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 March 31, 2000

                                      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 April 30, 2000
---------------------------------         ------------------------------------
 Common Stock, $1.00 par value                         5,523,407

==============================================================================
                        This report contains 12 pages
<PAGE>


                     HOWELL CORPORATION AND SUBSIDIARIES

                                  Form 10-Q

                                    INDEX



                                                                        Page No.
Part  I. Financial Information

Item 1.  Consolidated Statements of Operations --
           Three months ended March 31, 2000 and 1999 (unaudited)....      3

         Consolidated Balance Sheets --
           March 31, 2000 (unaudited) and December 31, 1999..........      4

         Consolidated Statements of Cash Flows --
           Three months ended March 31, 2000 and 1999 (unaudited)....      5

         Notes to Consolidated Financial Statements (unaudited)......      6

Item 2.  Management's Discussion and Analysis of Financial Condition
           and Results of Operations.................................      9


Part II. Other Information

Item 4.  Results of Votes of Security Holders........................     12

Item 6.  Exhibits and Reports on Form 8-K............................     12

                                      -2-
<PAGE>

                        PART I. FINANCIAL INFORMATION
                                   (ITEM 1)

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

Consolidated Statements of Operations (Unaudited)
HOWELL CORPORATION AND SUBSIDIARIES

------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                        Three Months Ended March 31,
                                                               2000       1999
                                                               ----       ----
                                                            (In thousands, except
                                                              per share amounts)
<S>                                                          <C>        <C>
Revenues .................................................   $18,276    $ 8,878
                                                             --------   --------

Cost and expenses:
   Lease operating expenses ..............................     6,812      5,888
   Depreciation, depletion, and amortization .............     1,751      2,114
   General and administrative expenses ...................     1,107      1,240
                                                             --------   --------
                                                               9,670      9,242
                                                             --------   --------
Other income (expense):
   Interest expense ......................................    (1,667)    (2,271)
   Interest income .......................................        46         38
   Other-net .............................................         -         (1)
                                                             --------   --------
                                                              (1,621)    (2,234)
                                                             --------   --------

Earnings (loss) before income taxes ......................     6,985     (2,598)
Income tax expense (benefit) .............................     2,445       (874)
                                                             --------   --------
Net earnings (loss) from continuing operations ...........     4,540     (1,724)
                                                             --------   --------

Discontinued operations:
  Net earnings (loss) (less applicable income taxes of
     $674 for 1999).......................................         -      1,307
                                                             --------   --------

Net earnings (loss) ......................................     4,540       (417)
   Less: Preferred stock dividends .......................      (604)      (604)
                                                             --------   --------

Net earnings (loss) applicable to common shares ..........   $ 3,936    $(1,021)
                                                             ========   ========

Basic earnings (loss) per common share:
   Continuing operations .................................   $  0.71    $ (0.43)
   Discontinued operations ...............................         -       0.25
                                                             --------   --------

   Net earnings (loss) per common share - basic ..........   $  0.71    $ (0.18)
                                                             ========   ========

Weighted average shares outstanding - basic ..............     5,521      5,472
                                                             ========   ========


Diluted earnings (loss) per common share:
   Continuing operations ..................................  $  0.59    $ (0.43)
   Discontinued operations ................................        -       0.25
                                                             --------   --------

   Net earnings (loss) per common share - diluted .........  $  0.59    $ (0.18)
                                                             ========   ========

Weighted average shares outstanding - diluted .............    7,742      5,472
                                                             ========   ========

Cash dividends per common share ...........................  $  0.04    $  0.04
                                                             ========   ========
</TABLE>

See accompanying Notes to Consolidated Financial Statements.


                                      -3-
<PAGE>
==============================================================================

Consolidated Balance Sheets
HOWELL CORPORATION AND SUBSIDIARIES

------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                             March 31,  December 31,
                                                               2000        1999
                                                               ----        ----
                                                           (Unaudited)
                                                      (In thousands, except share data)
<S>                                                         <C>        <C>
                       Assets
Current assets:
   Cash and cash equivalents............................... $  1,608   $  2,112
   Trade accounts receivable, less allowance for
     doubtful accounts of $161 and $156 in 2000 and 1999,
     respectively..........................................    9,341     10,978
   Deferred income taxes...................................    2,230      2,027
   Other current assets....................................      428      2,440
                                                            ---------  ---------
    Total current assets...................................   13,607     17,557
                                                            ---------  ---------

