<PAGE>
                            SCHEDULE 14A INFORMATION

                  Proxy Statement Pursuant to Section 14(a) of
            the Securities Exchange Act of 1934 (Amendment No.    )

    Filed by the Registrant /X/
    Filed by a party other than the Registrant / /

    Check the appropriate box:
    / /  Preliminary Proxy Statement
    / /  Confidential, for Use of the Commission Only (as permitted by Rule
         14a-6(e)(2))
    /X/  Definitive Proxy Statement
    / /  Definitive Additional Materials
    / /  Soliciting Material Pursuant to Section 240.14a-11(c) or Section
         240.14a-12

- ------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)

- ------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/  No fee required

/ /  Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
     and 0-11

    (1) Title of each class of securities to which transaction applies:

        ------------------------------------------------------------------------
    (2) Aggregate number of securities to which transaction applies:

        ------------------------------------------------------------------------
    (3) Per unit price or other underlying value of transaction computed
        pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
        filing fee is calculated and state how it was determined):

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/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
    0-11(a)(2) and identify the filing for which the offsetting fee was paid
    previously. Identify the previous filing by registration statement number,
    or the Form or Schedule and the date of its filing.

    (1) Amount Previously Paid:

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    (4) Date Filed:

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<PAGE>

                        HOWELL CORPORATION
                     1111 Fannin, Suite 1500
                       Houston, Texas 77002




                          March 22, 2000




Dear Shareholder:

You are cordially  invited to attend the Annual  Meeting of  Shareholders  to be
held on  Wednesday,  April 26, 2000,  at 10:00 a.m.,  in the tenth floor meeting
room of the Howell  Corporation  Building,  1111 Fannin Street,  Houston,  Texas
77002.

The  accompanying  Notice of Annual  Meeting and Proxy  Statement  describe  the
formal  matters to be acted upon at the meeting.  In  addition,  we will discuss
current  matters  concerning  the future of the Company and review the Company's
operations  during the past year. At the  conclusion of the formal  meeting,  an
opportunity will be provided for questions and discussion by the shareholders. A
record of the Company's  activities for the year 1999 is contained in the Annual
Report which accompanies this proxy material.

Representation  of your  shares at the meeting is very  important.  We urge each
shareholder,  whether or not you now plan to attend  the  meeting,  to  promptly
date,  sign and return the  enclosed  proxy in the envelope  furnished  for that
purpose.  If you do attend the meeting,  you may, if you wish, revoke your proxy
and vote in person.

It is always a pleasure to meet with our  shareholders,  and I  personally  look
forward to seeing as many of you as possible at the Annual Meeting.

                                   Sincerely,



                                   /s/ DONALD W. CLAYTON
                                   ---------------------
                                   DONALD W. CLAYTON
                                   Chairman of the Board



<PAGE>


                        HOWELL CORPORATION
                     1111 Fannin, Suite 1500
                       Houston, Texas 77002



             NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

               TO BE HELD WEDNESDAY, APRIL 26, 2000



To the Shareholders of Howell Corporation:

NOTICE IS HEREBY  GIVEN that the Annual  Meeting of the  Shareholders  of Howell
Corporation,  a Delaware  corporation,  will be held in the tenth floor  meeting
room of the Howell Corporation Building,  1111 Fannin Street, Houston, Texas, on
Wednesday, April 26, 2000, at 10:00 a.m. local time, for the following purposes:

      1.to elect  three  members  to  the  Board of  Directors  to serve  for  a
        three-year term as Class III Directors;

      2.to ratify  the  appointment  of  Deloitte  & Touche  LLP as  independent
        auditors  for the Company for the fiscal year ending  December 31, 2000;
        and

      3.to transact such other  business as may properly come before the meeting
        or any adjournments thereof.


The Board of Directors  has fixed the close of business on February 29, 2000, as
the record date for the determination of shareholders entitled to receive notice
of and to vote at the Annual  Meeting.  A list of all  shareholders  entitled to
vote is on file at the  principal  offices of the Company,  1111  Fannin,  Suite
1500,  Houston,  Texas,  and will be available for inspection by any shareholder
during the meeting.

So that we may be sure your shares will be voted at the Annual  Meeting,  please
date,  sign and return the enclosed  proxy  promptly.  For your  convenience,  a
postpaid  return  envelope is enclosed for your use in returning your proxy.  If
you attend the meeting, you may revoke your proxy and vote in person.



                                   By Order of the Board of Directors,



                                   /s/ ROBERT T. MOFFETT
                                   ---------------------
                                   ROBERT T. MOFFETT
                                   Vice President,
                                   General Counsel
                                   and Secretary
March 22, 2000


<PAGE>


                        HOWELL CORPORATION
                     1111 Fannin, Suite 1500
                       Houston, Texas 77002



                         PROXY STATEMENT

                  ANNUAL MEETING OF SHAREHOLDERS
                          April 26, 2000

Solicitation and Revocability of Proxies

   This Proxy  Statement is furnished in  connection  with the  solicitation  of
proxies by the Board of Directors of Howell  Corporation  ("Company") to be used
at the Annual Meeting of Shareholders to be held in the tenth floor meeting room
of the Howell  Corporation  Building,  1111  Fannin  Street,  Houston,  Texas on
Wednesday,  April  26,  2000,  at  10:00  a.m.  local  time,  and at any and all
adjournments  thereof.  This Proxy  Statement  and the enclosed  proxy are being
mailed to the shareholders on or about March 22, 2000.

   Unless otherwise  indicated  thereon,  proxies in the accompanying form which
are properly executed and duly returned to the Company and which are not revoked
will be voted:

      1.for each of the three nominees  for director to  serve a three-year term
        as Class III Directors; and

      2.for  ratification  of  the  appointment  of  Deloitte  &  Touche  LLP as
        independent  auditors  for the Company for the year ending  December 31,
        2000.


