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 September 30, 2002

                                       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 6, 2002
-----------------------------       -------------------------------
Common Stock, $1.00 par value                  6,765,028


                         This report contains 17 pages
<PAGE>


                      HOWELL CORPORATION AND SUBSIDIARIES

                                   Form 10-Q

                                     INDEX



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

Item 1. Consolidated Statements of Operations --
          Three and nine months ended September 30, 2002 and
          2001 (unaudited)...........................................     3

        Consolidated Balance Sheets --
          September 30, 2002 (unaudited) and December 31, 2001.......     4

        Consolidated Statements of Cash Flows --
          Nine months ended September 30, 2002 and 2001 (unaudited)..     5

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

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk...    14

Item 4. Controls and Procedures......................................    14



Part II.Other Information

Item 6. Exhibits and Reports on Form 8-K.............................    15

                                      -2-
<PAGE>

                         PART I. FINANCIAL INFORMATION

Item 1.  Consolidated Financial Statements and Notes Thereto

<TABLE>

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


                                   Three Months Ended   Nine Months Ended
                                      September 30,       September 30,
                                     2002      2001      2002      2001
                                     ----      ----      ----      ----

                                  (In thousands, except per share amounts)
<S>                                <C>       <C>        <C>       <C>
Revenues.........................  $26,385   $21,547    $68,575   $67,357
                                   --------  --------   --------  --------


Cost and expenses:
  Lease operating expenses.......   10,179     9,060     28,722    27,269
  Depreciation, depletion, and
    amortization.................    2,926     2,408      8,819     6,651
  General and administrative
    expenses.....................    2,879     2,046      6,486     4,354
                                   --------  --------   --------  --------
                                    15,984    13,514     44,027    38,274
                                   --------  --------   --------  --------

Other income (expense):
  Interest expense...............     (707)     (976)    (2,277)  (3,357)
  Interest income................        5        19         25       62
  Other-net......................        1       (37)         2      213
                                   --------  --------   --------  --------
                                      (701)     (994)    (2,250)   (3,082)
                                   --------  --------   --------  --------

Earnings  before income taxes....    9,700     7,039     22,298    26,001
Income tax provision.............    3,395     2,323      7,804     8,960
                                   --------  --------   --------  --------

Net earnings ....................    6,305     4,716     14,494    17,041
  Less: Preferred stock dividends     (604)     (604)    (1,812)   (1,812)
                                   --------  --------   --------  --------

Net earnings applicable to common
shares...........................  $ 5,701   $ 4,112    $12,682   $15,229
                                   ========  ========   ========  ========


Net earnings per common share -
basic............................  $  0.88   $  0.63    $  1.94   $  2.31
                                   ========  ========   ========  ========

Weighted average shares
outstanding - basic..............    6,499     6,561      6,521     6,586
                                   ========  ========   ========  ========


Net earnings per common share -
diluted..........................  $  0.67   $  0.50    $  1.55   $  1.80
                                   ========  ========   ========  ========

Weighted average shares
outstanding - diluted............    9,398     9,427      9,371     9,490
                                   ========  ========   ========  ========


Cash dividends per common share..  $  0.04   $  0.04    $  0.12   $  0.12
                                   ========  ========   ========  ========
</TABLE>

See accompanying Notes to Consolidated Financial Statements.

                                      -3-
<PAGE>
<TABLE>

CONSOLIDATED BALANCE SHEETS
Howell Corporation and Subsidiaries
<CAPTION>

                                                 September 30, December 31,
                                                     2002         2001
                                                     ----         ----
                                                  (Unaudited)

                                              (In thousands, except share data)
<S>                                                <C>         <C>
                   Assets
Current assets:
  Cash and cash equivalents......................  $  8,284    $  7,442
  Trade accounts receivable, less allowance
    for doubtful accounts of
    $187 in 2002 and 2001........................    10,264       6,868
  Income tax receivable..........................       816       1,037
  Deferred income taxes..........................        59          59
  Other current assets...........................     1,327       1,296
                                                   ---------   ---------
    Total current assets.........................    20,750      16,702
                                                   ---------   ---------


Property, plant and equipment:
  Oil and gas properties, utilizing the
    full-cost method of accounting...............   373,807     368,030
  Unproven properties............................    19,123      19,123
  Other..........................................     4,742       4,688
  Less accumulated depreciation, depletion
    and amortization.............................  (251,061)   (244,454)
                                                   ---------   ---------
    Net property, plant and equipment............   146,611     147,387
                                                   ---------   ---------
Other assets.....................................       136         687
                                                   ---------   ---------
    Total assets.................................  $167,497    $164,776
                                                   =========   =========

