UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                      Washington, D.C. 20549

                            Form 10-K

  X   ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR  15(D)  OF  THE
      SECURITIES EXCHANGE ACT OF 1934
           For the fiscal year ended December 31, 1999
                                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
 incorporation or organization)                 Identification No.)

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

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

Securities registered pursuant to Section 12(b) of the Act:
                                               Name of Each Exchange
       Title of Each Class                     on Which Registered
           ----------                              ------------

   Common Stock, $1 par value                  New York Stock Exchange
$3.50 Convertible Preferred Stock,             National Association of
    Series A, $1 par value                     Securities Dealers, Inc.
                                             Automated Quotation System

Securities registered pursuant to Section 12(g) of the Act:
                               NONE

   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 by check mark if disclosure of  delinquent  filers  pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
                               |X|


The  market  value  of  all  shares  of  Common  Stock  on  March  1,  2000  was
approximately  $36.2 million.  The aggregate  market value of the shares held by
nonaffiliates on that date was approximately $23.7 million. As of March 1, 2000,
there were 5,521,782 common shares outstanding.


Documents Incorporated by Reference:
   Howell  Corporation  proxy  statement to be filed in connection with the 2000
Annual  Shareholders'  Meeting (to the extent set forth in Part III of this Form
10-K).
<PAGE>
                        HOWELL CORPORATION

                   1999 FORM 10-K ANNUAL REPORT

                        Table of Contents

                              PART I

                                                                    Page

Item 1.  Business.................................................... 1
Item 2.  Properties.................................................. 3
Item 3.  Legal Proceedings........................................... 9
Item 4.  Submission of Matters to a Vote of Security Holders......... 9

                              PART II

Item 5.  Market for the Registrant's Common Stock and Related
          Stockholder Matters........................................10
Item 6.  Selected Financial Data.....................................10
Item 7.  Management's Discussion and Analysis of Financial
          Condition and Results of Operations........................11
Item 7A. Quantitative and Qualitative Disclosure About Market Risk...15
Item 8.  Financial Statements and Supplementary Data.................16
Item 9.  Changes in and Disagreements with Accountants on Accounting
          and Financial Disclosure...................................16

                             PART III

Item 10. Directors and Executive Officers of the Registrant..........17
Item 11. Executive Compensation......................................17
Item 12. Security Ownership of Certain Beneficial Owners and
          Management.................................................17
Item 13. Certain Relationships and Related Transactions..............18

                              PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on
          Form 8-K ..................................................18



   This Form 10-K includes  "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.  All  statements  other  than
statements of historical  facts  included in this Form 10-K,  including  without
limitation the  statements  under  "Business",  "Properties"  and  "Management's
Discussion  and  Analysis of  Financial  Condition  and  Results of  Operations"
regarding the nature of the Company's  oil and gas reserves,  productive  wells,
acreage,  and  drilling  activities,  the  adequacy of the  Company's  financial
resources,  current and future industry  conditions and the potential effects of
such matters on the  Company's  business  strategy,  results of  operations  and
financial  position,  are  forward-looking  statements.   Although  the  Company
believes  that the  expectations  reflected  in the  forward-looking  statements
contained   herein  are  reasonable,   no  assurance  can  be  given  that  such
expectations  will prove to have been correct.  Certain  important  factors that
could cause actual results to differ materially from  expectations  ("Cautionary
Statements"),  include without  limitation,  fluctuations of the prices received
for the  Company's  oil and natural  gas,  uncertainty  of drilling  results and
reserve  estimates,   competition  from  other   exploration,   development  and
production  companies,  operating  hazards,  abandonment  costs,  the effects of
governmental  regulation  and the  leveraged  nature of the Company,  are stated
herein  in  conjunction  with the  forward-looking  statements  or are  included
elsewhere in this Form 10-K.  All  subsequent  written and oral  forward-looking
statements  attributable  to the  Company  or  persons  acting on its behalf are
expressly qualified in their entirety by the Cautionary Statements.
<PAGE>
                              PART I

Item 1.  Business

A.   General

     Howell  Corporation  and its  subsidiaries  ("Company")  are engaged in the
exploration,  production, acquisition and development of oil and gas properties.
These  operations  are  conducted in the United  States.  A  description  of the
Company's business and the market in which it operates is summarized below.

     Oil and Gas Exploration and Production

     The  Company's  oil and  gas  exploration  and  production  activities  are
conducted by Howell Petroleum Corporation ("HPC"), a wholly-owned  subsidiary of
the  Company,  and are  concentrated  in Wyoming and along the Gulf Coast,  both
onshore and  offshore.  At December 31, 1999,  the  Company's  estimated  proved
reserves  were 34.6  million  barrels of oil and plant  liquids and 38.6 billion
cubic feet ("BCF") of gas. The core area for the Company includes the Salt Creek
and Elk Basin fields discussed  below. The Company's major producing  properties
include  Salt Creek,  Elk Basin,  North Frisco City and Main Pass 64. These four
major fields represent 33.2 million barrels of oil equivalent ("MMBOE"),  or 81%
of the Company's total proved reserves.  Substantially  all of the Company's oil
and natural gas  production  is sold on the spot market or pursuant to contracts
priced according to the spot market. HPC has 118 employees.

     The  oil  and  gas  industry  is  highly  competitive.  Major  oil  and gas
companies, independent operators, drilling and production purchase programs, and
individual  producers and operators are active bidders for desirable oil and gas
properties,  as well as the  equipment  and  labor  required  to  operate  those
properties. Many competitors have financial resources substantially greater, and
staffs and facilities substantially larger, than those of the Company.

     The Company's financial condition, profitability, future rate of growth and
ability to borrow funds or obtain  additional  capital,  as well as the carrying
value of its oil and natural gas properties,  are  substantially  dependent upon
prevailing  prices of, and demand for, oil and natural  gas. The energy  markets
have  historically  been, and are likely to continue to be volatile,  and prices
for oil and  natural  gas are  subject  to large  fluctuations  in  response  to
relatively  minor  changes in the supply  and  demand for oil and  natural  gas,
market uncertainty and a variety of additional factors beyond the control of the
Company.  These factors include the level of consumer  product  demand,  weather
conditions,  the actions of the Organization of Petroleum  Exporting  Countries,
domestic and foreign governmental regulations, political stability in the Middle
East and other petroleum producing areas, the foreign and domestic supply of oil
and natural gas, the price of foreign  imports,  the price and  availability  of
alternative  fuels and overall  economic  conditions.  A substantial or extended
decline in oil and natural gas prices  could have a material  adverse  effect on
the Company's financial position,  results of operations,  quantities of oil and
natural gas reserves that may be  economically  produced,  carrying value of its
proved reserves, borrowing capacity and access to capital.

     Technical Fuels and Chemical Processing

     On July 31, 1997,  Howell  Hydrocarbons  & Chemicals,  Inc.  ("Seller"),  a
wholly-owned  subsidiary of the Company, sold substantially all of the assets of
its research and reference fuels and custom chemical  manufacturing  business to
Specified Fuels & Chemicals, Inc. ("SFC").

     In connection with the transaction,  SFC received a license to use the name
"Howell  Hydrocarbons & Chemicals"  for a five-year  period after closing and it
assumed certain obligations of Seller and the Company. The Company agreed not to
engage  (directly  or  through  affiliates)  in  any  competing  business  for a
five-year period after the closing.

     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.  In
connection with the sale, the Company has given and received  environmental  and
other  indemnities.  Claims  could  arise in the future  that would  require the
Company to perform under those indemnities.

     In consideration for the assets sold to SFC, 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 for working  capital
items. The Company was entitled to receive an additional payment equal to 55% of
the
<PAGE>
amount by  which  SFC's  EBITDA, for a period of five  years,  exceeded specific
target levels for the year.  During August 1998, the Company  received the first
excess EBITDA payment of $0.7 million.

     On January 4, 1999, the Company sold its right to participate in the future
earnings of SFC for $2.0 million.  The sale and the results of operations of the
research and  reference  fuel  business  have been  classified  as  discontinued
operations in the  accompanying  consolidated  financial  statements.  Technical
Fuels and Chemical  Processing had a gain of $1.3 million after tax for the year
ended  December 31, 1999, as a result of the sale of its right to participate in
future earnings.

     Investment in Genesis

     On December 1, 1996,  the Company  conveyed  the assets and business of its
crude oil gathering and marketing  operations and pipeline operations to Genesis
Crude Oil, L.P., a Delaware limited partnership ("GCO"). Howell received cash of
approximately $74 million and 991,300 subordinated limited partner units of GCO.
Additionally,  the Company  received 46% of Genesis Energy,  L.L.C.,  a Delaware
limited  liability  company  ("LLC") which is the General Partner of GCO. Howell
recognized a gain of approximately $13.8 million.

     A subsidiary of Salomon Smith Barney Holdings Inc. ("SSB") conveyed similar
assets to GCO. SSB owns 54% of LLC.  SSB is  obligated  to provide  distribution
support  should  GCO  have  inadequate  funds  to  make  the  minimum  quarterly
distribution  to its common unit holders.  SSB receives  additional  partnership
interests  ("APIs") to the extent it funds this obligation.  Howell is obligated
to purchase from SSB 46% of any outstanding  APIs, but only to the extent of any
distribution  made to Howell by GCO on  Howell's  subordinated  limited  partner
units.

     Howell retained all liabilities arising from the operations, activities and
transactions  of the  business up through the closing  date,  including  various
environmental-related  liabilities.  Howell  made  various  representations  and
warranties as to itself and the business and has agreed to indemnify GCO for any
breaches  thereof.  Claims for breaches of such  representations  and warranties
must be brought  before  December 3, 2001.  Howell  also agreed to perform,  and
retain the  liability  for, the  cleaning of certain  tanks used in the pipeline
operations which was completed in 1997.

     On the closing  date,  Howell  entered  into  various  agreements  with GCO
including (a) a non-competition agreement prohibiting Howell from competing with
the business for a period of ten years; (b) an agreement relating to the sale of
crude oil by Howell from its oil and gas  exploration  and production  business;
and (c) an agreement whereby one-half of the subordinated  limited partner units
owned by Howell  are  pledged  to  secure  Howell's  indemnification  of GCO for
environmental liabilities.

     The financial results of GCO have recently  deteriorated even as the market
has returned to what had historically  been a more favorable price  environment.
For each of the last three  quarters of 1999,  SSB has had to perform  under its
distribution  support  agreement.  While there are no arrearages with respect to
the  common  units,  GCO has  never  made a  distribution  with  respect  to the
subordinated  units held by Howell and SSB. The Company now believes  that it is
more likely than not that  distributions  will never be paid on the subordinated
units.

     With  only a  minority  interest  in LLC,  Howell is not in a  position  to
substantially influence management of GCO. Accordingly,  the Company has decided
to  dispose  of its  interests  in GCO and LLC.  The  Company  has  recorded  an
impairment  charge  of $13.5  million  (pre-tax)  to the  carrying  value of its
investment  and  classified  its  operations as  discontinued.  During 1999, the
investment in Genesis  incurred a pre-tax loss of $13.8  million  primarily as a
result  of  the  impairment  charge.  The  loss  is  reflected  in  Discontinued
Operations. See Notes 4 and 5 of Notes to Consolidated Financial Statements.

     On  February  28,  2000,  the  Company  entered  into a  Purchase  and Sale
Agreement to sell its 46% interest in LLC to SSB for $3.0 million.  The proceeds
from the sale  will be used to  reduce  debt.  The  Company  does not  expect to
receive any proceeds for its subordinated  units in GCO. No gain or loss will be
recognized on the sale.


B.   Governmental and Environmental Regulations

     Governmental Regulations

     Domestic  development,  production and sale of oil and gas are  extensively
regulated at both the federal and state  levels.  Legislation  affecting the oil
and gas industry is under constant review for amendment or expansion, frequently
increasing the regulatory burden. Also, numerous departments and agencies,  both
federal and state,

                                       2
<PAGE>
have  issued  rules and  regulations  binding  on  the  oil and gas industry and
its individual members,  compliance with which is often difficult and costly and
some of which carry substantial  penalties for failure to comply. State statutes
and  regulations  require  permits for drilling  operations,  drilling bonds and
reports  concerning wells.  Texas and other states in which the Company conducts
operations also have statutes and regulations  governing  conservation  matters,
including the unitization or pooling of oil and gas properties and establishment
of maximum rates of production from oil and gas wells. The existing  statutes or
regulations currently limit the rate at which oil and gas is produced from wells
in which the Company owns an interest.

     Environmental Regulations

     The Company's  operations are subject to extensive and developing  federal,
state and local  laws and  regulations  relating  to  environmental,  health and
safety  matters;   petroleum;   chemical  products  and  materials;   and  waste
management.  Permits, registrations or other authorizations are required for the
operation  of  certain  of the  Company's  facilities  and  for  its oil and gas
exploration  and  production   activities.   These  permits,   registrations  or
authorizations are subject to revocation, modification and renewal. Governmental
authorities  have  the  power  to  enforce   compliance  with  these  regulatory
requirements,  the  provisions  of  required  permits,  registrations  or  other
authorizations, and lease conditions. Third parties may have the right to sue to
enforce compliance.  The cost of environmental compliance has not had a material
adverse effect on the Company's  operations or financial  condition in the past.
However,  violations of applicable regulatory requirements,  environment-related
lease  conditions,  or required  environmental  permits,  registrations or other
authorizations can result in substantial civil and criminal penalties as well as
potential court injunctions curtailing operations.

     Some risk of costs and  liabilities  related to  environmental,  health and
safety  matters is inherent  in the  Company's  operations,  as it is with other
companies  engaged in similar  businesses,  and there can be no  assurance  that
material costs or liabilities will not be incurred.  In addition, it is possible
that future  developments,  such as stricter  requirements of  environmental  or
health and safety laws and regulations  affecting the Company's business or more
stringent interpretations of, or enforcement policies with respect to, such laws
and regulations, could adversely affect the Company. To meet changing permitting
and operational standards,  the Company may be required, over time, to make site
or operational modifications at the Company's facilities, some of which might be
significant and could involve substantial expenditures.  In particular,  federal
regulatory programs focusing on the increased  regulation of storm water runoff,
oil spill prevention and response,  and air emissions (especially those that may
be considered toxic) are currently being implemented.  There can be no assurance
that  material  costs or  liabilities  will not arise from  these or  additional
environmental  matters that may be discovered or otherwise may arise from future
requirements of law.

     The Company has made a commitment to comply with environmental regulations.
Personnel  with  training and  experience  in safety,  health and  environmental
matters are responsible for compliance  activities.  Senior management personnel
are involved in the planning and review of environmental matters.

C.   Employment Relations

     On  December  31,  1999,  the  Company  had 118  employees.  The  Company's
employees are not represented by a union for collective bargaining purposes. The
Company  has  experienced  no work  stoppages  or  strikes  as a result of labor
disputes and  considers  relations  with its  employees to be good.  The Company
maintains  group  life,  medical,  dental,   long-term  disability,   short-term
disability,  401(k) and accidental death and  dismemberment  insurance plans for
its employees. The Company contributed $413,000 to the 401(k) plan for 1999.


Item 2.  Properties

A.   Supplementary Oil and Gas Producing Information

     The oil and gas producing  activities of the Company are summarized  below.
Substantially all of the Company's  producing  properties are subject to certain
restrictions  under  the  Company's  credit  facility.  See  Note 6 of  Notes to
Consolidated Financial Statements.

