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





                                    FORM 10-Q



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

                For the quarterly period ended September 30, 1995

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

                          Commission File Number 1-8704


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


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


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


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

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

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

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


                Class                   Outstanding at November 1, 1995
     -----------------------------      -------------------------------
     Common Stock, $1.00 par value                4,932,046

                          This report contains 13 pages
<PAGE>
                       HOWELL CORPORATION AND SUBSIDIARIES

                                    Form 10-Q
                                        
                                      INDEX



                                                                      Page No.
                                                                      --------
PART  I.  FINANCIAL INFORMATION

Item 1.   Consolidated Statements of Earnings --
       Three and nine months ended September 30, 1995 and 1994             3

     Consolidated Balance Sheets --
       September 30, 1995 and December 31, 1994                            4

     Consolidated Statements of Cash Flows --
       Nine months ended September 30, 1995 and 1994                       5

     Notes to Consolidated Financial Statements                            6

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


PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings                                                12

Item 6.   Exhibits and Reports on Form 8-K                                 13
<PAGE>
                         PART I.  FINANCIAL INFORMATION
                                    (ITEM 1)



<TABLE>
                  CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)
                       Howell Corporation and Subsidiaries

                                                       Three Months Ended  Nine Months Ended
                                                            September 30,    September 30,
                                                          1995      1994      1995    1994
                                                          ----      ----      ----    ----

                                                                 (In thousands, except
                                                                    per share amounts)

<S>                                                    <C>       <C>       <C>       <C>
Revenues                                               $172,972  $120,530  $494,256  $317,217
Cost and expenses:
     Products including operating expenses              165,955   115,951   474,522   304,315
     Selling, general and administrative expenses         3,077     2,729     9,019     8,220
                                                       --------  --------  --------  --------
                                                        169,032   118,680   483,541   312,535
                                                       --------  --------  --------  --------
Other income (expense):
     Interest expense                                    (2,134)     (578)   (5,029)   (1,622)
     Interest income                                         40        11       152        42
     Other-net                                             (134)       26      (121)       42
                                                       --------  --------  --------  --------
                                                          2,228      (541)    4,998    (1,538)
                                                       --------  --------  --------  --------
Earnings before income taxes                              1,712     1,309     5,717     3,144
Provision for income taxes                                  627       433     2,043     1,011
                                                       --------  --------  --------  --------
Net earnings                                           $  1,085  $    876   $ 3,674   $ 2,133
                                                       ========  ========  ========  ========

Net earnings per common share                          $    .10  $    .06  $    .38   $   .07
                                                       ========  ========  ========  ========

Cash dividends per common share                        $    .04  $    .04  $    .12   $   .12
                                                       ========  ========  ========  ========

See accompanying Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
                      CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                        Howell Corporation and Subsidiaries

                                                    September 30, December 31,
                                                        1995         1994
                                                        ----         ----
                                                         (In thousands)
     Assets
Current assets:
     Cash and cash equivalents                       $    6,194  $    3,340
     Trade accounts receivable, less allowance for
        doubtful accounts of $217,000 in 1995 and
        $214,000 in 1994                                 60,353      48,432
     Inventories                                          3,304       2,655
     Other current assets                                 2,390       1,520
                                                     ----------  ----------
          Total current assets                           72,241      55,947
                                                     ----------  ----------

Property, plant and equipment:
     Oil and gas properties, utilizing the full-cost
        method of accounting                            278,737     264,430
     Mineral fee interests                               18,188      18,200
     Other                                              104,614      34,837
     Less accumulated depreciation, depletion
        and amortization                               (205,083)   (192,694)
                                                     ----------  ----------
          Net property and equipment                    196,456     124,773
                                                     ----------  ----------
Other assets                                                784       1,720
                                                     ----------  ----------
          Total assets                               $  269,481  $  182,440
                                                     ==========  ==========

