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

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


                              FORM 10-Q


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

           For the quarterly period ended March 31, 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 Identification No.)
incorporation or organization)


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


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


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

                      Yes    X    No

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

           Class                     Outstanding at April 30, 1999
-----------------------------       -------------------------------
Common Stock, $1.00 par value                  5,471,782


                          This report contains 14 pages


<PAGE>





                       HOWELL CORPORATION AND SUBSIDIARIES

                                    Form 10-Q

                                      INDEX



                                                                        Page No.
                                                                        -------
Part  I.   Financial Information

Item 1. Consolidated Statements of Operations --
          Three months ended March 31, 1999 and 1998 (unaudited)            3

        Consolidated Balance Sheets --
          March 31, 1999 (unaudited) and December 31, 1998                  4

        Consolidated  Statements  of Cash Flows --
          Three  months ended March 31, 1999 and 1998 (unaudited)           5

        Notes to Consolidated Financial Statements (unaudited)              6


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


Part II.Other Information

Item 4. Results of Votes of Security Holders                               13

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


<PAGE>



                          PART I. FINANCIAL INFORMATION
                                     (ITEM 1)



CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Howell Corporation and Subsidiaries

                                          Three Months Ended
                                               March 31,
                                           1999       1998
                                         (In thousands, except
                                          per share amounts)

Revenues................................   $8,878    $14,267
                                          --------   --------

Cost and expenses:
  Lease operating expenses..............    5,888      8,277
  Depreciation, depletion, and
      amortization......................    2,114      3,632
  Ceiling test write-down...............        -     66,118
  General and administrative expenses...    1,240      2,068
                                          --------   --------
                                            9,242     80,095
                                          --------   --------
Other income (expense):
  Interest expense......................   (2,271)    (2,672)
  Interest income.......................       38         12
  Net earnings of investees.............       65        120
  Other-net.............................     (130)       (11)
                                          --------   --------
                                           (2,298)    (2,551)
                                          --------   --------

Loss before income taxes................   (2,662)   (68,379)
Income tax benefit......................     (895)   (23,223)
                                          --------   --------
Net loss from continuing operations.....   (1,767)   (45,156)
                                          --------   --------

Discontinued operations:
  Net earnings from Howell Hydrocarbons
  (less applicable income taxes of  $695)   1,350         -
                                          --------   --------

Net loss................................     (417)   (45,156)
  Less: Preferred stock dividends.......     (604)      (604)
                                          --------   --------

Net loss applicable to common shares....  $(1,021)  $(45,760)
                                          ========   ========

Basic (loss) earnings per common share:
  Continuing operations.................  $ (0.43)    $(8.37)
  Discontinued operations...............     0.25         -
                                          --------   --------

  Net loss per common share (basic).....  $ (0.18)    $(8.37)
                                          ========   ========

Weighted average shares outstanding         5,472      5,465
(basic).................................  ========   ========


Diluted (loss) earnings per common share:
  Continuing operations.................  $ (0.43)    $(8.37)
  Discontinued operations...............     0.25         -
                                          --------   --------

  Net loss per common share (diluted)...  $ (0.18)    $(8.37)
                                          ========   ========

Weighted average shares outstanding         5,472      5,465
(diluted)...............................  ========   ========

Cash dividends per common share.........  $  0.04     $ 0.04
                                          ========   ========

See accompanying Notes to Consolidated Financial Statements.


<PAGE>






CONSOLIDATED BALANCE SHEETS
Howell Corporation and Subsidiaries


                                              March 31,  December 31,
                                                1999        1998
                                             (Unaudited)
                                       (In thousands, except share data)
                   Assets
Current assets:
  Cash and cash equivalents.................   $    23    $5,871
  Trade accounts receivable, less allowance
      for doubtful accounts of
      $156 in 1999 and 1998.................     8,748     9,230
  Income tax receivable.....................         -     5,701
  Deferred income taxes.....................     3,725     3,408
  Other current assets......................       410       577
                                               --------  --------
    Total current assets....................    12,906    24,787
                                               --------  --------