                                       3
<PAGE>
     Oil and Gas Wells

     As of December 31, 1999, the Company owned  interests in productive oil and
gas wells  (including  producing  wells  and wells  capable  of  production)  as
follows:
<TABLE>
<CAPTION>
                                          Productive Wells
                                           Gross(1)   Net
                                           --------   ---
<S>                                         <C>       <C>
     Oil wells............................. 2,338     809
     Gas wells.............................   603      39
                                            -----     ---
          Total   ......................... 2,941     848
                                            =====     ===
</TABLE>

     (1) One or more completions in the same well are counted as one well.

     Reserves

     The Company's net proved reserves of crude oil,  condensate and natural gas
liquids  (referred to herein  collectively as "oil") and its net proved reserves
of gas have  been  estimated  by the  Company's  engineers  in  accordance  with
guidelines  established by the Securities and Exchange  Commission.  The reserve
estimates  at December 31, 1999,  1998,  1997 and 1996,  except for the reserves
purchased from Amoco, were reviewed by independent petroleum consultants,  H. J.
Gruy and  Associates,  Inc.  The  December  31,  1999,  1998 and 1997  reserves,
associated with the properties acquired from Amoco, were reviewed by independent
petroleum  consultants,  Ryder Scott & Associates.  These estimates were used in
the  computation of  depreciation,  depletion and  amortization  included in the
Company's consolidated financial statements and for other reporting purposes.
<TABLE>
<CAPTION>

     Estimated Quantities of Proved Oil and Gas Reserves
                                                       Oil          Gas
                                                     (BBLs)        (MCF)
                                                     ------        -----
<S>                                              <C>          <C>
     As of December 31, 1996....................   7,959,173   60,254,350
     Revisions of previous estimates............     623,774   (5,737,208)
     Extensions, discoveries & other additions..     420,500    4,725,000
     Purchases of minerals in place.............  34,413,669   27,702,395
     Production.................................  (1,246,596)  (3,311,197)
                                                  ----------   ----------
     As of December 31, 1997....................  42,170,520   83,633,340
     Revisions of previous estimates............ (11,533,920)  (6,313,032)
     Extensions, discoveries & other additions..   4,037,900    3,922,900
     Purchases of minerals in place.............       4,634    8,107,918
     Production.................................  (3,542,465)  (4,653,705)
     Sales of minerals in place.................  (1,196,828)  (5,906,751)
                                                  ----------   ----------
     As of December 31, 1998....................  29,939,841   78,790,670
     Revisions of previous estimates............   5,979,073    3,859,501
     Extensions, discoveries & other additions..     844,984    1,031,232
     Purchases of minerals in place.............     685,478       75,751
     Production.................................  (2,843,055)  (2,994,215)
     Sales of minerals in place.................     (11,575) (42,158,149)
                                                  ----------   ----------
     As of December 31, 1999....................  34,594,746   38,604,790
                                                  ==========   ==========
     Proved developed reserves:
     December 31, 1996..........................   6,995,835   58,444,115
                                                  ==========   ==========
     December 31, 1997..........................  40,711,561   81,709,974
                                                  ==========   ==========
     December 31, 1998..........................  26,701,736   75,756,389
                                                  ==========   ==========
     December 31, 1999..........................  31,530,345   35,890,990
                                                  ==========   ==========
</TABLE>

     Total proved  reserves at year-end 1999 were 41,029 MBOE compared to 43,072
MBOE at  year-end  1998.  Approximately  7,038 MBOE of the  decrease  was due to
property  sales,  partially  offset  by an  increase  of  6,622  MBOE in  upward
revisions.

     Proved oil reserves at December 31,  1999,  include 1.6 million  barrels of
natural gas liquids ("NGL").

                                       4
<PAGE>


     Oil and Gas Leaseholds

     The  following  table  sets  forth  the  Company's  ownership  interest  in
leaseholds as of December 31, 1999.  The oil and gas leases in which the Company
has an interest are for varying  primary terms,  and many require the payment of
delay rentals to continue the primary term. The leases may be surrendered by the
Company at any time by notice to the lessors,  by the cessation of production or
by failure to make timely payment of delay rentals.
<TABLE>
<CAPTION>

                                      Developed(1)    Undeveloped
                                     -------------   -------------
                                     Gross    Net    Gross    Net
                                     Acres   Acres   Acres   Acres
                                     -----   -----   -----   -----
<S>                                 <C>     <C>     <C>     <C>
      Alabama....................    5,812   2,189   2,686   1,058
      Louisiana..................    1,682     497     274      73
      Mississippi................    3,015     942   6,639   1,775
      North Dakota...............    7,240   1,710   1,040     130
      Texas......................   13,086   5,467   6,345   2,255
      Wyoming....................   38,262  18,316  28,001  11,782
      All other states combined..    3,774     720   3,322   1,738
      Offshore...................    7,025   5,589       -       -
                                    ======  ======  ======  ======
          Total..................   79,896  35,430  48,307  18,811
                                    ======  ======  ======  ======
</TABLE>
    -----------------
     (1) Acres spaced or assignable to productive wells.

     Drilling Activity

     The following  table shows the Company's  gross and net  productive and dry
exploratory and development wells drilled in the United States:
<TABLE>
<CAPTION>


                      Exploratory                        Development
            -----------------------------      -------------------------------
            Productive Wells   Dry Holes       Productive Wells     Dry Holes
      Year    Gross  Net      Gross   Net        Gross   Net        Gross  Net
      ----    -----  ---      -----   ---        -----   ---        -----  ---
<S>            <C>   <C>        <C>   <C>         <C>    <C>         <C>   <C>
      1999       -     -          -     -          2.0   2.0         2.0   2.0
      1998     1.0   0.6        1.0   0.1         18.0   4.5           -     -
      1997     4.0   0.9        1.0   0.3          1.0   0.1         1.0   0.6
</TABLE>


     The table above  reflects  only the drilling  activity in which the Company
had a working interest  participation.  In addition,  in 1998 and 1997, 5 and 24
gross productive wells, respectively,  were drilled on the Company's fee mineral
interest acreage, which was sold in December 1998.

     Sales Prices and Production Costs

     The following  table sets forth the average prices  received by the Company
for its production, the average production (lifting) costs, and amortization per
equivalent barrel of production ("BOE"):
<TABLE>
<CAPTION>

                                                          1999    1998    1997
                                                          ----    ----    ----
<S>                                                     <C>      <C>     <C>
Average sales prices:
   Oil and NGL (per BBL) includes effect of hedging...  $ 14.77  $11.26  $17.15
   Natural gas (per MCF)..............................  $  1.94  $ 1.86  $ 2.33
Production (lifting) costs (per BOE)..................  $  6.84  $ 5.95  $ 5.92
Amortization (per BOE)................................  $  1.95  $ 2.68  $ 5.18
Impairment of oil & gas properties (per BOE)..........  $     -  $23.66  $    -
</TABLE>

Natural gas  production  is  converted  to barrels  using its  estimated  energy
equivalent of six MCF per barrel.

                                       5

<PAGE>


     Oil and Gas Producing Activities

     CAPITALIZED  COSTS.  The following  table presents the Company's  aggregate
capitalized costs relating to oil and gas producing  activities,  all located in
the United States, and the aggregate amount of related  depreciation,  depletion
and amortization:
<TABLE>
<CAPTION>

                                           December 31, 1999   December 31, 1998
                                           -----------------   -----------------
Capitalized Costs:                                      (In thousands)
<S>                                            <C>                <C>
Oil and gas producing properties, all
   being amortized ........................    $ 382,393          $ 385,048
Unproven properties .......................       21,143             43,263
                                               ----------         ----------
   Total ..................................    $ 403,536          $ 428,311
                                               ==========         ==========
Accumulated depreciation, depletion and
amortization (includes impairment of oil
   & gas properties) ......................    $ 310,897          $ 307,118
                                               ==========         ==========
</TABLE>


     COSTS INCURRED. The following table presents costs incurred by the Company,
all in the United States, in oil and gas property  acquisition,  exploration and
development activities:
<TABLE>
<CAPTION>

                                                            Year Ended December 31,
                                               -----------------------------------------------
                                                  1999               1998               1997
                                                  ----               ----               ----
Property acquisition:                                           (In thousands)
<S>                                            <C>                <C>                 <C>
     Unproved properties ................      $   --             $  3,627            $ 41,904
     Proved properties ..................         1,092              7,614              82,737
Exploration .............................         1,461              3,460               5,994
Development .............................         4,101              7,626               1,534
                                               --------           --------            --------
                                               $  6,654           $ 22,327            $132,169
                                               ========           ========            ========
</TABLE>

     In 1998 and 1997,  $18,123,000 and $57,000 of costs of unproved fee mineral
interests,  respectively,  were transferred to the full cost pool,  representing
the costs of fee mineral  interests  that were drilled and evaluated  during the
periods.  The 1998 amount also represents the sale of the fee mineral  interests
on December 17, 1998.  These  transfers of costs are not  reflected in the table
above. See Note 2 of Notes to the Consolidated Financial Statements.

     RESULTS OF  OPERATIONS.  The  following  table  sets  forth the  results of
operations of the Company's oil and gas producing activities,  all in the United
States.  The table does not include  activities  associated with carbon dioxide,
helium and sulfur  produced  from the LaBarge  Project,  which was sold in March
1999,  or with  activities  associated  with leasing the  Company's  fee mineral
interests.  The table does include the revenues  and costs  associated  with the
Company's fee mineral interests which were sold in December 1998.
<TABLE>
<CAPTION>

                                                            Year Ended December 31,
                                                       ---------------------------------
                                                         1999         1998       1997
                                                         ----         ----       ----
                                                                 (In thousands)
<S>                                                    <C>          <C>        <C>
Revenues ..........................................     $47,826     $ 48,538    $29,089
Production (lifting) costs ........................      22,875       25,703     10,646
Depreciation, depletion and amortization ..........       6,525       11,589      9,316
Impairment of oil & gas properties ................          -       102,167          -
                                                       --------     --------   --------
                                                         18,426      (90,921)     9,127
Income tax expense (benefit) ......................       6,265      (30,913)     2,523
                                                       --------     --------   --------
Results of operations (excluding corporate overhead
    and interest cost) ............................     $12,161     $(60,008)   $ 6,604
                                                       ========     ========   ========
</TABLE>

     Included in the 1998 and 1997 amounts above are $1,314,000,  and $2,005,000
of revenues and $121,000 and $174,000 of production  costs,  respectively,  from
the  production  of the  Company's  fee  mineral  interests  which  were sold in
December 1998.

     STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS RELATING TO PROVED
OIL AND GAS RESERVES.  The accompanying table presents a standardized measure of
discounted  future net cash flows  relating to the  production  of the Company's
estimated proved oil and gas reserves at the end of 1999 and 1998. The method of
calculating the standardized  measure of discounted  future net cash flows is as
follows:

                                       6
<PAGE>
      (1) Future cash  inflows are computed by applying  year-end  prices of oil
       and  gas to the  Company's  year-end  quantities  of  proved  oil and gas
       reserves. Future price changes are considered only to the extent provided
       by contractual arrangements in existence at year-end.

      (2) Future  development and production costs are estimates of expenditures
       to be  incurred  in  developing  and  producing  the  proved  oil and gas
       reserves at year-end,  based on year-end costs and assuming  continuation
       of existing economic conditions.

      (3) Future income tax expenses are  calculated by applying the  applicable
       statutory federal income tax rate to future pretax net cash flows. Future
       income tax expenses  reflect the permanent  differences,  tax credits and
       allowances  related to the  Company's  oil and gas  producing  activities
       included in the Company's consolidated income tax expense.

      (4) The discount, calculated at ten percent per year, reflects an estimate
       of the timing of future  net cash flows to give  effect to the time value
       of money.
<TABLE>
<CAPTION>

                                                                      December 31,
                                                                   ------------------
                                                                     1999      1998
                                                                     ----      ----
                                                                     (In thousands)
<S>                                                                <C>       <C>
Future cash inflows .............................................  $908,940  $388,355
Future production costs .........................................   335,742   249,067
Future development costs ........................................    15,630    17,597
Future income tax expenses ......................................   155,324         -
                                                                   --------  --------
Future net cash flows ...........................................   402,244   121,691
10% annual discount for estimated timing of cash flows ..........   196,846    60,363
                                                                   --------  --------
Standardized measure of discounted future net cash flows relating
 to proved oil and gas reserves .................................  $205,398  $ 61,328
                                                                   ========  ========
</TABLE>

     The  standardized  measure is not intended to represent the market value of
reserves and, in view of the  uncertainties  involved in the reserve  estimation
process,  including  the  instability  of energy  markets as evidenced by recent
volatility in both natural gas and crude oil prices, the reserves may be subject
to material future revisions.

     CHANGES IN STANDARDIZED  MEASURE OF DISCOUNTED  FUTURE NET CASH FLOWS.  The
table below presents a  reconciliation  of the aggregate  change in standardized
measure of discounted future net cash flows:
<TABLE>
<CAPTION>
                                                                      Year Ended December 31,
                                                                  -----------------------------
                                                                     1999      1998      1997
                                                                     ----      ----      ----
                                                                          (In thousands)
<S>                                                               <C>       <C>       <C>
Sales and  transfers,  net of production costs .................. $(24,951) $(22,836) $(18,443)
Net  changes  in prices  and  production costs ..................  242,115   (56,084) (113,015)
Extensions  and discoveries, net of future production an
  development costs .............................................    9,829    12,775     9,950
Purchases of minerals in place ..................................    4,348     6,586   157,709
Sales of minerals in place ......................................   (5,047)    1,425         -
Previously  estimated  development costs incurred during the
  period ........................................................     (546)      (30)     (178)
Revisions of quantity estimates .................................   47,181   (20,512)   (1,006)
Accretion of discount ...........................................    6,133    13,958    10,406
Net change in income taxes ......................................  (79,014)   21,017     7,190
Changes in production rates (timing) and other...................  (55,978)  (34,546)  (17,093)
                                                                  --------- --------- ---------
    Net change .................................................. $144,070  $(78,247) $ 35,520
                                                                  ========= ========= =========
</TABLE>

     The  Company's  oil and  gas  exploration  and  production  activities  are
conducted  entirely  within the  United  States by HPC and are  concentrated  in
Wyoming and along the Gulf Coast,  both  onshore and  offshore.  At December 31,
1999, the Company's  estimated  proved reserves were 34.6 MMBO and plant liquids
and 38.6 BCF of gas.  The  Company's  major  producing  properties  include Salt
Creek,  Elk Basin,  North Frisco City, and Main Pass 64. These four major fields
represent  33.2  MMBOE,  or  81%  of  the  Company's   total  proved   reserves.
Substantially all of the Company's oil and natural gas production is sold on the
spot market or pursuant to contracts priced according to the spot market.

                                       7
<PAGE>
     Description of Significant Properties

     Salt  Creek.  The  Company  owns and  operates  the Salt Creek field in the
Powder River Basin in Natrona County,  Wyoming.  The Company's  working interest
varies from 67.7% to 100% in this multi-pay field.  The field underwent  primary
development  beginning in 1908. In the 1960's, a waterflood was installed in the
"Light Oil Unit"  ("LOU")  which is unitized from the surface to the base of the
Sundance 3 formation.  There are currently 668 producing wells and 590 injection
wells  located  in the LOU on a flood  pattern of  approximately  five acre well
spacing.  As of December 31, 1999, the field was producing 3,186 barrels per day
of sweet crude oil,  202 barrels per day of sour crude and 68 barrels per day of
NGLs net to the Company. The most prolific producing formation in the LOU is the
Wall Creek 2 at a depth of 1,500 feet.  It has produced  approximately  388 MMBO
from an  original  estimated  950 MMBO in  place.  In  addition,  the  field has
produced another 269 MMBO from multiple  horizons varying in depth down to 4,000
feet.