     Liabilities and Shareholders' Equity

Current liabilities:
     Current portion of long-term debt               $    8,423  $    2,670
     Accounts payable                                    54,070      46,178
     Accrued liabilities                                 10,268       5,152
                                                     ----------  ----------
          Total current liabilities                      72,761      54,000
                                                     ----------  ----------
Deferred income taxes                                    20,327      19,273
                                                     ----------  ----------
Other liabilities                                           150         150
                                                     ----------  ----------
Long-term debt                                           98,173      33,098
                                                     ----------  ----------
Commitments and contingencies
Shareholders' equity:
     Preferred stock, $1 par; 690,000 shares issued
       and outstanding                                      690         690
     Common stock, $1 par; 4,922,046 shares and
        4,836,876 shares issued and outstanding,
        respectively                                      4,922       4,837
     Additional paid-in capital                          34,302      33,518
     Retained earnings                                   38,156      36,874
                                                     ----------  ----------
          Total shareholders' equity                     78,070      75,919
                                                     ----------  ----------
          Total liabilities and shareholders' equity $  269,481  $  182,440
                                                     ==========  ==========

See accompanying Notes to Consolidated Financial Statements.
<PAGE>
             CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                   Howell Corporation and Subsidiaries

                                                 Nine Months Ended September 30,
                                                          1995      1994
                                                          ----      ----

                                                         (In thousands)

OPERATING ACTIVITIES:
     Net earnings                                     $   3,674  $  2,133
     Adjustments for noncash items:
          Depreciation, depletion and amortization       11,992     9,181
          Deferred income taxes                           1,054       742
          Gain on sales of assets                           (22)      (23)
     Changes in components of working capital
       from operations:
     Increase in trade accounts receivable              (11,921)  (13,146)
     Increase in inventories                               (649)     (637)
     Increase in other current assets                      (870)       (3)
     Increase in accounts payable                         7,892    13,459
     Increase in accrued and other liabilities            5,116     1,852
                                                      ---------  --------
          Cash provided by operating activities          16,266    13,558
                                                      ---------  --------

INVESTING ACTIVITIES:
     Proceeds from the disposition of property            1,166     1,444
     Additions to property, plant and equipment         (84,611)  (10,723)
     Other, net                                             728      (317)
                                                      ---------  --------
          Cash utilized in investing activities         (82,717)   (9,596)
                                                      ---------  --------

FINANCING ACTIVITIES:
     Long-term debt:
          Borrowings (repayments) under revolving
            credit agreement                             14,800    (1,700)
          Borrowings under term loan agreement, net      56,063         -
          Other repayments, net                             (35)     (808)
     Cash dividends:
          Common stock                                     (581)     (581)
          Preferred stock                                (1,811)   (1,811)
     Issuance of common stock                               869         -
                                                      ---------  --------
          Cash provided by (utilized in)
            financing activities                         69,305    (4,900)
                                                      ---------  --------

NET INCREASE (DECREASE) IN CASH BALANCE               $   2,854  $   (938)
                                                      =========  ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Net cash paid for:

Interest                                              $   3,830  $  1,014
                                                      =========  ========

Income taxes                                          $     843  $     84
                                                      =========  ========

See accompanying Notes to Consolidated Financial Statements
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Howell Corporation and Subsidiaries
September 30, 1995 and 1994

Note 1 - Basis of Financial Statement Preparation

The  consolidated  financial statements included herein have  been  prepared  by
Howell  Corporation  (the  Company) without audit, pursuant  to  the  rules  and
regulations  of  the Securities and Exchange Commission and in  accordance  with
generally  accepted  accounting principles.  In the opinion of  management,  all
adjustments  (all of which are normal and recurring) have been  made  which  are
necessary  to  a fair statement of the results of operations for the  three  and
nine months ended September 30, 1995 and September 30, 1994.  These consolidated
financial statements should be read in conjunction with the financial statements
and notes thereto included in the Company's latest Form 10-K.

Note 2 - Inventories

The components of inventories at the balance sheet dates are as follows:

                                  September 30, December 31,
                                        1995        1994
                                     ----------   --------
                                        (In thousands)

     Refined products                  $1,614     $1,333
     Crude oil                            774        578
     Other materials and supplies         352        744
                                       ------     ------
                                       $3,304     $2,655
                                       ======     ======

Note 3 - Acquisition of Oil and Gas Properties

In  March  1995, the Company acquired all of the Mississippi operated properties
and  certain  other  assets of Norcen Explorer, Inc.,  for  $5.8  million.   The
properties include working interests in six fields with 21 producing wells.  The
estimated  proved reserves acquired were 961,029 barrels of oil and 1.0  Bcf  of
natural gas.