Property, plant and equipment:
   Oil and gas properties, utilizing the full-cost method
     of accounting.........................................  384,390    382,393
   Unproven properties.....................................   21,143     21,143
   Other...................................................    2,778      2,759
   Less accumulated depreciation, depletion and
     amortization.......................................... (315,000)  (313,249)
                                                            ---------  ---------
    Net property, plant and equipment......................   93,311     93,046
                                                            ---------  ---------
Assets related to discontinued operations..................        -      3,000
Deferred income taxes......................................    2,366      3,600
Other assets...............................................      752        780
                                                            =========  =========
    Total assets........................................... $110,036   $117,983
                                                            =========  =========

        Liabilities and Shareholders' Equity

Current liabilities:
   Accounts payable........................................ $  9,483   $ 10,513
   Accrued liabilities.....................................    3,920      3,934
   Income taxes payable....................................    1,548        140
                                                            ---------  ---------
    Total current liabilities..............................   14,951     14,587
                                                            ---------  ---------
Other liabilities..........................................      673        716
                                                            ---------  ---------
Long-term debt.............................................   70,000     82,000
                                                            ---------  ---------
Commitments and contingencies Shareholders' equity:
   Preferred stock, $1 par value; 690,000 shares issued
     and outstanding, liquidation value of $34,500,000.....      690        690
   Common stock, $1 par value; 5,521,782 shares issued
     and outstanding in 2000; 5,471,782 shares issued and
     outstanding in 1999...................................    5,522      5,472
   Additional paid-in capital..............................   41,057     40,829
   Unearned compensation...................................     (261)         -
   Retained earnings (deficit).............................  (22,596)   (26,311)
                                                            ---------  ---------
    Total shareholders' equity.............................   24,412     20,680
                                                            =========  =========
    Total liabilities and shareholders' equity............. $110,036   $117,983
                                                            =========  =========
</TABLE>

See accompanying Notes to Consolidated Financial Statements.

                                      -4-
<PAGE>
==============================================================================

Consolidated Statements of Cash Flows (Unaudited)
HOWELL CORPORATION AND SUBSIDIARIES

------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                          Three Months Ended March 31,
                                                               2000        1999
                                                               ----        ----
                                                                (In thousands)
<S>                                                         <C>        <C>
OPERATING ACTIVITIES:
Net earnings (loss) from continuing operations............. $  4,540   $ (1,724)
Adjustments for non-cash items:
   Depreciation, depletion and amortization................    1,751      2,114
   Deferred income taxes...................................    1,031       (317)
   Other...................................................       17          -
                                                            ---------  ---------
Earnings from continuing operations plus non-cash
     operating items.......................................    7,339         73
Changes in components of working capital:
   Trade accounts receivable...............................    1,637        459
   Federal income tax receivable...........................        -      5,701
   Other current assets....................................    2,012        167
   Accounts payable........................................   (1,040)       205
   Accrued and other liabilities...........................        6     (1,042)
   Income tax payable......................................    1,408       (560)
                                                            ---------  ---------
Cash provided by (utilized in) continuing operations.......   11,362      5,003
Cash provided by (utilized in) discontinued operations.....      (53)     2,059
                                                            ---------  ---------
Cash provided by (utilized in) operating activities........   11,309      7,062
                                                            ---------  ---------

INVESTING ACTIVITIES:
Proceeds from the disposition of property..................    3,000     27,541
Additions to property, plant and equipment.................   (2,016)      (675)
Other, net.................................................       28        140
                                                            ---------  ---------
Cash provided by (utilized in) investing activities........    1,012     27,006
                                                            ---------  ---------

FINANCING ACTIVITIES:
Borrowings (repayments) under revolving credit agreement,
     net...................................................  (12,000)   (39,094)
Cash dividends:
   Common shareholders.....................................     (221)      (219)
   Preferred shareholders..................................     (604)      (603)
                                                            ---------  ---------
Cash provided by (utilized in) financing activities........  (12,825)   (39,916)
                                                            ---------  ---------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS.......     (504)    (5,848)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD.............    2,112      5,871
                                                            ---------  ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD................... $  1,608   $     23
                                                            =========  =========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for:
Interest................................................... $  1,290   $  2,348
                                                            =========  =========
Income taxes............................................... $     12   $     16
                                                            =========  =========
</TABLE>