     Elk Basin.  The Company owns and  operates the Elk Basin field,  located in
the Bighorn  Basin in Park  County,  Wyoming  and Carbon  County,  Montana.  The
productive  horizons  range in depth  from 1,700  feet to 6,000  feet,  with the
majority  of the  production  coming  from the  Embar-Tensleep  and the  Madison
formations.  As of December 31, 1999, the field was producing  1,564 barrels per
day of oil and 212 barrels per day of NGLs net to the Company from 225 producing
wells.

     The   Embar-Tensleep   reservoir  was  an  inert  gas  injection   pressure
maintenance  project until  injection into the gas cap was  discontinued  in the
1970's.  The  Company  re-established  the inert gas  injection  to  initiate an
increased  reservoir  pressure in 1998,  which is anticipated to have a positive
impact on future  production  rates.  The Company is injecting  approximately 10
million cubic feet of inert gas per day into this  reservoir.  In addition,  the
Company has supplemented this gas cap injection with additional  producing wells
located  in the oil rim on the edge of the  structure,  which has  improved  the
sweep efficiency and ultimate  recovery.  The shallow Frontier  formation,  at a
depth of 1,700 feet,  holds a significant  number of potential low cost drilling
opportunities  to extend  the  production  in this field  down-structure  to the
lowest  known  oil-water  contact.  Since  1986,  32  Frontier  wells  have been
successfully  drilled or  recompleted  within the  Frontier  Unit.  These  wells
typically  produce  at rates of 30  barrels  of oil per day and have  cumulative
recoveries  up to 60,000  barrels  each.  The  Company has  identified  numerous
potential  drilling  locations  both  within  the unit and  outside  the unit on
Company  leasehold.  In late 1999, two Frontier wells were drilled to extend the
field  down-structure  and are currently being  completed.  The prolific Madison
carbonate,  at a depth of 5,000',  has the potential to be  downspaced  from the
current  40 acres per well to 20 acres per well based on the  successful  infill
drilling program over the last 10 years.

     Main Pass  Block 64.  Main  Pass is  located  in  federal  waters  offshore
Louisiana  about 70 miles  southeast of New Orleans.  The Company,  as operator,
discovered  oil and gas upon drilling a test well in 1982. In 1989,  the Company
unitized portions of Main Pass Blocks 64 and 65, covering the main pay sand (the
"7,300' Sand Unit") and  implemented  a  waterflood  project to  repressure  the
7,300'  Sand  Unit.  Through  exploitation,  additional  acquisitions  and field
unitization,  the  Company  currently  has a  working  interest  which  averages
approximately  80%  in 24  gross  wells,  including  5  injection  wells.  Gross
cumulative production from the 7,300' Sand Unit over almost 18 years has totaled
11.7 MMBO and 26.8 BCF of  natural  gas.  As of  December  31,  1999,  daily net
production  was  approximately  534  barrels of oil.  The  Company  has plans to
continue  the   development  of  the  oil-filled  gas  cap  with  one  to  three
recompletions in the year 2000.

     North Frisco City.  The North Frisco City field,  located in Monroe County,
Alabama,  was  discovered in March 1991.  Production is  predominantly  from the
Frisco City sand member of the Haynesville  formation at a depth of about 12,000
feet.  Based on seismic data,  ten successful  development  wells were completed
from 1992 through 1994. In 1994, the field was unitized.  The Company  currently
has a 24.1% working  interest in nine gross  producing  wells in the unit. As of
December 31, 1999,  daily net production from this field was 555 barrels of oil,
104 barrels of NGLs and 591 MCF of natural gas.

B.   Other Properties

     The Company  leases  approximately  52,900 square feet for use as corporate
and administrative offices in Houston, Texas.

                                       8
<PAGE>
Item 3.  Legal Proceedings

     The Company,  through its  subsidiaries,  is involved  from time to time in
various  claims,  lawsuits  and  administrative  proceedings  incidental  to its
business. In the opinion of management,  the ultimate liability  thereunder,  if
any,  will not have a material  adverse  effect on the  financial  condition  or
results  of  operations  or cash  flows of the  Company.  See Note 8 of Notes to
Consolidated Financial Statements.

Item 4.  Submission of Matters to a Vote of Security Holders

     None.

                                       9
<PAGE>


                              Part II

Item 5.  Market for  the  Registrant's  Common  Stock  and  Related  Stockholder
         Matters

     Howell  Corporation common  stock is traded on the New York Stock Exchange.
Symbol:  HWL
<TABLE>
<CAPTION>

                                                                      Cash
                                                    Price           Dividends
                                              ------------------    ---------
         For quarter ended                     High        Low          $
         ------------------                   -------    -------     -------
<S>                                           <C>        <C>          <C>
          March 31, 1998...................   17 1/4     14           0.04
          June 30, 1998....................   14 1/8     10 1/8       0.04
          September 30, 1998...............   10 1/2      6 5/16      0.04
          December 31, 1998................    6 1/4      2 1/16      0.04
          March 31, 1999..................     3 15/16    1 3/4       0.04
          June 30, 1999....................    5 3/4      3 1/4       0.04
          September 30, 1999...............    7 1/2      5           0.04
          December 31, 1999................    6 5/8      5 3/8       0.04
</TABLE>

     Approximate  number of equity  shareholders as of December 31, 1999: 1,800.

     It is the current  intention of the Company to pay quarterly cash dividends
on its common stock.  No assurance can be given,  however,  as to the timing and
amount of any future dividends which necessarily will depend on the earnings and
financial needs of the Company, legal restraints,  and other considerations that
the Company's Board of Directors  deems relevant.  The ability of the Company to
pay dividends on its common stock is currently  subject to certain  restrictions
contained in its bank credit agreement.  See Item 7. Management's Discussion and
Analysis of Financial Condition - Liquidity and Capital Resources.

     In addition,  the Company has 690,000 shares of convertible preferred stock
outstanding.  These  shares  were issued in April  1993.  The $3.50  convertible
preferred  stock is traded on the National  Association  of Securities  Dealers,
Inc. Automated Quotation System ("NASDAQ") under the symbol HWLLP. See Note 7 of
Notes to Consolidated Financial Statements.

Item 6.  Selected Financial Data

     The information below is presented in order to highlight significant trends
in the Company's results from continuing operations and financial condition. See
Consolidated Financial Statements and Notes thereto.
<TABLE>
<CAPTION>

                                                                Year Ended December 31, (1) (2)
                                                       -------------------------------------------------
                                                          1999     1998(3)    1997      1996      1995
                                                          ----     ----       ----      ----      ----
                                                            (In thousands, except per share amounts)
<S>                                                    <C>       <C>       <C>       <C>       <C>
Revenues from continuing operations................... $ 48,310  $ 51,422  $ 34,663  $ 33,868  $ 31,501
                                                       --------- --------- --------- --------- ---------
Net earnings (loss) from continuing operations.......  $  4,945  $(68,076) $  2,887  $    864  $    998
                                                       --------- --------- --------- --------- ---------
Basic and diluted earnings (loss) per share
    common from continuing operations................. $   0.46  $ (12.89) $   0.09  $  (0.31) $  (0.29)
                                                       --------- --------- --------- --------- ---------
Property, plant and equipment, net.................... $ 93,046  $121,634  $226,228  $103,495  $108,285
                                                       --------- --------- --------- --------- ---------
Total assets.......................................... $117,983  $166,291  $268,122  $148,768  $152,166
                                                       --------- --------- --------- --------- ---------
Long-term debt........................................ $ 82,000  $102,000  $117,000  $ 20,581  $ 47,249
                                                       --------- --------- --------- --------- ---------
Shareholders' equity.................................. $ 20,680  $ 26,871  $ 97,639  $ 90,048  $ 79,020
                                                       --------- --------- --------- --------- ---------
Cash dividends per common share....................... $   0.16  $   0.16  $   0.16  $   0.16  $   0.16
                                                       --------- --------- --------- --------- ---------
Cash dividends per preferred share.................... $   3.50  $   3.50  $   3.50  $   3.50  $      -
                                                       --------- --------- --------- --------- ---------
</TABLE>

-----------------
(1)  See Note 2 of Notes to Consolidated Financial Statements regarding the 1997
     sale of the Technical Fuels and Chemical Processing operations.
(2)  See Notes 2 and 5 of Notes to Consolidated  Financial  Statements regarding
     the 1999 impairment and sale and the 1996 sale, contribution and conveyance
     of the Crude Oil Marketing and Transportation operations.
(3)  Includes $102,167 (pre-tax) charge for impairment of oil and gas properties
     in 1998.

                                      10
<PAGE>


Summarized below are the Company's quarterly financial data for 1999 and 1998.
<TABLE>
<CAPTION>

                                                  1999 Quarters(1)
                                       --------------------------------------
                                         First    Second    Third    Fourth(2)
                                       --------  --------  --------  --------
                                      (In thousands, except per share amounts)
<S>                                    <C>       <C>       <C>       <C>
Revenues from continuing operations..  $ 8,878   $ 1,182   $13,368   $14,882
Earnings (loss) from continuing
  operations before income taxes.....   (2,598)    1,814     3,567     4,803
Net earnings (loss) from continuing
  operations.........................   (1,724)    1,178     2,338     3,153
Net (loss) earnings from
  discontinued operations............    1,307      (103)      (93)   (8,956)
                                       --------  --------  --------  --------
Net (loss) earnings..................  $  (417)  $ 1,075   $ 2,245   $(5,803)
                                       ========  ========  ========  ========


Net earnings (loss) from continuing
  share - basic .....................  $ (0.43)  $  0.10   $  0.32   $  0.47
Net (loss) earnings from
  discontinued operations per share-
  basic..............................     0.25     (0.01)    (0.02)    (1.64)
                                       --------  --------  --------  --------
Net (loss) earnings..................  $ (0.18)  $  0.09   $  0.30   $ (1.17)
                                       ========  ========  ========  ========

Net earnings (loss) from continuing
  operations per share - diluted.....  $ (0.43)  $  0.10   $  0.30   $  0.41
Net (loss) earnings from
  discontinued operations per share-
  diluted............................     0.25     (0.01)    (0.01)    (1.17)
                                       --------  --------  --------  --------
Net (loss) earnings..................  $ (0.18)  $  0.09   $  0.29   $ (0.76)
                                       ========  ========  ========  ========
</TABLE>
<TABLE>
<CAPTION>


                                                 1998 Quarters(1)
                                      --------------------------------------
                                      First(3)   Second     Third   Fourth(3)
                                      --------  --------  --------  --------
                                     (In thousands, except per share amounts)
<S>                                   <C>        <C>       <C>      <C>
Revenues from continuing operations.. $ 14,267   $12,267   $12,525  $ 12,363
(Loss) earnings from continuing
  operations before income taxes.....  (68,493)      294       464   (36,811)
Net (loss) earnings from continuing
  operations.........................  (45,231)      172       572   (23,589)
Net (loss) earnings from
  discontinued operations............       75       (97)      548        (3)
                                      ---------  --------  -------- ---------
Net (loss) earnings.................. $(45,156)  $    75   $ 1,120  $(23,592)
                                      =========  ========  ======== =========

Net (loss) from continuing
  operations per share - basic  .....  $ (8.39)  $ (0.08)  $ (0.01)  $ (4.42)
Net (loss) earnings from
  discontinued operations per share-
  basic..............................     0.02     (0.02)     0.10         -
                                       --------  --------  --------  --------
Net (loss) earnings per share-basic..  $ (8.37)  $ (0.10)  $  0.09   $ (4.42)
                                       ========  ========  ========  ========

Net (loss) from continuing
  operations per share - diluted.....  $ (8.39)  $ (0.08)  $ (0.01)  $ (4.42)
Net (loss) earnings from
  discontinued operations per share-
  diluted............................     0.02     (0.02)     0.10         -
                                       --------  --------  --------  --------
Net (loss) earnings per share -
  diluted............................  $ (8.37)  $ (0.10)  $  0.09   $ (4.42)
                                       ========  ========  ========  ========
</TABLE>

-----------------
(1) Includes effect of  reclassification of Genesis to discontinued  operations.
(2) Includes  impairment of Genesis to market value.
(3) Includes  charge for  impairment of  oil and  gas  properties  (pre-tax) of
    $66,118 in the first quarter and $36,049 in the fourth quarter.

 Item  7.   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 years ended
December 31, 1999,  are  discussed  below.  See Note 2 of Notes to  Consolidated
Financial Statements.

                                      11

<PAGE>
<TABLE>
<CAPTION>


     Oil and Gas Production
                                            Year Ended December 31,
                                          ---------------------------
                                            1999      1998      1997
                                            ----      ----      ----
                                                 (In thousands)
<S>                                       <C>      <C>        <C>
Revenues:
Sales of oil and natural gas............  $47,826  $ 48,538   $29,089
Sales of LaBarge other products.........      180     1,685     1,747
Gas marketing...........................       83       758     2,868
Minerals leasing and other..............      221       441       959
                                          -------  ---------  -------
     Total revenues.....................  $48,310  $ 51,422   $34,663
                                          =======  =========  =======

Operating profit (loss) ................  $14,752  $(93,659)  $ 5,285
                                          =======  =========  =======

Operating information:
Average net daily production:
  Oil and NGL (BBLs) ...................    7,789     9,705    3,415
  Natural gas (MCF).....................    8,203    12,750    9,072

Average sales prices:
  Oil and NGL (per BBL) (includes
    effect of hedging)..................  $ 14.77  $  11.26   $17.15
  Natural gas (per MCF).................  $  1.94  $   1.86   $ 2.33
</TABLE>


     Revenues

     During 1999,  revenues  decreased 6% when  compared to the year ended 1998.
The decrease was  primarily  due to a 20% decrease in oil  production  and a 36%
decrease  in natural gas  production  as a result of the  Company's  sale of the
LaBarge,  Grass Creek, and Pitchfork  properties in early 1999. The decrease was
partially offset by a 31% increase in average oil prices. See Note 2 of Notes to
Consolidated Financial Statements.

     Revenues increased 48% during 1998 when compared to the year ended 1997 due
to the Amoco  acquisition,  partially  offset by a 34%  decrease  in average oil
prices and a 20%  decrease  in average  natural  gas  prices.  The  increase  in
revenues was partially  offset by the Company's  continued  reduction of its gas
marketing activities.

     Operating Profit

     During 1999,  operating  profits  increased  $108.4 million  primarily as a
result  of the 1998  pre-tax  non-cash  impairment  charge  of  $102.2  million.
Excluding the impairment, operating profits for 1999 increased 73% when compared
to 1998.  This  improvement was primarily due to a 44% reduction of amortization
expense in 1999 which resulted from the 1998 impairment  charge.  A $1.3 million
reduction  in  lease  operating  expenses  also  contributed  to  the  increased
operating profits.