Note 4 - Acquisition of Pipeline Assets

On March 31, 1995, the Company's crude oil marketing segment acquired from Exxon
Pipeline  Company ("Exxon") two interstate crude oil pipeline  systems  and  one
intrastate  crude  oil  pipeline system.  The interstate  pipeline  systems  are
located  in  Florida/Alabama  ("Jay  System")  and  Mississippi/Louisiana   ("MS
System").    The  intrastate  system  is  located  in  Texas  ("Texas  System").
Collectively,  the purchase of these pipelines and related assets  comprise  the
"Exxon Transaction".

The  Texas  System  consists  of  a  555-mile  pipeline  system  extending  from
Groesbeck,  Texas, south to Texas City, Texas, and tanks for crude  oil  storage
with  a  total  capacity of approximately 1.9 million barrels.  The  Jay  System
consists of a 90-mile pipeline system that extends west from Santa Rosa  County,
Florida,  to  Mobile County, Alabama, and includes tanks with approximately  0.2
million  barrels  of  storage capacity.  The MS System consists  of  a  230-mile
pipeline  system  extending  from Jones County,  Mississippi,  to  Baton  Rouge,
Louisiana, and includes storage capacity of approximately 0.2 million barrels.

The  total negotiated purchase price paid to Exxon for the Exxon Transaction was
$63.5  million.   The  Exxon Transaction was financed  through  borrowings  from
banks.  See Note 7 below.

The  following  unaudited  pro  forma information  represents  the  consolidated
statements  of  earnings, assuming the Exxon Transaction  had  occurred  at  the
beginning of each period presented.

                                Nine Months Ended September 30
                                      1995           1994
                                    -------        -------
                               (In thousands, except per share)

     Revenues                       $499,424     $331,981
     Net earnings                      4,521        3,720
     Net earnings per common share      0.56         0.39

The  above  amounts are based upon certain assumptions and estimates  which  the
Company  believes  are  reasonable.  The pro forma results  do  not  necessarily
represent  results which would have occurred if the acquisition had taken  place
on  the  basis assumed above, nor are they indicative of the results  of  future
combined operations.

Note 5 - Earnings Per Share

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

Note 6 - Income Taxes

The  effective tax rate for the first nine months of 1995 and 1994 was  36%  and
32%, respectively.

Note 7 - Debt and Available Credit Facilities

On March 31, 1995, the Company replaced the Credit Facility and the LC Facility,
as  described  in  Note 5 of Notes to Consolidated Financial Statements  in  the
Company's Annual Report on Form 10-K for the year ended December 31, 1994,  with
two  new credit facilities.  The Credit Facility was replaced with a new  credit
facility among Howell Petroleum Corporation and Bank One, Texas, N.A.,  Bank  of
Montreal,  Compass  Bank  -  Houston and Den norske Bank  AS  (the  "HPC  Credit
Facility").  The borrowing base under the HPC Credit Facility was $41.5  million
at  October 1, 1995.  The borrowing base is reviewed semi-annually by the  banks
with mandatory payments if the borrowing base, as determined solely by the banks
based on the Company's interest in proved oil and gas reserves, is less than the
outstanding  balance  on  the  loan.  The HPC Credit  Facility  provides  for  a
revolving  period until June 1, 1997, with interest to be paid  monthly  at  the
rate  selected by the Company of either (1) a Floating Base Rate (as defined  in
the  HPC Credit Facility) that is generally the prevailing prime rate or  (2)  a
rate  based  on  LIBOR.  At the end of the revolving period, the revolving  loan
converts automatically to a four-year term loan, with principal payments  to  be
made in sixteen quarterly installments along with accrued interest on the unpaid
principal  balance at a rate equal to the prime rate.  The HPC  Credit  Facility
also  provides  for the issuance of letters of credit in an amount  up  to  $5.0
million.  The amount of letters of credit outstanding reduces the amount of  the
available commitment.