   Shares represented by proxies marked as abstentions on any matter will not be
voted on that  matter,  although  they  will be  counted  for  quorum  purposes;
brokers'  shares held in "street name" and not voted by them will not be counted
in  tabulating  votes.  An  Inspector  of Election  selected by the Company will
tabulate votes at the Annual Meeting.

   The Board of Directors is not presently  aware of other proposals that may be
brought  before the Annual  Meeting.  In the event other  proposals  are brought
before the Annual Meeting,  the persons named in the enclosed form of proxy will
vote in  accordance  with what they  consider  to be the best  interests  of the
Company and its  shareholders.  The proxy also confers on persons named therein,
discretionary  authority  to vote with  respect to any matter  presented  at the
Annual Meeting for which advance notice was not received by the Company prior to
February 9, 2000.

   The cost of soliciting  proxies will be borne by the Company.  In addition to
the Company's  solicitation by mail,  proxies may be solicited  personally or by
telephone by the  management of the Company.  The Company may request  brokerage
houses or other  custodians,  nominees and  fiduciaries  to forward  proxies and
proxy  material  to the  beneficial  owners of the shares held of record by such
persons and will reimburse them for their reasonable forwarding expenses.

   Any proxy given  pursuant to this  solicitation  may be revoked by the person
giving it at any time before it is  exercised.  Proxies may be revoked by filing
with the Secretary of the Company written notice of revocation, by executing and
delivering a  later-dated  proxy,  or by  appearing  and voting in person at the
meeting.

Voting Securities and Record Date

     The Board of  Directors  of the  Company has fixed the close of business on
February 29, 2000, as the record date ("Record Date") for the  determination  of
shareholders   entitled  to  notice  of  and  to  vote  at  the  Annual  Meeting
<PAGE>
and any adjournments  thereof.   Shares held by  brokers and  not voted  by them
("broker  non-votes") and  abstentions  will be counted as present at the Annual
Meeting for purposes of  determining  the presence of a quorum.  An Inspector of
Election selected by the Company will tabulate votes at the Annual Meeting.

   The issued and outstanding  voting securities of the Company as of the Record
Date  consist of  5,521,782  shares of common  stock,  $1.00 par value per share
("Common  Stock") each of which is entitled to one vote.  Shares of Common Stock
are not entitled to cumulative  voting rights in the election of Directors.  The
presence  in person or by proxy of the  holders of a  majority  of the shares of
Common Stock  outstanding  on the Record Date will be necessary to  constitute a
quorum at the Annual Meeting.

   Assuming the presence of a quorum of the Common Stock,  the affirmative  vote
of the holders of a majority of the shares of Common Stock represented in person
or by proxy at the meeting is required  for the  election of  Directors  and for
ratification of the appointment of Deloitte & Touche LLP as independent auditors
for the fiscal year ending December 31, 2000.  Abstentions  will have the effect
of negative votes on these proposals.

   The Company also has issued and outstanding,  as of the Record Date,  690,000
shares of $3.50 convertible  preferred stock, par value $1.00 per share ("Series
A Preferred Stock"). Holders of the Series A Preferred Stock are not entitled to
vote with respect to any matter referred to in this Proxy Statement.

Item 1.  Election of Directors

   The Company's Board of Directors is divided into three classes,  each elected
to serve for a term of three years.  The Board of Directors,  in accordance with
the Company's Certificate of Incorporation,  has established that there shall be
three Class I Directors, three Class II Directors and three Class III Directors.

   The three nominees for Class III Directors are Paul W. Murrill,  Khoi V. Tran
and  Jack  T.  Trotter.  It is  the  intention  of  the  persons  named  in  the
accompanying  proxy that  proxies  will be voted for the election of these three
nominees unless otherwise indicated thereon. Messrs. Murrill and Trotter are now
Directors of the Company and are standing for reelection. The Board of Directors
has no reason to  believe  that any of the  nominees  will be unable to serve if
elected to office and, to the knowledge of the Board of Directors,  the nominees
intend to serve the entire term for which election is sought. Should any nominee
for the office of Director  named  herein  become  unable or unwilling to accept
nomination or election,  the persons named in the proxy will vote for such other
person as the Board of Directors  may  recommend.  The Company does not consider
security holder nominations.


                                      -2-
<PAGE>


Directors to be Elected at the Meeting

   Set forth below is certain  information  regarding each of the three nominees
for election as a Director.



                           Occupation, Experience and         Director
Name and Age                     Directorships                 Since
------------                     -------------                 -----
Paul W. Murrill....... Professional  Engineer for more than     1994
Age:  65                  five       years.       Chairman,
                          Piccadilly    Cafeterias,    Inc.
                          Chairman   and  Chief   Executive
                          Officer of Gulf States  Utilities
                          Company,  a public utility,  from
                          1982    to    1987.     Director:
                          Entergy  Corporation,  Tidewater,
                          Inc.,   Chemfirst    Corporation,
                          Piccadilly  Cafeterias,  Inc. and
                          Zygo, Inc.

Khoi V. Tran.......... Commercial     Manager     of    the       -
Age:  57                  International   Exploration   and
                          Production Division of Pennzoil /
                          PennzEnergy from 1992 until 1999.

Jack T. Trotter....... Personal business investments for        1988
Age:  73                  thirty years.  Director:
                          Weingarten Realty, Inc.


   The Board of Directors of the Company has  unanimously  approved the election
of the  nominees  and  recommends  a vote "FOR" the election of the nominees for
Class III Directors.