    Liabilities and Shareholders' Equity

Current liabilities:
  Accounts payable...............................  $ 10,733    $ 10,284
  Accrued liabilities - oil and gas
    properties...................................     2,482       2,380
  Accrued liabilities - other....................     3,885       2,766
  Income tax payable.............................       511          74
                                                   ---------   ---------
    Total current liabilities....................    17,611      15,504
                                                   ---------   ---------
Deferred income taxes............................     9,208       5,628
                                                   ---------   ---------
Other liabilities................................     4,308       2,728
                                                   ---------   ---------
Long-term debt...................................    71,000      87,000
                                                   ---------   ---------

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; 6,735,620
    shares issued in 2002; 6,098,652 shares
    issued and outstanding in 2001...............    6,736       6,099
  Additional paid-in capital.....................   53,366      46,729
  Treasury stock (11,900 shares) at cost.........     (132)          -
  Unearned compensation..........................   (1,273)       (828)
  Retained earnings..............................    5,983       1,226
                                                  ---------   ---------
    Total shareholders' equity...................   65,370      53,916
                                                  ---------   ---------
    Total liabilities and shareholders' equity... $167,497    $164,776
                                                  =========   =========

</TABLE>
See accompanying Notes to Consolidated Financial Statements.

                                      -4-
<PAGE>

<TABLE>

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

                                                 Nine Months Ended September 30,
                                                        2002       2001
                                                        ----       ----
                                                         (In thousands)
<S>                                                  <C>         <C>
OPERATING ACTIVITIES:
Net earnings from operations.......................  $ 14,494    $ 17,041
Adjustments for non-cash items:
  Depreciation, depletion and amortization.........     8,819       6,651
  Deferred income taxes............................     3,580       3,694
  Other............................................       379         225
                                                     ---------   ---------
Earnings from operations plus non-cash operating
     items.........................................    27,272      27,611
Changes in components of working capital:
  Decrease (increase) in trade accounts
     receivable....................................    (3,396)      3,189
  Decrease (increase) in income tax receivable.....       221        (506)
  Increase in other current assets.................       (31)     (1,604)
  Increase (decrease) in accounts payable..........       457      (1,762)
  Increase in accrued and other liabilities........     2,793       3,974
  Increase in income tax payable...................       437         909
                                                     ---------   ---------
Cash provided by operating activities..............    27,753      31,811
                                                     ---------   ---------

INVESTING ACTIVITIES:
Proceeds from the disposition of property..........       123         667
Additions to property, plant and equipment.........    (8,166)    (22,478)
Other, net.........................................       551        (157)
                                                     ---------   ---------
Cash utilized in investing activities..............    (7,492)    (21,968)
                                                     ---------   ---------

FINANCING ACTIVITIES:
Repayments under revolving credit agreement, net...   (16,000)     (1,000)
Cash dividends:
     Common shareholders...........................      (784)       (712)
     Preferred shareholders........................    (1,811)     (1,811)
Stock options exercised............................       176         167
Stock purchased and reissued as restricted shares..      (868)     (1,060)
Stock purchased for treasury.......................      (132)          -
                                                     ---------   ---------
Cash utilized in financing activities..............   (19,419)     (4,416)
                                                     ---------   ---------

NET INCREASE IN CASH AND CASH EQUIVALENTS..........       842       5,427
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD.....     7,442       5,553
                                                     ---------   ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD...........  $  8,284    $ 10,980
                                                     =========   =========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for:
Interest...........................................  $  2,206    $  3,436
                                                     =========   =========
Income taxes.......................................  $  3,561    $  4,868
                                                     =========   =========
</TABLE>


See accompanying Notes to Consolidated Financial Statements.

                                      -5-
<PAGE>


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Howell Corporation and Subsidiaries
September 30, 2002 and 2001


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 United States of America.  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 nine months ended  September 30, 2002
and 2001.  The  results  of  operations  for the three  and nine  months  ended
September  30, 2002 and 2001 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,  2001.  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 - Financial Instruments and Hedging Activities

In order to mitigate  the  effects of future  price  fluctuations,  the Company
from time to time uses limited  programs to hedge its  production.  Futures and
options contracts are used as the hedging tools.

There were no hedging tools in place during the first nine months of 2002.

During  the  second  quarter  of  2001,  the  Company  purchased  a put  option
covering  4,000  barrels  of oil per  day  for  calendar  months  June  through
December  2001,  allowing  it to benefit  should  the NYMEX  price for oil fall
below  $23.40 per  barrel.  The  premium  paid was $0.4  million and the market
value of the position and its carrying  value at September  30, 2001,  was $0.5
million.

During  the  fourth  quarter  of  2000,  the  Company  purchased  a put  option
covering  7,500 MMBTU of natural gas per day for NYMEX  contract  months  March
through  December  2001,  allowing it to benefit should the NYMEX price for gas
fall below $3.50 per MMBTU.  The premium  paid was $0.3  million and the market
value of the position and its carrying  value at September  30, 2001,  was $0.9
million.

The  Company   recognizes  changes  in  the  market  value  of  the  derivative
instruments in earnings for the respective period.