The  HPC Credit Facility is collateralized by mortgages on substantially all  of
the  Company's  producing oil and gas properties, the  common  stock  of  Howell
Petroleum Corporation (HPC), the common stock of Howell Crude Oil Company  (HCO)
and the guarantee of the Company.  There is no compensating balance requirement,
and  the  HPC Credit Facility carries a commitment fee of 3/8% on the  available
portion  of  the  commitment.   Material covenants and  restrictions  include  a
current  ratio  requirement, a tangible net worth requirement, a prohibition  of
certain  defined  types of additional indebtedness and a  prohibition  from  the
granting of certain liens on the Company's assets without the banks' approval.

The  LC Facility was replaced with a new credit facility among Howell Crude  Oil
Company, Bank One, Texas, N.A., Bank of Montreal, Compass Bank - Houston and Den
norske  Bank  AS (the "HCO Credit Facility").  The HCO Credit Facility  provides
for a term loan in an amount of $57.5 million and for the issuance of letters of
credit  in  the  aggregate not to exceed the lesser of  the  commitment  of  $15
million or the Borrowing Base, as defined in the HCO Credit Facility.

Repayment  of the term loan will occur over a period not to exceed seven  years.
In  July  1995,  the  Company  began  making  principal  payments  in  quarterly
installments  of  $1.4 million.  In addition, the Company is  required  to  make
additional repayments of the term loan, beginning in the second quarter of 1996,
equal  to  60%  of  Excess  Cash Flow, as defined in the  HCO  Credit  Facility.
Interest will be paid monthly at the rate selected by the Company of either  (1)
a  Floating Base Rate (as defined in the HCO Credit Facility) that is  generally
the prevailing prime rate or (2) a rate based on LIBOR.

The  HCO  Credit  Facility carries a commitment fee of  1/4%  on  the  available
portion  of  the  commitment for letters of credit.  There  is  no  compensating
balance requirement.  The HCO Credit Facility is collateralized by the inventory
and  accounts receivable of HCO, the pipeline properties acquired in  the  Exxon
Transaction, the common stock of HCO and its subsidiaries, the common  stock  of
HPC, and the guarantee of the Company.

Note 8 - Commitments and Contingencies

Information  about  the  Company's commitments  and  contingent  liabilities  is
included in Notes 8 and 9 to the consolidated financial statements contained  in
the  Company's  1994  Annual  Report on Form 10-K.  There  were  no  significant
changes  to such information during the first three quarters of 1995  except  as
follows:

Mobile  Mineral Corporation, et al, v. Howell Crude Oil Company, et al;  Circuit
Court  of Mobile County, Alabama; CV-95-1564.  This lawsuit was filed as a class
action  in May 1995 by one working interest owner and two royalty owners in  the
North  Frisco  City  Field  alleging breach  of  contracts  by  not  paying  the
plaintiffs " . . . the highest available price for oil".  Damages claimed by the
plaintiffs  are  approximately $3.8 million and are  based  on  numerous  damage
theories  including, but not limited to, allegations of breach of  contract  and
fraud.   The  complaint also seeks punitive damages.  The Company has  filed  an
answer denying all charges.

Related to this matter, the Company, on July 11, 1995, received a demand  letter
from the working interest owners in the North Frisco City Field and in the North
Rome Field indicating the Company has not paid according to the terms of a "call
on production".

The  Company  was granted a call on a portion of this production but  has  never
exercised  the  call.  Accordingly, the Company  has  filed  a  petition  for  a
declaratory judgment to that effect in Texas District Court.  The defendants  in
this  action have counterclaimed against the Company.  These claims are  similar
in  nature to the Alabama litigation.  One of the defendants, John Faulkinberry,
has  filed a counterclaim against the Company seeking actual damages of  $70,000
and  punitive  damages of $100,000,000.  The Company does not believe  that  the
ultimate resolution of these matters will have a material adverse effect on  the
financial condition or results of operations of the Company.
<PAGE>
                         PART I.  FINANCIAL INFORMATION
                                    (ITEM 2)

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


RESULTS OF OPERATIONS

The  Company's  principal  business segments are oil  and  gas  exploration  and
production,  crude oil marketing, technical fuels and chemical  processing,  and
transportation.  Results of operations by segment for the three and nine  months
ended  September  30,  1995  and  September 30, 1994  are  presented  below  and
discussed  in  the  following sections.  The "Other" segment includes  primarily
depreciation  and amortization of certain assets not directly related  to  those
segments   identified  above.   Selling,  general  and  administrative  expenses
incurred  by  each  business segment are included in the  determination  of  the
operating  profit (loss) for that business segment.  General corporate  expenses
comprise the balance of selling, general and administrative expenses.

