EXHIBIT 10.32


                               HOWELL CORPORATION
                         NONQUALIFIED STOCK OPTION PLAN
                           FOR NON-EMPLOYEE DIRECTORS


     SECTION 1.  Purpose.  The purpose of this HOWELL  CORPORATION  NONQUALIFIED
STOCK OPTION PLAN FOR NON-EMPLOYEE  DIRECTORS  ("Plan") is to attract and retain
the services of experienced and knowledgeable  non-employee directors for Howell
Corporation,   a  Delaware   corporation  (the  "Company"),   and  provide  such
non-employee  directors an opportunity for ownership of common stock,  $1.00 par
value ("Common  Stock"),  of the Company.  Options to be granted under this Plan
will 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").

     SECTION 2.  Administration  of the Plan. The Plan shall be  administered by
the Board of  Directors  of the Company  ("Board").  Subject to the terms of the
Plan,  the Board shall have the power to interpret the  provisions and supervise
the  administration of the Plan. All decisions made by the Board pursuant to the
provisions of the Plan shall be made by a majority of its members at a duly held
regular or special meeting or by written consent in lieu of any such meeting.  A
majority of the directors in office shall  constitute a quorum and all decisions
made by the Board  pursuant  to the  provisions  of the Plan  shall be made by a
majority of the directors present at any duly held regular or special meeting at
which a quorum is present  (unless the  concurrence  of a greater  proportion is
required by law or by the certificate of incorporation or bylaws of the Company)
or by the  written  consent of a majority of the  directors  in lieu of any such
meeting.   All   expenses  and   liabilities   incurred  by  the  Board  in  the
administration of this Plan shall be borne by the Company.  The Board may employ
attorneys, consultants,  accountants or other persons to assist the Board in the
carrying out of its duties hereunder.

     SECTION 3. Stock  Reserved.  Subject to adjustment as provided in paragraph
5(f) and Section 6 hereof,  the aggregate  number of shares of Common Stock that
may be  issued  under  this Plan  shall not  exceed a number of shares of Common
Stock calculated as follows: (i) 75,000, plus (ii) the total number of shares of
Common  Stock  subject  to  outstanding  options  granted  only to  non-employee
directors of the Company under the 1988 Stock Option Plan of Howell  Corporation
("1988  Plan")  and which  expire  or lapse  under the terms of the 1988 Plan or
related  option  agreements  during  the term of this  Plan or  which  otherwise
terminate or are cancelled,  including but not limited to a relinquishment of an
outstanding  option for cash,  without being  exercised  during the term of this
Plan;  provided,  however that,  the aggregate  number of shares of Common Stock
that may be issued  under  this Plan shall not  exceed  155,000,  subject to any
adjustments  under paragraph 5(f) and Section 6. The shares subject to this Plan
shall  consist of authorized  but unissued  shares of Common Stock or previously
issued  shares of Common  Stock  reacquired  and held by the  Company,  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
options at the  termination  of this Plan  shall  cease to be  reserved  for the
purpose of this Plan, but until  termination of this Plan or the  termination of
the last of the options  granted  under this Plan,  whichever  last occurs,  the
Company  shall at all times  reserve a  sufficient  number of shares to meet the
requirements of this Plan. To the extent that an option under this Plan expires,
lapses,  or is cancelled,  including but not limited to a  relinquishment  of an
outstanding  option for cash,  any shares of Common Stock subject to such option
may again be made subject to an option under this Plan.
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     SECTION  4. Grant of  Options.  Each  director  of the  Company  who is not
otherwise an employee of the Company or any of the  Company's  subsidiaries  (as
defined in Section  424(f) of the Internal  Revenue  Code of 1986)  (hereinafter
referred to as an "Eligible  Director",  which term shall include any transferee
permitted  pursuant to paragraph 5(d) below) and who is not currently serving as
a director on the date this Plan is  approved by the Board,  shall be granted an
option to acquire  10,000 shares of Common Stock when such Eligible  Director is
first  elected  to the Board  ("Initial  Option").  Commencing  with the  Annual
Meeting of  Shareholders  approving this Plan, an option to acquire 1,000 shares
of Common Stock  ("Subsequent  Option") shall  automatically  be granted to each
Eligible Director on the date following each Annual Meeting of Shareholders. The
term "Date of Grant" means (i) in the case of an Initial  Option  granted on the
date on which  an  Eligible  Director  not  currently  serving  on the  Board of
Directors is first elected to the Board, the date of such initial election;  and
(ii) in the case of a Subsequent Option, the date following each Annual Meeting,
provided  that no Eligible  Director  shall  receive a Subsequent  Option at the
Annual  Meeting next  following  the receipt of an Initial  Option.  The Initial
Option and any Subsequent  Option shall be subject to adjustment as provided for
in paragraph 5(f).

