemnified by the Company.

     4.   The expenses for which advancement is requested have been or will be
incurred in connection with the following action, suit or proceeding:


                                                    ___________________________
                                                    Name:______________________


 Subscribed and sworn to before me this _______ day of ___________________,19__.


                                   ____________________________________________
                                   Notary Public in and for
                                        said state and county
<PAGE>
                                EXHIBIT 2

                  STATEMENT OF REQUEST FOR INDEMNIFICATION

STATE OF

COUNTY OF

I,___________________________, being first duly sworn do depose and say as
follows:

     1.   This Statement is submitted pursuant to the Indemnity Agreement dated
____________________, 19__, between Howell Corporation, a Delaware corporation
(Company), and the undersigned.

     2.   I am requesting indemnification against expenses (including attorneys'
fees) and, with respect to any action not by or in the right of the Company,
judgments, fines and amounts paid in settlement, all of which have been actually
and reasonably incurred by me or on my behalf in connection with a certain
action, suit or proceeding to which I am a party or am threatened to be made a
party by reason of the fact that I am or was a director or officer of the
Company.

     3.   With respect to all matters related to any such action, suit or
proceeding, I acted in good faith and in a manner I reasonably believed to be in
or not opposed to the best interests of the Company, and, with respect to any
criminal action or proceeding, I had no reason to believe that my conduct was
unlawful.

     4.   I am requesting indemnification in connection with the following suit,
action or proceeding:

                                                   ____________________________
                                                   Name:


Subscribed and sworn to before me this __________ day of _______________, 19__.


                                   ___________________________________________
                                   Notary Public in and for
                                      said state and county