Directors Whose Term Extends Beyond the Meeting


   Set forth  below is certain  information  regarding  each  of  the  Directors
whose term extends beyond the meeting. The Class I Directors with terms expiring
in 2001 are Paul N. Howell,  Donald W. Clayton, and Richard K. Hebert. The Class
II Directors  with terms  expiring in 2002 are Robert M. Ayres,  Jr.,  Ronald E.
Hall and Otis A. Singletary.

                           Occupation, Experience and         Director
Name and Age                     Directorships                 Since
------------                     -------------                 -----
Robert M. Ayres, Jr... Financial  consultant  for more than     1991
Age:  73                  five years.  Vice  Chancellor and
                          President  Emeritus,   University
                          of  the  South.  Director:   Rail
                          Tex,   Inc.,   and  James   Avery
                          Craftsman, Inc.

Donald W. Clayton..... Chairman    and   Chief    Executive     1997
Age:  63                  Officer of the Company  since May
                          1997. From 1993 to 1997, was
                          co-owner and President of Voyager
                          Energy  Corp.,  a privately  held
                          oil and gas exploration  company.
                          Served as President  and Director
                          of Burlington Resources, Inc. and
                          President  and   Chief  Executive
                          Officer of  Meridian  Oil,  Inc..
                          Prior to that,  he  was  a senior
                          executive   with   Superior   Oil
                          Company.
                                      -3-
<PAGE>
Ronald E. Hall........ Chairman   of  the   Board   of  the     1995
Age:  67                  Company  from  1995 to May  1997.
                          Formerly   President   and  Chief
                          Executive    Officer   of   CITGO
                          Petroleum     Corporation,      a
                          refining,      marketing      and
                          distribution  company,  from 1985
                          to 1995.  Director  of CITGO from
                          1990 to 1995.  Director  of Getty
                          Marketing Company.

Richard K. Hebert..... President   and   Chief    Operating     1997
Age:  48                  Officer of the Company  since May
                          1997.  From  1993 to  1997,  was
                          co-owner   and   Chief  Executive
                          Officer of Voyager  Energy Corp.,
                          a  privately  held  oil  and  gas
                          exploration  company.  Served  as
                          Executive   Vice  President   and
                          Chief    Operating   Officer   of
                          Meridian    Oil,    Inc.,     now
                          Burlington    Resources,     Inc.
                          Prior   to   that,   served   in
                          various     engineering       and
                          management     positions     with
                          Mobil  Oil  Corporation, Superior
                          Oil Company  and Amoco Production
                          Company.

Paul N. Howell........ Chief   Executive   Officer  of  the     1955
Age:  81                  Company  from  1955 to May  1997.
                          Formerly  Chairman  of the  Board
                          of  the  Company   from  1978  to
                          1995.    Director   of   Lodestar
                          Logistics Corporation.

Otis A. Singletary.... President  Emeritus,  University  of    1977(1)
Age:  78                  Kentucky since 1987.

----------
1 Dr.  Singletary also served as a Director in 1969.


Compensation of Directors

   Each member of the Board of  Directors  who is not an employee of the Company
receives a $5,000 quarterly  retainer fee, plus $1,000 per meeting for attending
the meetings of a standing committee, unless the standing committee meets on the
same day as the Board of Directors,  in which event no fee is paid. Commensurate
remuneration  is also  paid for  service  on other  committees  and for  special
assignments  as  the  occasion  arises.   The  Company   reimburses   reasonable
out-of-pocket  expenses  incurred by a director in attending board and committee
meetings.

Activities of the Board

   The Board of Directors held five meetings during 1999. Each Director attended
at least 75% of the meetings of the Board and of any committee of which he was a
member.

   The Board of Directors  has three  standing  committees:  Audit, Compensation
 and Nominating, and Stock Option.

   Members of the Audit  Committee are Jack T. Trotter and Robert M. Ayres,  Jr.
The Audit Committee met once in 1999.  Functions of the Audit Committee  include
recommending to the Board of Directors the independent  auditors,  approving the
estimated  fees for such  services,  reviewing the audit reports and making such
recommendations to the Board of Directors concerning the audit reports as may be
appropriate,  meeting with the independent  auditors,  financial officers of the
Company and other  members of  management  to review the results of audits,  and
evaluating the adequacy of the internal control system of the Company.
                                      -4-
<PAGE>
   Members of the Compensation and Nominating  Committee  are Donald W. Clayton,
Walter M. Mischer,  Sr., and Paul W. Murrill.  The  Compensation  and Nominating
Committee  met  twice in 1999.  Functions  of the  Compensation  and  Nominating
Committee include establishing  compensation for the officers of the Company and
reviewing all employee benefit programs, including the recommendation of changes
in  the  benefits.   Additionally,  the  Committee  is  responsible  for  making
nominations to the Board of Directors.  The Committee does not consider security
holder  nominations.  Members of the Stock Option  Committee are Messrs.  Ayres,
Mischer,  Murrill,  Singletary and Trotter. The Committee  administers the 1988,
1997 and 1999  Stock  Option  Plans  and met  twice  in 1999.  Compensation  and
Nominating Committee Report on Executive Compensation

   The following  report by the  Compensation  and  Nominating  Committee to the
Board of  Directors  discusses  the  factors  the  Compensation  and  Nominating
Committee considers when determining the salary and bonus of the Chief Executive
Officer and other executive officers.

To the Board of Directors:

   As members of the  Compensation and Nominating  Committee,  it is our duty to
establish the compensation level of the executive officers,  to award bonuses to
the executive officers and to approve the Company's benefit plan arrangements.