<TABLE>
                                                       Three Months Ended   Nine Months Ended
                                                           September 30,      September 30,
                                                         1995      1994      1995      1994
                                                         ----      ----      ----      ----
                                                                    (In thousands)
Revenues

<S>                                                    <C>       <C>       <C>       <C>
Oil and gas exploration and production                 $  7,907  $  7,442  $ 23,642  $ 21,855
Crude oil marketing                                     161,497   109,282   457,949   283,066
Technical fuels and chemical processing                   6,729     7,021    21,470    22,098
Transportation                                            4,133     3,244    11,982     8,627
Other                                                         -         -         -        16
Intersegment sales                                       (7,294)   (6,459)  (20,787)  (18,445)
                                                       --------  --------  --------  --------
                                                       $172,972  $120,530  $494,256  $317,217
                                                       ========  ========  ========  ========

                                                       Three Months Ended   Nine Months Ended
                                                           September 30,      September 30,
                                                         1995      1994      1995      1994
                                                         ----      ----      ----      ----
                                                                    (In thousands)
Earnings

Oil and gas exploration and production                 $  1,494  $  1,826  $  5,471  $  4,793
Crude oil marketing                                       2,830       540     6,477     1,458
Technical fuels and chemical processing                     226       132       851       556
Transportation                                              289       309       802       881
Other                                                       (17)      (77)     (140)     (257)
                                                       --------  --------  --------  --------
Operating profit                                          4,822     2,730    13,461     7,431
General corporate expenses                                 (882)     (880)   (2,746)   (2,749)
Other income (expense)                                   (2,228)     (541)   (4,998)   (1,538)
                                                       --------  --------  --------  --------
Earnings before taxes                                     1,712     1,309     5,717     3,144
Provision for income taxes                                  627       433     2,043     1,011
                                                       --------  --------  --------  --------
Net earnings                                           $  1,085  $    876  $  3,674  $  2,133
                                                       ========  ========  ========  ========
</TABLE>
Oil & Gas Exploration and Production

Revenues  of  the oil and gas exploration and production segment for  the  three
months ended September 30, 1995 and 1994 were as follows:

                            Three Months Ended September 30,
                                      1995     1994
                                      ----     ----
                                     (In thousands)
Revenues

Sales of oil and natural gas        $6,728   $6,374
Sales of LaBarge other products        477      526
Gas marketing                          606      357
Minerals leasing and other              96      185
                                    ------   ------
  Total revenues                    $7,907   $7,442
                                    ======   ======

Production and sales data for the three months ended September 30, 1995 and 1994
were as follows:

                            Three Months Ended September 30,
                                      1995     1994
                                      ----     ----

Production:
  Crude oil (bbls per day)           3,723    3,359
  Natural gas (Mcf per day)          9,514    8,642
  Natural gas liquids (bbls per day)   213      223

Sales prices:
  Crude oil (per bbl)               $15.42   $15.82
  Natural gas (per Mcf)               1.38     1.72
  Natural gas liquids (per bbl)       9.81     8.90

Despite  a $0.5 million increase in revenues of the oil and gas exploration  and
production  segment  in  the third quarter of 1995 when  compared  to  the  same
quarter in 1994, operating profit declined $0.3 million, primarily due to higher
depreciation,  depletion  and  amortization (DD&A)  expense.   The  increase  in
revenue is attributable to higher daily oil and gas production.  This production
rise  is due to the acquisition, in March 1995, of certain properties of  Norcen
Explorer,  Inc. (Norcen) that added 430 barrels of oil per day and 269  Mcf  per
day  of  natural  gas  to the 1995 third quarter levels.  Additionally,  a  1995
discovery,  the  Cauthen 6-15 #1 well in Mississippi, added  401  Mcf  to  daily
natural gas production for the 1995 period.