Property, plant and equipment:
  Oil and gas properties, utilizing the
      full-cost method of accounting........   360,824   385,048
  Unproven properties.......................    38,554    43,263
  Other.....................................     2,682     2,653
  Less accumulated depreciation, depletion
      and amortization......................  (309,406) (309,330)
                                               --------  --------
    Net property and equipment..............    92,654   121,634
                                               --------  --------
Investment in investees.....................    16,933    16,908
Other assets................................     2,822     2,962
                                               ========  ========
    Total assets............................  $125,315  $166,291
                                               ========  ========

    Liabilities and Shareholders' Equity

Current liabilities:
  Current portion of long-term debt.........   $     -   $22,000
  Accounts payable..........................     8,949     8,639
  Accrued liabilities.......................     4,611     5,520
                                               --------  --------
    Total current liabilities...............    13,560    36,159
                                               --------  --------
Other liabilities...........................     1,217     1,261
                                               --------  --------
Long-term debt..............................    84,906   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 in 1999
    and 1998................................     5,472     5,472
  Additional paid-in capital................    40,829    40,829
  Retained (deficit) earnings...............   (21,359)  (20,120)
                                               --------  --------
    Total shareholders' equity..............    25,632    26,871
                                               ========  ========
    Total liabilities and shareholders'equity $125,315  $166,291
                                               ========  ========

See accompanying Notes to Consolidated Financial Statements.


<PAGE>






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


                                            Three Months Ended March 31,
                                                   1999      1998
                                                   (In thousands)

OPERATING ACTIVITIES:
Net loss from continuing operations............   $(1,767) $(45,156)

Adjustments for non-cash items:
  Depreciation, depletion and amortization.....     2,114    69,750
  Deferred income taxes........................      (317)  (22,479)
  Equity in earnings of investees - net of
     amortization..............................       (65)     (120)
  Dividends received from Genesis..............        40        39
                                                  -------  --------
Earnings from continuing operations plus
     non-cash operating items..................         5     2,034
Changes in components of working capital from
     operations:
  Decrease (increase) in trade accounts
     receivable................................       472    (4,660)
  Decrease in federal income tax receivables...     5,701        -
  Decrease (increase) in other current assets..       167       (25)
  Increase in accounts payable.................       197     2,362
  (Decrease) increase in accrued and other
     liabilities...............................      (930)    3,777
  (Decrease) increase in income tax payable....      (582)    1,164
                                                  -------  --------
Cash provided by continuing operations.........     5,030     4,652
Cash provided by discontinued operations.......     2,032        -
                                                  -------  --------
Cash provided by operating activities..........     7,062     4,652
                                                  -------  --------

INVESTING ACTIVITIES:
Proceeds from the disposition of oil and gas
   properties..................................    27,541        -
Additions to property, plant and equipment.....      (675)   (3,979)
Other, net.....................................       140      (232)
                                                  -------  --------
Cash provided by (utilized in) investing
   activities..................................    27,006    (4,211)
                                                  -------  --------

FINANCING ACTIVITIES:
(Repayments) borrowings under revolving credit
   agreement, net..............................   (39,094)    2,200
Cash dividends:
     Common shareholders.......................      (219)     (219)
     Preferred shareholders....................      (603)     (604)
                                                 --------   -------
Cash (utilized in) provided by  financing
   activities..................................   (39,916)    1,377
                                                  -------   -------

NET (DECREASE) INCREASE  IN CASH AND CASH
   EQUIVALENTS.................................    (5,848)    1,818
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD.     5,871        56
                                                  -------   -------
CASH AND CASH EQUIVALENTS, END OF PERIOD.......   $    23   $ 1,874
                                                  =======   =======

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Net cash paid for:
Interest.......................................   $ 2,348   $ 1,731
                                                  =======   =======
Income taxes...................................   $    16   $     -
                                                  =======   =======

See accompanying Notes to Consolidated Financial Statements


<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Howell Corporation and Subsidiaries
March 31, 1999 and 1998


