UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                           Washington, D. C. 20549

                            _______________________


                                  FORM 10-Q


             [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

              For the quarterly period ended September 30, 1997

                                      OR

            [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934


                        Commission File Number 1-8704

                              HOWELL CORPORATION
            (Exact name of registrant as specified in its charter)


           Delaware                                   74-1223027
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
incorporation or organization)


1111 Fannin, Suite 1500, Houston, Texas                  77002
(Address of principal executive offices)              (Zip Code)


                                (713) 658-4000
             (Registrant's telephone number, including area code)


Indicate  by check  mark  whether  the  registrant  (1) has filed all  reports
required to be filed by Section 13 or 15(d) of the Securities  Exchange Act of
1934  during the  preceding  12 months (or for such  shorter  period  that the
registrant  was  required to file such  reports),  and (2) has been subject to
such filing requirements for the past 90 days.

                            Yes    X    No 
                                -------    ------       

Indicate the number of shares  outstanding on each of the issuer's  classes of
common stock, as of the latest practicable date.

             Class                          Outstanding at October 31, 1997
_________________________________         ____________________________________
 Common Stock, $1.00 par value                         5,464,642

================================================================================
                        This report contains 16 pages




                     HOWELL CORPORATION AND SUBSIDIARIES

                                  Form 10-Q

                                    INDEX


<TABLE>
<CAPTION>

                                                                                          Page No.
                                                                                          ________
<S>       <C>                                                                                <C>

Part  I. Financial Information

Item 1.  Consolidated Statements of Earnings --
           Three and nine months ended September 30, 1997 and 1996 (unaudited).........      3
         Consolidated Balance Sheets --
           September 30, 1997 (unaudited) and December 31, 1996........................      4

         Consolidated Statements of Cash Flows --
           Nine months ended September 30, 1997 and 1996 (unaudited)...................      5

         Notes to Consolidated Financial Statements....................................      6

Item 2.  Management's Discussion and Analysis of Financial Condition
           and Results of Operations...................................................     10


Part II. Other Information

Item 6.  Exhibits and Reports on Form 8-K..............................................     14

</TABLE>



                        PART I. FINANCIAL INFORMATION
                                   (ITEM 1)

<TABLE>
<CAPTION>
========================================================================================================

CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)
Howell Corporation and Subsidiaries

--------------------------------------------------------------------------------------------------------

                                                          Three Months Ended        Nine Months Ended
                                                             September 30,            September 30,
                                                            1997       1996          1997       1996

                                                                     (In thousands, except
                                                                       per share amounts) 
<S>                                                    <C>          <C>         <C>           <C>

Revenues ...........................................   $   7,522    $ 201,222    $  24,493    $ 533,734
                                                       ---------    ---------    ---------    ---------
Cost and expenses:
   Products including operating expenses ...........       5,816      194,734       17,359      514,043
   Selling, general and administrative expenses ....       1,192        2,412        3,656        7,364
                                                       ---------    ---------    ---------    ---------
                                                           7,008      197,146       21,015      521,407
                                                       ---------    ---------    ---------    ---------
Other income (expense):
   Interest expense ................................        (210)      (1,716)      (1,064)      (5,323)
   Interest income .................................          24           34           75           73
   Net earnings of investees .......................         229         --            736         --
   Other-net .......................................         301           (1)         128            1
                                                       ---------    ---------    ---------    ---------
                                                             344       (1,683)        (125)      (5,249)
                                                       ---------    ---------    ---------    ---------

Earnings before income taxes .......................         858        2,393        3,353        7,078
Provision for income taxes .........................         150          887        1,062        2,573
                                                       ---------    ---------    ---------    ---------
Net earnings from continuing operations.............         708        1,506        2,291        4,505
                                                       ---------    ---------    ---------    ---------

Discontinued operations:
  Net earnings (loss) from Howell Hydrocarbons
   (less applicable income taxes of $70 and $129
   for the three months ended September 30, 1997
   and 1996, respectively; and $379 and $42 for
   the nine months ended September 30, 1997 and
   1996, respectively.) ............................          54          184          512          (71)

  Gain on sale of Howell Hydrocarbons (less
   applicable income taxes of $126 for the three and
   nine months ended September 30,1997) ............         245            0          245            0
                                                       ---------    ---------    ---------    ---------

Net earnings from discontinued operations ..........         299          184          757          (71)
                                                       ---------    ---------    ---------    ---------

Net earnings .......................................   $   1,007    $   1,690    $   3,048    $   4,434
                                                       =========    =========    =========    =========

Weighted average shares outstanding (primary) ......       5,394        5,041        5,222        5,036
                                                       =========    =========    =========    =========

Primary earnings (loss) per common share:
   Continuing operations ...........................   $    0.02    $    0.18    $    0.09    $    0.53
   Discontinued operations .........................        0.01         0.04         0.10        (0.01)
   Gain on sale of Howell Hydrocarbons .............        0.05         0.00         0.05         0.00
                                                       ---------    ---------    ---------    ---------
   Net earnings per common share (primary) .........   $    0.08    $    0.22    $    0.24    $    0.52
                                                       =========    =========    =========    =========
Cash dividends per common share ....................   $    0.04    $    0.04    $    0.16    $    0.16
                                                       =========    =========    =========    =========
</TABLE>

See accompanying Notes to Consolidated Financial Statements.