     Operating  profits  decreased  $98.9  million when  comparing  1998 to 1997
primarily due to pre-tax non-cash impairments of $102.2 million. On an after-tax
basis, the impairments  amounted to $67.4 million or a loss of $12.32 per common
share. Excluding the impairments,  operating profits increased 61% when compared
to the year ended  1997.  The  Company  experienced  increased  lease  operating
expense and  production  and  severance  tax  expense of $13.3  million and $2.8
million,  respectively  as a result of the Amoco  acquisition.  A  reduction  of
workover  expense of $1.1 million helped to offset these  increased  costs.  The
Company's  general and  administrative  expenses  decreased  $1.6 million due to
increased  administrative  credits on some of the  properties  acquired  in late
1997. Also offsetting these costs was a decrease in depreciation,  depletion and
amortization,  excluding the impairments,  per equivalent  barrel of production,
from $5.18 in 1997 to $2.68 in 1998 due to the Amoco acquisition.

     Howell's average realized oil price,  including hedging but excluding NGLs,
for 1999 was $14.95 per barrel as compared to $11.37 per barrel in 1998.

                                      12

<PAGE>


     Interest Expense

     Interest  expense  decreased $3.7 million in 1999 as a result of a decrease
in short-term  and long-term debt  ("Debt").  The Company  reduced Debt by $42.0
million during 1999 as a result of the Company's sale of non-integral properties
for $28.7  million,  a tax  refund  of $5.7  million,  the  buyout by SFC of its
remaining  excess EBITDA  payments for $2.0 million,  and other cash provided by
continuing operations of $5.6 million.

     During 1998, interest expense increased $9.3 million from the 1997 level as
a result  of the  increased  Debt  necessary  for the  Amoco  acquisition.  Debt
averaged  $136.8 million during 1998. As a result of the sale of the fee mineral
interests  during  December  1998,  the Company was able to reduce Debt by $13.0
million.

     See Notes 2 and 6 of Notes to Consolidated Financial Statements.

     Provision for Income Taxes

     The Company's  effective tax rate of 34.8%  reflects the statutory  federal
rate plus state income taxes.

RESULTS FROM DISCONTINUED OPERATIONS

     Crude Oil Marketing and Transportation

     During 1999, Crude Oil Marketing and Transportation incurred a pre-tax loss
of $13.7  million.  The loss is  primarily  a result  of the  impairment  of the
investment in Genesis to market value. On February 28, 2000, the Company entered
into a Purchase  and Sale  Agreement  to sell its 46% interest in LLC to Salomon
for $3.0 million.  The proceeds  from the sale will be used to reduce debt.  See
Item 1. Business - Investment in Genesis.

     There were no revenues or operating  profits in the Crude Oil Marketing and
Transportation  operation  during  1998 or 1997 as a result  of the sale of that
business in 1996. As a result of the Company's  direct and indirect  interest in
Genesis,  the Company recognized pre-tax net earnings in Genesis of $0.6 million
and $0.9 million during 1998 and 1997, respectively.

     These results have been reclassified as discontinued operations.  See Notes
4 and 5 of Notes to  Consolidated  Financial  Statements.  There is no allocated
interest as interest expense incurred was strictly for the oil and gas business.

     Technical Fuels and Chemical Processing

     On  July  31,  1997,   Seller   completed  the  sale  and   disposition  of
substantially  all of the assets of its research and reference  fuels and custom
chemical manufacturing business to SFC.

     In connection with the transaction,  SFC received a license to use the name
"Howell  Hydrocarbons & Chemicals"  for a five-year  period after closing and it
assumed certain obligations of Seller and the Company. The Company agreed not to
engage  (directly  or  through  affiliates)  in  any  competing  business  for a
five-year period after the closing.

     The sale  resulted in a pre-tax gain of $0.4  million.  The proceeds of the
sale were  used by the  Company  to  reduce  its  outstanding  indebtedness.  In
connection with the sale, the Company has given and received  environmental  and
other  indemnities.  Claims  could  arise in the future  that would  require the
Company to perform under those indemnities.

     In consideration for the assets sold to SFC, 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 for working  capital
items. The Company was entitled to receive an additional payment equal to 55% of
the amount by which SFC's EBITDA, for a period of five years,  exceeded specific
target levels for the year.  During August 1998, the Company  received the first
excess EBITDA payment of $0.7 million.

     On January 4, 1999, the Company sold its right to participate in the future
earnings of SFC for $2.0 million.  The sale and the results of operations of the
Technical  Fuels  and  Chemical  Processing  business  have been  classified  as
discontinued  operations in the accompanying  consolidated financial statements.
Technical Fuels and Chemical Processing had a gain of $1.3 million after tax for
the year ended December 31, 1999, as a result of the sale.

     Discontinued  operations  also  includes the  allocation of $0.1 million of
interest  expense (based on a ratio of net assets of discontinued  operations to
total consolidated net assets) for 1997.

                                      13
<PAGE>
     The  following  table  presents  the  detail  of  net  (loss)  income  from
discontinued   operations  as  presented  on  the  Consolidated   Statements  of
Operations:
<TABLE>
<CAPTION>

                                                  Year Ended December  31,
                                               ----------------------------
                                                 1999      1998       1997
                                                 ----      ----       ----
                                                      (in thousands)
<S>                                            <C>       <C>       <C>
Discontinued operations:
  Net (loss) earnings of Genesis (less
    applicable income taxes of $(4,702),
    $133 and $316 for 1999, 1998 and
    1997, respectively)......................  $(9,129)  $   257   $   421
  Net earnings from Howell Hydrocarbons
    (less applicable income taxes of
    $752, $350 and $388 for 1999, 1998
    and 1997, respectively)..................    1,284       266       528
  Gain on sale of Howell Hydrocarbons
    (less applicable income
    taxes of $126 for 1997)..................        -         -       245
                                               --------  --------  --------
Net (loss) earnings from discontinued
  operations.................................  $(7,845)  $   523   $ 1,194
                                               ========  ========  ========
</TABLE>

     See Notes 2 and 5 of Notes to Consolidated Financial Statements.

LIQUIDITY AND CAPITAL RESOURCES

     Recent Events

     On  February  28,  2000,  the  Company  entered  into a  Purchase  and Sale
Agreement  to sell its 46%  interest  in LLC to Salomon  for $3.0  million.  The
proceeds from the sale will be used to reduce debt.

     Credit Facility

     The Company entered into an Amended and Restated Credit Agreement effective
December 1, 1998 ("Credit  Facility").  The Credit  Facility is comprised of two
tranches.  Tranche A is a revolving  credit facility with a termination  date no
later than December 15, 2002. The Borrowing Base under Tranche A is $100 million
and is  redetermined  semi-annually  by the bank.  Availability  can be affected
dramatically  based upon the  volatility  of oil and gas prices.  Tranche B is a
term loan which was repaid in March 1999.

     Outstanding  amounts  under  the  Credit  Facility  bear  interest,  at the
Company's option, at either the Eurodollar Loan rate ("Libor"), or the Base Rate
(prime),  plus the Applicable Margin. The Applicable Margin is determined by the
Borrowing Base Utilization Percentage. As a result, interest rates range from as
low as  Libor  plus  1.50%  or the Base  Rate  plus  0.00% if 25% or less of the
Borrowing  Base is used,  to as high as Libor  plus  2.50% or the Base Rate plus
0.75% if greater than 90% of the Borrowing Base is used.

     The Credit  Facility is secured by  mortgages on  substantially  all of the
Company's oil and gas  properties.  The Credit Facility  contains  certain other
affirmative and negative covenants,  including limitations on the ability of the
Company  to incur  additional  debt,  sell  assets,  merge or  consolidate,  pay
dividends on its capital in excess of historical  levels,  and a prohibition  on
change of control or management.

     As of December  31,  1999,  Tranche A bore  interest at 9% per annum on the
outstanding amount of $82 million.

     Other

     At December 31, 1999, the Company had working  capital of $3.0 million.  In
1999, cash provided from operating activities was $17.4 million.

     In 1993, the Company issued 690,000 shares of $3.50  convertible  preferred
stock.  The net  proceeds  from the sale were $32.9  million.  Dividends  on the
convertible preferred stock are to be paid quarterly.  Such dividends accrue and
are cumulative.
The Company has paid all dividends on time.

     The Company currently  anticipates spending  approximately  $100,000 during
fiscal years 2000 and 2001 at various facilities for capital and operating costs
associated  with  ongoing  environmental  compliance  and may  continue  to have
expenditures in connection with  environmental  matters beyond fiscal year 2001.
The Company spent $36,000 on such  expenditures  in 1999. See Note 9 of Notes to
Consolidated Financial Statements.

     The  Company  believes  that its cash flow  from  operations,  and  amounts
available under the Credit  Facility,  will be sufficient to satisfy its current
liquidity  and capital  expenditure  requirements.  At December  31,  1999,  the
Company  had  cash and cash  equivalents  of $2.1  million,  and  $17.8  million
available  to it under  the  Credit  Facility.  A  decline  in the  value of the
Company's  proved reserves could result in the bank reducing the
                                      14
<PAGE>
Borrowing Base,  thereby causing  mandatory  payments under the Credit Facility.
While the Company  does not expect this to occur in 2000,  such  payments  would
adversely  affect the  Company's  ability to carry out its  capital  expenditure
program and could cause the Company to recapitalize  its debt through the public
or private placement of securities.

ACCOUNTING PRONOUNCEMENTS

     In June 1998, the Financial  Accounting Standards Board issued Statement of
Financial Accounting  Standards No. 133, "Accounting for Derivative  Instruments
and Hedging  Activities,"  ("SFAS 133").  SFAS 133  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 fair value will be reported in the period of change as either a component of
earnings or a component of other comprehensive income. SFAS 133 is effective for
all fiscal  quarters of fiscal  years  beginning  after June 15,  2000.  Earlier
application  of SFAS 133 is  encouraged,  but not prior to the  beginning of any
fiscal  quarter  that  began  after  issuance  of  the  Statement.   Retroactive
application  to periods  prior to adoption is not  allowed.  The Company has not
quantified the impact of adoption of SFAS 133 on its financial statements.

YEAR 2000 DATE CONVERSION

     The  Company  implemented  its plan that  addressed  the year 2000  ("Y2K")
conversion  issue.  The  Company  evaluated  all  computer  systems  used in its
operations,  including  accounting and financial  systems,  field and production
systems,  and other significant field or office devices that might not have been
Y2K compliant. Further, the Company made a determination of what remedial action
would be necessary and completed  corrective  action on major office systems and
field systems during 1999.

     The Company received  assurances from its most important  outside suppliers
and vendors that they could provide goods and services without  disruption.  The
Company has not had any disruption of goods and services.

     The cost of Y2K conversion and compliance was approximately $420,000. Other
areas outside the Company's control such as problems in the utility, banking, or
transportation systems have not had a disruptive effect on the Company's ability
to produce and deliver oil and gas,  receive delivery of materials and supplies,
or disburse or receive funds.

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  drilling  results and reserve  estimates,
changes in the level and timing of future costs and expenses related to drilling
and operating  activities,  competition from other exploration,  development and
production  companies,  operating  hazards,  abandonment  costs,  the effects of
governmental regulation and the leveraged nature of the Company.

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

Item 7A.  Quantitative and Qualitative Disclosure About Market Risk

     In order to guarantee  the Company a specific  minimum  sales price for its
crude  oil,  the  Company  purchased  a $16.50  per barrel put option and sold a
$21.10 per barrel call option  covering  100,000  barrels of oil per month for a
six-month period ending February 28, 1997. For September  through December 1996,
the monthly  average sales price  exceeded the ceiling  price.  This resulted in
collar payments for the four month period of $1.3 million which were recorded as
a reduction of revenue.

                                      15
<PAGE>
     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.

     In 1998, the Company purchased a put option and sold a call option covering
4,800  barrels of oil per day for a nine-month  period ended  December 31, 1998.
The  strike  prices  were  $16.00  per  barrel for the put option and $19.25 per
barrel for the call option.  There was no premium associated with these options.
During 1998, the Company received $2.8 million as a result of the options. These
amounts were  recorded as additional  revenues.  Without the options the average
price per barrel of oil for the year ended  December 31,  1998,  would have been
reduced from $11.37 to $10.55.

     The Company  entered into two hedging  programs for 1999. The first program
was a  purchase  of a put  option  and a sale of a call  option  covering  1,750
barrels of oil per day effective April 1, 1999,  through  December 31, 1999. The
strike  prices  were  $15.00 per barrel for the put option and $17.00 per barrel
for the call  option.  The second  program  was a purchase of a put option and a
sale of a call option also covering  1,750 barrels of oil per day effective from
May 1, 1999, through December 31, 1999. The strike prices were $14.50 per barrel
for the put option and  $18.80  per  barrel for the call  option.  There were no
premiums associated with either of these programs.  The strike price of the call
options was exceeded,  resulting in a reduction of revenues of $3.5 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 year ended December 31, 1999
would have increased from $14.95 to $16.23.

     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 averages.
There are no premiums associated with either program.

Item 8.  Financial Statements and Supplementary Data

     The response to this item is submitted as a separate section.

Item 9.  Changes  in  and  Disagreements   with   Accountants  on Accounting and
         Financial Disclosure

     Not applicable.


                                      16
<PAGE>


                             Part III

Item 10.  Directors and Executive Officers of the Registrant

     Regarding Directors,  the information appearing under the caption "Election
of Directors" set forth in the Company's definitive proxy statement, to be filed
within 120 days after the close of the fiscal year in  connection  with the 2000
Annual  Shareholders'  Meeting, is incorporated  herein by reference.  Regarding
executive officers, information is set forth below.

   The executive officers are elected annually.
<TABLE>
<CAPTION>

            Name          Age         Position
            ----          ---         --------
<S>                       <C> <C>
   Donald W. Clayton....  63  Chairman and Chief Executive Officer
   Richard K. Hebert....  48  President and Chief Operating Officer
   Allyn R. Skelton, II.  48  Vice President and Chief Financial Officer
   Robert T. Moffett....  48  Vice President, General Counsel and Secretary
   John E. Brewster, Jr.  49  Vice President, Corporate Development and Planning
</TABLE>


     Mr. Donald W. Clayton was elected  Chairman and Chief Executive  Officer in
May 1997.  From 1993 to 1997,  he was co-owner and  President of Voyager  Energy
Corp.  He formerly  served as President  and Director of  Burlington  Resources,
Inc., and President and Chief  Executive  Officer of Meridian Oil, Inc. Prior to
that, he was a senior executive with Superior Oil Company.

     Mr. Richard K. Hebert was elected  President and Chief Operating Officer in
May 1997.  From 1993 to 1997,  he was  co-owner and Chief  Executive  Officer of
Voyager  Energy Corp. He formerly  served as Executive  Vice President and Chief
Operating Officer of Meridian Oil, Inc., now Burlington Resources, Inc. Prior to
that, he served in various  engineering and management  positions with Mobil Oil
Corporation, Superior Oil Company and Amoco Production Company.

     Mr. Allyn R. Skelton,  II, was elected Vice  President and Chief  Financial
Officer  of the  Company  in May 1999.  He  formerly  served as Chief  Financial
Officer of Genesis Energy,  L.P. Prior to that he was Chief Financial Officer of
Howell Corporation.

     Mr.  Robert T.  Moffett  was  elected  Secretary  in October  1996 and Vice
President and General  Counsel in January 1994. He had served as General Counsel
of the Company since  September  1992.  Prior to that, Mr. Moffett was a general
partner in the firm of Moffett & Brewster.