Note 3 - Accumulated Depreciation, Depletion and Amortization

The  Company's  depletion  rate for the three months ended  September  30, 2002
and 2001,  was $2.58 per  equivalent  barrel  for each  period.  The  depletion
rate for the nine  months  ended  September  30,  2002 and 2001,  was $2.67 and
$2.46 per equivalent barrel, respectively.


Note 4 - Merger Agreement

On  September  29, 2002,  the Company  entered into an agreement to be acquired
by Houston-based  Anadarko Petroleum Corporation  ("Anadarko") in a cash merger
in which the  Company's  common  stockholders  are to receive  $20.75 per share
and holders of the Company's $3.50  Convertible  Preferred Stock,  Series A are
to receive  $76.15 per share.  The boards of  directors  of Howell and Anadarko
have unanimously  approved the acquisition,  which is expected to close in late
2002,  subject to  customary  conditions,  including  approval  by holders of a
majority  of Howell  common  stock.  Certain  Howell  directors,  officers  and
founding-family  members,  representing  about 41% of common shares outstanding
have agreed to vote their shares in favor of the transaction with Anadarko.

                                      -6-
<PAGE>

Note 5 - Acquisitions and Dispositions

On November 20, 2001, the Company  purchased an additional  interest in the Elk
Basin Field for $26.0  million.  The  purchase  gave the Company  approximately
64%  of  the  working   interest  in  the  field.   The   following  pro  forma
information  assumes that the effective date of the  acquisition was January 1,
2001.  Adjustments  have been made to reflect changes in the Company's  results
from revenues and direct operating expenses of producing  properties  acquired,
additional  interest  expense to reflect  the  acquisition,  and  depreciation,
depletion  and  amortization  based  on  fair  values  assigned  to the  assets
acquired.   The  unaudited  pro  forma   financial  data  is  not   necessarily
indicative of financial  results that would have  occurred had the  acquisition
occurred  at  the  beginning  of  each  period  and  should  not be  viewed  as
indicative of operations in future periods.
<TABLE>
<CAPTION>
                                                   Pro forma Unaudited
                                         Three Months Ended      Nine Months Ended
                                                   September 30, 2001
                                                   ------------------
                                         (In thousands, except per share amounts)

<S>                                            <C>                   <C>
    Revenues.................................. $25,502               $80,764
    Net earnings from operations.............. $ 5,323               $19,561
    Net earnings per common share - basic..... $  0.72               $  2.70
    Net earnings per common share - diluted... $  0.56               $  2.06
</TABLE>

On February 28, 2001, the Company  announced  that it traded certain  producing
oil  and  gas  properties  in  a  tax-free,  like-kind  exchange.  The  Company
assigned  all  of  its  working  interest  in  Main  Pass  Blocks  64 and 65 in
exchange  for a 26%  working  interest  in the Salt Creek  Field Light Oil Unit
located in Natrona  County,  Wyoming.  The  Company  also paid $7.6  million as
part of the  transaction.  The trade did not  materially  affect the  Company's
reserve base.  This trade  concluded  the Company's  operations in the offshore
area of the Gulf of Mexico.  The  Company  now owns a 98%  working  interest in
the Salt  Creek  Field  Light  Oil  Unit,  the  largest  producing  unit in the
field. In addition,  the Company  received 16,900  undeveloped net acres in the
Big Horn Basin of Wyoming and a cash  payment of $0.3  million in exchange  for
acreage in the Wind River Basin of Wyoming.


Note 6 - Litigation

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


Note 7 - Earnings per Share

Prior  periods'  earnings per share ("EPS") have been  calculated  after giving
retroactive  effect to the 10% stock dividend  declared and issued in the first
quarter of 2002.

Basic EPS amounts are  calculated  using the  average  number of common  shares
outstanding  during each period less the average  number of  restricted  shares
outstanding  during each  period.  Diluted EPS assumes  conversion  of dilutive
convertible  preferred  stock and exercise of all stock options having exercise
prices  less than the average  market  price of the common  stock,  and assumes
the  lapse  of  restrictions  with  respect  to  restricted  stock,  using  the
treasury stock method.


                                      -7-
<PAGE>
The tables below present the  reconciliation  of the numerators and denominators
in  calculating  diluted EPS from  operations  in accordance  with  Statement of
Financial Accounting Standards No. 128.