See accompanying Notes to Consolidated Financial Statements

                                      -5-
<PAGE>
==============================================================================

Notes to Consolidated Financial Statements (Unaudited)
HOWELL CORPORATION AND SUBSIDIARIES
March 31, 2000 and 1999

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

Note 1 - Basis of Financial Statement Preparation

The  unaudited  consolidated  financial  statements  included  herein  have been
prepared  by  Howell  Corporation  (the  "Company"),  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 months
ended March 31, 2000 and 1999.  The results of  operations  for the three months
ended March 31, 2000 are not  necessarily  indicative  of results to be expected
for the full year. The accounting policies followed by the Company are set forth
in Note 1 to the consolidated  financial statements in its Annual Report on Form
10-K  for the  year  ended  December  31,  1999.  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.

Reclassifications

Certain  reclassifications  have been made to the 1999 financial presentation to
conform with the 2000 presentation.

Note 2 - New Accounting Standards

In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial  Accounting  Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging  Activities."  SFAS No. 133, was amended in June 1999 by
SFAS No. 137,  "Accounting for Derivative  Instruments and Hedging  Activities -
Deferral of  Effective  Date of FASB  Statement  No. 133 - an  amendment of FASB
Statement  No.  133." SFAS No. 133 as amended,  is  effective  for fiscal  years
beginning  after  June  15,  2000,  and  establishes  accounting  and  reporting
standards for  derivative  instruments  and hedging  activities  that require an
entity to recognize  all  derivatives  as an asset or liability  measured at its
fair value.  Depending  on the intended  use of the  derivative,  changes in its
asset or  liability  measured at it fair value will be reported in the period of
change as either a component of earnings or a component  of other  comprehensive
income. Retroactive application to periods prior to adoption is not allowed. The
Company has not quantified the impact of adoption on its financial statements.

Note 3 - Financial Instruments and Hedging Activities

In order to mitigate the effects of future price fluctuations,  the Company from
time to time uses limited programs to hedge its crude oil production.  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.  The Company was not engaged in a hedging
program during the first quarter of 1999.

The Company has entered into two hedging  programs for the year 2000.  The first
program is a purchase of a put option and a sale of a call option covering 1,700
barrels of oil per day effective January 1, 2000, through December 31, 2000. The
strike prices are $17.25 per barrel for the put option and $22.00 per barrel for
the call option.  The second program is a purchase of a put option and a sale of
a call option  covering 1,800 barrels of oil per day effective  January 1, 2000,
through  December 31, 2000.  The strike prices are $18.50 per barrel for the put
option and $26.00 per barrel for the call  option.  Each  program  provides  for
monthly  settlements  and is based on monthly  average oil prices.  There are no
premiums  associated with either program.  During the first quarter of 2000, the
strike  prices of the call  options were  exceeded,  resulting in a reduction of
revenues  of $1.5  million  from what  would have been  received  had no hedging
programs been in place.  Without the options the average price per barrel of oil
for the three months ended March 31, 2000,  would have  increased from $24.32 to
$26.61.

                                      -6-
<PAGE>
Note 4 - Accumulated Depreciation, Depletion and Amortization

The  Company's  depletion  rate for the three months  ended March 31, 2000,  was
$2.12 per  equivalent  barrel  versus a rate of $2.20 for the same period  ended
March 31, 1999.

Note 5 - Acquisitions & Dispositions

On February 28, 2000, the Company  entered into a Purchase and Sale Agreement to
sell its 46% interest in Genesis  Energy, L.L.C. for $3.0 million.  The proceeds
from the sale were used to reduce debt and no gain or loss was recognized on the
sale. The Company owns subordinated units in Genesis Crude Oil, L.P. and carries
that investment at zero. The Company does not expect to receive any proceeds for
its subordinated units.

The results have been classified as discontinued  operations in the accompanying
consolidated  financial  statements.  As a result of the  Company's  direct  and
indirect interest in Genesis,  the Company recognized a net loss of $0.1 million
during the first three months of 1999. There were no pre-tax earnings during the
first three months of 2000.