     Mr. John E. Brewster, Jr. was elected Vice President, Corporate Development
& Planning  in May 1997.  Prior to that he was a  consultant  to Voyager  Energy
Corp.  He has held senior  management  positions  with Santa Fe Minerals,  Inc.,
Odyssey  Energy,  Inc.,  and Trafalgar  House Oil & Gas Inc.,  and was a general
partner in the firm of Moffett & Brewster.

     Regarding  delinquent  filers  pursuant to Item 405 of Regulation  S-K, the
information  appearing under the caption  "Compliance  with Section 16(a) of the
Securities  Exchange Act of 1934" set forth in the  Company's  definitive  proxy
statement,  to be filed  within 120 days  after the close of the fiscal  year in
connection with the 2000 Annual Shareholders' Meeting, is incorporated herein by
reference.

Item 11.  Executive Compensation

     The  information  appearing under the captions  "Compensation  of Executive
Officers" and "Certain Transactions" set forth in the Company's definitive proxy
statement,  to be filed  within 120 days  after the close of the fiscal  year in
connection with the 2000 Annual Shareholders' Meeting, is incorporated herein by
reference.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

     The  information   appearing  under  the  caption  "Security  Ownership  of
Management and Certain Beneficial Owners" set forth in the Company's  definitive
proxy statement,  to be filed within 120 days after the close of the fiscal year
in connection with the 2000 Annual Shareholders' Meeting, is incorporated herein
by reference.

                                      17
<PAGE>
Item 13.  Certain Relationships and Related Transactions

     The information  appearing  under the caption  "Certain  Transactions"  set
forth in the Company's  definitive proxy statement,  to be filed within 120 days
after  the  close  of the  fiscal  year  in  connection  with  the  2000  Annual
Shareholders' Meeting, is incorporated herein by reference.

                              Part IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

     (a)    (1) and (2). The response to this portion of Item 14 is submitted as
            a separate section of this report (see page 20).

     (a)    (3) and (c). The response to this portion of Item 14 is submitted as
            a separate section of this report (see page 38).

     (b)  Reports on Form 8-K.  None.



                                      18
<PAGE>


                            Signatures

     Pursuant  to the  requirements  of  Section  13 or 15(d) 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)


                                      By /s/ALLYN R. SKELTON, II
                                     ----------------------------
                                         Allyn R. Skelton, II
                                          Vice President and
                                        Chief Financial Officer
                              Principal Financial and Accounting Officer

                                   Date:   February 28, 2000

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the date indicated.

            Signature                   Title                    Date
            ---------                   -----                    ----
                                  Principal Executive
   /s/  DONALD W. CLAYTON        Officer and Director       February 28, 2000
-------------------------------
        Donald W. Clayton
            Chairman
               and
     Chief Executive Officer


                                  Principal Executive
   /s/  RICHARD K. HEBERT        Officer and Director       February 28, 2000
-------------------------------
        Richard K. Hebert
            President
               and
     Chief Operating Officer



   /s/   PAUL N. HOWELL                Director             February 28, 2000
-------------------------------
         Paul N. Howell



   /s/   JACK T. TROTTER               Director             February 28, 2000
-------------------------------
         Jack T. Trotter



   /s/WALTER M. MISCHER, SR.           Director             February 28, 2000
-------------------------------
     Walter M. Mischer, Sr.

                                      19
<PAGE>
                HOWELL CORPORATION AND SUBSIDIARIES


                             FORM 10-K

                    ITEMS 8, 14(a) (1) and (2)

            INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

     The following  consolidated  financial statements of the registrant and its
subsidiaries required to be included in Items 8 and 14(a)(1) are listed below:

                                                                      Page
      Independent Auditors' Report...................................  21
      Consolidated Financial Statements:
        Consolidated Balance Sheets..................................  22
        Consolidated Statements of Operations........................  23
        Consolidated Statements of Changes in Shareholders' Equity...  24
        Consolidated Statements of Cash Flows........................  25
        Notes to Consolidated Financial Statements...................  26


   The  financial   statement   schedules  are  omitted  because  they  are  not
applicable,  are not required or because the required information is included in
the Consolidated Financial Statements or notes thereto.

                                      20
<PAGE>


                   INDEPENDENT AUDITORS' REPORT


To Howell Corporation:

     We have  audited the  accompanying  consolidated  balance  sheets of Howell
Corporation  and its  subsidiaries  as of December  31,  1999 and 1998,  and the
related consolidated statements of operations,  changes in shareholders' equity,
and cash flows for each of the three  years in the  period  ended  December  31,
1999. These financial  statements are the  responsibility  of the  Corporation's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

     We conducted  our audits in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

     In our opinion,  such consolidated  financial statements present fairly, in
all material  respects,  the financial  position of Howell  Corporation  and its
subsidiaries at December 31, 1999 and 1998, and the results of their  operations
and their cash flows for each of the three  years in the period  ended  December
31, 1999 in conformity with generally accepted accounting principles.







DELOITTE & TOUCHE LLP

Houston, Texas
February 28, 2000

                                      21
<PAGE>
<TABLE>
<CAPTION>



                HOWELL CORPORATION AND SUBSIDIARIES
                    Consolidated Balance Sheets

                                                           December 31,
                                                       --------------------
                                                          1999      1998
                                                          ----      ----
                                               (In thousands, except share data)
<S>                                                   <C>         <C>
Assets
Current assets:
   Cash and cash equivalents ......................   $  2,112    $  5,871
   Trade accounts receivable, less allowance
        for doubtful accounts of
        $161 in 1999 and $156 in 1998 .............     10,978       9,230
   Income tax receivable ..........................          -       5,701
   Deferred income taxes ..........................      2,027       7,530
   Other current assets ...........................      2,440         577
                                                      ---------   ---------
      Total current assets ........................     17,557      28,909
                                                      ---------   ---------
Property, plant and equipment:
   Oil and gas properties, utilizing the
        full-cost method of accounting ............    382,393     385,048
   Unproven properties ............................     21,143      43,263
   Other ..........................................      2,759       2,653
   Less accumulated depreciation, depletion
        and amortization ..........................   (313,249)   (309,330)
                                                      ---------   ---------
      Net property, plant and equipment ...........     93,046     121,634
                                                      ---------   ---------
Assets related to discontinued operations .........      3,000      16,908
Deferred income taxes .............................      3,600           -
Other assets ......................................        780       2,962
                                                      ---------   ---------
      Total assets ................................   $117,983    $170,413
                                                      =========   =========

Liabilities and Shareholders' Equity
Current liabilities:
   Current maturities of long-term debt ...........   $      -    $ 22,000
   Accounts payable ...............................     10,513       8,639
   Accrued liabilities ............................      3,934       5,520
   Income taxes payable ...........................        140           -
                                                      ---------   ---------
      Total current liabilities ...................     14,587      36,159
                                                      ---------   ---------
Deferred income taxes .............................          -       4,122
                                                      ---------   ---------
Other liabilities .................................        716       1,261
                                                      ---------   ---------
Long-term debt ....................................     82,000     102,000
                                                      ---------   ---------
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; 5,471,782
       shares issued and outstanding ..............      5,472       5,472
   Additional paid-in capital .....................     40,829      40,829
   Retained deficit ...............................    (26,311)    (20,120)
                                                      ---------   ---------
      Total shareholders' equity ..................     20,680      26,871
                                                      ---------   ---------
      Total liabilities and shareholders' equity...   $117,983    $170,413
                                                      =========   =========
</TABLE>

See accompanying Notes to Consolidated Financial Statements.

                                      22
<PAGE>
<TABLE>
<CAPTION>


                HOWELL CORPORATION AND SUBSIDIARIES
               Consolidated Statements of Operations

                                                 Year Ended December 31,
                                            ---------------------------------
                                               1999        1998       1997
                                               ----        ----       ----
                                        (In thousands, except per share amounts)
<S>                                         <C>         <C>         <C>
Revenues:
   Oil & gas ...........................    $ 48,310    $ 51,422    $ 34,663
                                            ---------   ---------   ---------

Costs and expenses:
   Operating expenses - oil & gas .......     23,093      27,764      14,825
   Depreciation, depletion and
     amortization .......................      6,671      11,703       9,460
   Impairment of oil & gas properties ...          -     102,167           -
   General and administrative expenses ..      3,794       3,447       5,093
                                            ---------   ---------   ---------
                                              33,558     145,081      29,378
                                            ---------   ---------   ---------
Other income (expense):
   Interest expense .....................     (7,329)    (10,997)     (1,490)
   Interest income ......................        118         111         145
   Other-net ............................         45          (1)        103
                                            ---------   ---------   ---------
                                              (7,166)    (10,887)     (1,242)
                                            ---------   ---------   ---------
Earnings (loss) from continuing
operations before income taxes ..........      7,586    (104,546)      4,043
Income tax expense (benefit) ............      2,641     (36,470)      1,156
                                            ---------   ---------   ---------
Net earnings (loss) from continuing
     operations ........................       4,945     (68,076)      2,887

Discontinued operations:
   Net (loss) earnings (less applicable
     income taxes of $(3,950), $483,
     and $830 for 1999, 1998 and 1997,
     respectively) .....................      (7,845)        523       1,194
                                            ---------   ---------   ---------
Net (loss) earnings .....................     (2,900)    (67,553)      4,081
   Less: cumulative preferred stock
     dividends ..........................     (2,415)     (2,415)     (2,415)
                                            ---------   ---------   ---------
Net (loss) earnings applicable to common
     stock ..............................   $ (5,315)   $(69,968)   $  1,666
                                            =========   =========   =========

Basic earnings (loss) per common share:
   Continuing operations ................   $   0.46    $ (12.89)   $   0.09
   Discontinued operations ..............      (1.43)       0.10        0.18
   Gain on sale of Howell Hydrocarbons ..          -           -        0.05
                                            ---------   ---------   ---------
   Net (loss) earnings per common share-
     basic ..............................   $  (0.97)   $ (12.79)   $   0.32
                                            =========   =========   =========

Weighted average shares outstanding -
     basic ..............................      5,472       5,470       5,143
                                            =========   =========   =========

Diluted earnings (loss) per common share:
   Continuing operations ................   $   0.46    $ (12.89)   $   0.09

   Discontinued operations ..............      (1.42)       0.10        0.17
   Gain on sale of Howell Hydrocarbons ..          -           -        0.05
                                            ---------   ---------   ---------
   Net (loss) earnings per common share-
     diluted ............................   $  (0.96)   $ (12.79)   $   0.31
                                            =========   =========   =========

Weighted average shares outstanding -
     diluted ............................      5,554       5,470       5,355
                                            =========   =========   =========
</TABLE>

See accompanying Notes to Consolidated Financial Statements.

                                      23
<PAGE>
<TABLE>
<CAPTION>


                                          HOWELL CORPORATION AND SUBSIDIARIES
                              Consolidated Statements of Changes in Shareholders' Equity

                                           Preferred Stock        Common Stock              Retained
                                           ---------------        ------------    Paid-In   Earnings
                                             Shares    $       Shares        $    Capital   (Deficit)    Total
                                             ------   ---      ------       ---   -------   ---------    -----
                                                            (In thousands, except number of shares)

<S>                                         <C>      <C>      <C>         <C>     <C>       <C>        <C>
Balances, December 31, 1996 .............   690,000  $690     4,947,196   $4,947  $34,532   $ 49,879   $ 90,048
  Net earnings - 1997 ...................         -     -             -        -        -      4,081      4,081
  Cash dividends - $0.16 per
     common share .......................         -     -             -        -        -       (821)      (821)
  Cash dividends - $3.50 per
     preferred share ....................         -     -             -        -        -     (2,415)    (2,415)
  Common stock issued to employees upon
     purchase of Voyager Energy .........         -     -       352,638      353    4,276          -      4,629
  Common stock issued to employees
     upon exercise of stock options .....         -     -       164,808      165    1,608          -      1,773
  Tax benefit upon exercise of employee
     stock options ......................         -     -             -        -      344          -        344
                                            -------  ----     ---------   ------  -------   ---------  ---------
Balances, December 31, 1997 .............   690,000  $690     5,464,642   $5,465  $40,760   $ 50,724   $ 97,639
  Net earnings - 1998 ...................         -     -             -        -        -    (67,553)   (67,553)
  Cash dividends - $0.16 per
     common share .......................         -     -             -        -        -       (876)      (876)
  Cash dividends - $3.50 per
     preferred share ....................         -     -             -        -        -     (2,415)    (2,415)
  Common stock issued to employees
     upon exercise of stock options .....         -     -         7,140        7       56          -         63
  Tax benefit upon exercise of employee
     stock options ......................         -     -             -        -       13          -         13
                                            -------  ----     ---------   ------  -------   ---------  ---------
Balances, December 31, 1998 .............   690,000  $690     5,471,782   $5,472  $40,829   $(20,120)  $ 26,871
  Net earnings - 1999 ...................         -     -             -        -        -     (2,900)    (2,900)
  Cash dividends - $0.16 per
     common share .......................         -     -             -        -        -       (876)      (876)
  Cash dividends - $3.50 per
     preferred share ....................         -     -             -        -        -     (2,415)    (2,415)
                                            -------  ----     ---------   ------  -------   ---------  ---------
Balances, December 31, 1999..............   690,000  $690     5,471,782   $5,472  $40,829   $(26,311)  $ 20,680
                                            =======  ====     =========   ======  =======   =========  =========
</TABLE>

See accompanying Notes to Consolidated Financial Statements.

                                      24
<PAGE>
<TABLE>
<CAPTION>



                          HOWELL CORPORATION AND SUBSIDIARIES
                         Consolidated Statements of Cash Flows

                                                                     Year Ended December 31,
                                                                ----------------------------------
                                                                    1999        1998        1997
                                                                    ----        ----        ----
                                                                          (In thousands)
<S>                                                             <C>          <C>          <C>
OPERATING ACTIVITIES:
  Net earnings (loss) from continuing operations ............   $  4,945     $(68,076)    $  2,887
  Adjustments for non-cash items:
    Depreciation, depletion and amortization.................      6,671      113,870        9,460
    Deferred income taxes ...................................      2,548      (36,470)       1,221
    Gain on sale of assets ..................................          -           (2)        (132)
                                                                ---------    ---------    ---------
  Earnings from continuing operations plus non-cash
    operating items..........................................     14,164        9,322       13,436
  Changes in components of working capital from operations:
    (Increase) in trade accounts receivable .................     (1,749)      (6,005)        (351)
    Decrease (increase) in inventories ......................          -            5           (7)
    Decrease (increase) in income tax receivable  ...........      5,701        3,486       (3,455)
    (Increase) decrease in other current assets .............     (1,863)       3,203       (2,543)
    Increase (decrease) in accounts payable .................      1,882        6,514         (962)
    (Decrease) increase in accrued and other liabilities ....     (2,017)         969         (295)
                                                                ---------    ---------    ---------
  Cash provided by continuing operations ....................     16,118       17,494        5,823
  Cash provided by (utilized by) discontinued operations ....      1,315        2,077         (906)
                                                                ---------    ---------    ---------
Cash provided by operating activities .......................     17,433       19,571        4,917
                                                                ---------    ---------    ---------
INVESTING ACTIVITIES:
  Proceeds from the disposition of property .................     28,715       13,333       20,053
  Additions to property, plant and equipment ................     (6,768)     (22,607)    (128,199)
  Deposit for Amoco Beaver Creek acquisition ................          -       12,369      (12,369)
  Other, net ................................................      2,152         (623)        (137)
                                                                ---------    ---------    ---------
Cash provided by (utilized in) investing activities .........     24,099        2,472     (120,652)
                                                                ---------    ---------    ---------
FINANCING ACTIVITIES:
  Long-term debt:
    (Repayments) borrowings under credit facilities-net .....    (42,000)     (13,000)     119,000
    Repayments to Department of Energy ......................          -            -       (4,999)
  Cash dividends:
    Common shareholders .....................................       (876)        (876)        (821)
    Preferred shareholders ..................................     (2,415)      (2,415)      (2,415)
    Exercise of stock options ...............................          -           63        1,773
                                                                ---------    ---------    ---------
Cash utilized in financing activities .......................    (45,291)     (16,228)     112,538
                                                                ---------    ---------    ---------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS ........     (3,759)       5,815       (3,197)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR ................      5,871           56        3,253
                                                                ---------    ---------    ---------
CASH AND CASH EQUIVALENTS, END OF YEAR ......................   $  2,112     $  5,871     $     56
                                                                =========    =========    =========
</TABLE>
See accompanying Notes to Consolidated Financial Statements.