     SECTION 5.

     (a) Terms and  Conditions.  Each  option  granted  under this Plan shall be
evidenced  by an  agreement,  in a form  approved  by the Board,  which shall be
subject to the following  express terms and  conditions  and to such other terms
and conditions as the Board may deem appropriate.

     Each Initial Option and Subsequent Option shall not be exercisable for more
than a percentage of the aggregate  number of shares  offered under each Initial
Option and Subsequent  Option  determined by the number of full years  occurring
since the Date of Grant of each such  Initial  Option and  Subsequent  Option in
accordance with the following schedule:

           Number of Full           Percentage of
               Years             Shares Purchasable
           --------------        ------------------
           Less than One                  0%
           One                           25%
           Two                           50%
           Three                         75%
           Four                         100%

     If an Eligible  Director ceases to serve on the Board prior to the time all
or a portion of any Initial  Option or  Subsequent  Option  becomes  exercisable
pursuant  to the  above  schedule,  the  portion  of such  option  which  is not
exercisable shall expire and be forfeited; provided however, that upon the death
of an Eligible  Director,  all options granted the Eligible  Director under this
Plan  shall be fully  exercisable  as set  forth  below and in  accordance  with
paragraph 5(d).

      Each  exercisable  option  granted  under this Plan shall  provide that it
shall  terminate  and be of no force or effect  with  respect  to any shares not
previously purchased under such option by an Eligible Director upon the first to
occur of (i) the expiration of ten years from the Date of Grant of the option or
(ii) the  expiration of one hundred  eighty (180) days after the  termination of
the Eligible Director's service as a Director of the Company for any reason.

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      (b)  Exercise  Price.  The  exercise  price of each share of Common  Stock
subject to an Initial Option or Subsequent Option shall be the fair market value
of a share  of  Common  Stock on the Date of  Grant  of the  Initial  Option  or
Subsequent  Option. For all purposes under this Plan, the fair market value of a
share of Common Stock means,  as of any specified date, the closing price of the
Common Stock as reported in The Wall Street  Journal's  New York Stock  Exchange
("NYSE") - Composite  Transactions  listing for such day  (corrected for obvious
typographical  errors),  or if the shares are listed for trading on the NYSE but
no  closing  price is  reported  in such  listing  for such  day,  then the last
reported  closing  price for such shares on the NYSE,  or if such shares are not
listed or traded on the NYSE, the closing sales price on any national securities
exchange  on which the  Common  Stock is traded,  or if the Common  Stock is not
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 reported by the National Quotation Bureau Incorporated, or,
in all other cases, the value established by the Board in good faith.