   The base  salary  level  of the  executive  officers  is  recommended  to the
Compensation and Nominating  Committee by the Chief Executive  Officer.  Factors
considered by the Chief Executive Officer are typically subjective,  such as his
perception of the individual's performance and any planned changes in functional
responsibility,  and also include such factors as prior year compensation levels
and general  inflationary  considerations.  The profitability of the Company and
the  market  value  of its  stock  are not  primary  considerations  in  setting
executive officer base compensation, although significant changes in these items
are subjectively considered.

   The Committee  awarded bonuses to the executive  officers after  subjectively
considering  the  profitability  of the Company and individual  performance.  In
making such  determination,  the Committee does not apply any specific criteria.
The  perquisites  and  other  benefits  received  are  reported  in the  Summary
Compensation  Table and are  provided  primarily  pursuant to existing  employee
benefit programs.

   Mr. Clayton is the only member of the Compensation  and Nominating  Committee
who is a current  officer and  employee of the  Company.  No other member of the
Compensation and Nominating  Committee is a former or current officer, nor is an
employee of the Company or any of its subsidiaries.

                               Compensation and Nominating Committee

                               Walter M. Mischer, Sr.
                               Paul W. Murrill
                               Donald W. Clayton


                                      -5-
<PAGE>


Stock Option Committee Report on Executive Compensation

   The following  report by the Stock Option Committee to the Board of Directors
discusses the factors the Stock Option  Committee  considers when evaluating the
use of equity-based  incentives in compensating  the executive  officers and key
employees of the Company.

To the Board of Directors:

   As members of the Stock Option  Committee,  it is our duty to administer  the
Company's stock option plans.  The Committee  believes that stock options are an
important component of executive compensation. Administering the Company's plans
includes  awarding stock options to executive  officers and key  employees.  The
Company currently has three stock option plans in effect: the Howell Corporation
Omnibus Stock Awards and Incentive Plan ("Omnibus Plan"); the Howell Corporation
Nonqualified Stock Option Plan for Non-Employee Directors ("Director Plan"); and
the Howell  Corporation 1997  Nonqualified  Stock Option Plan ("1997 Plan").  At
December  31,  1999,  166,000  options were  outstanding  with  436,250  options
available  for grant under the Omnibus  Plan.  The 1997 Plan had 18,800  options
outstanding  and no options  were  available  for grant  thereunder.  Options to
purchase 343,026 shares were  outstanding  under the Company's 1988 Stock Option
Plan ("1988 Plan"). No further options may be granted under the 1988 Plan, which
continues to be administered by the Stock Option Committee.

   The  Committee  believes  that  stock  options  are  important  in  retaining
executives and motivating them to improve stock market  performance.  The number
of options  granted to each  executive  officer was  determined  by  considering
position, potential performance and functional responsibilities.

                               Stock Option Committee

                               Robert M. Ayres, Jr.
                               Walter M. Mischer, Sr.
                               Paul W. Murrill
                               Otis A. Singletary
                               Jack T. Trotter

                                      -6-
<PAGE>


Compensation of Executive Officers

    Messrs. Donald W. Clayton, Richard K. Hebert,  Robert T.  Moffett,  Allyn R.
Skelton, II, and John E. Brewster, Jr. constituted the executive officers of the
Company at the end of 1999.  Mr.  Clayton,  Mr. Hebert and Mr.  Brewster  became
executive  officers on May 14, 1997. Mr. Moffett became an executive  officer on
October 30, 1995. Mr.  Skelton became an executive  officer on May 18, 1999. The
following table summarizes the compensation  paid by the Company,  for the three
fiscal years ended December 31, 1999, to each of the named  executive  officers.
During the period  covered by the table,  the Company made no  restricted  stock
awards and had no long-term incentive plans or pension plans.
<TABLE>
<CAPTION>

                         Summary Compensation Table
                              Annual Compensation
                                                                      Long-term
                                                                     Compensation
                                                                     ------------
                                                        Other         Securities       All
                                                        Annual        Underlying      Other
Name & Principal Position   Year   Salary    Bonus   Compensation(1)    Options    Compensation
-------------------------   ----   ------    -----   ------------    ------------  ------------
                                    ($)       ($)         ($)             (#)           ($)
<S>                         <C>   <C>       <C>          <C>             <C>         <C>
Donald W. Clayton           1999  200,000   60,000       6,000                 -      9,600(2)
  Chairman and              1998  200,000        -       6,000                 -      4,667
  Chief Executive Officer   1997  126,515        -       3,795           265,000(3)       -

Richard K. Hebert           1999  200,000   60,000       6,000                 -     10,248(4)
  President and             1998  200,000        -       6,000                 -      5,315
  Chief Operating Officer   1997  126,515        -       3,795           265,000(5)     350

Robert T. Moffett           1999  150,000   70,000       6,000            15,000      9,648(6)
  Vice President,           1998  150,000        -       6,000             4,000     10,257
  General Counsel and       1997  140,000   40,000       6,000             9,680     11,200
  Secretary

Allyn R. Skelton, II        1999   93,182   40,000       3,730            15,000      5,628(7)
  Vice President and        1998        -        -           -                 -          -
  Chief Financial Officer   1997        -        -           -                 -          -

John E. Brewster, Jr.       1999  130,000   65,000           -            15,000      8,448(8)
  Vice President, Corporate 1998  130,000        -           -             4,000      3,681
  Development & Planning    1997   72,746   30,000           -            13,800        350
</TABLE>
--------
1  Other annual compensation is auto allowance.