Note 1 - Basis of Financial Statement Preparation

The  unaudited  consolidated  financial  statements  included  herein  have been
prepared  by  Howell  Corporation  (the  "Company"),  pursuant  to the rules and
regulations  of the Securities  and Exchange  Commission and in accordance  with
generally  accepted  accounting  principles.  In the opinion of management,  all
adjustments  (all of which are  normal and  recurring)  have been made which are
necessary for a fair statement of the results of operations for the three months
ended March 31, 1999 and 1998.  The results of  operations  for the three months
ended March 31, 1999 are not  necessarily  indicative  of results to be expected
for the full year. The accounting policies followed by the Company are set forth
in Note 1 to the consolidated  financial statements in its Annual Report on form
10-K  for the  year  ended  December  31,  1998.  These  consolidated  financial
statements should be read in conjunction with the financial statements and notes
thereto included in the Company's latest Form 10-K.

Reclassifications

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

Note 2 - New Accounting Standards

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,  1999.  Earlier
application  of SFAS 133 is  encouraged,  but not prior to the  beginning of any
fiscal  quarter  that  begins  after  issuance  of  the  Statement.  Retroactive
application  to periods  prior to adoption is not  allowed.  The Company has not
quantified  the impact of adoption on its  financial  statements  or the date it
intends to adopt.

Note 3 - Financial Instruments and Hedging Activities

In order to mitigate the effects of future price fluctuations,  the Company from
time to time 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.  The Company was not engaged in a hedging
program during the first quarter of 1999 or 1998.

The Company has entered into two hedging  programs  during the second quarter of
1999.  The first  program  is 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 are $15.00 per barrel for the put option
and $17.00 per barrel for the call option. The second program is a purchase of a
put option and 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 are
$14.50 per barrel for the put option and $18.80 per barrel for the call  option.
There are no premiums associated with either of these programs.

Note 4 - Accumulated Depreciation, Depletion and Amortization

During the first  quarter of 1998 a pre-tax  write-down of the Company's oil and
gas properties of $66.1 million was required as a result of lower energy prices.
On an after-tax basis, the write-down  amounted to $43.6 million.  When compared
to 1998, the Company's depletion rate for the three months ended March 31, 1999,
was $2.20 per equivalent  barrel versus a pre  write-down  rate of $3.23 for the
same period ended March 31, 1998.

Note 5 - Acquisitions & Dispositions

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  research and reference  fuel business in July 1997.  The
sale  and  results  of the  research  and  reference  fuel  business  have  been
classified as discontinued operations in the accompanying consolidated financial
statements.  Discontinued  Operations  had a gain of $1.4  million for the three
months ended March 31, 1999, primarily 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 effective date was January 1,
1999. The project  consists of three Federal units, 17 producing  wells, a field
gathering  system, a dehydration  plant, a 32-mile  dehydrated raw gas pipeline,
and a gas processing  plant. In addition to natural gas, the properties  produce
carbon dioxide,  helium and sulfur. The Company owned a 4.8% working interest in
the  Fogarty  Creek Unit which  contains  12 gross  wells (0.6 net wells)  which
produce from depths between 14,500 to 17,000 feet.

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
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 the first quarter of 1999 were not considered to be
integral to the Company's  future.  The  cumulative  proceeds from these events,
totaling $29.8  million,  have been used to eliminate term debt and reduce other
bank debt.

Note 6 - Litigation

Several  royalty  owners  filed  lawsuits  against  the  Company in Alabama  and
Mississippi  concerning  pricing in the North  Frisco City Field.  The  lawsuits
allege the Company  violated its contracts with the plaintiffs by not paying the
plaintiffs ". . . the highest  available  price for oil." Damages claimed by the
plaintiffs  include  approximately $3.8 million and are based on numerous damage
theories  including,  but not limited to,  allegations of breach of contract and
fraud.  The complaints  also seek  unspecified  punitive  damages in the Alabama
lawsuits  and $7 million in punitive  damages in the  Mississippi  lawsuit.  The
Company filed answers denying all charges. On July 28, 1997, the Company settled
the Mississippi  lawsuit. On March 30, 1998, a tentative  settlement was reached
with  the  Alabama class  representative.  On May 5, 1999,  the   Alabama  court
approved  the  settlement.  The  amounts  to  be  paid  in  settlement  are  not
material  to  the  Company's financial condition, results  of operations or cash
flows.