<TABLE>
<CAPTION>

=====================================================================================================

CONSOLIDATED BALANCE SHEETS
Howell Corporation and Subsidiaries

-----------------------------------------------------------------------------------------------------

                                                                          September 30,  December 31,
                                                                              1997          1996
                                                                          (Unaudited)
-----------------------------------------------------------------------------------------------------
                                                                                (In thousands)

                       Assets
<S>                                                                         <C>          <C> 

Current assets:
   Cash and cash equivalents ..........................................   $      52    $   3,253
   Trade accounts receivable, less allowance for doubtful accounts of
     $141,000 in 1997 and $251,000 in 1996 ............................       4,018        5,472
   Inventories ........................................................          50           38
   Other current assets ...............................................         554        1,185
                                                                          ---------    ---------
    Total current assets ..............................................       4,674        9,948
                                                                          ---------    ---------

Property, plant and equipment:
   Oil and gas properties, utilizing the full-cost method of accounting     287,624      280,766
   Fee mineral properties, unproven ...................................      18,184       18,180
   Other ..............................................................       2,665        2,601
   Less accumulated depreciation, depletion and amortization ..........    (204,871)    (198,052)
                                                                          ---------    ---------
     Net property and equipment .......................................     103,602      103,495
                                                                          ---------    ---------
Investment in investees ...............................................      18,602       21,802
Property to be disposed of ............................................        --         19,772
Other assets ..........................................................       2,335        2,180
                                                                          =========    =========
    Total assets ......................................................   $ 129,213    $ 157,197
                                                                          =========    =========

        Liabilities and Shareholders' Equity

Current liabilities:
   Current portion of long-term debt ..................................   $    --      $   5,868
   Accounts payable ...................................................       2,740        3,928
   Accrued liabilities ................................................       6,832       10,071
   Income tax payable .................................................       1,383        2,340
                                                                          ---------    ---------
    Total current liabilities .........................................      10,955       22,207
                                                                          ---------    ---------
Deferred income taxes .................................................      21,950       23,850
                                                                          ---------    ---------
Other liabilities .....................................................         352          511
                                                                          ---------    ---------
Long-term debt ........................................................       3,500       20,581
                                                                          ---------    ---------
Shareholders' equity:
   Preferred stock, $1 par value; 690,000 shares issued and
     outstanding in 1997 and 1996, liquidation value of $34,500,000 ...         690          690
   Common stock, $1 par value; 5,112,004 issued and outstanding
     in 1997; 4,947,196 issued and outstanding in 1996  ...............       5,112        4,947
   Additional paid-in capital .........................................      36,141       34,532
   Retained earnings ..................................................      50,513       49,879
                                                                          ---------    ---------
    Total shareholders' equity ........................................      92,456       90,048
                                                                          ---------    ---------
    Total liabilities and shareholders' equity ........................   $ 129,213    $ 157,197
                                                                          =========    =========
</TABLE>

See accompanying Notes to Consolidated Financial Statements.




<TABLE>
<CAPTION>

==========================================================================================================

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Howell Corporation and Subsidiaries

----------------------------------------------------------------------------------------------------------
                                                                           Nine Months Ended September 30,
                                                                                   1997        1996
----------------------------------------------------------------------------------------------------------
                                                                                    (In thousands)
<S>                                                                                  <C>         <C>   

OPERATING ACTIVITIES:
Net earnings ................................................................   $  2,291    $  4,505
Adjustments for noncash items:
   Depreciation, depletion and amortization .................................      6,773      10,834
   Investees earnings .......................................................       (736)       --
   Investee dividends .......................................................         94        --
   Deferred income taxes ....................................................     (1,900)        688
   Gain on sales of assets ..................................................       (139)        (80)
                                                                                --------    --------
Earnings from continuing operations plus noncash operating items ............      6,383      15,947

Changes in components of working capital from operations:
   Decrease (increase) in trade accounts receivable .........................      1,454     (12,479)
   Increase in inventories ..................................................        (12)     (1,042)
   Decrease in other current assets .........................................        631         155
   (Decrease) increase in accounts payable ..................................     (1,188)     10,407
   (Decrease) increase in accrued and other liabilities .....................     (4,355)      1,988
                                                                                --------    --------
Cash provided by continuing activities ......................................      2,913      14,976
Cash provided by discontinued operations ....................................      1,250       1,244
                                                                                --------    --------
Cash provided by operating activities .......................................      4,163      16,220
                                                                                --------    --------

INVESTING ACTIVITIES:
Proceeds from the disposition of discontinued operations and other property .     20,049         995
Additions to property, plant and equipment ..................................     (7,515)     (8,224)
Other, net ..................................................................        237        (183)
                                                                                --------    --------
Cash provided by (utilized in) investing activities .........................     12,771      (7,412)
                                                                                --------    --------

