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 June 30, 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 July 31, 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.  Condensed Consolidated Statements of Operations --
           Three and six months ended June 30, 1999 and 1998 (unaudited)   3

         Condensed Consolidated Balance Sheets --
           June 30, 1999 (unaudited) and December 31, 1998...........      4

         Condensed Consolidated Statements of Cash Flows --
           Six months ended June 30, 1999 and 1998 (unaudited).......      5

         Notes to Condensed Consolidated Financial Statements (unaudited)  6

Item 2.  Management's Discussion and Analysis of Financial Condition
           and Results of Operations.................................     10


Part II. Other Information

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


<PAGE>

                          PART I. FINANCIAL INFORMATION
                                    (ITEM 1)


CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Howell Corporation and Subsidiaries
<TABLE>
<CAPTION>

                                        Three Months Ended    Six Months Ended
                                            June 30,              June 30,
                                         1999       1998       1999       1998
                                         ----       ----       ----       ----

                                                (In thousands, except
                                                 per share amounts)
<S>                                      <C>       <C>        <C>     <C>

Revenues...............................  $11,182   $12,267    $20,060   $26,534
                                         --------  --------   --------  --------

Cost and expenses:
   Lease operating expenses............    4,927     5,774     10,815    14,051
   Depreciation, depletion, and
      amortization.....................    1,445     2,434      3,559     6,066
   Ceiling test write-down.............        -         -          -    66,118
   General and administrative expenses.    1,292     1,053      2,532     3,121
                                         --------  --------   --------  --------
                                           7,664     9,261     16,906    89,356
                                         --------  --------   --------  --------
Other income (expense):
   Interest expense....................   (1,727)   (2,762)    (3,998)   (5,434)
   Interest income.....................       22        35         60        47
   Net earnings of Genesis.............       18       104         83       224
   Other-net...........................     (153)     (146)      (283)     (157)
                                         --------  --------   --------  --------
                                          (1,840)   (2,769)    (4,138)   (5,320)
                                         --------  --------   --------  --------

Earnings (loss) before income taxes....    1,678       237       (984)  (68,142)
Income tax provision (benefit).........      589       103       (306)  (23,120)
                                         --------  --------   --------  --------
Net earnings (loss) from continuing
operations.............................    1,089       134       (678)  (45,022)
                                         --------  --------   --------  --------

Discontinued operations:
  Net (loss) earnings from Howell
       Hydrocarbons(less applicable
       income taxes of $(7), $(15),
       $688, and $(15), respectively)..      (14)      (59)     1,336       (59)
                                         --------  --------   --------  --------

Net earnings (loss)....................    1,075        75        658   (45,081)
   Less: Preferred stock dividends.....     (604)     (604)    (1,208)   (1,208)
                                         --------  --------   --------  --------

Net earnings (loss) applicable to
common shares..........................  $   471   $  (529)    $ (550) $(46,289)
                                         ========  ========   ========  ========

Basic earnings (loss) per common share:
   Continuing operations...............  $  0.09   $ (0.09)    $(0.34)   $(8.45)
   Discontinued operations.............        -     (0.01)      0.24     (0.01)
                                         --------  --------   --------  --------

   Net earnings (loss) per common share
(basic)................................  $  0.09    $(0.10)   $ (0.10)  $ (8.46)
                                         ========  ========   ========  ========

Weighted average shares outstanding
(basic)................................    5,472     5,472      5,472     5,468
                                         ========  ========   ========  ========


Diluted earnings (loss) per common share:
   Continuing operations...............  $  0.09   $ (0.09)   $ (0.34)  $ (8.45)
   Discontinued operations.............        -     (0.01)      0.24     (0.01)
                                         --------  --------   --------  --------

   Net earnings (loss) per common share
(diluted)..............................  $  0.09   $ (0.10)   $ (0.10)   $(8.46)
                                         ========  ========   ========  ========

Weighted average shares outstanding
(diluted)..............................    5,539     5,472      5,472     5,468
                                         ========  ========   ========  ========

Cash dividends per common share........  $  0.04   $  0.04    $  0.08   $  0.08
                                         ========  ========   ========  ========
</TABLE>

See accompanying Notes to Consolidated Financial Statements.

