SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549





                                   FORM 8-K



                                CURRENT REPORT

                    Pursuant to Section 13 or 15(d) of the
                      Securities and Exchange Commission



               Date of Report (Date of earliest event reported)
                               December 18, 1997


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



        DELAWARE                    1-8704                   74-1223027
     (State or other             (Commission                 (IRS Employer
     jurisdiction of             File Number)                Identification No.)
     incorporation)


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



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


<PAGE>
                                      
Item 2.     Acquisition or Disposition of Assets.

      On December 18, 1997,  Howell  Petroleum  Corporation  (the "Buyer"),  a
wholly owned subsidiary of Howell  Corporation (the "Company"),  completed the
acquisition of a group of producing oil and natural gas properties  located in
Wyoming,  Montana,  Colorado  and North Dakota from Amoco  Production  Company
("Amoco") for approximately  $115.4 million in cash (the  "Acquisition").  The
effective date of the Acquisition was December 1, 1997.

      The  properties  acquired in the  Acquisition  consist of  interests  in
2,324 gross oil and  natural gas wells  covering  approximately  26,000  gross
acres.  The Company  estimates that total net proved reserves  attributable to
the acquired  interests as of December 1, 1997 were approximately 34.2 million
barrels of oil and natural gas liquids and 25.9 billion  cubic feet of natural
gas, or a total of  approximately  38.5 million barrels of oil equivalent.  As
of December 1, 1997,  daily net  production  from the acquired  properties was
approximately  7,650  barrels of oil and  natural  gas  liquids  and 4 million
cubic feet of natural gas.

      The Acquisition was consummated  pursuant to the terms of a Purchase and
Sale Agreement  dated  November 20,  1997 (the "Purchase  Agreement")  between
Amoco and the Buyer. Under the terms of the Purchase  Agreement,  the purchase
price is subject to certain customary post-closing  adjustments.  The Purchase
Agreement  also  provides for  adjustment  of the purchase  price for material
title  defects  raised  by the  Buyer  within 90 days  after  closing  and for
environmental  or physical  conditions  that are in violation of law raised by
the Buyer  within  270 days  after  closing  if the cost to cure the defect or
condition  exceeds  $75,000  and the cost to cure  all  title  defects  or all
environmental  or physical  conditions  exceeds  three percent of the purchase
price in the aggregate.

      Under the terms of the  Purchase  Agreement,  Amoco will  indemnify  the
Buyer for non-environmental  third party claims relating to the period of time
prior to closing that are identified  within  eighteen months after closing if
the claims  exceed  three  percent  of the  purchase  price in the  aggregate.
Amoco also will  indemnify  the Buyer for  environmental  third  party  claims
relating  to the period of time prior to closing  that are  identified  within
twelve  months  after  closing  if the  claims  exceed  three  percent  of the
purchase  price in the aggregate but in no event to exceed 50% of the purchase
price.  The Buyer is obligated  to indemnify  Amoco for all third party claims
other  than  those  for  which  Amoco is  obligated  to  indemnify  the  Buyer
regardless  of whether the claims  relate to periods of time prior to or after
the closing.  The  obligations  of the Buyer under the Purchase  Agreement are
guaranteed by the Company.

      Under the terms of the Purchase  Agreement,  Amoco has a call on certain
oil production  from the  properties  acquired in the  Acquisition.  Beginning
March 1, 1998,  for a fifteen year period Amoco has a call, if  exercised,  on
4,000  barrels  per day of sweet  crude oil  production  net to the  Company's
interest  from the  acquired  Salt Creek field at a price per barrel  equal to
the average of three postings  chosen by the Buyer from an approved group plus
$1.50;  provided  however,  the  maximum  price paid shall not exceed  Platt's
Wyoming  Sweet  Monthly  Average and the minimum  price paid shall not be less
than Platt's  Wyoming Sweet Monthly  Average minus $1.00.  Beginning  March 1,
1998,  for a seven year  period  Amoco has a call on 2,000  barrels per day of
sour crude oil production net to the Company's  interest from the acquired Elk
Basin field and all of the sour crude oil  production  from the acquired Grass
Creek and  Pitchfork  fields at a price per  barrel  equal to the  average  of
three  postings  chosen  by the  Buyer  from an  approved  group  plus  $0.25;
provided,  however,  the maximum price paid shall not exceed  Platt's  Wyoming
Sweet  Monthly  Average  minus $2.75 and the  minimum  price paid shall not be
less than Platt's  Wyoming  Sweet Monthly  Average minus $4.75.  All crude oil
pricing is subject to gravity adjustment.

      In the Purchase  Agreement,  the Company also agreed to purchase Amoco's
oil and  natural  gas  properties  in the Beaver  Creek unit in the Wind River
Basin of Wyoming (the "Beaver  Creek Unit") for  approximately  $187  million.
Completion  of the  acquisition  of the  Beaver  Creek  Unit is subject to the
satisfactory  resolution  of  litigation  relating to an alleged  preferential
purchase  right,  and the Company is unable to predict at this time whether or
when its purchase of the Beaver Creek Unit will occur.