<TABLE>

Three Months Ended September 30, 2002
<CAPTION>
                                                      Increase in      Earnings
                                                       Number of         per
                                         Increase        Common      Incremental
                                        in Income        Shares         Share
                                       -----------    -----------    -----------
<S>                                    <C>            <C>            <C>
Common stock options and
   restricted stock................             -        366,479            -
Dividends on convertible
   preferred stock.................    $  603,750      2,532,300        $0.24
</TABLE>
<TABLE>
<CAPTION>
                   Computation of Diluted Earnings per Share

                                         Income          Common          Per
                                        Available        Shares         Share
                                       -----------    -----------    -----------
<S>                                    <C>            <C>            <C>          <C>
                                       $5,701,250     $6,499,210        $0.88
Common stock options and
   restricted stock................             -        366,479            -
                                       -----------    -----------    -----------
                                        5,701,250      6,865,689         0.83     Dilutive
Dividends on convertible
   preferred stock.................       603,750      2,532,300            -
                                       -----------    -----------    -----------
                                       $6,305,000      9,397,989        $0.67     Dilutive
                                       ===========    ===========    ===========
</TABLE>

Note:  Because  EPS  decreases  from $0.88 to $0.83 when common  stock  options
and  restricted   stock  are  included  in  the  computation  and  because  EPS
decreases  from  $0.83  to $0.67  when the  convertible  preferred  shares  are
included in the computation,  those common stock options,  restricted stock and
convertible   preferred  shares  are  dilutive.   Therefore,   diluted  EPS  is
reported as $0.67.



<TABLE>

Three Months Ended September 30, 2001
<CAPTION>
                                                      Increase in      Earnings
                                                       Number of         per
                                         Increase        Common      Incremental
                                        in Income        Shares         Share
                                       -----------    -----------    -----------
<S>                                    <C>            <C>            <C>
Common stock options and
   restricted stock................             -        333,429            -
Dividends on convertible
   preferred stock.................    $  603,750      2,532,300        $0.24
</TABLE>
<TABLE>
<CAPTION>

                   Computation of Diluted Earnings per Share

                                         Income          Common          Per
                                        Available        Shares         Share
                                       -----------    -----------    -----------
<S>                                    <C>            <C>            <C>          <C>
                                       $4,112,250      6,560,989        $0.63
Common stock options and
   restricted stock................             -        333,429            -
                                       -----------    -----------    -----------
                                       $4,112,250      6,894,418         0.60     Dilutive
Dividends on convertible
   preferred stock.................       603,750      2,532,300           -
                                       -----------    -----------    -----------
                                       $4,716,000      9,426,718        $0.50     Dilutive
                                       ===========    ===========    ===========

</TABLE>

Note:  Because  EPS  decreases  from $0.63 to $0.60 when common  stock  options
and  restricted   stock  are  included  in  the  computation  and  because  EPS
decreases  from  $0.60  to $0.50  when the  convertible  preferred  shares  are
included in the computation,  those common stock options,  restricted stock and
convertible   preferred  shares  are  dilutive.   Therefore,   diluted  EPS  is
reported as $0.50.

                                      -8-
<PAGE>
<TABLE>

Nine Months Ended September 30, 2002
<CAPTION>
                                                      Increase in      Earnings
                                                       Number of         per
                                         Increase        Common      Incremental
                                        in Income        Shares         Share
                                       ------------   -----------    -----------
<S>                                    <C>            <C>            <C>
Common stock options and
   restricted stock................             -        318,119            -
Dividends on convertible
   preferred stock.................    $1,811,250      2,532,300        $0.72
</TABLE>
<TABLE>
<CAPTION>

                   Computation of Diluted Earnings per Share

                                         Income          Common          Per
                                        Available        Shares         Share
                                       ------------   -----------    -----------
<S>                                    <C>            <C>            <C>          <C>
                                       $12,682,750     6,520,791        $1.94
Common stock options and
   restricted stock................              -       318,119            -
                                       ------------   -----------    -----------
                                        12,682,750     6,838,910         1.85     Dilutive
Dividends on convertible
   preferred stock.................      1,811,250     2,532,300            -
                                       ------------   -----------    -----------
                                       $14,494,000     9,371,210        $1.55     Dilutive
                                       ============   ===========    ===========

</TABLE>
Note:  Because  EPS  decreases  from $1.94 to $1.85 when common  stock  options
and  restricted   stock  are  included  in  the  computation  and  because  EPS
decreases  from  $1.85  to $1.55  when the  convertible  preferred  shares  are
included in the computation,  those common stock options,  restricted stock and
convertible   preferred  shares  are  dilutive.   Therefore,   diluted  EPS  is
reported as $1.55.

<TABLE>
Nine Months Ended September 30, 2001
<CAPTION>
                                                      Increase in      Earnings
                                                       Number of         per
                                         Increase        Common      Incremental
                                        in Income        Shares         Share
                                       ------------   -----------    -----------
<S>                                    <C>            <C>            <C>
Common stock options and
   restricted stock................             -        372,438            -
Dividends on convertible
   preferred stock.................    $1,811,250      2,532,300        $0.72
</TABLE>
<TABLE>
<CAPTION>