      (c) Procedure for Exercise.  Options shall be exercised by the delivery by
the Eligible  Director of written notice to the Secretary of the Company setting
forth the number of shares of Common  Stock with  respect to which the option is
being  exercised.  The notice  shall be  accompanied  by, at the election of the
Eligible Director,  (i) cash,  cashier's check, bank draft, or postal or express
money order payable to the order of the Company, (ii) certificates  representing
shares of Common Stock  theretofore owned by the Eligible Director duly endorsed
for transfer to the Company, or (iii) any combination of the preceding, equal in
value to the full amount of the exercise price.  Moreover,  an option  agreement
may provide for a "cashless  exercise" of the option by establishing  procedures
whereby the Eligible Director,  by a properly-executed  written notice,  directs
(i) an  immediate  market  sale or margin loan  respecting  all or a part of the
shares of Common  Stock to which he is  entitled  upon  exercise  pursuant to an
extension of credit by the brokerage firm or other financial  institution to the
Eligible Director of the option price, (ii) the delivery of the shares of Common
Stock  from  the  Company  directly  to a  brokerage  firm  or  other  financial
institution  and (iii) the  delivery of the option price from the sale or margin
loan proceeds from the brokerage firm or other financial institution directly to
the Company. Notice may also be delivered by telecopy provided that the exercise
price of such shares is  received  by the Company via wire  transfer on the same
day the  telecopy  transmission  is received by the  Company.  The notice  shall
specify the address to which the  certificates for such shares are to be mailed.
An option to purchase  shares of Common Stock in accordance with this Plan shall
be deemed to have been exercised  immediately  prior to the close of business on
the date (i) written  notice of such  exercise  and (ii)  payment in full of the
exercise  price for the number of share for which  options are being  exercised,
are both received by the Company and the Eligible  Director shall be treated for
all  purposes  as the record  holder of such  shares of Common  Stock as of such
date.

      As  promptly  as  practicable  after  receipt of such  written  notice and
payment, the Company shall deliver to the Eligible Director certificates for the
number of shares with respect to which such option has been so exercised, issued
in the Eligible Director's name or such other name as Eligible Director directs;
provided,  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 Eligible  Director at
the address specified pursuant to this paragraph 5(c).

      (d) Transferability.  An option granted pursuant to this Plan shall not be
assignable or otherwise  transferable by an Eligible Director  otherwise than by
an Eligible  Director's will or by the laws of descent and distribution.  During
the lifetime of an Eligible  Director,  an option shall be

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<PAGE>
exercisable  only by such  Eligible  Director or the Eligible  Director's  legal
representative.  Any heir or legatee of the Eligible  Director shall take rights
granted herein and in the option  agreement  subject to the terms and conditions
hereof and thereof.  No such  transfer of any option to heirs or legatees of the
Eligible  Director  shall be  effective  to bind the Company  unless the Company
shall  have  been  furnished  with  written  notice  thereof  and a copy of such
evidence  as the Board may deem  necessary  to  establish  the  validity  of the
transfer and the  acceptance by the  transferee or  transferees of the terms and
conditions hereof.

      (e) No Rights as Shareholder.  No Eligible  Director shall have any rights
as a shareholder with respect to shares covered by an option until the option is
exercised by written notice and  accompanied by payment as provided in paragraph
5(c) above.

      (f)  Changes in Capital  Structure.  If the  outstanding  shares of Common
Stock or other securities of the Company,  or both, for which the option is then
exercisable  shall at any time be changed or exchanged by declaration of a stock
dividend, stock split, or combination of shares, then (i) the number and kind of
shares of Common Stock or other  securities which are subject to this Plan, (ii)
the number and kind of shares of Common Stock or other securities which shall be
subject to any Initial  Option or  Subsequent  Option,  and the total  number of
shares  granted  after  such  event,  and (iii) the number and kind of shares of
Common Stock or other  securities  which are subject to any options  theretofore
granted,  and the exercise prices thereof,  shall be appropriately and equitably
adjusted  so  as to  maintain  the  proportionate  number  of  shares  or  other
securities without changing the aggregate exercise price.

      SECTION 6.  Corporate Transactions.

     (a) The  existence  of  outstanding  options  granted  hereunder  shall not
affect in any way the right or power of the Company or its  shareholders 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  options  granted  hereunder 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 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

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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 options,  without regard to the installment  provisions set forth in
the 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
options as contemplated  above,  elect (i) to reduce the purchase price for each
share of Common Stock subject to an outstanding option by an amount equal to the
fair market value,  as determined in accordance  with the  provisions of Section
5(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 option in order to reflect the economic  benefits  inuring
to the shareholders of the Company as a result of the Spin Off.

      (c) The  Board  may,  in its sole  discretion,  at the time the option  is
granted or by amendment of the option thereafter, provide that an option granted
hereunder shall become fully exercisable upon a Change in Control of the Company
(as defined in the next sentence). A "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 Item 1 or Form 8-K (or any successor  item of Form 8-K or any similar item of
any other  reports  required  to be filed by the  Company  under the  Securities
Exchange Act of 1934, as amended ("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.