                                   -3-
<PAGE>
CONDENSED CONSOLIDATED BALANCE SHEETS
Howell Corporation and Subsidiaries
<TABLE>
<CAPTION>

                                                      June 30,  December 31,
                                                        1999        1998
                                                     (Unaudited)

                                               (In thousands, except share data)
<S>                                                    <C>        <C>
                       Assets
Current assets:
   Cash and cash equivalents.......................    $    396   $  5,871
   Trade accounts receivable, less allowance for
     doubtful accounts of $161 and $150 in 1999
     and 1998, respectively........................       7,061      9,230
   Income tax receivable...........................           -      5,701
   Deferred income taxes...........................       3,175      3,408
   Other current assets............................         226        577
                                                       ---------  ---------
    Total current assets...........................      10,858     24,787
                                                       ---------  ---------

Property, plant and equipment:
   Oil and gas properties, utilizing the full-cost
     method of accounting..........................     360,350    385,048
   Unproven properties.............................      38,554     43,263
   Other...........................................       2,682      2,653
   Less accumulated depreciation, depletion and
     amortization..................................    (311,748)  (309,330)
                                                       ---------  ---------
    Net property and equipment.....................      89,838    121,634
                                                       ---------  ---------
Investment in Genesis..............................      16,909     16,908
Other assets.......................................       2,752      2,962
                                                       =========  =========
    Total assets...................................    $120,357   $166,291
                                                       =========  =========

        Liabilities and Shareholders' Equity

Current liabilities:
   Current portion of long-term debt...............    $      -   $ 22,000
   Accounts payable................................       6,427      8,639
   Accrued liabilities.............................       3,965      5,520
                                                       ---------  ---------
    Total current liabilities......................      10,392     36,159
                                                       ---------  ---------
Other liabilities..................................       1,175      1,261
                                                       ---------  ---------
Long-term debt.....................................      82,906    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................................     (21,107)   (20,120)
                                                       ---------  ---------
    Total shareholders' equity.....................      25,884     26,871
                                                       =========  =========
    Total liabilities and shareholders' equity.....    $120,357   $166,291
                                                       =========  =========
</TABLE>

See accompanying Notes to Consolidated Financial Statements.

                                   -4-
<PAGE>
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Howell Corporation and Subsidiaries
<TABLE>
<CAPTION>


                                                       Six Months Ended June 30,
                                                            1999        1998
                                                             (In thousands)
<S>                                                       <C>        <C>

OPERATING ACTIVITIES:
Net loss from continuing operations...................    $   (678) $ (45,022)

Adjustments for non-cash items:
   Depreciation, depletion and amortization...........       3,559     72,184
   Deferred income taxes..............................        (455)   (22,479)
   Equity in earnings of investees - net of amortization       (83)      (224)
   Distributions received from Genesis................          82         79
                                                          ---------  ---------
Earnings from continuing operations plus non-cash            2,425      4,538
operating items.......................................
Changes in components of working capital from operations:
   Decrease (increase) in trade accounts receivable...       2,159     (1,668)
   Decrease in federal income tax receivables.........       5,701         -
   Decrease in other current assets...................         351        760
   (Decrease) increase in accounts payable............      (2,236)     2,873
   (Decrease) increase in accrued and other liabilities     (1,610)     1,233
   Increase in income tax payable.....................          24      1,283
                                                          ---------  ---------
Cash provided by continuing operations................       6,814      9,019
Cash provided by (utilized in) discontinued operations       2,003       (535)
                                                          ---------  ---------
Cash provided by operating activities.................       8,817      8,484
                                                          ---------  ---------