FINANCING ACTIVITIES:
Long-term debt:
   Net (repayment) borrowing of revolving bank credit agreement-HPC .........    (17,081)        450
   Net (repayment) of term loan agreement-HCO ...............................       --        (6,518)
   Net (repayment) of other long-term borrowings ............................     (2,418)        (38)
Issuance of common stock ....................................................      1,774          70
Cash paid for dividends .....................................................     (2,414)     (2,404)
                                                                                --------    --------
Cash utilized in financing activities .......................................    (20,139)     (8,440)
                                                                                --------    --------

NET (DECREASE) INCREASE  IN CASH BALANCE ....................................   $ (3,205)   $    368
                                                                                ========    ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Net cash paid for:

Interest ....................................................................   $    478    $  5,375
                                                                                ========    ========

Income taxes ................................................................   $  3,055    $  1,891
                                                                                ========    ========
</TABLE>

See accompanying Notes to Consolidated Financial Statements




================================================================================

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Howell Corporation and Subsidiaries
September 30, 1997 and 1996

--------------------------------------------------------------------------------

Note 1 - Basis of Financial Statement Preparation

The consolidated  financial  statements  included herein have been prepared by
Howell  Corporation (the "Company")  without audit,  pursuant to the rules and
regulations of the Securities and Exchange  Commission and in accordance  with
generally accepted accounting  principles.  In the opinion of management,  all
adjustments  (all of which are normal and recurring)  have been made which are
necessary for a fair  statement of the results of operations for the three and
nine months ended September 30, 1997 and 1996.  These  consolidated  financial
statements  should be read in  conjunction  with the financial  statements and
notes thereto included in the Company's latest Form 10-K.

Note 2 - Financial Instruments and Hedging Activities

In order to mitigate  the effects of future  price  fluctuations,  the Company
used a limited  program of hedging its crude oil production  through  February
1997.  Crude  oil  futures  and  options  contracts  are  used as the  hedging
tools.  Changes in the market value of the futures  transactions  are deferred
until the gain or loss is recognized on the hedged transactions.
 
In 1995,  the Company  purchased a put option and sold a call option  covering
3,300  barrels  per day of oil  production  for an 18 month  period  beginning
March 1, 1995.  The option  strike  prices were based on the average  price of
crude oil on the  organized  exchange,  with  monthly  settlement.  The strike
prices  were $17 per barrel for the put option and $20 per barrel for the call
option.  The premiums for the options were  amortized  over the option period.
Upon  expiration of the 18-month  option period,  the Company  purchased a put
option and sold a call option covering  100,000 barrels of oil per month for a
six-month  period ended  February 28, 1997.  The strike prices were $16.50 per
barrel for the put option  and  $21.10 per barrel for the call  option.  There
was no premium associated with these options.

In 1997,  the monthly  average  price of crude oil on the  organized  exchange
exceeded the strike  price for the call option  during  January and  February,
the final two months of the options.  The payments  required in 1997 under the
call  option  totaled  $0.5  million  and  were  recorded  as a  reduction  of
revenue.  During  1996,  the  monthly  average  price  of  crude  oil  on  the
organized  exchange  exceeded  the strike  price for the call option in March,
April, May, June, July, August,  and September.  The payments required for the
first  nine  months of 1996  under the call  options  and  premiums  amortized
totaled  $1.5  million  and were  recorded  as a  reduction  of  revenue.  The
payments required for the third quarter 1996 were $0.7 million.

Note 3 - Earnings (Loss) Per Share

Earnings  (loss) per common share has been  computed by dividing net earnings,
after reduction for preferred stock dividends,  by the weighted average number
of common  shares  outstanding.  Shares  issuable  in  connection  with  stock
options  are  included  in the per share  computations  since  their  dilutive
effect is greater than 3%.  Earnings per share  assuming  full  dilution  does
not result in a difference  from earnings per share assuming no dilution.  The
common shares issuable upon conversion of the convertible  preferred stock are
anti-dilutive.  The common shares  issuable in  connection  with stock options
result in a dilutive  effect of more than 3% and as a result primary  earnings
per share are disclosed.

In February 1997, the Financial  Accounting  Standards Board issued  Statement
of Financial  Accounting  Standards No. 128 ("SFAS 128") "Earnings per Share".
SFAS 128  establishes  standards  for computing  and  presenting  earnings per
share  (EPS) and  applies to  entities  with  publicly  held  common  stock or
potential   common  stock.   This  statement   simplifies  the  standards  for
computing EPS previously found in Accounting  Principles Board ("APB") Opinion
No. 15, "Earnings per Share",  and makes them comparable to international  EPS
standards.  This  statement is effective for financial  statements  issued for
periods ending after December 15, 1997,  including  interim  periods;  earlier
application  is not  permitted.  This  statement  requires  restatement of all
prior-period  EPS data presented.  Considering the guidelines as prescribed by
SFAS 128;  management  believes that the adoption of this  statement  will not
have a  material  effect  on EPS thus pro  forma  EPS,  as  suggested  for all
interim and annual periods prior to required adoption, have been omitted.