                                      25
<PAGE>
                HOWELL CORPORATION AND SUBSIDIARIES

            Notes to Consolidated Financial Statements

Note 1.  Summary of Significant Accounting Policies

     Principles of Consolidation

     The  consolidated  financial  statements  include  the  accounts  of Howell
Corporation and its subsidiaries  ("Company").  The Company previously accounted
for its investment in Genesis using the equity method of accounting. See Note 5.
All significant intercompany accounts and transactions have been eliminated.

     Nature of Operations

     The  Company is engaged in the  exploration,  production,  acquisition  and
development  of oil and gas  properties.  These  operations are conducted in the
United States.

     Property, Depreciation, Depletion and Amortization

     The Company  follows the full cost method of accounting for its oil and gas
exploration and production activities. Consequently, all costs pertaining to the
acquisition, exploration and development of oil and gas reserves are capitalized
and amortized using the  unit-of-production  method as the remaining  proved oil
and gas reserves are  produced.  The  Company's  net  investment  in oil and gas
properties  is subject to a quarterly  ceiling  limitation  calculation  that is
based on the present value of future net revenues from  estimated  production of
proved oil and gas  reserves  valued at current  prices.  Costs in excess of the
ceiling  limitation are currently  charged to expense.  Gains or losses upon the
disposition  of a property,  normally  treated as an adjustment  to  capitalized
costs, are recognized  currently in the event of a sale of a significant portion
(normally in excess of 25%) of oil and gas reserves.

     The costs allocated to the unproven  properties of the Company are excluded
from  amortization  using the full cost method of  accounting  described  above.
These costs are reviewed  periodically  for  impairment.  This  impairment  will
generally  be  based  on  geographic  or  geologic  data.  At  the  time  of any
impairment,  the related costs will be added to the costs being  amortized under
the full cost method of accounting.  Other property and equipment are carried at
cost.  Depreciation is provided  principally using the straight-line method over
the estimated useful lives of the assets.

     Maintenance and repairs are charged to expense as incurred,  while renewals
and betterments are capitalized.

     Income Taxes

     The Company  utilizes a balance sheet  approach in the  calculation  of the
deferred tax balance at each financial statement date by applying the provisions
of enacted tax laws to measure the deferred tax  consequences of the differences
in the tax and book  bases of  assets  and  liabilities  as they  result  in net
taxable or  deductible  amounts in future  years.  The net taxable or deductible
amounts  in  future  years  are  adjusted  for  the  effect  of  utilizing   the
carryback/carryforward  attributes of any net losses generated and available tax
credits.  Deferred tax assets are  recognized if it is more likely than not that
the future tax benefit will be realized.

     Earnings Per Common Share

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

     Consolidated Statements of Cash Flows

     Included in the  statements of cash flows are cash  equivalents  defined as
short-term,  highly liquid investments that are readily  convertible to cash and
so near to maturity that their value would not change  significantly  because of
changes in  interest  rates.  The Company  made cash  payments  for  interest of
$7,318,000,

                                      26
<PAGE>
$10,184,000 and $1,347,000 in 1999, 1998 and 1997,  respectively.  In 1999, 1998
and 1997,  cash  payments  for  income  taxes  totaled  $768,000,  $261,000  and
$6,849,000, respectively.

     Disclosures About Fair Value of Financial Instruments

     The  Company  estimates  that  the  carrying  amount  of its  cash and cash
equivalents  and  accounts  receivable  and payable as  reflected in its balance
sheet approximates fair value.

     Stock Based Compensation

     The intrinsic value method of accounting is used for  stock-based  employee
compensation  whereby no  compensation  expense is recognized  when the exercise
price of an employee  stock  option is equal to or greater than the market price
of the Company's common stock on the grant date.

     Environmental Liabilities

     The Company provides for the estimated costs of environmental contingencies
when  liabilities  are likely to occur and reasonable  estimates can be made. In
accordance  with full cost  accounting  rules,  the Company  provides for future
environmental  clean-up  costs  associated  with  oil  and gas  activities  as a
component of its depreciation,  depletion and amortization expense.  Information
regarding   environmental   liabilities   can  be  found  in  Note  9.   Ongoing
environmental  compliance costs, including maintenance and monitoring costs, are
charged to expense as incurred.

     Derivatives

     In order to mitigate the effects of future price fluctuations,  the Company
has used a limited  program  of  hedging  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.

     During  1996,  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.

     In 1998, the Company purchased a put option and sold a call option covering
4,800  barrels of oil per day for a nine-month  period ended  December 31, 1998.
The  strike  prices  were  $16.00  per  barrel for the put option and $19.25 per
barrel for the call option.  There was no premium associated with these options.
During 1998, the Company received $2.8 million as a result of the options. These
amounts were  recorded as additional  revenues.  Without the options the average
price per barrel of oil for the year ended  December 31,  1998,  would have been
reduced from $11.37 to $10.55.

     The Company  entered into two hedging  programs for 1999. The first program
was a  purchase  of a put  option  and a sale of a call  option  covering  1,750
barrels of oil per day effective April 1, 1999,  through  December 31, 1999. The
strike  prices  were  $15.00 per barrel for the put option and $17.00 per barrel
for the call  option.  The second  program  was a purchase of a put option and a
sale of a call option also covering  1,750 barrels of oil per day effective from
May 1, 1999, through December 31, 1999. The strike prices were $14.50 per barrel
for the put option and  $18.80  per  barrel  for the call  option.  There was no
premium  associated with either of these programs.  The strike price of the call
options was  exceeded  resulting in a reduction of revenues of $3.5 million from
what would have been  received had no hedging  programs  been in place for 1999.
Without  the  options  the  average  price per  barrel of oil for the year ended
December 31, 1999 would have increased from $14.95 to $16.23.

     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.
There are no premiums associated with either program.

                                      27
<PAGE>
     Revenue Recognition

     The Company  recognizes oil and gas revenue from its interests in producing
wells as oil and gas is sold from those  wells.  Oil and gas sold in  production
operations  is  not   significantly   different  from  the  Company's  share  of
production.

     The Company utilizes the sales method to account for gas production  volume
imbalances.  Under this method,  income is recorded  based on the  Company's net
revenue interest in production  taken for delivery.  Management does not believe
that the Company had any material gas imbalances at December 31, 1999 or 1998.

     Concentration of Risk

     Substantially all of the Company's accounts  receivable result from oil and
gas  sales and  joint  interest  billings  to third  parties  in the oil and gas
industry.  This  concentration  of  customers  and joint  owners  may impact the
Company's  overall credit risk in that these entities may be similarly  affected
by changes in economic and other conditions.

     Use of Estimates

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

     Reclassifications

     Certain  reclassifications  have been  made to the 1998 and 1997  financial
presentation to conform with the 1999 presentation.

Note 2.  Acquisitions and Dispositions

1999
----
     On January 4, 1999, the Company sold its right to participate in the future
earnings of Specified  Fuels & Chemicals,  Inc.  ("SFC") for $2.0  million.  SFC
acquired the Company's  Technical Fuels and Chemical Processing business in July
1997.  The sale  and the  results  of  operations  of this  business  have  been
classified as discontinued operations in the accompanying consolidated financial
statements.  Discontinued  operations  include an after-tax gain of $1.3 million
for the year ended December 31, 1999, as a result of the sale.

     On January 29, 1999,  the Company  sold its interest in the LaBarge  field,
located in southwestern  Wyoming, for $15.8 million. The properties consisted of
three  Federal  units,  17  producing  wells and related  field  facilities.  In
addition to natural gas, the  properties  produced  carbon  dioxide,  helium and
sulfur.

     On March 19, 1999,  the Company sold its  interests in the Grass Creek Unit
in Hot Springs County,  Wyoming, and the Pitchfork Unit in Park County,  Wyoming
for $12.6 million, net of closing  adjustments.  The Company owned a 25% working
interest at  Pitchfork  and various  working  interests  ranging  from 13.08% to
43.14% in different producing horizons at Grass Creek.

     The  properties  sold during 1999 were not considered to be integral to the
Company's future. The cumulative  proceeds from these events were used to reduce
debt. See Note 6.

     During 1999,  the Company  recognized a pre-tax loss of $13.8  million with
respect  to its  equity  interest  in  Genesis.  The loss  was a  result  of the
impairment of the investment in Genesis to market value.

     On  February  28,  2000,  the  Company  entered  into a  Purchase  and Sale
Agreement  to sell its 46%  interest in LLC to SSB for $3 million.  The proceeds
from the sale  will be used to  reduce  debt.  The  Company  does not  expect to
receive any proceeds for its subordinated  units in GCO. No gain or loss will be
recognized on the sale. See Note 5.

1998
----
     On December 17, 1998, the Company sold its fee mineral  estates and royalty
interests  comprised of  approximately  875,000  acres  located in the states of
Alabama,  Mississippi and Louisiana for $13.0 million. As

                                      28
<PAGE>
additional contingent consideration, the Company has the right to receive 10% of
the net  profits  generated  from the  properties  after  payout.  The net daily
production attributable to these assets was approximately 350 BOE. Proceeds from
the sale were used to reduce bank debt. See Note 6.

     During 1998, the Company  received a $0.7 million  pre-tax payment from SFC
as  stipulated  under the  Minimum  EBITDA  provision  of the July 31, 1997 sale
agreement.

     Effective May 22, 1998,  Howell  Petroleum  Corporation  ("HPC"),  a wholly
owned subsidiary of Howell Corporation,  entered into a Settlement Agreement and
Release  with Amoco  Production  Company  ("Amoco")  and Snyder Oil  Corporation
whereby the parties agreed to settle the litigation that was pending among them.
Under the terms of the  settlement,  HPC agreed to  relinquish  its  contractual
rights to purchase  that portion of the Amoco  Wyoming  package  relating to the
Beaver Creek Unit and the associated  facilities.  In addition,  Amoco agreed to
sell to HPC an approximate  31% working  interest in the Higgins Unit located in
Sweetwater  County,  Wyoming,  and a 1.95% overriding  royalty interest covering
over 78,000 acres in the Natural  Buttes Field located in Uintah  County,  Utah.
The purchase price for these predominately gas properties was $11 million. HPC's
in-house  petroleum  engineers  estimated  total  proved  reserves  of 8.1  BCFE
attributable to these  properties.  Net daily production from the properties was
approximately  1.8 MMCF of natural gas with a  projected  reserves-to-production
index of 12 years.  The operating  results of the assets  acquired from Amoco in
this  transaction  have been included in the Company's  Statements of Operations
since  May  22,  1998.  Pro  forma   information  is  not  required  because  of
materiality.

1997
----
     On December 18, 1997, the Company  purchased  certain oil and gas producing
properties ("Package") in Wyoming from Amoco, a subsidiary of Amoco Corporation,
for approximately  $115.4 million,  subject to purchase price  adjustments.  The
effective  date of the  acquisition  was  December  1,  1997.  The  Package  was
accounted for using the purchase  method of  accounting,  and  accordingly,  the
purchase  price was  allocated to the assets  acquired  based on estimated  fair
values at the date of acquisition. The operating results of the Package acquired
from Amoco have been  included in the Company's  Statement of  Operations  since
December  18,  1997.  The pro forma  information  shown below  assumes  that the
effective date of the  acquisition  was January 1, 1997.  Adjustments  have been
made to reflect  changes  in the  Company's  results  from  revenues  and direct
operating expenses of the producing  properties acquired from Amoco,  additional
interest  expense  to  reflect  the  acquisition,  depreciation,  depletion  and
amortization  based on fair values assigned to the assets acquired,  and general
and  administrative  expenses  incurred from hiring  additional  employees.  The
unaudited pro forma  financial data is not  necessarily  indicative of financial
results  that would have  occurred  had the  acquisition  occurred on January 1,
1997, and should not be viewed as indicative of operations in future periods.
<TABLE>
<CAPTION>

                                                      Pro Forma
                                                      Unaudited
                                             Year Ended December 31, 1997
                                             ----------------------------
                                        (In thousands, except per share data)

<S>                                                   <C>
      Revenues ....................................   $ 88,394
      Net earnings from continuing operations .....   $ 12,787
      Net earnings from continuing operations per
        common share - basic ......................   $   2.02
      Net income from continuing operations per
        common share - diluted ....................   $   1.72
</TABLE>

     The acquisition was financed with bank debt.  See Note 6.

     On October 1, 1997, the Company acquired Voyager Energy Corp.  ("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
Company in the merger represented in the aggregate  approximately 6.5 percent of
the Company's common stock outstanding  after the transaction.  The value of the
shares was $4.6 million.  The shares were distributed as a non-cash  transaction
and, as such, are not reflected in the Consolidated Statements of Cash Flows for
the year ended December 31, 1997. The Company assumed approximately $1.3 million
in Voyager indebtedness as a result of the merger.

     On July 31,  1997,  the  Company  completed  the sale  and  disposition  of
substantially  all of the assets of its Technical Fuels and Chemical  Processing
business to SFC.

                                      29
<PAGE>
     In connection with the transaction,  SFC received a license to use the name
"Howell  Hydrocarbons & Chemicals"  for a five-year  period after closing and it
assumed certain obligations of Seller and the Company. The Company agreed not to
engage  (directly  or  through  affiliates)  in  any  competing  business  for a
five-year period after the closing.

     The sale  resulted in a pre-tax gain of $0.4  million.  The proceeds of the
sale were  used by the  Company  to  reduce  its  outstanding  indebtedness.  In
connection with the sale, the Company has given and received  environmental  and
other  indemnities.  Claims  could  arise in the future  that would  require the
Company to perform under those indemnities.

     In consideration for the assets sold to SFC, 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 for working  capital
items. The Company was entitled to receive an additional payment equal to 55% of
the amount by which SFC's EBITDA, for a period of five years,  exceeded specific
target levels for each year.

     The results of the Technical  Fuels and Chemical  Processing  business have
been  classified as  discontinued  operations in the  accompanying  consolidated
financial  statements.  Discontinued  operations also includes the allocation of
$0.1 million of interest expense (based on a ratio of net assets of discontinued
operations to total consolidated net assets) for 1997.