INVESTING ACTIVITIES:
Proceeds from the disposition of oil and gas properties     28,439         -
Additions to property, plant and equipment............        (202)   (17,527)
Refund of deposit for Amoco Beaver Creek acquisition..          -      12,369
Other, net............................................         210       (677)
                                                          ---------  ---------
Cash provided by (utilized in) investing activities...      28,447     (5,835)
                                                          ---------  ---------

FINANCING ACTIVITIES:
Repayments under credit agreements, net...............     (41,094)         -
Cash dividends:
     Common shareholders..............................        (437)      (439)
     Preferred shareholders...........................      (1,208)    (1,208)
Exercise of stock options.............................           -         65
                                                          ---------  ---------
Cash utilized in financing activities.................     (42,739)    (1,582)
                                                          ---------  ---------

NET (DECREASE) INCREASE  IN CASH AND CASH EQUIVALENTS.      (5,475)     1,067
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD........       5,871         56
                                                          ---------  ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD..............    $    396   $  1,123
                                                          =========  =========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Net cash paid for:
Interest..............................................    $  4,026   $  3,656
                                                          =========  =========
Income taxes..........................................    $    105   $     65
                                                          =========  =========
</TABLE>

See accompanying Notes to Consolidated Financial Statements

                                   -5-
<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Howell Corporation and Subsidiaries
June 30, 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 and
six months ended June 30, 1999 and 1998. The results of operations for the three
and six months ended June 30, 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 2 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,  2000.  Earlier
application of SFAS 133 is encouraged,  but  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 uses 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 is currently engaged in eight
and nine-month hedging programs,  each ending December 31, 1999. The Company was
also engaged in a nine-month hedging program ending December 31, 1998.

The Company 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 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 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.  The strike price of the
call  options  was  exceeded  during  each month of the  second  quarter of 1999
resulting  in a reduction  of revenues of $0.1 million from what would have been
received had no hedging programs been in place.  Without the options the average
price per barrel of oil for the three and six months  ended June 30,  1999 would
have increased from $14.90 to $15.06 and from $11.71 to $11.78, respectively.

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 the three months ended June 30, 1998,  the Company  received $0.6 million
as a result of the options.  Without the options the average price per barrel of
oil for the three and six months  ended June 30,  1998,  would have been reduced
from $11.35 to $10.67 and $11.85 to $11.51, respectively.


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 and six months ended June
30, 1999, was $1.76 and $2.00 per equivalent barrel, respectively,  versus a pre
write-down  rate of $2.33 and $2.79,  respectively,  for the same periods  ended
June 30, 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 $1.3  million  for the six
months ended June 30, 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 properties  consisted 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
produced  carbon  dioxide,  helium and sulfur.  The Company owned a 4.8% working
interest  in the  Fogarty  Creek Unit which  contained  12 gross  wells (0.6 net
wells) which produced 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
$12.6  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 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 debt.

Note 6 - Litigation

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


Note 7 - Earnings (Loss) per Share

Basic earnings 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.
<TABLE>
<CAPTION>

Three Months Ended June 30, 1999
<S>                            <C>           <C>          <C>
                                                           Earnings
                                               Increase       per
                                Increase      in Number   Incremental
                                in Income     of Shares      Share
                               ------------  -----------  -----------
Options.......................          -        67,113         -
Dividends on convertible
preferred stock............... $   603,750    2,090,909     $ 0.29
</TABLE>
<TABLE>
<CAPTION>


                    Computation of Diluted Earnings per Share
<S>                            <C>           <C>          <C>       <C>
                                 Income
                                Available
                                  from
                               Continuing      Common
                               Operations      Shares     Per Share
                               ------------  -----------  ----------
                               $   485,250    5,471,782     $ 0.09
Common stock options..........          -        67,113         -
                               ------------  -----------  ----------
                               $   485,250    5,538,895     $ 0.09  Dilutive
Dividends on convertible
preferred stock...............     603,750    2,090,909         -
                               ============  ===========  ==========
                               $ 1,089,000    7,629,804     $ 0.14  Antidilutive
                               ============  ===========  ==========
</TABLE>

Note:  Because  diluted EPS from continuing  operations  increases from $0.09 to
$0.14 when convertible  preferred  shares are included in the  computation,  the
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.