Note 4 - Income Taxes

The  effective  tax rate from  Continuing  Operations  was 32% and 36% for the
first nine months of 1997 and 1996, respectively.

Note 5 - Litigation and Contingent Liabilities


   Donna  Refinery  Partners,  Ltd.  v.  Howell  Crude Oil  Company and Howell
Corporation;  Texas District Court;  No.  89-033634.  In December 1993, a jury
verdict  of  $1.9  million  was  rendered   against  the  Company   which  was
subsequently  reduced  by the judge to  approximately  $675,000.  The  Company
believes  the  judgment  is in error.  The  Company  filed a motion  for a new
trial that was denied,  so the Company  appealed the  decision.  The plaintiff
has filed an appeal to  increase  the  recovery by $1.25  million.  On June 6,
1996,  the  Fourteenth  Court of Appeals  affirmed  the  judgment of the lower
court.  The  Company's  appeal  of this case to the  Texas  Supreme  Court was
denied on July 31, 1997.  On August 18, 1997,  the Company  filed a motion for
rehearing.  The Company does not believe that the ultimate  resolution of this
matter  will  have a  materially  adverse  effect on the  financial  position,
results of operations or cash flows of the Company.

   On July 11, 1995 the Company  received a demand letter from several working
interest  owners in the North  Frisco  City  Field and in the North Rome Field
indicating  the  Company  had not paid  according  to the  terms of a "call on
production."  The Company  was granted a call on a portion of this  production
but  has  never  exercised  the  call.  Accordingly,  the  Company  has  filed
petitions  for  declaratory  judgment  to that effect in cases  styled  Howell
Petroleum Corporation,  et al, vs. Shore Oil Company, et al, District Court of
Harris County, Texas; No. 95-037480 and Howell Petroleum  Corporation,  et al,
vs.  Tenexco,  Inc.,  et al,  District  Court of  Harris  County,  Texas;  No.
95-037970.  The  defendants  in this  action have  counterclaimed  against the
Company.  These  claims are similar in nature to the  Alabama and  Mississippi
royalty  litigation.  One of the defendants,  John  Faulkinberry,  has filed a
counterclaim  against  the  Company  seeking  actual  damages of  $75,000  and
punitive  damages  of  $100,000,000.  Effective  July 14,  1997,  the  Company
settled  with John  Faulkinberry  as well as several  other  working  interest
owners.  The terms of the  settlement are  confidential,  but the amounts paid
in settlement were not material to the Company's financial condition,  results
of operations or cash flows.  The case (as to the remaining  interest  owners)
is currently set for trial on February 16, 1998.

   Related to this matter,  several royalty owners have filed lawsuits against
the Company in Alabama and Mississippi  concerning pricing in the North Frisco
City Field.  The lawsuits  allege the Company  violated its contracts with the
plaintiffs by not paying the plaintiffs  ". . . the  highest  available  price
for  oil."  Damages  claimed  by the  plaintiffs  include  approximately  $3.8
million and are based on numerous damage theories  including,  but not limited
to,  allegations  of breach of contract and fraud.  The  complaints  also seek
unspecified  punitive  damages  in  the  Alabama  lawsuits  and  $7.0  million
punitive  damages  in the  Mississippi  lawsuit.  The  Company  filed  answers
denying  all  charges.   The  Company  does  not  believe  that  the  ultimate
resolution  of these  matters  will have a  materially  adverse  effect on the
financial  position,  results of operations  or cash flows of the Company.  On
July 28, 1997, the Company settled the Mississippi  lawsuit.  The terms of the
settlement  are  confidential,  but the amounts  paid in  settlement  were not
material to the Company's financial  condition,  results of operations or cash
flows.

There are various  other  lawsuits  and claims  against the  Company,  none of
which, in the opinion of management,  will have a materially adverse effect on
the Company.

Note 6 - Dispositions

On July 31, 1997 Howell  Hydrocarbons  & Chemicals,  Inc.  (the  "Seller"),  a
wholly-owned  subsidiary of the Company,  completed the  previously  announced
sale and  disposition of  substantially  all of the assets of its research and
reference fuels and custom chemical  manufacturing business to Specified Fuels
& Chemicals, L. L. C. ("Buyer").

The assets purchased by Buyer included the fee property in Channelview,  Texas
on which Seller's  refinery was located,  all refining  facilities  located on
the fee  property  and all  related  personal  property,  all  inventories  of
finished products,  work in process, raw materials and supplies related to the
business,  substantially  all of the accounts  receivable on the closing date,
all transferable  intellectual property used primarily in the business and all
of  Seller's  rights  under  various  contracts  and  leases  related  to  the
business.  In connection  with the  transaction,  (a) Buyer received a license
to use the name  "Howell  Hydrocarbons  &  Chemicals"  for a five year  period
after closing and assumed certain  obligations of Seller and the Company,  and
(b) the Company agreed not to engage  (directly or through  affiliates) in any
competing business for a five year period after the closing.