                   Computation of Diluted Earnings per Share

                                         Income          Common          Per
                                        Available        Shares         Share
                                       ------------   -----------    -----------
<S>                                    <C>            <C>            <C>          <C>
                                       $15,229,750     6,585,680        $2.31
Common stock options and
   restricted stock................             -        372,438            -
                                       ------------   -----------    -----------
                                        15,229,750     6,958,118         2.19     Dilutive
Dividends on convertible
   preferred stock.................      1,811,250     2,532,300            -
                                       ------------   -----------    -----------
                                       $17,041,000     9,490,418        $1.80     Dilutive
                                       ============   ===========    ===========

</TABLE>

Note:  Because  EPS  decreases  from $2.31 to $2.19 when common  stock  options
and  restricted   stock  are  included  in  the  computation  and  because  EPS
decreases  from  $2.19  to $1.80  when the  convertible  preferred  shares  are
included in the computation,  those common stock options,  restricted stock and
convertible   preferred  shares  are  dilutive.   Therefore,   diluted  EPS  is
reported as $1.80.

                                      -9-
<PAGE>



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 OPERATIONS

The Company's  principal  business  segment is oil and gas production.  Results
of  operations  for the three and nine  months  ended  September  30,  2002 and
2001, are discussed below.
<TABLE>
Oil and Gas Production
<CAPTION>


                                Three Months Ended     Nine Months Ended
                                   September 30,         September 30,
                                  2002      2001        2002      2001
                                  ----      ----        ----      ----
                              (In thousands, except operating information)
<S>                             <C>       <C>         <C>       <C>
Revenues:
Sales of oil and natural gas.   $26,206   $20,634     $68,045   $65,429
Other........................       179       913         530     1,928
                                -------   -------     -------   -------
     Total revenues..........    26,385    21,547      68,575    67,357

Operating expenses...........    15,984    13,514      44,027    38,274
                                -------   -------     -------   -------
Operating profit.............   $10,401   $ 8,033     $24,548   $29,083
                                =======   =======     =======   =======

Operating information:
Average net daily production:
    Oil (Bbls)...............     9,655     8,299       9,639     8,062
    NGL (Bbls)...............       697       276         653       342
    Natural gas (Mcf)........    10,342     7,985       9,269     7,718
    Equivalent (Bbls)........    12,076     9,906      11,837     9,690

Average sales prices:
    Oil (Bbls)...............   $ 26.45   $ 24.48     $ 23.03   $ 24.94
    NGL (Bbls)...............   $ 16.93   $ 15.82     $ 15.28   $ 22.09
    Natural gas (per Mcf)....   $  1.71   $  2.10     $  1.87   $  4.02
</TABLE>


Revenues  for the  three  months  ended  September  30,  2002,  increased  $4.8
million  when  compared to the three  months  ended  September  30,  2001.  The
increase  was  primarily  due  to a 16%  increase  in  oil  production,  a 153%
increase  in  NGL  production  and  a  30%  increase  in  gas  production.  The
increase  in revenue  was  partially  offset by a 19%  decrease  in the average
natural  gas  price.  The  increase  in  production  was  primarily  due to the
purchase  of an  additional  interest  in the Elk Basin  field  during 2001 and
successful  development  drilling  in the Elk  Basin  field.  The  decrease  in
other  revenues was  primarily due to $0.6 million of income as a result of the
commodity  contracts  during the third quarter of 2001.  See Note 2 of Notes to
the Consolidated Financial Statements.

For the nine months ended September 30, 2002,  revenues  increased $1.2 million
from the same period in 2001.  The change was  primarily  due to a 20% increase
in oil and gas  production and a 91% increase in NGL  production.  The increase
was  partially  offset by a 53% decrease in average gas prices,  an 8% decrease
in  average  oil  prices,  and  a 31%  decrease  in  average  NGL  prices.  The
increase  in  production  was  primarily  due to  the  purchase  of  additional
interests  in the Elk Basin and Salt Creek  fields  during  2001.  The decrease
in other  revenues was  primarily  due to $1.1 million of income as a result of
the commodity  contracts  during 2001.  Additionally,  during 2002,  there have
been no sales of  purchased  gas which  amounted to $0.4  million in 2001.  See
Note 2 of Notes to the Consolidated Financial Statements.

                                      -10-
<PAGE>

Operating  expenses  increased  $2.5 million  during the third  quarter of 2002
when  compared  to the third  quarter  of 2001.  An  increase  in  general  and
administrative  expenses of $0.8 million,  an increase in  production  taxes of
$0.6  million,  an increase in other lease  operating  expenses of $0.6 million
and an increase of $0.5 million in  depreciation,  depletion  and  amortization
expense  related to increased  production  were primarily  responsible  for the
increased  expenses.  These  were  primarily  due  to the  additional  interest
acquired in the Elk Basin field during  2001,  a reduction in overhead  credits
received and  increased  production.  Also  contributing  to the increase  were
$0.5 million of costs associated with the proposed merger.