DD&A  for  the  1995  quarter  was $5.35 per equivalent  barrel  of  production,
compared  to $4.90 in the 1994 period.  Downward revisions to reserve  estimates
and  costs incurred during the 1995 period were the two factors contributing  to
the increased DD&A.

The  Company's  revenues  and costs were impacted slightly  in  the  1995  third
quarter  by  Hurricane Erin which caused a shut-in of the  Company's  Main  Pass
Block  64  Field  and North Frisco City Field for less than two  days.   In  the
fourth  quarter  of 1995, operating results for the oil and gas exploration  and
production  segment are expected to be significantly impacted by the shut-in  of
Main Pass Block 64 for nineteen days due to Hurricane Opal.

Crude Oil Marketing

Operating profit of the crude oil marketing segment was $2.8 million in the 1995
third  quarter,  an increase of $2.3 million over the prior  year  period.   The
operating profits generated from the crude oil pipeline assets acquired on March
31, 1995 from Exxon Pipeline Company (EPC) produced the increase.  See Note 4 of
Notes to Consolidated Financial Statements.

Pipeline transmission volumes for the third quarter of 1995 were 87,317  barrels
per  day  down  from  96,401  barrels per day in the  second  quarter  of  1995.
Hurricane Erin affected the Company's crude oil pipeline transmission activities
as the Jay System had to be shut down for almost two days for the hurricane.  In
addition, due to the impact of Hurricane Erin, shippers diverted some crude they
would  normally  have shipped on the Texas System to other  destinations.   This
also negatively impacted third quarter pipeline transmission volumes.

Technical Fuels and Chemical Processing

In  the  third  quarter  of  1995, the technical fuels and  chemical  processing
segment  experienced an increase in operating profit of $0.1 million, despite  a
$0.3  million  decline in revenues.  Revenues from chemical toll processing  and
terminalling activities rose 59% while volumes of reference fuels sold  declined
10%.  The costs associated with these activities declined slightly resulting  in
the operating profit improvement.

Transportation

The  results  of the transportation segment for the quarter ended September  30,
1995 were flat when compared to the 1994 period.  Revenues increased between the
periods  as  the Company has been able to grow its level of business with  third
parties.  These revenues have, however, had higher associated costs per  revenue
dollar.

Other Income (Expense)

Interest  expense for the three months ended September 30, 1995  increased  $1.6
million  when compared to the same period in 1994.  As discussed in Notes  3,  4
and  7  of  Notes  to  Consolidated Financial Statements, the  Company  acquired
certain oil and gas properties from Norcen and certain crude oil pipeline assets
from  Exxon  for $5.8 million and $63.5 million, respectively.  The increase  in
debt  for these acquisitions combined with higher market interest rates  in  the
1995 period resulted in the increase in interest expense.

Provision for Income Taxes

For  the  first nine months of 1995 and 1994 the provision for income taxes  was
calculated  at  rates  of  36% and 32%, respectively.   The  variance  from  the
statutory  rate  of  34%  was  due to the effect  of  the  percentage  depletion
deduction, offset in 1995 by higher state income tax expense.

LIQUIDITY AND CAPITAL RESOURCES

The Company generated cash from operating activities in the first nine months of
1995  of $16.3 million.  During this period, the Company utilized the cash  flow
generated  from operations and $70.8 million of borrowings under  its  revolving
credit agreement and term loan agreement to invest $84.6 million in additions to
property,  plant and equipment, to pay a total of $2.4 million of cash dividends
to  its  common and preferred shareholders and to increase its cash balances  by
$2.9 million.

The  additions  to  property,  plant and equipment consisted  primarily  of  the
acquisition  of  all  of  the Mississippi operated oil and  gas  properties  and
certain other assets of Norcen for $5.8 million, the acquisition of three  crude
oil  pipeline systems from Exxon for $63.5 million and additional costs of  $1.7
million related to the pipelines acquisition.

These acquisitions were financed by two new credit facilities that replaced  the
existing  Credit  Facility and LC Facility described  in  Note  5  of  Notes  to
Consolidated  Financial Statements in the Company's Annual Report on  Form  10-K
for the year ended December 31, 1994.