Note 6 - Litigation

Howell  Pipeline  Texas,  Inc.  v.  Exxon  Pipeline  Company,  125th  Judicial
District,  District Court of Harris County,  Texas, Cause No. 1999 - 32526. On
June 25, 1999,  Howell  Pipeline  Texas,  Inc.  ("HPTex")  sued Exxon Pipeline
Company  ("Exxon")  for  failure to pay rent for the use of certain  crude oil
storage tanks  ("Tanks").  Exxon  notified  HPTex of its intention to cancel a
lease on the Tanks  effective  March 31, 1996.  Exxon stopped  paying rent but
did not vacate the premises  after  notification  of the  lease  cancellation.
Exxon  continued  to  store  crude  oil  and  hydrostatic  test  water  for an
additional  eighteen  months.  HPTex claims Exxon owes in excess of $2 million
in rent plus interest and attorney's fees.

Recently,  Exxon filed a  counterclaim  against HPTex in which Exxon claims that
HPTex is responsible for the removal costs  associated with certain  contents of
the Tanks.  Exxon  claims it "has  incurred  actual  damages in an amount not to
exceed $2 million."

This matter is in the early stages of discovery  and the Company  believes  that
the  ultimate  resolution  will not have a  material  impact on its  results  of
operations, financial position 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 7 - Earnings (Loss) per Share

Basic earnings (loss) per common share amounts are calculated  using the average
number of common shares outstanding during each period.  Diluted earnings (loss)
per share ("EPS") assumes  conversion of dilutive  convertible  preferred stocks
and exercise of all stock options having  exercise  prices less than the average
market price of the common stock using the treasury stock method.

                                      -7-
<PAGE>

The tables below present the  reconciliation  of the numerators and denominators
in  calculating  diluted  EPS from  continuing  operations  in  accordance  with
Statement of Financial Accounting Standards No. 128.
<TABLE>
<CAPTION>

Three Months Ended March 31, 2000

                                                                        Earnings
                                                           Increase       per
                                              Increase    in Number   Incremental
                                            in Earnings   of Shares      Share
                                           ------------  -----------  -----------
<S>                                        <C>           <C>          <C>
Options...................................           -      129,948            -
Dividends on convertible preferred stock.. $   603,750    2,090,909        $0.29
</TABLE>
<TABLE>
<CAPTION>

                  Computation of Diluted Earnings per Share

                                             Earnings
                                            Available
                                               from
                                            Continuing     Common
                                            Operations     Shares      Per Share
                                           ------------  -----------  -----------
<S>                                        <C>           <C>          <C>          <C>
                                           $ 3,936,250    5,520,683        $0.71
Common stock options..........                       -      129,948            -
                                           ------------  -----------  -----------
                                           $ 3,936,250    5,650,631        $0.70   Dilutive
Dividends on convertible preferred stock..     603,750    2,090,909            -
                                           ============  ===========  ===========
                                           $ 4,540,000    7,741,540        $0.59   Dilutive
                                           ============  ===========  ===========

Note:  Because  diluted EPS from continuing  operations  decreases from $0.71 to
$0.70 when common  stock  options are  included in the  computation  and because
diluted EPS decreases from $0.70 to $0.59 when convertible  preferred shares are
included  in  the  computation,  those  common  stock  options  and  convertible
preferred shares are dilutive. Therefore, diluted EPS is reported as $0.59.
</TABLE>
<TABLE>
<CAPTION>

Three Months Ended March 31, 1999

                                                                        Earnings
                                                           Increase       per
                                              Increase    in Number   Incremental
                                            in Earnings   of Shares      Share
                                           ------------  -----------  -----------
<S>                                        <C>           <C>          <C>
Options...................................           -            -            -
Dividends on convertible preferred stock.. $   603,750    2,090,909        $0.29
</TABLE>
<TABLE>
<CAPTION>


                  Computation of Diluted Earnings per Share

                                             Net Loss
                                               from
                                            Continuing     Common
                                            Operations     Shares      Per Share
                                            -----------  -----------  -----------
<S>                                        <C>           <C>          <C>          <C>
                                           $(2,327,750)   5,471,782       $(0.43)
Common stock options......................          -             -            -
                                           ------------  -----------  -----------
                                           $(2,327,750)   5,471,782       $(0.43)  No Effect
Dividends on convertible preferred stock..     603,750    2,090,909            -
                                           ============  ===========  ===========
                                           $(1,724,000)   7,562,691       $(0.23)  Antidilutive
                                           ============  ===========  ===========

Note: Because diluted EPS from continuing  operations  increases from $(0.43) to
$(0.23) when convertible preferred shares are included in the computation, those
convertible preferred shares are antidilutive and are ignored in the computation
of diluted EPS. Therefore, diluted EPS is reported as $(0.43).
</TABLE>

                                      -8-

<PAGE>
                        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.