      The  Company  financed  the  Acquisition  with funds  drawn  under a new
credit facility with Bank of Montreal (the "Credit Facility"),  which replaced
the Company's  prior  facility.  The Company expects to recapitalize a portion
of this debt in 1998.

      The Credit  Facility  comprises two  tranches.  Tranche A is a five-year
revolving   credit   facility  with  a  maximum  credit  amount,   subject  to
semi-annual  borrowing  base  redeterminations  based on the Company's oil and
natural  gas  properties,  of $130  million.  The  Company is  required to pay
commitment  fees on the  unused  portion  of  Tranche  A at a rate of .25% per
annum,  if 50% or less of the borrowing base is unused,  or .30% per annum, if
more  than  50% of the  borrowing  base  is  unused.  Available  credit  under
Tranche A may also be used for  letters  of credit  on the  Company's  behalf.
Tranche B is a  one-year  term loan  facility  providing  for one $20  million
advance to finance the Acquisition.

      Outstanding  amounts  under the Credit  Facility bear  interest,  at the
Company's  option, at either (i) the higher of the federal funds rate plus .5%
or Bank of Montreal's prime rate, plus, in either case, the applicable  margin
(the "Applicable  Margin")  provided for in the credit  agreement  relating to
the  Credit  Facility  (the  "Credit   Agreement")  or  (ii)  LIBOR  plus  the
Applicable Margin.

      The  Credit  Facility  is  unsecured.   The  Credit  Agreement  contains
customary  affirmative and negative  covenants,  including  limitations on the
ability  of the  Company  to incur  additional  debt,  sell  assets,  merge or
consolidate  with  other  persons or pay  dividends  on its  capital  stock in
excess  of  historical  levels  and a  prohibition  on change  of  control  or
management,  as well as a covenant  to raise at least $50 million in equity or
subordinated  debt by December 15, 1998.  In  addition,  the Credit  Agreement
requires  the  Company to maintain a ratio of current  assets  plus  Tranche A
borrowing  capacity  to  current  liabilities  of at  least  1.0 to 1.0 and an
interest  coverage ratio of not less than 2.0 to 1.0 until the end of 1998 and
2.5 to 1.0 thereafter.

      The Credit Facility also provides the Company with additional  borrowing
capacity  solely for the purpose of financing  the  acquisition  of the Beaver
Creek Unit if such  acquisition  is  consummated.  If the  acquisition  of the
Beaver  Creek Unit  occurs on or before  December  16,  1998,  the  additional
capacity  comprises $85 million under Tranche A of the Credit Facility and $85
million under Tranche B (subject to certain  reductions  based upon previously
raised  subordinated  capital).  Funding of the additional  borrowing capacity
is subject to the  satisfaction  of certain  customary  conditions,  including
that no Material  Adverse  Effect shall have  occurred.  The Credit  Agreement
also  contains  certain  additional  provisions  that will  apply  only if the
acquisition  of the  Beaver  Creek Unit  occurs.  These  provisions  include a
change in the  convenant  described  above so that the  Company  must raise in
total  at least  $175  million  in  equity  or  subordinated  long-term  debt,
including at least $75 million of equity,  by December 15, 1998.  In addition,
if  this  minimum   capital  is  not  raised   within  six  months  after  the
consummation  of the acquisition of the Beaver Creek Unit, the Credit Facility
will become secured by the Company's oil and natural gas properties.

Item 7.     Financial Statements and Exhibits.

      (a)   Financial statements of businesses acquired.

            Pursuant to item  7(a)(4),  the financial  statements  required by
            this item are not  included  in this Form 8-K and will be filed by
            amendment  within  60 days  of the  date  that  this  Form  8-K is
            required to be filed.

      (b)   Pro forma financial information.

            Pursuant to item  7(a)(4)  and  7(b)(2),  the pro forma  financial
            statements  required  by this item are not  included  in this Form
            8-K and  will be  filed by  amendment  within  60 days of the date
            that this Form 8-K is required to be filed.

      (c)   Exhibits.

            2     Purchase and Sale Agreement  dated November 20, 1997 between
                  Howell Petroleum Corporation and Amoco Production Company

            99.1  Credit  Agreement  dated  December 17, 1997  between  Howell
                  Petroleum Corporation and Bank of Montreal

            99.2  Guaranty  Agreement  dated  December 17, 1997 between Howell
                  Corporation and Bank of Montreal


                                      
<PAGE>

                                  SIGNATURES

      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 hereunto duly authorized.

                                          HOWELL CORPORATION


Date: January 2, 1998                     By:      /s/ ROBERT T. MOFFETT      
                                                Robert T. Moffett
                                                Vice President