In consideration of the assets sold to Buyer,  Seller and the Company received
a payment of $19.8  million in cash,  which  included  $14.8  million  for the
property,  plant,  equipment and related items, and $5.0 million in payment of
working  capital  items.  Seller is entitled to receive an additional  payment
equal to 55% of the  amount  by which  Buyer's  "EBITDA"  (as  defined  in the
agreement)  for each twelve month period  ending June 30,  1998,  1999,  2000,
2001 and 2002  exceeds the  "Minimum  EBITDA"  (as defined in the  agreement).
The Minimum  EBITDA  amounts for those years are $5 million,  $5.175  million,
$5.35  million,  $5.525  million  and  $5.7  million,  respectively.  Buyer is
entitled to repurchase  Seller's  rights to these  additional  payments at any
time after June 30, 1998  generally by paying to Seller an amount equal to the
greater of (a) the product  obtained by multiplying  the EBITDA payment amount
for the  immediately  preceding  twelve  month  period by the number of twelve
month periods  remaining,  or (b) an amount fixed by the  agreement,  which is
initially  set at $5.7  million  if the  repurchase  occurs  during the twelve
month  period  ending on June 30,  1999,  and which  declines  for each twelve
month period  thereafter to $1.2 million if the  repurchase  occurs during the
twelve month period ending June 30, 2002.

The sale  resulted in a pre-tax  gain of $0.4  million and the proceeds of the
sale were used by the Company to reduce its outstanding  indebtedness.  The
sale completes the  divestiture  by the Company of all of its  non-exploration
and  production  businesses.  In  connection  with the sale,  the  Company has
given and  received  environmental  and other  indemnities.  Should  claims be
made  against the Company  based on these  indemnities,  the company  could be
required to perform its obligations thereunder.

The results of the technical fuels and chemical  processing business have been
classified  as   discontinued   operations  in  the   accompanying   financial
statements.  Discontinued  operations also includes the allocation of interest
expense  (based on a ratio of net assets of  discontinued  operations to total
consolidated net assets).  Allocated amounts are as follows:

                  Three Months Ended    Nine Months Ended
                      September 30        September  30
                      1997    1996        1997     1996
                      ----    ----        ----     ----
                              (in thousands)

                       $0     $111        $112     $343
                       ===    ====        ====     ====






Note 7 - Investment In Investees

The Company owns an  approximate  9% interest in Genesis Crude Oil,  L.P., the
operating  subsidiary of Genesis Energy,  L.P.  ("Genesis"),  a master limited
partnership  traded on the New York Stock  Exchange.  The Company  also owns a
46%  interest  in  Genesis  Energy,  L.L.C.   ("General  Partner")  a  limited
liability  company which is the general  partner of Genesis.  The owner of the
remaining  54%  interest  in the  General  Partner  is Basis  Petroleum,  Inc.
("Basis"),  which,  prior to May 1, 1997,  was a wholly  owned  subsidiary  of
Salomon Inc  ("Salomon").  Salomon  recently  reported that on May 1, 1997, it
sold the stock of Basis Petroleum,  Inc. to Valero Energy Corporation.  On May
1, 1997,  Basis  informed  the  Company  that Basis  intends to  transfer  its
interest in the General  Partner  back to Salomon.  Pursuant to the  agreement
forming the General Partner,  the Company had 30 days from the date of receipt
of such notice to make an offer for Basis's  interest in the General  Partner.
The Company decided not to make an offer to purchase  Basis's  interest in the
General Partner.

Basis is party to a number of agreements with Genesis,  some of which may have
terminated in  connection  with the transfer to Valero and others which may be
terminated by Basis  pursuant to their terms.  Whether such  contracts will be
terminated  or revised by Basis and/or  Genesis in the future and the ultimate
effect on Genesis of any such  termination or revision cannot be determined at
this time, but may or may not have a material effect on Howell.

On July 29, 1997, the Board of Directors of Genesis Energy, L.L.C. cancelled the
$3.45 million  note  payable by Howell Crude Oil Company  ("HCO") to the General
Partner. The note was distributed to HCO as a non-cash transaction and, as such,
is not  reflected  in the  Consolidated  Statement of Cash Flows for the quarter
ended September 30, 1997.

Note 8 - Subsequent Events

On  October  1,  1997,  the  Company  acquired   Voyager  Energy   Corporation
("Voyager"),  an oil and gas exploration and production  company,  for 352,638
shares  of common  stock of the  Company  in a  tax-free  reorganization.  The
shares  issued by the  Corporation  in the merger  represent in the  aggregate
approximately  6.5 percent of the  Company's  common stock  outstanding  after
completion  of  the  transaction.   The  Company  assumed  approximately  $1.3
million in Voyager indebtedness as a result of the merger.