2  Represents Company contributions of $9,600 to a 401K plan.

3  These were canceled in 1999.

4  Represents  Company  contributions  of  $9,600  to a 401K  plan  and $648 for
   premiums for term life insurance.

5  These were canceled in 1999.

6  Represents  Company  contributions  of  $9,000  to a 401K  plan  and $648 for
   premiums for term life insurance.

7  Represents  Company  contributions  of  $5,250  to a 401K  plan  and $378 for
   premiums for term life insurance.

8  Represents  Company  contributions  of  $7,800  to a 401K  plan  and $648 for
   premiums for term life insurance.

                                      -7-
<PAGE>


Compensation Pursuant to Plans

   The Stock Option  Committee  continues to  administer  the 1988 Plan, a stock
option plan for its executive officers,  directors and key employees under which
no further  options may be granted.  Under this plan the Stock Option  Committee
could grant both incentive and nonqualified  stock options to eligible employees
and,  subject to certain  limitations,  members  of the Board of  Directors.  An
aggregate of 750,000 shares of Common Stock had been reserved for issuance under
this plan, of which  150,000 could be optioned to Directors.  As of December 31,
1999,  options with respect to 343,026 shares of Common Stock remain outstanding
under the 1988 Plan.

   The 1997 Plan,  which  expires in 2007, is  administered  by the Stock Option
Committee for the Company's  executive  officers,  directors and key  employees.
Under this plan the Company may grant nonqualified options to eligible employees
and members of the Board of Directors.  An aggregate of 538,800 shares of Common
Stock had been reserved for issuance under this plan. Options  outstanding as of
December 31, 1999 are 18,800. The remaining 520,000 options were canceled during
1999.

   The Stock Option  Committee also  administers the Omnibus Plan, which expires
in 2009.  The Omnibus  Plan allows the Company to grant stock  options and other
forms  of  equity-based   incentives,   including  stock  appreciation   rights,
performance awards and restricted stock awards, to the Company's  executives and
key employees.  As of December 31, 1999, there were 166,000 options  outstanding
and 436,250 additional options reserved for issuance under this plan.

   The following table sets forth the options  granted to the individuals  named
in the Summary  Compensation  Table during the last fiscal year. No options were
granted to Messrs. Clayton and Hebert.
<TABLE>
<CAPTION>


                                    Option Grants in Last Fiscal Year

                                            Individual Grants(1)
                        -----------------------------------------------------------
                         Number of  % of Total
                        Securities   Options                                             Potential Realizable
                        Underlying  Granted to  Exercise  MarketPrice(2)                value at Assumed Annual
                         Options    Employees     Price    On Date of    Expiration      Rates of Stock Price
      Name               Granted     in Year    Per Share    Grant          Date     Appreciation for Option Term
---------------------   ----------  ----------  --------- -------------- ----------  ----------------------------
                           (#)                  ($/Share)  ($/Share)                       0%        5%        10%
                                                                                           --        --        ---

<S>                      <C>           <C>       <C>         <C>         <C>            <C>       <C>       <C>
Robert T. Moffett        15,000        9         $2.1250     $5.250      03/02/2009     $46,875   $96,400   $172,382


Allyn R. Skelton, II     15,000        9         $4.1250     $4.125      05/17/2009           -   $38,913    $98,613


John E. Brewster, Jr.    15,000        9         $2.1250     $5.250      03/02/2009     $46,875   $96,400   $172,382

</TABLE>
-------------
1  Options become  exercisable in increments of 25% of the shares covered by the
   grant  after the lapse of  successive  one-year  periods.  Each  option has a
   ten-year  term,   but  in  case  of  termination  of  employment,   otherwise
   exercisable options expire after six months.

2  Options were granted to certain  officers and key employees under the Omnibus
   Plan at a time when the  market  price of the shares  was  $2.125.  Since the
   grants  were  revocable  if the Plan was not  approved by  Shareholders,  the
   grants did not become  effective  until such  approval  was obtained at which
   time the market price had risen to $5.25.


                                      -8-
<PAGE>
   The table  below shows the number of shares of Common  Stock  issued upon the
exercise of options by the executive  officers in 1999,  the value received upon
exercise of those options,  the number of exercisable and unexercisable  options
at December 31, 1999 and the value of exercisable and unexercisable options with
an option price of less than $5.75 per share,  which was the market value of the
Company's common stock on December 31, 1999.

<TABLE>
<CAPTION>

         Aggregated Option Exercises in Last Fiscal Year
                and Fiscal Year-end Option Values

                                                       Number of             Dollar
                                                      Securities            Value of
                                                      Underlying           Unexercised
                                                      Unexercised          In-the-Money
                                                   Options at Fiscal    Options at Fiscal
                                                       Year End             Year End
                        Shares Acquired    Value     Exercisable/          Exercisable/
  Name                    on Exercise    Realized    Unexercisable        Unexercisable
  ----                    -----------    --------    -------------        -------------
                              (#)          ($)            (#)                 ($)

<S>                           <C>          <C>       <C>                      <C>
Donald W. Clayton              -            -             0/0                 0/0

Richard K. Hebert              -            -             0/0                 0/0

Robert T. Moffett              -            -        27,340/23,940            0/54,375

Allyn R.  Skelton, II          -            -             0/15,000            0/24,375

John E.  Brewster, Jr.         -            -         7,900/24,900            0/54,375
</TABLE>



Compensation  and  Nominating  Committee  Interlocks  and  Insider Participation

   The  Compensation  and   Nominating  Committee  of  the  Company's  Board  of
Directors  is  composed of the  following:  Walter M.  Mischer,  Sr. and Paul W.
Murrill,  neither of whom is an employee of the  Company;  and Donald W. Clayton
who is the Chairman and Chief Executive Officer of the Company.