For the nine months ended  September  30, 2002,  operating  expenses  increased
$5.8 million when compared to the same period in 2001.  The primary  reason for
the  increase  was a $2.2  million  increase  in  depreciation,  depletion  and
amortization  expense,  a $2.1 million  increase in general and  administrative
expenses,  and a $1.5  million  increase  in  production  taxes and other lease
operating  expenses.  These  were  primarily  due to the  additional  interests
acquired  in the Salt Creek and Elk Basin  fields  during  2001,  resulting  in
increased  production,  higher  benefit  costs  and  a  reduction  in  overhead
credits   received.   The  increase  also   reflected  $0.5  million  of  costs
associated with the proposed merger.

During  the  second  quarter  of  2001,  the  Company  purchased  a put  option
covering  4,000  barrels  of oil per  day  for  calendar  months  June  through
December  2001,  allowing  it to benefit  should  the NYMEX  price for oil fall
below  $23.40 per  barrel.  The  premium  paid was $0.4  million and the market
value of the position and its carrying  value at September  30, 2001,  was $0.5
million.  The change in market  value  resulted in earnings of $0.1 million for
the three and nine months ended September 30, 2001.

During  the  fourth  quarter  of  2000,  the  Company  purchased  a put  option
covering  7,500 MMBTU of natural gas per day for NYMEX  contract  months  March
through  December  2001,  allowing it to benefit should the NYMEX price for gas
fall below $3.50 per MMBTU.  The premium  paid was $0.3  million and the market
value of the position and its carrying  value at September  30, 2001,  was $0.9
million.  The change in market  value  resulted in earnings of $0.6 million and
$1.0  million  for  the  three  and  nine  months  ended  September  30,  2001,
respectively.

The  Company's  operating  profit  increased  $2.4 million for the three months
ended  September  30,  2002,  when  compared  to the same  period in 2001.  The
increase  was  primarily  due  to  higher  production  and  higher  oil  prices
partially  offset by increased  operating  costs  resulting from the additional
interest acquired in the Elk Basin field during 2001.

The  Company's  operating  profit  decreased  $4.5  million for the nine months
ended  September  30, 2002,  when  compared to the nine months ended  September
30,  2001.   The  decrease  was  primarily  due  to  lower  energy  prices  and
increased  operating costs,  partially offset by higher  production,  resulting
from the additional  interests  acquired in the Salt Creek and Elk Basin fields
during 2001.


Interest Expense

Interest  expense  for the three and nine  months  ended  September  30,  2002,
decreased  $0.3 million and $1.1  million,  respectively,  from the 2001 level.
The decrease was primarily the result of a decrease in average  interest  rates
of 1.8% and 3.0% for the  three  and nine  months  ended  September  30,  2002,
respectively.  An  increase in average  debt  outstanding  of $9.3  million and
$14.4  million  for the  three  and  nine  months  ended  September  30,  2002,
respectively,  as compared to the same  periods of 2001,  partially  offset the
decrease in rates.

Provision for Income Taxes

The  Company's  effective  tax  rate  for  the  three  and  nine  months  ended
September 30, 2002 and 2001 was 35%.

                                      -11-
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

Cash provided by  operations,  before  working  capital  changes,  for the nine
months ended  September  30, 2002,  was $27.3  million.  This compares to $27.6
million for the same period  during  2001.  The  Company's  debt  decreased  by
$16.0  million  during  the first nine  months of 2002  while  there was a $1.0
million  decrease  during the first nine months of 2001.  Capital  expenditures
for the nine months ended  September  30, 2002,  were $8.2 million  compared to
$22.5 million for the 2001 period.

The Company's  total debt,  all  long-term,  at September  30, 2002,  was $71.0
million.  At September 30, 2002,  the Company's  borrowing base under the terms
of its Credit  Facility  was $115.0  million.  The banks have made  commitments
totaling  $100.0  million  under the  facility and the Company has the right to
borrow  up to  the  lesser  of  the  borrowing  base  or  the  total  of  those
commitments.  The  Company  also has the  right to seek  increased  commitments
from the banks that are party to the facility or to bring in additional banks.

During the first nine months of 2002,  the Company  paid  common  dividends  of
$0.8 million and preferred  dividends of $1.8  million.  During this period the
Company also acquired 11,900 shares of its common stock.

On  September  29, 2002,  the Company  entered into an agreement to be acquired
by  Houston-based  Anadarko  in a cash  merger  in which the  Company's  common
stockholders  are to  receive  $20.75 per share and  holders  of the  Company's
$3.50 Convertible Preferred Stock, Series A are to receive $76.15 per share.