RESULTS OF CONTINUING OPERATIONS

The Company's business is oil and gas exploration,  production,  acquisition and
development.  Results of continuing  operations for the three months ended March
31, 2000 and 1999, are discussed below.
<TABLE>
<CAPTION>

Oil and Gas Production

                                                   Three Months Ended March 31,
                                                         2000       1999
                                                         ----       ----
<S>                                                   <C>        <C>
Revenues (in thousands):
Sales of oil and natural gas.......................   $ 18,207   $  8,676
Sales of LaBarge other products....................          -        180
Gas marketing......................................          -         20
Other..............................................         69          2
                                                      =========  =========
     Total revenues................................   $ 18,276   $  8,878
                                                      =========  =========

Operating profit (loss) (in thousands).............   $  8,606   $   (364)
                                                      =========  =========

Operating information:
Average net daily production:
    Oil (Bbls).....................................      7,118      8,569
    NGL (Bbls).....................................        460        463
    Natural gas (Mcf)..............................      7,799      8,801
    Equivalent Bbls................................      8,878     10,499

Average sales prices:
    Oil (per Bbl)..................................   $  24.32   $   9.13
    NGL (per Bbl)..................................   $  20.89   $   6.90
    Natural gas (per Mcf)..........................   $   2.23   $   1.70

</TABLE>



Revenues  for three months  ended March 31,  2000,  increased  $9.4 million when
compared to the three-month period ended March 31, 1999, primarily due to a 166%
increase in the average oil price,  a 203% increase in the average NGL price and
a 31% increase in the average gas price.  These increases were partially  offset
by the  effects of lower  production  volumes  which  resulted  from the sale of
certain non-strategic properties during the first quarter of 1999.

Operating  expenses increased $0.4 million during the first quarter of 2000 when
compared to the operating expenses during the first quarter of 1999. The primary
reason for the increase was a $1.3 million  increase in production and severance
taxes  partially  offset by a $0.4 million  decrease in depletion  expense and a
$0.3 million decrease in LaBarge costs.

                                      -9-
<PAGE>
The Company has also  entered into two hedging  programs for the year 2000.  The
first program is a purchase of a put option and a sale of a call option covering
1,700 barrels of oil per day  effective  January 1, 2000,  through  December 31,
2000.  The strike prices are $17.25 per barrel for the put option and $22.00 per
barrel for the call option. The second program is a purchase of a put option and
a sale of a call option covering 1,800 barrels of oil per day effective  January
1, 2000,  through December 31, 2000. The strike prices are $18.50 per barrel for
the put option and $26.00 per barrel for the call option.  Each program provides
for monthly settlements and is based on monthly average oil prices. There are no
premiums  associated with either program.  During the first quarter of 2000, the
strike  prices of the call  options were  exceeded,  resulting in a reduction of
revenues  of $1.5  million  from what  would have been  received  had no hedging
programs been in place.  Without the options the average price per barrel of oil
for the three months ended March 31, 2000,  would have  increased from $24.32 to
$26.61.

Operating  profits  increased  $9.0 million when  comparing the first quarter of
2000 to the same period of 1999.  This  increase is  primarily  due to increased
energy prices and a $0.4 million decrease in depletion  expense partially offset
by a $1.3 million increase in production and severance taxes.


Interest Expense

Interest  expense for the three  months  ended March 31,  2000,  decreased  $0.6
million from the 1999 level as a result of decreased debt of $14.9 million.


Provision for Income Taxes

The  Company's  effective tax rate for the three months ended March 31, 2000 and
1999, was 35% and 32% respectively.

RESULTS FROM DISCONTINUED OPERATIONS

Crude Oil Marketing

On February 28, 2000, the Company  entered into a Purchase and Sale Agreement to
sell its 46% interest in Genesis  Energy, L.L.C. for $3.0 million.  The proceeds
from the sale were used to reduce debt and no gain or loss was recognized on the
sale. The Company owns subordinated units in Genesis Crude Oil, L.P. and carries
that investment at zero. The Company does not expect to receive any proceeds for
its subordinated units.