                                      -9-
<PAGE>


Performance Graph

   Set forth below is a line graph comparing the yearly percentage change in the
cumulative  total  shareholder  return on the Company's Common Stock against the
cumulative  total  return of the Dow Jones  Industrial  Average and a peer group
average  for the period of five years  commencing  December,  31, 1994 and ended
December 31,  1999.  The peer group  average is the Dow Jones Energy  Sector Oil
Secondary Group Average, which consists of smaller oil companies who do the bulk
of their business  domestically.  The historical stock price performance for the
Company's stock shown on the graph below is not necessarily indicative of future
stock performance.

         Composite of Five Year Cumulative Total Return*
    Howell Corporation Common, Peer Group Average & Dow Jones
                        Industrial Average
<TABLE>
<CAPTION>

                              1994      1995     1996     1997     1998     1999
                              ----      ----     ----     ----     ----     ----

<S>                          <C>      <C>      <C>      <C>      <C>       <C>
Howell Corporation           100.00%  122.61%  128.88%  150.90%   18.34%    53.09%
Peer Group                   100.00%  115.70%  142.57%  151.84%  110.88%   125.34%
Dow Jones Industrial Average 100.00%  136.95%  176.26%  220.11%  260.01%   330.75%
</TABLE>

*  Assumes  that the value of the  investment  in  Howell  Corporation  and each
indices was $100 on December 31, 1994 and that all dividends were reinvested.

Security Ownership of Management and Certain Beneficial Owners

   The following  table sets forth, as of February 1, 2000, the shares of Common
Stock beneficially owned by (i) any person who, to the knowledge of the Company,
beneficially owns more than 5% of such stock, (ii) each director and nominee for
director of the Company,  (iii) each  executive  officer of the Company named in
the Summary Compensation Table, and (iv) all directors and executive officers of
the Company as a group. The Common Stock is the only class of voting  securities
of the Company currently outstanding. Unless otherwise indicated, each holder in
the table below has sole voting and dispositive power with respect to the shares
of Common Stock owned by such holder.




                              -10-
<PAGE>
<TABLE>
<CAPTION>
                                           Amount and Nature
Name and Address                            of Beneficial        Percent
of Beneficial Owner                           Ownership         of Class
-------------------                           ---------         --------
<S>                                          <C>                  <C>
Paul N. Howell.............................. 1,244,505(1)         22.1
Howell Corporation
1111 Fannin, Suite 1500
Houston, Texas 77002

Donald W. Clayton...........................   280,040(2)          5.1
Howell Corporation
1111 Fannin, Suite 1500
Houston, TX  77002

Richard K. Hebert...........................   169,103(3)          3.0
Howell Corporation
1111 Fannin, Suite 1500
Houston, TX  77002

Robert T. Moffett...........................    38,155(4)            *
Howell Corporation
1111 Fannin, Suite 1500
Houston, TX  77002

Allyn R. Skelton, II........................     5,389               *
Howell Corporation
1111 Fannin, Suite 1500
Houston, TX  77002

John E. Brewster, Jr........................    24,045(5)            *
Howell Corporation
1111 Fannin, Suite 1500
Houston, TX  77002

Robert M. Ayres, Jr.........................   201,146(6)          3.6
5705 Scout Island Cove
Austin, TX  78731

Ronald E. Hall..............................    70,400(7)          1.3
Howell Corporation
1111 Fannin, Suite 1500
Houston, TX  77002

Walter M. Mischer, Sr.......................    25,000               *
Hallmark Residential Group
2727 North Loop West, Suite 200
Houston, TX  77008

Paul W. Murrill.............................    11,000(8)            *
206 Sunset Boulevard
Baton Rouge, LA  70808

Otis A. Singletary..........................    20,900(9)            *
780 Chinoe Rd.
Lexington, KY  40502

                                      -11-
<PAGE>

                                           Amount and Nature
Name and Address                            of Beneficial        Percent
of Beneficial Owner                           Ownership         of Class
-------------------                           ---------         --------
Khoi V. Tran................................     2,000               *
10718 Sagetrail
Houston, TX 77089

Jack T. Trotter.............................   100,000             1.8
1000 Louisiana, Suite 3600
Houston, TX  77002

All directors and executive officers as a
  group (12 persons)........................ 2,191,683(10)        38.1

Dimensional Fund Advisors Inc...............   499,800(11)         9.1
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401

Ingalls & Snyder LLC........................   893,438(12)        15.4
61 Broadway
New York, NY 10006

Robert L. Gipson............................   724,415(13)        12.5
c/o Ingalls & Snyder LLC
61 Broadway
New York, NY 10006

AXA Financial, Inc..........................   882,804(14)        13.8
1290 Avenue of the Americas
New York, NY 10104

Forest Investment Management LLC............   304,242(15)         5.2
53 Forest Avenue
Old Greenwich, CT  06870

Bradley N. Howell...........................   281,988(16)         5.2
Lodestar Logistics Corporation
1111 Fannin, Suite 1500
Houston, TX 77002
</TABLE>

*  Less than 1%.
--------
1  Includes  103,726  shares  which Mr.  Paul N. Howell has the right to acquire
   within 60 days pursuant to certain  options and 44,500 shares which are owned
   by  the  Howell  Foundation,  as  to  which  Mr.  Howell  shares  voting  and
   dispositive power.

2  Includes 25,000 restricted shares which Mr. Clayton has the right to vote. He
   does not have dispositive power until the lapse of certain  restrictions that
   burden such shares.

3  Includes 25,000  restricted shares which Mr. Hebert has the right to vote. He
   does not have dispositive power until the lapse of certain  restrictions that
   burden such shares.