<TABLE>
<CAPTION>

Three Months Ended June 30, 1998
<S>                            <C>           <C>          <C>
                                                           Earnings
                                             Increase        per
                                Increase     in Number    Incremental
                                in Income    of Shares      Share
                               ------------  -----------  -----------
Options.......................          -        24,371         -
Dividends on convertible
preferred stock............... $   603,750    2,090,909     $ 0.29
</TABLE>
<TABLE>
<CAPTION>


                    Computation of Diluted Earnings per Share
<S>                            <C>           <C>          <C>       <C>
                                 Income
                                Available
                                  from
                               Continuing      Common
                               Operations      Shares     Per Share
                               ------------  -----------  ----------
                               $  (469,750)   5,471,782     $(0.09)
Common stock options..........         -         24,371         -
                               ------------  -----------  ----------
                               $  (469,750)   5,496,153     $(0.09) Antidilutive
Dividends on convertible
preferred stock...............     603,750    2,090,909         -
                               ============  ===========  ==========
                               $   134,000    7,587,062     $ 0.02  Antidilutive
                               ============  ===========  ==========
</TABLE>

Note: Because diluted EPS from continuing  operations  increases from $(0.09) to
$0.02 when common stock options and 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 for continuing
operations.  Therefore,  diluted EPS from  continuing  operations is reported as
$(0.09).
<TABLE>
<CAPTION>

Six Months Ended June 30, 1999
<S>                            <C>           <C>          <C>

                                                            Earnings
                                               Increase       per
                                 Increase     in Number   Incremental
                                in Income     of Shares      Share
                                -----------  -----------  ----------
Options.......................          -        33,556         -
Dividends on convertible
preferred stock............... $ 1,207,500    2,090,909     $ 0.58
</TABLE>
<TABLE>
<CAPTION>



                    Computation of Diluted Earnings per Share
<S>                            <C>           <C>          <C>       <C>
                                 Net Loss
                                Available
                                  from
                                Continuing     Common
                                Operations     Shares     Per Share
                               ------------  -----------  ----------
                               $(1,885,500)   5,471,782     $(0.34)
Common stock options..........          -        33,556         -
                               ------------  -----------  ----------
                               $(1,885,500)   5,505,338     $(0.34) Antidilutive
Dividends on convertible
preferred stock...............   1,207,500    2,090,909         -
                               =============  ===========  ==========
                               $  (678,000)   7,596,247     $(0.09) Antidilutive
                               ============  ===========  ==========
</TABLE>


Note: Because diluted EPS from continuing  operations  increases from $(0.34) to
$(0.09) when common stock options and 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  for
continuing  operations.  Therefore,  diluted EPS from  continuing  operations is
reported as $(0.34).


<TABLE>
<CAPTION>

Six Months Ended June 30, 1998
<S>                           <C>            <C>          <C>
                                                           Earnings
                                              Increase       per
                                 Increase     in Number   Incremental
                                in Income     of Shares     Share
                               ------------  -----------  ----------
Options.......................          -        84,641         -
Dividends on convertible
preferred stock............... $ 1,207,500    2,090,909     $ 0.58

</TABLE>
<TABLE>
<CAPTION>


                    Computation of Diluted Earnings per Share
<S>                           <C>            <C>          <C>       <C>
                                Net Loss
                                Available
                                  from
                               Continuing      Common
                               Operations      Shares     Per Share
                              -------------  -----------  ----------
                              $(46,229,500)   5,468,232     $(8.45)
Common stock options..........      -            84,641         -
                              -------------  -----------  ----------
                              $(46,229,500)   5,552,873     $(8.33) Antidilutive
Dividends on convertible
preferred stock...............   1,207,500    2,090,909         -
                              =============  ===========  ==========
                              $(45,022,000)   7,643,782     $(5.89) Antidilutive
                              =============  ===========  ==========

</TABLE>

Note: Because diluted EPS from continuing  operations  increases from $(8.45) to
$(8.33) when common stock  options are included in the  computation  and because
diluted EPS increases from $(8.33) to $(5.89) when convertible  preferred shares
are included in the  computation,  both the 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 $(8.45).