Note 9 - Comprehensive Income

In June 1997, the Financial  Accounting  Standards  Board issued  Statement of
Financial Accounting  Standards No. 130 ("SFAS 130") "Reporting  Comprehensive
Income."  SFAS  130   establishes   standards  for  reporting  and  displaying
comprehensive  income and its  components.  SFAS 130 is effective  for periods
beginning  after  December 15, 1997.  Based on the provisions of the SFAS 130,
it is  anticipated  that the Company  will not have a change in its  reporting
requirements.




                        PART I. FINANCIAL INFORMATION
                                   (ITEM 2)

         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                          AND RESULTS OF OPERATIONS

The following is a discussion of the Company's  financial  condition,  results
of operations,  capital resources and liquidity.  This discussion and analysis
should be read in conjunction  with the Consolidated  Financial  Statements of
the  Company  and the notes  thereto.  Management's  review  includes  certain
forward-looking  statements reflecting the Company's  expectations in the near
future; however, many factors which may affect the actual results,  especially
commodity  prices  and  changing   regulations,   are  difficult  to  predict.
Accordingly,  there is no assurance  that the Company's  expectations  will be
realized.

RESULTS OF OPERATIONS

The Company's  principal  business  segments are oil and gas  exploration  and
production,  crude oil marketing and transportation  (until December 1996) and
technical fuels and chemical  processing  (until June 1997). In July 1997, the
Company  sold its  technical  fuels  and  chemical  processing  business  and,
consequently,  the results of such business  shown below have been  classified
as discontinued  operations.  In December 1996, the Company sold its crude oil
marketing  and  transportation  business,  receiving  in exchange  cash and an
equity interest in a limited  partnership.  Results of the crude oil marketing
and  transportation  business are included  below in "revenues" and "operating
profit"  prior  to the  sale  and  the  earnings  attributable  to its  equity
interest  in the  limited  partnership  are  included  below in "other  income
(expense)"  subsequent  to  the  sale.  Selling,  general  and  administrative
expenses  incurred by each business segment are included in the  determination
of the operating profit (loss) for that business  segment.  General  corporate
expenses  comprise  the  balance  of  selling,   general  and   administrative
expenses.  Results of  operations  for the three  months ended and nine months
ended  September  30, 1997 and 1996 are  presented  below and discussed in the
following sections.

<TABLE>
<CAPTION>


                                                          Three Months Ended        Nine Months Ended
                                                          ------------------        -----------------
                                                             September 30,             September 30,
                                                             -------------             -------------
                                                           1997        1996          1997        1996
                                                           ----        ----          ----        ----
                                                                         (In thousands)

<S>                                                    <C>          <C>          <C>          <C>     
Revenues

Oil and gas exploration and production .............   $   7,522    $   8,318    $  24,493    $  25,388
Crude oil marketing and transportation .............           0      197,232            0      520,974
Intersegment sales .................................           0       (4,328)           0      (12,628)
                                                       =========    =========    =========    =========
Revenues from continuing operations ................   $   7,522    $ 201,222    $  24,493    $ 533,734
                                                       =========    =========    =========    =========

Earnings

Oil and gas exploration and production .............   $   1,251    $   2,348    $   5,674    $   6,661
Crude oil marketing and transportation .............           0        2,589            0        8,235
                                                       ---------    ---------    ---------    ---------
Operating profit ...................................       1,251        4,937        5,674       14,896
General corporate expenses .........................        (737)        (861)      (2,196)      (2,569)
Other income (expense) .............................         344       (1,683)        (125)      (5,249)
                                                       ---------    ---------    ---------    ---------
Earnings before income taxes .......................         858        2,393        3,353        7,078
Provision for income taxes .........................         150          887        1,062        2,573
                                                       ---------    ---------    ---------    ---------
Net earnings from continuing operations.............         708        1,506        2,291        4,505
                                                       ---------    ---------    ---------    ---------
  Net earnings (loss) from Howell Hydrocarbons
   (less applicable income taxes of $70 and $129
   for the three months ended September 30, 1997
   and 1996, respectively; and $379 and $42 for
   the nine months ended September 30, 1997 and
   1996, respectively.) ............................          54          184          512          (71)

  Gain on sale of Howell Hydrocarbons (less
   applicable income taxes of $126 for the three and
   nine months ended September 30,1997) ............         245            0          245            0
                                                       ---------    ---------    ---------    ---------
Net earnings from discontinued operations ..........         299          184          757          (71)
                                                       ---------    ---------    ---------    ---------

Net earnings .......................................   $   1,007    $   1,690    $   3,048    $   4,434
                                                       =========    =========    =========    =========
</TABLE>


--------------------------------------------------------------------------------

Continuing Operations
Oil & Gas Exploration and Production
Revenues of the oil and gas exploration and production segment for the three
months and nine months ended September 30, 1997 and 1996 were as follows:

--------------------------------------------------------------------------------

                                         Three Months Ended  Nine Months Ended
                                            September 30,      September 30,
                                            1997    1996       1997     1996
                                            ----    ----       ----     ----
                                                    (In thousands)