4  Includes  34,360 shares  which Mr. Moffett has the right to acquire within 60
   days pursuant to certain options.
                                      -12-
<PAGE>
5  Includes 400 shares held by Mr. Brewster as custodian for minor children,  as
   to which he exercises  both voting and  dispositive  power and 12,650  shares
   which he has the right to acquire within 60 days pursuant to certain options.

6  Includes 5,250 shares owned by the Shield-Ayres  Foundation,  as to which Mr.
   Ayres disclaims both voting and dispositive  power, and 12,490 shares held by
   Mr. Ayres' wife, as to which he disclaims both voting and dispositive  power.
   Includes  3,030  shares of  common  stock  which  Mr.  Ayres has the right to
   receive  within 60 days should he elect to convert the 500 shares of series A
   Preferred  Stock help by him. Also includes 10,000 shares which Mr. Ayres has
   the right to acquire with 60 days pursuant to certain options.

7  Includes  50,000  shares  which Mr. Hall has the right to acquire  within 60
   days pursuant to certain options.

8  Includes  10,000 shares which Dr. Murrill has the right to acquire within 60
   days pursuant to certain options.

9  Includes  600  shares  held by Dr.  and  Mrs.  Singletary,  as to  which  Dr.
   Singletary  shares voting and dispositive  power,  and 300 shares held by Dr.
   Singletary as custodian  for minor  children,  as to which he exercises  both
   voting and dispositive power.

10 Includes 223,766 shares which the Company's  directors and executive officers
   have the right to acquire  within 60 days pursuant to the exercise of certain
   options and the conversion of shares of Series A Preferred Stock.

11 Dimensional  Fund Advisors Inc.  ("DFA"),  a registered  investment  advisor,
   furnishes  investment  advice  to four  investment  companies  and  serves as
   investment  manager to certain  other  commingled  group  trusts and separate
   accounts.  In its role as investment adviser or manager, DFA possesses voting
   and/or investment power over 499,800 shares of Common Stock that are owned by
   the accounts it manages or advises. DFA disclaims beneficial ownership of all
   such shares.

12 Includes  289,788  shares of Common Stock which  Ingalls & Snyder LLC has the
   right to receive  within 60 days should it elect to convert the 81,850 shares
   of Series A Preferred Stock held by it. Ingalls & Snyder LLC is registered as
   a broker or dealer with the commission. Based on Amendment No. 14 to Schedule
   13G filed  with the  Commission,  Ingalls & Snyder  LLC has sole  voting  and
   dispositive power with respect to 288,600 of the shares of Common Stock owned
   beneficially.

13 Includes  220,000  shares  of  Common  Stock  which  Robert  L.  Gipson  owns
   individually.  Also includes  252,900 shares of Common Stock and 9,091 shares
   of Common  Stock  assuming  conversion  of 3,000 shares of Series A Preferred
   Stock,  held in brokerage  accounts over which Mr.  Gipson has  discretionary
   dispositive authority.  Also includes 242,424 shares of Common Stock assuming
   conversion  of 80,000  shares of Series A  Preferred  Stock held by Ingalls &
   Snyder Value Partners, L.P. of which Mr. Gipson is a General Partner where he
   shares voting power with respect to such shares.

14 Includes  8,068 shares of Common  Stock held by  Donaldson  Lufkin & Jenrette
   Securities  Corporation ("DLJ"). Also includes 874,736 shares of Common Stock
   which DLJ has the right to receive  within 60 days should it elect to convert
   the  288,663  shares of Series A  Preferred  held by it. DLJ is a  registered
   broker-dealer  and is a  subsidiary  of AXA  Financial,  Inc.  DLJ  holds the
   securities for investment  purposes and has sole voting and dispositive power
   with respect to them.

15 Includes  304,242 shares of Common Stock which Forest  Investment  Management
   LLC,  ("Forest")  has the right to receive  within 60 days should it elect to
   convert the 100,400 shares of Series A Preferred Stock held by it.  According
   to Schedule 13G filed by Forest with the  Commission,  Forest is a registered
   investment advisor. Forest has sole voting and dispositive power over all the
   shares of Common Stock owned beneficially.
                                      -13-
<PAGE>
16 Of these,  35,705 shares are held by Bradley N. Howell as custodian for minor
   children, as to which he exercises both voting and dispositive power; 139,546
   shares are held in trust for minor  children and for himself,  as to which he
   shares voting and dispositive power; and 14,273 shares are held by Bradley N.
   Howell's wife, as to which he disclaims both voting and dispositive power.


Certain Transactions

    Mr. Paul N. Howell and Mr. Ronald E. Hall receive annual consulting  fees of
$60,000  and  $32,000,  respectively.  Mr.  Hall  also  receives  a yearly  auto
allowance of $6,000.  The Board of Directors  reviews these  arrangements  on an
annual basis.

   In 1990, the Company  commenced paying the premiums for a period of ten years
on an  insurance  policy  pursuant to a Split  Dollar Life  Insurance  Agreement
entered into between the Company and the trustees of certain trusts  established
by Paul N. Howell and his wife.  The Company's  obligations  have been fulfilled
and pursuant to the terms of the agreement,  the cumulative premiums paid by the
Company over the life of the agreement  were returned to the Company in February
2000.

   The Company has entered into a Deferred  Compensation and Salary Continuation
Agreement  with Paul N.  Howell.  Pursuant to the terms of that  Agreement,  the
Company has contracted to pay Mr. Howell, or his wife if she survives his death,
certain annual payments upon his termination of employment for any reason. Those
annual  payments  are  $17,500  each  year  for the  years  1991  through  1996,
inclusive,  and $30,000 each year for the years 1997 through 1999, inclusive. As
Mr.  Howell's  employment with the Company  continued  through a portion of this
period of time,  the Company  was  relieved  of its  obligation  for each annual
payment set out above as that year expired.  Since Mr. Howell retired on May 14,
1997, the Company made a final annual payment of $30,000 in 1999.