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

Note 7 - (Loss) Earnings per 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
stock options having  exercise  prices less than the average market price of the
common stock using the treasury stock method.

The tables below 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.

Three Months Ended March 31, 1999

                                       Increase
                                          in       Earnings
                                        Number       per
                             Increase     of      Incremental
                            in Income   Shares      Share
                           ----------  ---------  -----------
Options...................       -           -          -
Dividends  on  convertible
   preferred stock........ $ 603,750   2,090,909      $0.29


             Computation of Diluted Earnings per Share

                           Net Loss
                           Available
                           from
                           Continuing     Common
                           Operations     Shares    Per Share
                           -----------   ---------  ---------
                           $(2,370,750)  5,471,782     $(0.43)
Common stock options.....       -              -           -
                           -----------   ---------  ---------
                           $(2,370,750)  5,471,782     $(0.43) No Effect
Dividends  on  convertible
preferred stock..........      603,750   2,090,909         -
                           ===========   =========  =========
                           $(1,767,000)  7,562,691     $(0.23) Antidilutive
                           ===========   =========  =========

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





Three Months Ended March 31, 1998
                                       Increase
                                          in       Earnings
                                        Number       per
                             Increase     of      Incremental
                            in Income   Shares      Share
                           ----------  ---------  ---------
Options..................        -       144,910        -
Dividends  on  convertible
   preferred stock........ $  603,750  2,090,909     $0.29


             Computation of Diluted Earnings per Share

                            Net Loss
                           Available
                              from
                           Continuing     Common
                           Operations     Shares    Per Share
                           -----------   ---------  ---------
                           $(45,759,750) 5,464,642     $(8.37)
Common stock options.....        -         144,910        -
                           ------------  ---------  ---------
                           $(45,759,750) 5,609,552     $(8.16) Antidilutive
Dividends  on  convertible
preferred stock..........       603,750  2,090,909       -
                           ============  =========  =========
                           $(45,156,000) 7,700,461     $(5.86) Antidilutive
                           ============  =========  =========

Note:  Because  diluted EPS increases  from $(8.37) to $(8.16) when common stock
options are included and also increases from $(8.16) to $(5.86) 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. Therefore, diluted EPS is reported as $(8.37).

<PAGE>
                          PART I. FINANCIAL INFORMATION
                                   (ITEM 2)

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

The following is a discussion of the Company's financial  condition,  results of
operations, capital resources and liquidity. This discussion and analysis should
be read in conjunction with the Consolidated Financial Statements of the Company
and the notes thereto.

RESULTS OF CONTINUING OPERATIONS

The Company's  principal business segment is oil and gas production.  Results of
continuing  operations  for the three months ended March 31, 1999 and 1998,  are
discussed below.

Oil and Gas Production

                                           Three Months Ended March 31,
                                               1999       1998
Revenues (in thousands):
Sales of oil and natural gas................  $ 8,676   $ 13,441
Sales of LaBarge other products.............      180        491
Gas marketing...............................       20        220
Minerals leasing and other..................        2        115
                                              =======   ========
     Total revenues.........................  $ 8,878   $ 14,267
                                              =======   ========

Operating (loss) profit (in thousands)......  $  (364)  $(65,828)
                                              =======   ========

Operating information:
Average net daily production:
    Oil and NGL (Bbls)......................    9,031     10,221
    Natural gas (Mcf).......................    8,801     13,242

Average sales prices:
    Oil and NGL (per Bbl)...................  $  9.01   $  12.18
    Natural gas (per Mcf)...................  $  1.70   $   1.88




Revenues  for three months  ended March 31,  1999,  decreased  $5.4 million when
compared to the three-month period ended March 31, 1998,  primarily due to the a
26%  decrease  in the  average  oil price and a 10%  decrease in the average gas
price.  Also,  contributing  to the  decrease  in  revenues  was the sale of the
LaBarge  project in January  1999 and sale of the  mineral  interest in December
1998.