The  Credit  Facility  was  replaced with a new  credit  facility  among  Howell
Petroleum Corporation and Bank One, Texas, N.A., Bank of Montreal, Compass  Bank
-  Houston  and  Den norske Bank AS (the "HPC Credit Facility").  The  borrowing
base  under the HPC Credit Facility was $41.5 million at October 1,  1995.   The
borrowing base is reviewed semi-annually by the banks with mandatory payments if
the  borrowing  base, as determined solely by the banks based on  the  Company's
interest in proved oil and gas reserves, is less than the outstanding balance on
the loan.  The HPC Credit Facility provides for a revolving period until June 1,
1997,  with  interest to be paid monthly at the rate selected by the Company  of
either (1) a Floating Base Rate (as defined in the HPC Credit Facility) that  is
generally the prevailing prime rate or (2) a rate based on LIBOR.  At the end of
the  revolving period, the revolving loan converts automatically to a  four-year
term  loan, with principal payments to be made in sixteen quarterly installments
along  with accrued interest on the unpaid principal balance at a rate equal  to
the  prime  rate.   The HPC Credit Facility also provides for  the  issuance  of
letters  of  credit in an amount up to $5.0 million.  The amount of  letters  of
credit outstanding reduces the amount of the available commitment.

The  HPC Credit Facility is collateralized by mortgages on substantially all  of
the  Company's  producing oil and gas properties, the  common  stock  of  Howell
Petroleum Corporation (HPC), the common stock of Howell Crude Oil Company  (HCO)
and the guarantee of the Company.  There is no compensating balance requirement,
and  the  HPC Credit Facility carries a commitment fee of 3/8% on the  available
portion  of  the  commitment.   Material covenants and  restrictions  include  a
current  ratio  requirement, a tangible net worth requirement, a prohibition  of
certain  defined  types of additional indebtedness and a  prohibition  from  the
granting of certain liens on the Company's assets without the banks' approval.

The  LC  Facility was replaced with a new credit facility among HCO,  Bank  One,
Texas,  N.A.,  Bank of Montreal, Compass Bank - Houston and Den norske  Bank  AS
(the  "HCO Credit Facility").  The HCO Credit Facility provides for a term  loan
in  an amount of $57.5 million and for the issuance of letters of credit in  the
aggregate  not  to  exceed the lesser of the commitment of $15  million  or  the
Borrowing Base, as defined in the HCO Credit Facility.

Repayment  of the term loan will occur over a period not to exceed seven  years.
In  July  1995,  the  Company  began  making  principal  payments  in  quarterly
installments  of  $1.4 million.  In addition, the Company is  required  to  make
additional repayments of the term loan, beginning in the second quarter of 1996,
equal  to  60%  of  Excess  Cash Flow, as defined in the  HCO  Credit  Facility.
Interest will be paid monthly at the rate selected by the Company of either  (1)
a  Floating Base Rate (as defined in the HCO Credit Facility) that is  generally
the prevailing prime rate or (2) a rate based on LIBOR.

The  HCO  Credit  Facility carries a commitment fee of  1/4%  on  the  available
portion  of  the  commitment for letters of credit.  There  is  no  compensating
balance requirement.  The HCO Credit Facility is collateralized by the inventory
and  accounts receivable of HCO, the pipeline properties acquired in  the  Exxon
Transaction, the common stock of HCO and its subsidiaries, the common  stock  of
HPC and the guarantee of the Company.



                           PART II.  OTHER INFORMATION

Item 1.  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  of  the  Company.   See Note 8 of Notes  to  Consolidated  Financial
Statements.

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

     (a) Exhibit
          11   Computation of Earnings per Share

     (b) Reports on Form 8-K
           A  report  on Form 8-K was filed on September 11, 1995, announcing  a
change in the directors and officers of the Registrant.

                                    SIGNATURE

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


     Howell Corporation
     (Registrant)



Date:  November 13, 1995    /s/ Allyn R. Skelton, II
                            ------------------------
                            Allyn R. Skelton, II
                            Senior Vice President & Chief Financial Officer
                            (Principal Financial and Accounting Officer)