Note 3.  Income Taxes

     A summary of the  provision  for income  taxes  (benefit)  from  operations
included in the Consolidated Statements of Operations is as follows:
<TABLE>
<CAPTION>

                                                     Year Ended December 31,
                                                  ----------------------------
                                                     1999      1998     1997
                                                     ----      ----     ----
                                                          (In thousands)
<S>                                               <C>       <C>        <C>
     Current:
       Federal................................    $     -   $      -   $  285
       State..................................         93       (119)      81
     Deferred.................................      2,548    (36,351)     790
                                                  --------  ---------  -------
     Income taxes from continuing operations..      2,641    (36,470)   1,156
     Income taxes from discontinued
       operations.............................     (3,950)       483      704
     Income taxes from sale of discontinued
       operations.............................          -          -      126
                                                  --------  ---------  -------
                                                  $(1,309)  $(35,987)  $1,986
                                                  ========  =========  =======
</TABLE>

     Deferred  income taxes are provided on all  temporary  differences  between
financial and taxable income.  The  approximate tax effects of each  significant
type of temporary difference and carryforward were as follows:
<TABLE>
<CAPTION>

                                                Year Ended December 31,
                                                -----------------------
                                                    1999       1998
                                                    ----       ----
                                                    (In thousands)
<S>                                               <C>        <C>
Accrual of costs not deductible for tax.........  $    55    $    53
Difference between book and tax bases
  in investment in Genesis .....................    1,972          -
Net operating loss carryforward ................        -      7,477
                                                  --------   --------
  Net current deferred tax assets ..............  $ 2,027    $ 7,530
                                                  ========   ========

Accrual of costs not deductible for tax.........  $   381    $   736
Differences between book and tax bases .........        -     (1,360)
Differences between book and tax bases
  of property, plant and equipment .............    2,541     (3,498)

Alternative minimum tax credit
  carryforwards ................................    1,265        895
Valuation allowance ............................     (587)      (895)
                                                  --------   --------
  Net non-current deferred assets
    (liabilities) ..............................  $ 3,600    $(4,122)
                                                  ========   ========
</TABLE>
                                      30
<PAGE>
     The  following  table  accounts for the  difference  between the actual tax
provision and the amounts  obtained by applying the  applicable  statutory  U.S.
federal income tax rate to the earnings from continuing operations before income
taxes:
<TABLE>
<CAPTION>
                                                  Year Ended December 31,
                                               -----------------------------
                                                 1999       1998      1997
                                                 ----       ----      ----
                                                       (In thousands)
<S>                                            <C>       <C>        <C>
Provision for income taxes at the
  statutory rate.............................  $ 2,548   $(35,505)  $ 1,347
Statutory depletion in excess of cost
  basis......................................        -          -      (278)
State income taxes...........................       93       (119)       81
Other........................................        -       (846)        6
                                               --------  ---------  --------
                                               $ 2,641   $(36,470)  $ 1,156
                                               ========  =========  ========
</TABLE>

     As of December 31, 1999,  the Company had no operating  loss  carryforwards
for federal income tax purposes.

Note 4.  Discontinued Operations

     The  following  table  presents  the  detail  of  net  (loss)  income  from
discontinued   operations  as  presented  on  the  Consolidated   Statements  of
Operations:
<TABLE>
<CAPTION>

                                                  Year Ended December  31,
                                               ------------------------------
                                                 1999       1998      1997
                                                 ----       ----      ----
                                                       (in thousands)
<S>                                            <C>        <C>        <C>
Discontinued operations:
  Net (loss) earnings of Genesis (less
    applicable income taxes of $(4,702),
    $133 and $316 for 1999, 1998 and
    1997, respectively)......................  $(9,129)   $   257    $   421
  Net earnings from Howell Hydrocarbons
    (less applicable income taxes of
    $752, $350 and $388 for 1999, 1998
    and 1997, respectively)..................    1,284        266        528
  Gain on sale of Howell Hydrocarbons
    (less applicable income
    taxes of $126 for 1997)..................        -          -        245
                                               --------   --------   --------
Net (loss) earnings from discontinued
  operations.................................  $(7,845)   $   523    $ 1,194
                                               ========   ========   ========
</TABLE>
     See Notes 2 and 5.

Note 5.  Investment in Genesis

     On December 1, 1996,  the Company  conveyed  the assets and business of its
crude oil gathering and marketing  operations and pipeline operations to Genesis
Crude Oil, L.P., a Delaware limited partnership ("GCO"). Howell received cash of
approximately $74 million and 991,300 subordinated limited partner units of GCO.
Additionally,  the Company  received 46% of Genesis Energy,  L.L.C.,  a Delaware
limited  liability  company  ("LLC") which is the General Partner of GCO. Howell
recognized a gain of approximately $13.8 million.

     A subsidiary of Salomon Smith Barney Holdings Inc. ("SSB") conveyed similar
assets to GCO. SSB owns 54% of LLC.  SSB is  obligated  to provide  distribution
support to GCO should GCO have  inadequate  funds to make the minimum  quarterly
distribution  to its common unit holders.  SSB receives  additional  partnership
interests  ("APIs") to the extent it funds this obligation.  Howell is obligated
to purchase from SSB 46% of any outstanding  APIs, but only to the extent of any
distribution  made to Howell by GCO on  Howell's  subordinated  limited  partner
units.

     Howell retained all liabilities arising from the operations, activities and
transactions  of the  business up through the closing  date,  including  various
environmental-related  liabilities.  Howell  made  various  representations  and
warranties as to itself and the business and has agreed to indemnify GCO for any
breaches  thereof.  Claims for breaches of such  representations  and warranties
must be brought  before  December 3, 2001.  Howell  also agreed to perform,  and
retain the  liability  for, the  cleaning of certain  tanks used in the pipeline
operations which was completed in 1997.

                                      31
<PAGE>
     On the closing date, Howell entered into various  agreements with the buyer
including (a) a non-competition agreement prohibiting Howell from competing with
the Business for a period of ten years; (b) an agreement relating to the sale of
crude oil by Howell from its oil and gas  exploration  and production  business;
and (c) an agreement whereby one-half of the subordinated  limited partner units
owned by Howell  were  pledged  to secure  Howell's  indemnification  of GCO for
environmental liabilities.

     Summarized  financial  information for GCO for the years ended December 31,
1999 and 1998, is as follows:
<TABLE>
<CAPTION>

                                                  1999        1998
                                                  ----        ----
                                                   (In thousands)
<S>                                           <C>          <C>
      Revenues............................... $2,161,012   $2,233,475
      Net income............................. $    2,915   $    8,819
      Current assets......................... $  274,712   $  185,211
      Property & equipment, net.............. $   90,805   $   95,083
      Total assets........................... $  380,587   $  297,168
      Current liabilities.................... $  272,677   $  183,233
      Partners' capital...................... $   84,110   $   98,135
</TABLE>

     The financial results of GCO have recently  deteriorated even as the market
has returned to what has historically  been a more favorable price  environment.
For each of the last three  quarters of 1999,  SSB has had to perform  under its
distribution  support  agreement.  While there are no arrearages with respect to
the  common  units,  GCO has  never  made a  distribution  with  respect  to the
subordinated  units held by Howell and SSB. The Company now believes  that it is
more likely than not that  distributions  will never be paid on the subordinated
units.

     With  only a  minority  interest  in LLC,  Howell is not in a  position  to
substantially influence management of GCO. Accordingly,  the Company has decided
to  dispose  of its  interests  in GCO and LLC.  The  Company  has  recorded  an
impairment  charge  of $13.5  million  (pre-tax)  to the  carrying  value of its
investment  and  classified  its  operations as  discontinued.  During 1999, the
investment in Genesis  incurred a pre-tax loss of $13.8  million  primarily as a
result  of  the  impairment  charge.  The  loss  is  reflected  in  Discontinued
Operations. See Note 4.

     On  February  28,  2000,  the  Company  entered  into a  Purchase  and Sale
Agreement to sell its 46% interest in L.L.C. to SSB for $3 million. The proceeds
from the sale  will be used to  reduce  debt.  The  Company  does not  expect to
receive any proceeds for its subordinated  units in GCO. No gain or loss will be
recognized on the sale.

Note 6.  Debt and Available Credit Facilities

     Debt of the Company as of December 31, 1999 and 1998, was as follows:
<TABLE>
<CAPTION>

                                                   1999        1998
                                                   ----        ----
                                                    (In thousands)
<S>                                              <C>         <C>
Note payable under a $100 million revolving
  credit/term loan agreement at December 31,
  1999 and $127 million at December 31, 1998.... $ 82,000    $124,000
Less:  Current maturities.......................        -      22,000
                                                 --------    --------
Balance, due 2002............................... $ 82,000    $102,000
                                                 ========    ========
</TABLE>


     The Company entered into an Amended and Restated Credit Agreement effective
December 1, 1998 ("Credit  Facility").  The Credit  Facility is comprised of two
tranches.  Tranche A is a revolving  credit facility with a termination  date no
later than December 15, 2002. The Borrowing Base under Tranche A is $100 million
and is  redetermined  semi-annually  by the bank.  Availability  can be affected
dramatically  based upon the  volatility  of oil and gas prices.  Tranche B is a
term loan  which was repaid in March  1999.  The  Company  was  required  to pay
commitment fees on the unused portion of Tranche A at a rate of 0.375% per annum
while Tranche B was outstanding.  After Tranche B was repaid, the commitment fee
became based upon the Borrowing Base Utilization at a rate of 0.25% per annum if
25% or less of the borrowing base is used,  0.30% if more than 25% and less than
or equal to 75% is used, and 0.375% if more than 75% is used.

     Outstanding  amounts  under  the  Credit  Facility  bear  interest,  at the
Company's option, at either the Eurodollar Loan rate ("Libor") per annum, or the
Base  Rate  (prime),  plus the  Applicable  Margin.  The  Applicable  Margin  is
determined by the Borrowing Base Utilization  Percentage.  As a result, interest
rates range from as low

                                      32
<PAGE>
as Libor plus  1.50% or the Base Rate plus .00% if 25% or less of the  borrowing
base is used,  to as high as Libor  plus  2.50% or the Base  Rate  plus  .75% if
greater than 90% of the borrowing base is used.

     The Credit  Facility is secured by  mortgages on  substantially  all of the
Company's oil and gas  properties.  The Credit Facility  contains  certain other
affirmative and negative covenants,  including limitations on the ability of the
Company to incur  additional  debt, sell assets,  merge or  consolidate,  or pay
dividends on its capital in excess of  historical  levels and a  prohibition  on
change of control or management.  In addition,  the Credit Facility requires the
Company to maintain a ratio of current assets plus Tranche A borrowing  capacity
to current  liabilities,  excluding current  maturities of long-term debt, of at
least 1.0 to 1.0 and an interest coverage ratio of not less than 1.5 to 1.0 on a
rolling four quarter  basis  through June 30, 1999,  and  beginning in the third
quarter  of 1999 and  thereafter,  of not less than 2.5 to 1.0 at the end of any
fiscal quarter.

     The Company  reduced  debt,  including the repayment of Tranche B, by $42.0
million during 1999 as a result of the sale of non-integral properties for $28.7
million, a tax refund of $5.7 million, the buyout by SFC of its remaining excess
EBITDA  payments  for $2.0  million,  and  other  cash  provided  by  continuing
operations of $5.6 million.

     As of December 31, 1999, $82.0 million was outstanding on Tranche A and the
interest rate was 9% per annum.

     At December 31,  1999,  the Company had cash and cash  equivalents  of $2.1
million,  and $17.8 million available to it under the Credit Facility.  Should a
decline in the value of the  Company's  proved  reserves  occur,  the bank could
reduce the borrowing base,  thereby causing mandatory  payments under the Credit
Facility.

     The fair value of the  Company's  long-term  debt at December  31, 1999 and
1998,  was  estimated to be the same as its carrying  value in the balance sheet
since all significant debt obligations bear interest at floating market rates.

Note 7.  Shareholders' Equity

     Preferred stock

     At  December  31,  1999 and  1998,  the  Company  had  3,000,000  shares of
preferred stock authorized.

     In April 1993, the Company completed a public offering of 690,000 shares of
$3.50  convertible  preferred stock. The offering was priced at $50 per share to
yield 7%. The convertible  preferred  stock is convertible  into common stock of
the Company at the option of the holder, at any time, at a conversion rate equal
to, approximately,  3.03 common shares for each preferred share, with fractional
shares  paid in cash.  The  Company  has the  option to redeem  the  convertible
preferred stock at a declining premium redemption price beginning in 1996.

     Dividends on the convertible preferred stock are to be paid quarterly. Such
dividends  accrue and are  cumulative.  Holders of the  preferred  stock have no
voting rights except on matters affecting the rights of preferred  shareholders.
If at  any  time  the  equivalent  of six  quarterly  dividends  payable  on the
preferred  stock are accrued  and unpaid,  the  preferred  shareholders  will be
entitled to elect two additional  directors to the Company's Board of Directors.
The Company is current in the payment of preferred dividends.

     Common stock

     At December 31, 1999 and 1998, the Company had 50,000,000  shares of common
stock authorized.

     Employee stock options

     The  Company  maintains  nonqualified  stock  option  plans  that allow the
Company to grant stock options and other forms of equity-based incentives to the
Company's executives,  key employees, and non-employee directors.  Stock options
may be granted for periods up to 10 years and are  generally  subject to vesting
over a period up to four  years.  At  December  31,  1999,  504,250  shares were
available for future option grants.

                                      33
<PAGE>
     Stock  option  activity for the Company  during 1999,  1998 and 1997 was as
follows:
<TABLE>
<CAPTION>

                                    1999                 1998                 1997
                            --------------------  -------------------  -------------------
                                       Weighted              Weighted             Weighted
                                       Average               Average              Average
                              Number   Exercise     Number   Exercise    Number   Exercise
                            of Shares   Price     of Shares   Price    of Shares   Price
                            ---------  --------   ---------  --------  ---------  --------

<S>                         <C>         <C>       <C>         <C>      <C>         <C>
Stock options outstanding,
  beginning of year .......  948,165    $13.06    936,030     $12.91    431,914    $11.24
  Granted..................  173,000    $ 2.81     33,250     $16.50    721,380    $13.37
  Exercised................        -               (7,140)    $ 8.88   (164,808)   $10.76
  Expired..................        -                    -                    -
  Forfeited................ (586,339)             (13,975)              (52,456)
                            ---------             --------             ---------
Stock options outstanding,
  end of year..............  534,826    $ 9.84    948,165     $13.06    936,030    $12.91
                            =========             ========             =========
</TABLE>

     At December 31,  1999,  options were  exercisable  for 274,439  shares at a
weighted  average  exercise  price of $12.68.  The range of  exercise  prices on
outstanding  options at December 31, 1999,  was $2.13 to $18.75.  The  remaining
contractual life of these options was approximately 8.5 years.

     The following pro forma  summary of the Company's  consolidated  results of
operations  have been  prepared as if the fair value based method of  accounting
for stock based compensation had been applied:

<TABLE>
<CAPTION>

                                                  1999           1998         1997
                                                  ----           ----         ----

<S>                                          <C>           <C>            <C>
    Net (loss) earnings..................    $(2,900,000)  $(67,553,000)  $4,081,000
    Fair value adjustment................       (742,332)      (770,000)    (482,000)
                                             ------------  -------------  -----------
    Pro Forma net (loss) earnings........    $(3,642,332)  $(68,323,000)  $3,599,000
                                             ============  =============  ===========

    (Loss)  earnings  per share as
      reported - basic...................    $     (0.97)  $     (12.79)  $     0.32
                                             ============  =============  ===========
    Pro Forma (loss)  earnings per
      share - basic......................    $     (1.11)  $     (12.93)  $     0.23
                                             ============  =============  ===========
    (Loss)  earnings  per share as
      reported - diluted.................    $     (0.96)  $     (12.79)  $     0.31
                                             ============  =============  ===========
    Pro Forma (loss)  earnings per
      share - diluted....................    $     (1.09)  $     (12.93)  $     0.22
                                             ============  =============  ===========
</TABLE>

     The weighted  average fair value of options  granted during 1999,  1998 and
1997 was $3.12, $7.94 and $5.46, respectively.