<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 and six months ended June 30, 1999 and 1998,
are discussed below.
<TABLE>
<CAPTION>

Oil and Gas Production


                                        Three Months Ended      Six Months Ended
                                              June 30,              June 30,
                                          1999      1998         1999       1998
<S>                                     <C>        <C>          <C>       <C>
Revenues (in thousands):
Sales of oil and natural gas........... $ 10,974   $11,621      $19,650   $ 25,062
Sales of LaBarge other products........       -        291          180        782
Gas marketing..........................       63       265           83        485
Minerals leasing and other.............      145        90          147        205
                                        --------- ---------     --------  ---------
     Total revenues.................... $ 11,182   $12,267      $20,060   $ 26,534
                                        =========  ========     ========  =========

Operating profit (loss) (in thousands). $  3,518   $ 3,006      $ 3,154   $(62,822)
                                        =========  ========     ========  =========

Operating information:
Average net daily production:
    Oil and NGL (Bbls).................    7,254     9,368        8,138      9,792
    Natural gas (Mcf)..................    9,048    11,850        8,925     12,542

Average sales prices:
    Oil and NGL (per Bbl).............. $  14.59   $ 11.18      $ 11.51   $  11.70
    Natural gas (per Mcf).............. $   1.63   $  1.94      $  1.66   $   1.91
</TABLE>




Revenues

Revenues for the three months ended June 30, 1999,  decreased  $1.1 million when
compared  to the  three  months  ended  June 30,  1998,  primarily  due to a 23%
decrease in average net daily  production  of oil and NGL and a 16%  decrease in
the average natural gas price, partially offset by a 31% increase in the average
oil and NGL price.  Contributing  to the decrease in production  was the sale of
the Grass  Creek and  Pitchfork  units in March  1999,  the sale of the  LaBarge
project in January 1999, and sale of the mineral interest in December 1998.



For the six months ended June 30, 1999, revenues decreased $6.5 million from the
same period in 1998.  The change was  primarily due to a decrease in average net
daily  oil and  NGL  production  and  natural  gas  production  of 17% and  29%,
respectively,  a decrease in the average gas price of 13%, and a decrease in the
sales of  LaBarge  other  products  of 77%.  The  sale of the  Grass  Creek  and
Pitchfork  units in March 1999, the sale of the LaBarge project in January 1999,
and sale of the mineral  interest  in December  1998,  also  contributed  to the
decrease in revenues.




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 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 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.  The Company's
average realized sales price of its crude oil production during the three months
ended June 30,  1999,  was reduced by the effects of the options the Company had
in place. The strike price of the call options was exceeded during each month of
the second  quarter of 1999 resulting in a reduction of revenues of $0.1 million
from what  would  have been  received  had no  hedging  programs  been in place.
Without the effects of the  options,  the average  sales price of the  Company's
crude oil production  would have been $15.06 and $11.78,  respectively,  for the
three and six months ended June 30, 1999.

Operating Profit

The Company's  operating profit increased $0.5 million when comparing the second
quarter of 1999 to the second quarter of 1998. The increase in operating  profit
was due to a decrease in operating  expenses  partially  offset by a decrease in
revenues.  Operating  expenses  decreased 17% during the second  quarter of 1999
when compared to the second quarter of 1998. The primary reason for the decrease
was a $1.0  million  decrease  in  depletion  expense,  and a decrease  in total
LaBarge expenses of $0.6 million resulting from its sale in the first quarter of
1999. Also  contributing to the decrease was a reduction in gas marketing costs,
lease operating expenses and production taxes. Partially offsetting the decrease
in operating  expenses was a $0.2 million increase in General and Administrative
expenses resulting from increased medical and legal costs.