Operating  expenses decreased 34% during the first quarter of 1999 when compared
to the pre write-down  operating  expenses during the first quarter of 1998. The
primary  reason for the  decrease  was a $1.5  million  decrease in the standard
depletion  expense,  a $1.3  million  decrease in lifting  costs and  production
taxes,  and a decrease in LaBarge  expenses of $0.6 million  resulting  from its
sale in the first quarter of 1999. Also contributing to the decrease in expenses
was a reduction  in General and  Administrative  expenses  due to an increase in
billable  expenses and overhead  associated with the Wyoming purchase as well as
the  elimination of the management fee paid to Amoco during the first two months
of 1998. Partially offsetting these General and Administrative reductions was an
increase in salaries and benefits also resulting  from the additional  employees
added as a result of the Wyoming purchase.

The Company has entered into two hedging  programs  beginning  during the second
quarter of 1999. The first program is 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 are $15.00 per barrel for the put
option  and  $17.00 per  barrel  for the call  option.  The second  program is a
purchase of a put option and 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  are  $14.50  per barrel for the put option and $18.80 per barrel for the
call option. There are no premiums associated with either of these programs.

Operating  profits  increased  $65.5  million  during the first  quarter of 1999
primarily  due to  first  quarter  1998  pre-tax  non-cash  write-down  of $66.1
million.  On an  after-tax  basis,  the  write-down  amounted to $43.6  million.
Excluding the first quarter 1998 write-down,  operating  profits  decreased $0.7
million when comparing the first quarter of 1999 to the same period of 1998. The
effect  of  decreased   revenues   during  1999  were  partially   offset  by  a
corresponding reduction of operating expenses during 1999.

Crude Oil Marketing

The Company  retains a direct and indirect  interest in Genesis Crude Oil, L.P.,
Genesis  Energy,  L.P., and Genesis  Energy,  L.L.C.  (collectively  referred to
hereinafter as "Genesis").  As a result of the Company's  interest,  the Company
recognized a net loss in Genesis of $0.1  million  during the first three months
of 1999.  This represents a decrease of $0.2 million from the first three months
of 1998.

Interest Expense

Interest  expense for the three  months  ended March 31,  1999,  decreased  $0.4
million from the 1998 level as a result of decreased debt of $54.3 million.  The
primary  reason  for  this  decrease  was  the  sale  of  various   non-integral
properties.


Provision for Income Taxes

The  Company's  effective tax rate for the three months ended March 31, 1999 and
1998, was 32% and 34% respectively.


<PAGE>


RESULTS FROM DISCONTINUED OPERATIONS

Technical Fuels and Chemical Processing

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

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

LIQUIDITY AND CAPITAL RESOURCES

Cash  provided by  continuing  operations  for the three  months ended March 31,
1999,  was $5.0  million.  This  compares  to $4.7  million of cash  provided by
continuing  operations  in  the  comparable  1998  period.  The  Company's  debt
decreased by $39.1 million  during the first three months of 1999 compared to an
increase in debt of $2.2 million during the first three months of 1998.  Capital
expenditures  for the three  months  ended  March 31,  1999,  were $0.7  million
compared to $4.0 million for the 1998 period.

As a result of successful sales of non-integral properties,  the Company's total
debt, all long term, at March 31, 1999,  was $84.9  million.  At March 31, 1999,
the Company's borrowing base under the terms  of  its Credit  Facility was $89.4
million.  On May 17, 1999, the borrowing base  under its Credit Facility was re-
determined and increased to $92.0 million.

During the first three months of 1999, the Company paid common dividends of $0.2
million and preferred dividends of $0.6 million.