      SECTION 7.  Amendments or  Termination.  Except as set forth  herein,  the
Board in its  discretion  may terminate the Plan at any time with respect to any
shares for which options have not theretofore been granted.  Except as set forth
herein,  the Board  shall  have the right to alter or amend the Plan or any part
thereof from time to time. Neither a termination of the Plan nor a change in any
options  theretofore  granted  may be made which  would  impair the rights of an
Eligible  Director  holding  such option  without  the  consent of the  Eligible
Director.  The Board may not,  without approval of the  shareholders,  amend the
Plan:

      (a) to  increase  the  maximum  number  of  shares  which may be issued on
exercise or  surrender of an option,  except as provided in  paragraph  5(f) and
Section 6;

      (b) to change the class of persons eligible to receive options;

      (c) to extend the maximum period during which options may be granted under
the Plan;

      (d)  to extend the expiration date of the Plan; or

      (e) to  decrease  to any extent the price at which  options may be granted
under the Plan, except as provided in paragraph 5(f) and Section 6.

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      SECTION 8.  Compliance  With Other Laws and  Regulations.  This Plan,  the
grant and exercise of options  thereunder,  and the obligation of the Company to
sell and deliver  shares under such 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 9.  Purchase  for  Investment.  Unless the  options  and shares of
Common Stock covered by 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 an option under this Plan may be required by
the Company to give a  representation  in writing  that such person is acquiring
such shares for his or her own account for investment and not with a view to, or
for sale in connection with, the distribution of any part thereof.

      SECTION 10.  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 options granted under this Plan.

      (b) Any Eligible Director may pay all or any portion of the taxes required
to be  withheld by the Company or paid by the  Eligible  Director in  connection
with the exercise of an 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 paragraph 5(b), equal
to the amount  required to be withheld or paid.  An Eligible  Director must make
the  foregoing  election  on or  before  the date  that the  amount of tax to be
withheld  is  determined.  All such  elections  are  irrevocable  and subject to
disapproval by the Board.

     SECTION  11.  Liability  of  Company  for  Non-Issuance  of Shares  and Tax
Consequences.  The Company shall not be liable to an Eligible  Director or other
persons as to:

      (a) The  non-issuance  or sale of shares as to which the  Company has been
unable to obtain from any  regulatory  body having  jurisdiction  the  authority
deemed by the Company's  counsel to be necessary to the lawful issuance and sale
of any shares hereunder; and

      (b) Any  tax  consequence  expected,  but not  realized,  by any  Eligible
Director or other person due to the exercise of any option granted hereunder.

      SECTION  12.  Effectiveness  and  Expiration of Plan.  The  Plan  shall be
effective  on the date of its  approval  and  adoption  by the Board  subject to
approval of the shareholders of the Company.  All Initial Options and Subsequent
Options  granted to any Eligible  Director prior to shareholder  approval of the
Plan shall be expressly  subject to such approval.  If the  shareholders  of the
Company  fail to approve  the Plan  within  twelve  months of the date the Board
approved the Plan, the Plan shall terminate and all options  previously  granted
under the Plan shall  become  void and of no effect.  The Plan shall  expire ten
years after the date the Board  approves the Plan and thereafter no option shall

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be granted  pursuant to the Plan;  provided,  however,  that the Plan provisions
shall remain in effect with respect to all options  granted under the Plan until
such options are satisfied or expire.

      SECTION 13.  Non-Exclusivity of this 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 options  otherwise  than
under this Plan, and such  arrangements  may be either  generally  applicable or
applicable only in specific cases.

     SECTION 14. 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,  Howell  Corporation has caused this document to be duly
executed in its name and behalf by its proper officer  thereunto duly authorized
as of the date of the adoption of the Plan by the Board, being March 16,1999.

                                     HOWELL CORPORATION


                               By:      /s/ ROBERT T. MOFFETT
                               ------------------------------
                                     Robert T. Moffett
                                      Vice President

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