  Sales of oil, natural gas, and NGL's... $6,268  $6,992     $20,142  $20,953
  Sales of LaBarge other products........    413     348       1,258    1,182
  Gas marketing..........................    560     782       2,291    2,665
  Minerals leasing and other.............    281     196         802      588
                                          ------  ------     ------   -------
         Total revenues.................. $7,522  $8,318     $24,493  $25,388
                                          ======  ======     =======  =======

Production  and  sales  data  for the  three  months  and  nine  months  ended
September 30, 1997 and 1996 were as follows:

                                         Three Months Ended  Nine Months Ended
                                            September 30,      September 30,
                                            1997    1996       1997     1996
                                            ----    ----       ----     ----

   Production:
   Crude oil (bbls per day).............   2,791   3,108       2,880    3,167
   Natural gas (Mcf per day)............   8,894   8,254       8,723    9,043
   Natural gas liquids (bbls per day)...     247     212         229      216

   Sales prices:
   Crude oil (per bbl)..................  $17.12   $17.86     $17.79    $17.46
   Natural gas (per Mcf)................  $ 1.95   $ 2.00     $ 2.22    $ 2.02 
   Natural gas liquids (per bbl)........  $12.19   $12.67     $13.80    $12.21


Revenues  from the sale of crude oil and natural gas  decreased  for the three
months ended  September  30, 1997 due primarily to a 10% decrease in the crude
oil  average  daily  production  and a general  decrease  in the crude oil and
natural gas average  sales price.  These effects were  partially  offset by an
8% increase in the average daily natural gas production.

For the nine months  ended  September  30,  1997,  revenues  from the sales of
crude oil and  natural  gas  decreased  $0.8  million  due  primarily  to a 9%
decrease in average  daily crude oil  production  and a 4% decrease in average
daily  natural gas  production.  The  decrease was  partially  offset by a 10%
increase in average  natural gas prices and a 13% increase in average  natural
gas liquid prices during the nine month period ended September 30, 1997.

The  Company's  average  sales  price of its crude oil  production  during the
third quarter of 1996 and the nine months ending  September 30, 1997 and 1996,
was  reduced by the  effects of the put and call  options  the  Company had in
place.  The strike  price of the call option was exceeded  during  January and
February 1997; and March,  April, May, June, July, August, and September 1996,
resulting  in a reduction  of revenues of $0.7  million for the third  quarter
1996 and a  reduction  of revenues  of $0.5  million and $1.5  million for the
nine  months  ended  September  30, 1997 and 1996,  respectively.  Without the
effects of the options,  the average  sales price of the  Company's  crude oil
production  for the third quarter 1996 would have been $20.21 and for the nine
months ended  September 30, 1997 and 1996,  would have been $18.44 and $19.19,
respectively.  See Note 2 of Notes to Consolidated Financial Statements.

Operating profit of the oil and gas exploration and production  segment in the
third  quarter of 1997 was $1.3  million,  a decrease of $1.0 million from the
third  quarter  of 1996.  The  decrease  can be  attributed  primarily  to the
reduced  revenues  discussed above.  Also  contributing to the decrease was an
increase  of  workover  expense  of $0.6  million  during the  current  period
primarily  due to  non-recurring  Main  Pass  workovers.  Increased  operating
expenses  were  offset by reduced  depreciation,  depletion  and  amortization
expenses.

Operating  profit of the oil and gas  exploration  and production  segment for
the nine months ended September 30, 1997 was $5.7 million,  a decrease of $1.0
million from 1996.  The decrease can be attributed  primarily to the reduction
in revenues  discussed  above. The decrease was also a result of non-recurring
workover  expense.  The  decrease  was  partially  offset  by  a  decrease  in
depreciation, depletion and amortization expense.

General Corporate Expense
General  Corporate Expense decreased 14% and 15% for the three months and nine
months  ended  September  30, 1997 and 1996,  respectively.  The  decrease was
primarily  due to a reduction  in salaries  and  benefits as a result of a 24%
decrease in the corporate staffing level.

Other Income (Expense)
Interest  expense for the three  months and nine months  ended  September  30,
1997 decreased $1.5 million and $4.3 million,  respectively,  when compared to
the same periods in 1996.  The  decreases are  primarily  attributable  to the
repayment of the Term loan agreement that was collateralized  primarily by the
Company's  pipeline  assets.  The loan was repaid with the  proceeds  from the
sale and  conveyance of the crude oil gathering and marketing  operations  and
pipeline  operations  of Howell  Corporation  to Genesis  Crude Oil,  L.P. See
Notes 5 and 6 of the Company's 1996 Annual Report on Form 10-K.

Income Taxes
The  effective  tax was 17% and 37% for the three months ended  September  30,
1997 and 1996,  respectively.  The percentage  depletion deduction resulted in
a lower 1997  effective  tax rate.  The effective tax rate was 32% and 36% for
the nine months ended September 30, 1997 and 1996, respectively.