UNPROVEN PROPERTIES

The  Company  acquired  significant  oil and gas  properties  in  1997.  One of
those  properties,  the Salt Creek Field, was identified as having  significant
potential  beyond  its  existing  producing  reserves  through  a CO2  tertiary
recovery.  Accordingly,  a portion of the  acquisition  cost was  allocated  to
this  CO2  flood   candidate.   In  light  of  the   unusually  low  oil  price
environment   for  nearly  two  years   following  the   acquisition,   limited
evaluation  work was done  during  that  period.  With the  improvement  in oil
prices,  Company  personnel and consultants  studied the Salt Creek property to
determine  the  feasibility  of  such a  project.  The  study  culminated  in a
recommendation  to the  Board of  Directors  in 2001 to  implement  a pilot CO2
flood,  estimated to cost $10.6  million,  $8.2 million of which would be spent
in  the  first  three  years.  The  Board  approved  the  capital  expenditures
necessary to fund the pilot.

In order to commence  the flood,  a CO2  pipeline  has to be extended  into the
area. The Company had  discussions and  negotiations  with parties who have the
experience  and the  capital  resources  necessary  to build,  fund and operate
such a line.  These  discussions  ultimately  resulted in our  agreement  to be
acquired by  Anadarko.  Should the  proposed  merger with  Anadarko  not occur,
funding for the pilot would be expected to come from internally  generated cash
flow,  but  expenditures  would not  commence  until a CO2  supply is  assured.
While a  successful  pilot would be  encouraging,  additional  pilots  might be
necessary in order to prove the method effective across the field.

At September 30, 2002,  $14.6 million  attributable to the Salt Creek CO2 pilot
is included  in unproven  properties  on the  balance  sheet.  If the CO2 flood
project  is  abandoned  or  not  successful,   the  associated  costs  will  be
transferred  to the full  cost pool and would  result in  increasing  depletion
expense  in  future  periods.   The  Company  has  not  recognized  any  proved
reserves attributable to the CO2 potential of the Salt Creek field.

                                      -12-
<PAGE>

FORWARD-LOOKING STATEMENTS

This Form 10-Q  includes  "forward-looking  statements"  within the  meaning of
Section 27A of the Securities  Act of 1933, as amended,  and Section 21E of the
Securities  Exchange  Act of  1934,  as  amended.  All  statements  other  than
statements of historical  facts included in this Form 10-Q,  including  without
limitation the statements  under  "Business",  "Properties"  and  "Management's
Discussion  and  Analysis of  Financial  Condition  and Results of  Operations"
regarding the nature of the Company's oil and gas reserves,  productive  wells,
acreage,  and  drilling  activities,  the adequacy of the  Company's  financial
resources,  current and future  industry  conditions and the potential  effects
of such matters on the Company's business  strategy,  results of operations and
financial   position,   are   forward-looking   statements.   Words   such   as
"anticipate",  "expect",  "project",  and similar  expressions  are intended to
identify  forward-looking  statements.  Although the Company  believes that the
expectations  reflected in the forward-looking  statements contained herein are
reasonable,  no  assurance  can be given that such  expectations  will prove to
have been correct.  Certain  important  factors that could cause actual results
to differ  materially  from  expectations  ("Cautionary  Statements"),  include
without  limitation,  the  failure  of the  requisite  number of the  Company's
common   stockholders  to  approve  the  Company's   acquisition  by  Anadarko,
fluctuations  of the prices  received  for the  Company's  oil and natural gas,
uncertainty of drilling results and reserve  estimates,  competition from other
exploration,   development  and  production   companies,   operating   hazards,
abandonment  costs,  the effects of  governmental  regulation and the leveraged
nature  of  the   Company,   are  stated   herein  in   conjunction   with  the
forward-looking  statements  or are included  elsewhere in this Form 10-Q.  All
subsequent  written and oral  forward-looking  statements  attributable  to the
Company  or  persons  acting on its behalf  are  expressly  qualified  in their
entirety by the Cautionary Statements.


                                      -13-
<PAGE>

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in market risk from the information
provided in Item 7A of Form 10-K for the year ended December 31, 2001.


Item 4.  Controls and Procedures

Within  ninety  days  prior to the date of this  report,  our  Chief  Executive
Officer and Chief Financial  Officer  performed an evaluation of our disclosure
controls  and  procedures,  which have been  designed  so that the  information
required  to  be  disclosed  in  the  reports  we  file  or  submit  under  the
Securities  Exchange  Act  of  1934,  as  amended,   is  recorded,   processed,
summarized and reported  within the time periods  specified by the  Commission.
Based on this  evaluation,  our Chief  Executive  Officer  and Chief  Financial
Officer   concluded   that  our  disclosure   controls  and   procedures   were
effective.  We have made no  significant  changes in our  internal  controls or
in other factors that could  significantly  affect our internal  controls since
the date of that evaluation.

                                      -14-
<PAGE>
                          PART II. OTHER INFORMATION


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

    (a)   Exhibits

          2.1 Agreement and Plan  of  Merger  dated as of September 29, 2002, by
              and among Howell  Corporation, Anadarko Petroleum Corporation, and
              Belair Merger  Corp. whereby Anadarko Petroleum Corporation   will
              acquire Howell Corporation.