     Fair  value  of the  options  estimated  at  the  date  of  grant  using  a
Black-Scholes   option  pricing  model  with  the  following   weighted  average
assumptions for 1999, 1998 and 1997 were as follows:
<TABLE>
<CAPTION>

                                                  1999           1998         1997
                                                  ----           ----         ----
<S>                                             <C>            <C>          <C>
      Weighted average expected life:            8.5 years      8.5 years    8.5 years
      Volatility factor:                        51.97%         42.33%       24.38%
      Dividend yield:                            3.06%          1.00%        1.00%
      Weighted average risk free interest rate:  5.45%          3.64%        6.19%
</TABLE>

   Note 8.  Litigation

     There are various  lawsuits and claims  arising in the  ordinary  course of
business against the Company, none of which, in the opinion of management,  will
have a material adverse effect on the Company.

Note 9.  Commitments and Contingencies

     The  Company  is subject to  various  environmental  regulations  and laws.
Procedures  exist  within  the  Company  to  monitor  compliance  and assess the
potential  environmental exposure of the Company.  Management believes that such
exposure  is not  materially  adverse  to its  financial  position,  results  of
operations or cash flows of the Company.

                                      34
<PAGE>
     The Company has indemnified Exxon for certain environmental claims that may
be made in the future  attributable  to the time when Exxon  owned the crude oil
pipelines that the Company acquired from Exxon. In 1996, the crude oil pipelines
were conveyed to GCO. The Company,  however,  retained liability under the Exxon
indemnification  and for certain  other  potential  environmental  claims  which
management  believes will not have a material impact on the financial  position,
results of operations or cash flows of the Company. See Note 5.

     In 1997,  the  Channelview  facility was sold to SFC. The Company  retained
liability  for certain  environmental  claims for a period of five years,  which
management  believes will not have a material impact on the financial  position,
results of operations or cash flows of the Company.

     The Company has  indemnified  Amoco for all third party  claims  other than
those for which  Amoco is  obligated  to  indemnify  the Company  regardless  of
whether  the claims  relate to  periods  of time prior to or after the  closing.
Management  does not believe that  liabilities  arising from this indemnity will
have a material impact on the financial position,  results of operations or cash
flows of 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 on up to 4,000 barrels per day
of sweet crude oil  production  net to the Company's  interest from the acquired
Salt Creek field.  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. The prices paid to the Company under
these calls, have fluctuated based on market conditions.

     The Company  occupies office and operational  facilities and uses equipment
under operating lease  arrangements.  Expense of these arrangements  amounted to
$485,000 in 1999,  $425,000 in 1998, and $425,000 in 1997. At December 31, 1999,
long-term   commitments   for  lease  of  facilities   and   equipment   totaled
approximately  $3,556,000,  consisting  of $672,000  for each year 2000  through
2003, and $868,000 thereafter.

                                      35
<PAGE>
Note 10.  Determination of Earnings per Incremental Share

     The following  tables  present the  reconciliation  of the  numerators  and
denominators in calculating  diluted  earnings per share ("EPS") from continuing
operations in accordance  with Statement of Financial  Accounting  Standards No.
128.

1999
----
<TABLE>
<CAPTION>

                                                             Increase
                                                                in       Earnings
                                               Increase       Number        per
                                                  in            of      Incremental
                                                Income        Shares       Share
                                              -----------    ---------  -----------
<S>                                           <C>            <C>            <C>
Options......................................           -       81,830          -
Dividends on convertible preferred stock..... $ 2,415,000    2,090,909      $1.16
</TABLE>
<TABLE>
<CAPTION>



             Computation of Diluted Earnings per Share

                                                Income
                                               Available
                                                 from
                                              Continuing      Common        Per
                                              Operations      Shares       Share
                                              -----------    ---------   ---------
<S>                                           <C>            <C>         <C>          <C>
                                              $ 2,530,000    5,471,782      $0.46
Common stock options.........................           -       81,830          -
                                              -----------    ---------   ---------
                                              $ 2,530,000    5,553,612      $0.46     Dilutive

Dividends on convertible preferred stock..... $ 2,415,000    2,090,909         -
                                              -----------    ---------   ---------
                                              $ 4,945,000    7,644,521      $0.65     Antidilutive
                                              ===========    =========   =========
</TABLE>

     Note: Because diluted EPS from continuing  operations  increases from $0.46
to $0.65 when  convertible  preferred  shares are  included in the  computation,
those  convertible  preferred  shares are  antidilutive  and are  ignored in the
computation of diluted EPS from continuing  operations.  Therefore,  diluted EPS
from continuing operations is reported as $0.46.

1998
----
<TABLE>
<CAPTION>

                                                             Increase
                                                                in       Earnings
                                               Increase       Number        per
                                                  in            of      Incremental
                                                Income        Shares       Share
                                              -----------    ---------  -----------
<S>                                           <C>            <C>            <C>
Options......................................           -       42,456          -
Dividends on convertible preferred stock..... $ 2,415,000    2,090,909      $1.16
</TABLE>
<TABLE>
<CAPTION>


             Computation of Diluted Earnings per Share

                                                  Loss
                                                  from
                                               Continuing     Common        Per
                                               Operations     Shares       Share
                                             -------------   ---------   ---------

<S>                                          <C>             <C>         <C>          <C>
                                             $(70,491,000)   5,470,021    $(12.89)
Common stock options.......................             -       42,456          -
                                             -------------   ---------   ---------
                                             $(70,491,000)   5,512,477    $(12.79)    Antidilutive

Dividends on convertible preferred stock...  $  2,415,000    2,090,909          -
                                             -------------   ---------   ---------
                                             $(68,076,000)   7,603,386    $ (8.95)    Antidilutive
                                             =============   =========   =========
</TABLE>

     Note:  Because  diluted  EPS  from  continuing  operations  increases  from
$(12.89) to $(12.79) when common stock  options are included in the  computation
and because  diluted EPS  increases  from  $(12.79) to $(8.95) when  convertible
preferred shares are included in the computation, those common stock options and
convertible preferred shares are antidilutive and are ignored in the computation
of  diluted  EPS  from  continuing  operations.   Therefore,  diluted  EPS  from
continuing operations is reported as $(12.89).

                                      36
<PAGE>
1997
----
<TABLE>
<CAPTION>

                                                             Increase
                                                                in       Earnings
                                               Increase       Number        per
                                                  in            of      Incremental
                                                Income        Shares       Share
                                              -----------    ---------  -----------
<S>                                           <C>            <C>            <C>
Options......................................           -      212,556          -
Dividends on convertible preferred stock..... $ 2,415,000    2,090,909      $1.16
</TABLE>
<TABLE>
<CAPTION>


             Computation of Diluted Earnings per Share

                                                Income
                                               Available
                                                 from
                                              Continuing      Common         Per
                                              Operations      Shares        Share
                                              -----------    ---------   ---------
<S>                                           <C>            <C>         <C>          <C>
                                              $  472,000     5,142,558      $0.09
Common stock options.........................          -       212,556          -
                                              -----------    ---------   ---------
                                              $  472,000     5,355,114      $0.09     Dilutive

Dividends on convertible preferred stock..... $2,415,000     2,090,909          -
                                              -----------    ---------   ---------
                                              $2,887,000     7,446,023      $0.39     Antidilutive
                                              ===========    =========   =========
</TABLE>

     Note: Because diluted EPS from continuing  operations  increases from $0.09
to $0.39 when  convertible  preferred  shares are  included in the  computation,
those  convertible  preferred  shares are  antidilutive  and are  ignored in the
computation of diluted EPS from continuing  operations.  Therefore,  diluted EPS
from continuing operations is reported as $0.09.

                                      37
<PAGE>
                HOWELL CORPORATION AND SUBSIDIARIES

                             Form 10-K
                         Index to Exhibits

Exhibits not  incorporated  herein by reference to a prior filing are designated
by an asterisk (*) and are filed herewith.  Exhibits designated by two asterisks
(**) are incorporated herein by reference to the Company's Form S-1 Registration
Statement, registration No. 33-59338, filed on March 10, 1993.

Exhibit
Number  Description
------  -----------
2.1     Agreement  and Plan of Merger  dated  August 22, 1997 by  and  among the
        Company,  Howell  Acquisition  Corp.  and Voyager Energy Corp. (filed as
        an  exhibit  to  the  Company's  Report on  Form 10-K for the year ended
        December 31, 1998).

2.2     Asset  Purchase  Agreement  dated  July  31,  1997 by and  among  Howell
        Hydrocarbons  &  Chemicals,  Inc.,  the  Company and  Specified  Fuels &
        Chemicals,  L.L.C. -  incorporated  by reference from Exhibit 2.1 of the
        Company's Current Report on Form 8-K dated August 11, 1997.

2.3     Purchase and Sale  Agreement  dated  November 20, 1997,  between  Howell
        Petroleum  Corporation  and  Amoco  Production  Company-incorporated  by
        reference  from Exhibit 2 of the  Company's  Current  Report on Form 8-K
        dated January 2, 1998.

2.4     Sale Agreement dated March 18, 1999 between Howell Petroleum Corporation
        and Marathon Oil Company  incorporated by reference from Exhibit 99.1 of
        the Company's Current Report on Form 8-K dated March 30, 1999.

3.1**  Certificate of Incorporation, as amended, of the Company.

3.1(a)  Certificate  of Amendment to the  Certificate  of  Incorporation  of the
        Company  (filed as an exhibit to the  Company's  Report on Form 10-Q for
        the quarterly period ended June 30, 1994).

3.2**   By-laws of the Company.

10.1**  Howell Corporation 1988 Stock Option Plan.

10.2**  First  Amendment  to  the  Howell  Corporation  1988  Stock Option Plan.

10.3**  Second  Amendment  to the  Howell  Corporation  1988  Stock Option Plan.

10.4**  Form of Stock Option Agreement.

10.5    Third Amendment to the Howell Corporation Stock Option Plan (filed as an
        Exhibit to the Company's  Report on Form 10-Q for the  quarterly  period
        ended June 30, 1994).

10.6**  Form of  Indemnity  Agreement  by and  between the  Company  and each of
        its directors and executive officers.

10.7    Amended and  Restated  Credit  Agreement  dated  December 1, 1998 by and
        among Howell  Petroleum  Corporation  as  Borrower,  Bank of Montreal as
        Agent, Nationsbank, N.A. as Syndication Agent, Union Bank of California,
        N.A., as Documentation Agent and the lenders signatory thereto (filed as
        an  exhibit  to the  Company's  Report on Form  10-K for the year  ended
        December 31, 1998).

10.13** Split Dollar Life Insurance Agreement dated January 27, 1990, between
        the  Company,  Steven K.  Howell,  Douglas W.  Howell,  David L. Howell,
        Bradley N.  Howell  and  Charles  W.  Hall,  Trustee of the Howell  1990
        Children's Trusts.

10.14** Deferred Compensation and Salary Continuation  Agreement  dated  January
        23, 1990, by and between the Company and Paul N. Howell.

10.15** United  States  of  America  Department of  Energy  Economic  Regulatory
        Administration Consent Order with the Company  dated as of  February 23,
        1989.

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<PAGE>
Exhibit
Number  Description
------  -----------
10.16** Letter from the  Department of Energy to the Company dated September 10,
        1992, modifying the terms of the Consent Order.

10.19** United  States  Department of the  Interior  Bureau of  Land  Management
        Oil and Gas Lease of Submerged Lands under the Outer  Continental  Shelf
        Land  Act by and  between  the  United  States  of  America  and  Howell
        Petroleum Corporation effective as of December 1, 1981.

10.20** United  States  Department of the  Interior Minerals  Management Service
        Oil and Gas Lease of Submerged Lands under the Outer  Continental  Shelf
        Lands  Act by and  between  the  United  States  of  America  and  Total
        Petroleum, Inc., effective as of July 1, 1983.

10.21** Assignment,  Bill of  Sale and conveyance  by  Total Petroleum, Inc., as
        assignor, to Oil Acquisitions, Inc., dated January 19, 1989.

10.22** Unit  Operating  Agreement 7300'  Sand Unit, Blocks 64 and 65  Main Pass
        Area,  Offshore  Plaquemines  Parish,  Louisiana,  by and  among  Howell
        Petroleum   Corporation,   Oil   Acquisitions,   Inc.,  Woods  Petroleum
        Corporation,  BHP Petroleum  (Americas)  Inc. and  Challenger  Minerals,
        Inc., dated as of March 1, 1990.

10.23** Unit  Agreement for  Outer Continental Shelf Development and  Production
        Operations  on the 7300'  Sand Unit,  Blocks 64 and 65,  Main Pass Area,
        Offshore  Plaquemines Parish,  Louisiana,  by and among Howell Petroleum
        Corporation,  Oil Acquisitions,  Inc., Woods Petroleum Corporation,  BHP
        Petroleum  (Americas) Inc. and Challenger  Minerals,  Inc.,  dated as of
        April 19, 1990.

10.24** Processing  Agreement by  and  between Howell Petroleum  Corporation and
        Exxon Company, U.S.A., effective as of August 1, 1988.

10.25   Purchase and Sale Agreement between Federal  Intermediate Credit Bank of
        Jackson  and Howell  Petroleum  Corporation  (filed as an exhibit to the
        Company's  Report on Form 10-Q for the  quarterly  period ended June 30,
        1993).

10.26   Lease Agreement by and between Texas Commerce Bank National  Association
        and  Howell  Corporation  dated as of  December  13,  1993  (filed as an
        exhibit to the Company's Report on Form 10-K for the year ended December
        31, 1993).

10.27   First  Amendment to Lease  Agreement by and between Texas  Commerce Bank
        National  Association and Howell Corporation  effective as of October 5,
        1995 (filed as an exhibit to the  Company's  Report on Form 10-K for the
        year ended December 31, 1995).

10.28   Second  Amendment to Lease Agreement by and between Texas Commerce Bank
        National Association  and Howell  Corporation  effective  as of November
        21, 1995 (filed as an exhibit to the  Company's  Report on Form 10-K for
        the year ended December 31, 1995).

10.29   Howell  Corporation 1997  Nonqualified  Stock  Option Plan  incorporated
        by reference from Exhibit 10.1 of the Company's  Registration  Statement
        on Form S-8 dated June 12, 1997.

10.30   Consent  Statement to approve the  acquisition  of Voyager  Energy Corp.
        and approve the increase of authorized Common Stock shares  incorporated
        by reference to the  Company's Proxy dated September 2, 1997.

10.31*  Howell Corporation Omnibus Stock Awards and Incentive Plan.

10.32*  Howell  Corporation  Nonqualified  Stock  Option  Plan  for Non-Employee
        Directors.

21 *    Subsidiaries of the Company.

23 *    Consent of Deloitte & Touche LLP.

27 *    Financial Data Schedule.

                                      39