For the six-month period ending June 30, 1999, operating profits increased $66.0
million when compared to the six-month  period ended June 30, 1998. The increase
is primarily  due to a first quarter 1998 pre-tax  non-cash  write-down of $66.1
million.  Excluding  the  first  quarter  1998  write-down,   operating  profits
decreased  $0.1 million when  comparing the first six months of 1999 to the same
period of 1998. The effect of decreased  revenues during the first six months of
1999 was partially  offset by a  corresponding  reduction of operating  expenses
during the same period.

For the six months ending June 30, 1999,  operating  expenses decreased 27% when
compared  to the pre  write-down  operating  expenses  during the same period of
1998.  The  primary  reason for the  decrease  was a $2.5  million  decrease  in
depletion  expense,  a  decrease  in  total  LaBarge  expenses  of $1.2  million
resulting from its sale in the first quarter of 1999, a $1.1 million decrease in
lease operating expenses,  and a $0.8 million decrease in production taxes. Also
contributing  to the decrease in expenses  were  reductions in gas marketing and
general  and  administrative  expenses.   General  and  Administrative  expenses
declined due to the  elimination  of the management fee paid to Amoco during the
first two months of 1998.

Crude Oil Marketing

The  Company has a direct and  indirect  equity  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 of $0.1 million during the three and six months ended June
30,  1999.  This  represents  a decrease in  earnings  of $0.2  million and $0.3
million, respectively, from the three and six months ended June 30, 1998.



<PAGE>


Interest Expense

Interest  expense for the three and six months  ended June 30,  1999,  decreased
$1.0 million and $1.4 million, respectively, from the 1998 levels as a result of
decreased  debt of $54 million since June 30, 1998.  The primary reason for this
decrease was the sale of various non-integral  properties with the proceeds used
to reduce debt.


Provision for Income Taxes

The  Company's  effective  tax rate for the three months ended June 30, 1999 and
1998 was 35% and 43%,  respectively.  For the six months ended June 30, 1999 and
1998 the effective tax rate was 31% and 34%, respectively.

RESULTS FROM DISCONTINUED OPERATIONS

Technical Fuels and Chemical Processing

On July 31,  1997,  the Company  completed  the 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
$1.3 million for the six months ended June 30, 1999, as a result of the sale.

LIQUIDITY AND CAPITAL RESOURCES

Cash provided by continuing  operations  for the six months ended June 30, 1999,
was $6.8  million.  This compares to $9.0 million of cash provided by continuing
operations  during the same 1998 period.  The Company's  debt decreased by $41.1
million during the first six months of 1999 while there was no change during the
first six months of 1998. Capital expenditures for the six months ended June 30,
1999,  were  $0.2  million  compared  to  $17.5  million  for the  1998  period.
Management  estimates  that  capital  expenditures  for the balance of 1999 will
approximate $6.0 million.  It is expected that cash flow from operations will be
adequate to fund this level of expenditures.

As a result of sales of non-integral  properties,  the Company's total debt, all
long term, at June 30, 1999, was $82.9 million.  At June 30, 1999, the Company's
borrowing base under the terms of its Credit Facility was $92.0 million.

During the first six months of 1999,  the Company paid common  dividends of $0.4
million and preferred dividends of $1.2 million.

Year 2000 Date Conversion

The  Company  has  implemented  its plan that  addresses  the year 2000  ("Y2K")
conversion  issue.  The Company has evaluated  all computer  systems used in its
operations. This includes accounting and financial systems, field and production
systems,  and  other  significant  field or office  devices  that may not be Y2K
compliant. Further, the Company has made a determination of what remedial action
is necessary  and has  initiated  its remedial  plan.  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  Company is also in the  process of  determining  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  during the
third quarter of this year.

The  present   estimate  of  the  cost  of  Y2K  conversion  and  compliance  is
approximately  $420,000. 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 has
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 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:  August 12, 1999              /s/  Allyn R. Skelton, II
                                    -------------------------
                                    Allyn R. Skelton, II
                                    Vice President & Chief Financial Officer
                                    (Principal Financial and Accounting Officer)