The results have been classified as discontinued  operations in the accompanying
consolidated  financial  statements.  As a result of the  Company's  direct  and
indirect interest in Genesis,  the Company recognized a net loss of $0.1 million
during the first three months of 1999. There were no pre-tax earnings during the
first three months of 2000.


Technical Fuels and Chemical Processing

On  July  31,  1997,  the  Company   completed  the  sale  and   disposition  of
substantially  all of the assets of its research and reference  fuels and custom
chemical manufacturing business to Specified Fuels & Chemicals, Inc.("SFC").

The results of the technical  fuels and chemical  processing  business have been
classified as discontinued operations in the accompanying consolidated financial
statements. On January 4, 1999, the company sold its right to participate in the
future earnings of SFC for $2.0 million.  Discontinued  Operations had a gain of
$1.4 million for the three months ended March 31, 1999, as a result of the sale.

                                      -10-
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

Cash provided by continuing operations,  before working capital changes, for the
three months  ended March 31,  2000,  was $7.3  million.  This  compares to $0.1
million for the  comparable  1999 period.  The Company's debt decreased by $12.0
million  during the first three months of 2000 compared to a decrease in debt of
$39.1 million during the first three months of 1999.  Capital  expenditures  for
the three  months  ended  March 31,  2000,  were $2.0  million  compared to $0.7
million for the 1999 period.

As a result of increased  revenues,  the sale of its interest in Genesis Energy,
L.L.C.  for $3 million and changes in working capital,  the Company's  long-term
debt,  at March 31, 2000,  was $70 million.  At March 31,  2000,  the  Company's
borrowing base under the terms of its Credit Facility was $100 million.

During the first three months of 2000, the Company paid common dividends of $0.2
million and preferred dividends of $0.6 million.

Forward-looking Statements

Statements  contained in this Report and other materials filed or to be filed by
the Company with the Securities and Exchange  Commission (as well as information
included in oral or other written  statements  made or to be made by the Company
or its  representatives)  that are  forward-looking in nature are intended to be
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended,  relating to matters such as  anticipated  operating  and  financial
performance, business prospects, developments and results of the Company. Actual
performance,  prospects, developments and results may differ materially from any
or  all  anticipated  results  due  to  economic  conditions  and  other  risks,
uncertainties  and  circumstances  partly or totally  outside the control of the
Company,  including rates of inflation, oil and natural gas prices,  uncertainty
of  reserve  estimates,  rates and timing of future  production  of oil and gas,
exploratory and development  activities,  acquisition  risks, and changes in the
level and timing of future costs and expenses  related to drilling and operating
activities.

Words  such as  "anticipated",  "expect",  "estimate",  "project",  and  similar
expressions are intended to identify forward-looking statements.

                                      -11-
<PAGE>
                          PART II. OTHER INFORMATION

Item 4.  Results of Votes of Security Holders.

The Annual  Meeting of the  Shareholders  of the  Company  was held on April 26,
2000, for the following purposes:

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

      The results of the voting for each of the nominees  for  director  were as
      follows:

                                         Shares          Authority
                                          For            Withheld
                                       ---------         ---------
            Paul W. Murrill            4,884,193          189,877
            Khoi V. Tran               4,884,193          189,877
            Jack T. Trotter            4,884,193          189,877

      A simple majority of the shares of common stock represented at the meeting
      was required for each nominee to be elected.  Therefore,  all nominees for
      director were elected.


To ratify the  appointment of Deloitte & Touche LLP as independent  auditors for
the year ending December 31, 2000.

      The results of the voting on this matter were as follows:

            Shares For                 5,029,487
            Shares Against                37,883
            Shares Abstaining              6,700

      A simple majority of the shares of common stock represented at the meeting
      was required for ratification. Therefore, the appointment was ratified.

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

         (a)     Exhibits - none.

         (b)     Reports on Form 8-K - none



                                    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:  May 10, 2000                 /s/  Allyn R. Skelton, II
                                    -------------------------
                                    Allyn R. Skelton, II
                                    Vice President & Chief Financial Officer
                                    (Principal Financial and Accounting Officer)

                                      -12-