Year 2000 Date Conversion

The Company has a plan in place that addresses the year 2000 ("Y2K")  conversion
issue.  The first step in the plan is to evaluate all  computer  systems used in
its  operations.  This  includes  accounting  and financial  systems,  field and
production  systems,  and  other  field or  office  devices  that may not be Y2K
compliant.  This is  followed  by a  determination  of what  remedial  action is
necessary and  initiation of that remedy.  The Company has completed  corrective
action on major office systems and anticipates  completion of corrective  action
of field systems in the third quarter of 1999.

The next step is to determine the Y2K status of relevant  outside  suppliers and
vendors.  While the Company cannot  control the Y2K  corrective  action of third
parties,  it is in the  process  of  identifying  and  contacting  its  critical
suppliers  and  vendors.  Based  on  their  status,  the  Company  will  develop
contingency plans. These should be completed by mid 1999.

Based  on  preliminary  estimates,   the  cost  of  implementing  this  plan  is
approximately  $300,000. It is not certain that this estimate is correct or that
Year 2000 compliance can be achieved.  The Company does not expect a significant
disruption in its operations, but actual results could differ greatly from these
expectations.  Some  areas  that  could  cause  differences  to  occur  are  the
availability  of  personnel  trained in this area,  the ability to identify  and
correct all relevant  computer code and  non-compliant  embedded systems and the
degree of interdependence with third-party suppliers and purchasers. Other areas
outside the  Company's  control  such as problems in the  utility,  banking,  or
transportation  systems could have a material 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.

One example, of a serious Y2K problem would be the shut down of a field which is
on automated  controls  and/or a monitoring  system.  As  disclosed  above,  the
Company has examined such controls and systems in all of its major fields and is
taking corrective action, as appropriate.  Nevertheless,  the Company intends to
prepare a Y2K contingency plan which will address  potential risks in the field,
and possible solutions,  including manual intervention or equipment replacement.
The Company is unable to  anticipate  every  potential  problem and  determine a
contingency  for every  possible Y2K risk.  Should  essential  services  such as
electricity  be affected  adversely,  or if other Y2K problems limit or restrict
production  from one of the  Company's  major  fields,  it could have a material
adverse affect on the Company.

Forward-looking Statements

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

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


<PAGE>



                    PART II. OTHER INFORMATION
Item 4.  Results of Votes of Security Holders.

The Annual  Meeting of the  Shareholders  of the  Company  was held on April 28,
1999, for the following purposes:

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

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

                                   Shares         Authority
                                     For           Withheld
           Robert M. Ayers, Jr.   4,405,446        264,469
           Ronald E. Hall         4,405,446        264,469
           Otis A. Singletary     4,403,546        266,369

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

To approve the Howell Corporation Omnibus Stock Awards and Incentive Plan.

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

           Shares For          3,031,158
           Shares Against        627,307
           Shares Abstaining      26,485

      A simple majority of the shares of common stock represented at the meeting
      was required for approval. Therefore, the matter was approved.


To approve the Howell Corporation Nonqualified Stock Option Plan for
Non-Employee Directors.

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

           Shares For          3,174,251
           Shares Against        483,505
           Shares Abstaining      27,194

      A simple majority of the shares of common stock represented at the meeting
      was required for approval. Therefore, the matter was approved.

To ratify the  appointment of Deloitte & Touche LLP as independent  auditors for
the year ending December 31, 1999.

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

           Shares For          4,647,396
           Shares Against          4,486
           Shares Abstaining       7,780

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



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

        (a)     Exhibits - none.

        (b)    Reports on Form 8-K

         A report  on Form  8-K/A  was filed on April 1,  1999,  announcing  the
         retirement of its term loan and the  completed  sale of its Grass Creek
         and Pitchfork Units.


                                    SIGNATURE

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

                                   Howell Corporation
                                   (Registrant)



Date:  May 17, 1999                /s/  J. Richard Lisenby
                                   -----------------------
                                   J. Richard Lisenby
                                   Vice President & Chief Financial Officer
                                   (Principal Financial and Accounting Officer)