Compliance  with Section  16(a) of the  Securities  Exchange Act of 1934

   Section 16(a) of the  Securities  Exchange Act of 1934 requires the Company's
directors  and  officers,  and  persons  who own  more  than  ten  percent  of a
registered class of the Company's equity securities, to file with the Securities
and Exchange  Commission ("SEC") and the New York Stock Exchange initial reports
of  ownership  and  reports of changes in  ownership  of Common  Stock and other
equity  securities  of  the  Company.  Officers,   directors  and  greater  than
ten-percent  shareholders  are required by SEC regulation to furnish the Company
with copies of all Section 16(a) forms they file.

   To the  Company's  knowledge,  based  solely on review of the  copies of such
reports  furnished  to the  Company and  written  representations  that no other
reports were required,  all section 16(a) filing requirements  applicable to its
officers, directors and greater than ten-percent beneficial owners were complied
with during the fiscal year ended December 31, 1999.

Item 2.  Ratification of Appointment of Independent Auditors

   Deloitte  & Touche  LLP has been  appointed  by the  Board  of  Directors  as
independent  auditors of the Company  and its  subsidiaries  for the fiscal year
ending  December  31,  2000.   This   appointment  is  being  presented  to  the
shareholders  for  ratification.  Deloitte & Touche  LLP  served the  Company as
independent  auditors for the fiscal year ended December 31, 1999.  Although the
Company is not required to obtain shareholder ratification of the appointment of
the independent  auditors for the Company for the fiscal year ended December 31,
2000, the Company has elected to do so.

   Representatives  of  Deloitte  & Touche  LLP will be  present  at the  Annual
Meeting.  While  they do not  plan  to make a  statement  at the  meeting,  such
representatives  will be  available  to respond to  appropriate  questions  from
shareholders and will be free to make a statement if they so desire.

                                      -14-
<PAGE>
   In the event that the  shareholders do not ratify the appointment of Deloitte
& Touche LLP as the independent  auditor of the Company,  the Board of Directors
will consider the retention of other independent auditors.

   The Board of Directors  of the Company has  unanimously  approved  Deloitte &
Touche LLP as the independent auditors for the Company for the fiscal year ended
December  31,  2000  and  recommends  a  vote  "FOR"  the  ratification  of  the
appointment of Deloitte & Touche LLP as independent auditors
for the Company for such fiscal year.

Shareholders' Proposals for 2001 Annual Meeting

   In order for proposals  submitted by shareholders of the Company  pursuant to
Rule 14a-8 of the General Rules and  Regulations  under the Securities  Exchange
Act of 1934,  as amended,  to be included in the Company's  Proxy  Statement and
form of proxy  relating to the 2001  Annual  Meeting of the  Shareholders,  such
proposals must be received at the Company's principal executive offices no later
than  November  24,  2000.  A  Stockholder  choosing  not to use the  procedures
established  in Rule 14a-8 must deliver the proposal at the Company's  principal
executive offices no later than February 24, 2001. All such proposals must be in
conformity with all applicable legal provisions.

Other Business

   The Board of  Directors  of the  Company  does not know of any other  matters
which are to be  presented  for  action at the  meeting.  However,  if any other
matters properly come before the meeting, it is intended that the enclosed proxy
will be voted in accordance with the recommendation of the Board of Directors.

                                   By Order of the Board of Directors,



                                   /s/ DONALD W. CLAYTON
                                   ---------------------
                                   DONALD W. CLAYTON
                                   Chairman of the Board

Houston, Texas
March 22, 2000
                                      -15-

<PAGE>

                        COMMON SHAREHOLDER'S PROXY

                            HOWELL CORPORATION

        THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

     The undersigned hereby appoints Paul N. Howell and Otis A. Singletary,  and
each of them, as proxies, each with full power of substitution, to represent and
vote as  designated  on the  reverse  all  shares  of  Common  Stock  of  Howell
Corporation  ("Company") held of record by the undersigned on February 29, 2000,
at the  Annual  Meeting of  Shareholders  to be held on April 26,  2000,  or any
adjournments thereof.

                   (Continued and to be signed on other side)
<PAGE>
A [X]  Please mark your
       votes as in this
       example.


(1) ELECTION OF THREE CLASS III DIRECTORS:    WITHHOLD AUTHORITY to vote for all
    FOR all nominees listed below  |_|        nominees listed below |_|

    (INSTRUCTION:  To  withhold  authority  to  vote for  any individual nominee
    strike through the nominee's name below.)

    Paul W. Murrill       Khoi V. Tran        Jack T. Trotter

(2) PROPOSAL TO RATIFY THE APPOINTMENT of Deloitte & Touche  LLP as  independent
    auditors for the Company:

    FOR |_|           AGAINST |_|          ABSTAIN |_|

    This  Proxy  when  properly  executed  will be voted in the manner  directed
herein by the undersigned shareholder.  If no direction is made, this Proxy will
be voted for Proposals 1 and 2 above.

PLEASE MARK,  SIGN,  DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.


Signature________________________________________


Signature________________________________________
               Signature, if held jointly

DATE:  ____________________, 2000


Note:Please sign exactly as name appears  hereon.  When shares are held by joint
     tenants,   both  should  sign.   When   signing  as   attorney,   executor,
     administrator,  trustee or guardian,  please give full title as such.  If a
     corporation,  please  sign in full  corporate  name by  President  or other
     authorized  officer.  If a partnership,  please sign in partnership name by
     authorized person.