Discontinued Operations
The technical  fuels and chemical  processing  business  reported  earnings of
$0.1  million  and $0.5  million for the three  months and nine  months  ended
September 30, 1997,  respectively.  Upon  disposition  of the business,  a net
gain on the sale of the  Hydrocarbon  assets of $0.2  million  was  recognized
during  the three and nine  months  ended  September  30,  1997.  Discontinued
operations also includes the allocation of interest  expense (based on a ratio
of net assets of discontinued  operations to total  consolidated  net assets).
Allocated amounts are as follows:

                    Three Months Ended    Nine Months Ended
                       September 30,         September 30,
                      1997      1996        1997      1996
                      ----      ----        ----      ----
                                 (in thousands)

                       $0       $111        $112      $343
                       ===      ====        ====      ====

 See Note 6 of Notes to Consolidated Financial Statements.



LIQUIDITY AND CAPITAL RESOURCES
The Company  generated  cash flow from  operating  activities of $4.2 million,
proceeds from the  disposition of property and other  investing  activities of
$20.0  million,  and from the issuance of common stock of $1.8 million  during
the nine months  ended  September  30, 1997.  During this period,  the Company
utilized  this cash flow and $3.2  million of the cash on hand at December 31,
1996 to  reduce  long term  debt of $19.5  million,  invest  $7.5  million  in
additions  to  property,  plant and  equipment,  to pay $2.4  million  of cash
dividends to common and preferred shareholders.



The Company sold the assets of its  technical  fuels and  chemical  processing
business  to  Specified  Fuels &  Chemicals,  L.L.C.  on July  31,  1997.  The
proceeds  from the sale were  $19.8  million in cash which were used to retire
debt.  The Company may also  receive  additional  consideration  each year for
the  next  five  years  based  upon  the  performance  of  the  business.   In
connection  with the sale,  the Company has given and  received  environmental
and other  indemnities.  Should  claims be made  against the Company  based on
these  indemnities,  the company could be required to perform its  obligations
thereunder.

The Company  elected to reduce its Borrowing  Base to $30 million as of May 1,
1997 pursuant to the credit  agreement  between Howell  Petroleum  Corporation
and Bank One,  Texas,  N.A.  This  reduction  will allow the Company to reduce
its commitment fee cost.

On  October  1,  1997,  the  Company  acquired   Voyager  Energy   Corporation
("Voyager"),  an oil and gas exploration and production  company,  for 352,638
shares  of common  stock of the  Company  in a  tax-free  reorganization.  The
shares  issued by the  Corporation  in the merger  represent in the  aggregate
approximately  6.5 percent of the  Company's  common stock  outstanding  after
completion  of  the  transaction.   The  Company  assumed  approximately  $1.3
million in Voyager indebtedness as a result of the merger.



                          PART II. OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K.

      (a) Exhibits

          10.1 Howell Corporation 1997 Nonqualified Stock Option Plan 
              incorporated herein by reference to the Company's Form S-8
              Registration Statement, registration No. 333-29089, filed 
              June 12, 1997.

          11  Computation of Earnings per Share

      (b) Reports on Form 8-K
          A report on Form 8-K was filed on May 14, 1997 announcing:
          1) The  retirement  of Paul N. Howell from Howell  Corporation
             as  its  Chief   Executive   Officer  and   President.   The
             resignation  of Ronald E.  Hall of the  Chairmanship  of the
             Corporation's  Board  of  Directors.   However,   both  will
             remain as members of the Board of  Directors.  The  election
             of  Donald  W.  Clayton  to  serve  as  Chairman  and  Chief
             Executive  Officer of the  Corporation and Richard K. Hebert
             to serve as  President  and Chief  Operating  Officer of the
             Corporation.
          2) Adoption of the Howell  Corporation 1997 Nonqualified Stock
             Option Plan.
          3) Form  of  option  for use  under  Howell  Corporation  1997
             Nonqualified Stock Option Plan.
          4) Form  of  indemnity  agreement  entered  into  between  the
             Corporation  and  each  of  Messrs.   Clayton,   Hebert  and
             Brewster.
          5) Letter of intent  dated May 14, 1997 by and between  Howell
             Corporation and Voyager Energy  Corporation for the proposed
             acquisition   of  Voyager   Energy   Corporation  by  Howell
             Corporation.

          A report on Form 8-K was filed on August  11,  1997  announcing
          the sale of Howell  Corporation's  Technical Fuels and Chemical
          Processing  business  segment to  Specified  Fuels & Chemicals,
          L.L.C. effective July 31, 1997.


                                   SIGNATURE

Pursuant to the  requirements  of the  Securities  Exchange  Act of 1934,  the
Registrant  has duly  caused  this  report to be  signed on its  behalf by the
undersigned thereunto duly authorized.



                                    Howell Corporation
                                    (Registrant)



Date:  November 14, 1997            /s/  J. Richard Lisenby
                                    -----------------------               
                                    J. Richard Lisenby
                                    Vice President & Chief Financial Officer
                                    (Principal Financial and Accounting Officer)