         10.1 Severance Program for Executives

         99.1 Certification of Chief  Executive  Officer  Pursuant  to 18 U.S.C.
              Section   1350,  as  Adopted   Pursuant  to  Section  906  of  the
              Sarbanes-Oxley Act of 2002.

         99.2 Certification or Chief Financial Officer  Pursuant  to  18  U.S.C.
              Section   1350,  as  Adopted   Pursuant  to  Section  906  of  the
              Sarbanes-Oxley Act of 2002.

    (b)  Reports on Form 8-K

         A report on  Form  8-K  was filed  September  30, 2002  announcing  the
         proposed  acquisition  of  Howell  Corporation  by  Anadarko  Petroleum
         Corporation.



                                    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 7, 2002            /s/  ALLYN R. SKELTON, II
                                   -------------------------------------
                                   Allyn R. Skelton, II
                                   Vice President & Chief Financial Officer
                                   (Principal Financial and Accounting Officer)


                                      -15-
<PAGE>


                                CERTIFICATIONS
I, Richard K. Hebert, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Howell Corporation;

2. Based on my  knowledge,  this  quarterly  report does not contain any untrue
statement  of a material  fact or omit to state a material  fact  necessary  to
make the  statements  made,  in light of the  circumstances  under  which  such
statements  were made,  not  misleading  with respect to the period  covered by
this quarterly report;

3.  Based on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly report,  fairly present in all material
respects the financial  condition,  results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officer  and  I are  responsible  for
establishing  and  maintaining  disclosure  controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed  such  disclosure  controls and  procedures to ensure that material
information   relating   to  the   registrant,   including   its   consolidated
subsidiaries,   is  made  known  to  us  by  others   within  those   entities,
particularly  during  the  period  in  which  this  quarterly  report  is being
prepared;
b) evaluated the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within  90  days  prior  to the  filing  date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions  about the  effectiveness
of the  disclosure  controls and  procedures  based on our evaluation as of the
Evaluation Date;

5. The  registrant's  other certifying  officer and I have disclosed,  based on
our  most  recent  evaluation,  to the  registrant's  auditors  and  the  audit
committee  of  registrant's  board of  directors  (or  persons  performing  the
equivalent function):
a) all  significant  deficiencies  in  the  design  or  operation  of  internal
controls  which  could  adversely  affect the  registrant's  ability to record,
process,  summarize  and  report  financial  data and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant  role in the registrant's  internal  controls;
and

6. The  registrant's  other  certifying  officer and I have  indicated  in this
quarterly  report  whether or not there were  significant  changes in  internal
controls  or  in  other  factors  that  could  significantly   affect  internal
controls  subsequent to the date of our most recent  evaluation,  including any
corrective  actions  with  regard  to  significant  deficiencies  and  material
weaknesses.

Date: November 7, 2002

                                           /s/ RICHARD K. HEBERT
                                           ---------------------
                                           Richard K. Hebert
                                           Chief Executive Officer

                                      -16-

<PAGE>



I, Allyn R. Skelton, II, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Howell Corporation;

2. Based on my  knowledge,  this  quarterly  report does not contain any untrue
statement  of a material  fact or omit to state a material  fact  necessary  to
make the  statements  made,  in light of the  circumstances  under  which  such
statements  were made,  not  misleading  with respect to the period  covered by
this quarterly report;

3.  Based on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly report,  fairly present in all material
respects the financial  condition,  results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officer  and  I are  responsible  for
establishing  and  maintaining  disclosure  controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed  such  disclosure  controls and  procedures to ensure that material
information   relating   to  the   registrant,   including   its   consolidated
subsidiaries,   is  made  known  to  us  by  others   within  those   entities,
particularly  during  the  period  in  which  this  quarterly  report  is being
prepared;
b) evaluated the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within  90  days  prior  to the  filing  date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions  about the  effectiveness
of the  disclosure  controls and  procedures  based on our evaluation as of the
Evaluation Date;

5. The  registrant's  other certifying  officer and I have disclosed,  based on
our  most  recent  evaluation,  to the  registrant's  auditors  and  the  audit
committee  of  registrant's  board of  directors  (or  persons  performing  the
equivalent function):
a) all  significant  deficiencies  in  the  design  or  operation  of  internal
controls  which  could  adversely  affect the  registrant's  ability to record,
process,  summarize  and  report  financial  data and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant  role in the registrant's  internal  controls;
and

6. The  registrant's  other  certifying  officer and I have  indicated  in this
quarterly  report  whether or not there were  significant  changes in  internal
controls  or  in  other  factors  that  could  significantly   affect  internal
controls  subsequent to the date of our most recent  evaluation,  including any
corrective  actions  with  regard  to  significant  deficiencies  and  material
weaknesses.

Date: November 7, 2002

                                           /s/ ALLYN R. SKELTON, II
                                           ------------------------
                                           Allyn R. Skelton, II
                                           Vice President & Chief Financial
                                           Officer

                                      -17-