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, 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 July 26, 2002
-----------------------------             -------------------------------
Common Stock, $1.00 par value                       6,723,720


                          This report contains 14 pages


<PAGE>


                       HOWELL CORPORATION AND SUBSIDIARIES

                                    Form 10-Q

                                      INDEX



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

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

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

        Consolidated Statements of Cash Flows --
          Six months ended June 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


Part II.Other Information

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



                                       -2-
<PAGE>


                          PART I. FINANCIAL INFORMATION
                                    (ITEM 1)


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

                                    Three Months Ended   Six Months Ended
                                         June 30,            June 30,
                                      2002      2001      2002      2001
                                      ----      ----      ----      ----
                                  (In thousands, except per share amounts)

<S>                                 <C>       <C>       <C>       <C>
Revenues.........................   $23,830   $22,839   $42,190   $45,810
                                    --------  --------  --------  --------

Cost and expenses:
  Lease operating expenses.......     9,424     9,507    18,543    18,209
  Depreciation, depletion, and
    amortization.................     2,827     2,201     5,893     4,243
  General and administrative
    expenses.....................     1,977     1,216     3,607     2,308
                                    --------  --------  --------  --------
                                     14,228    12,924    28,043    24,760
                                    --------  --------  --------  --------

Other income (expense):
  Interest expense...............      (770)   (1,121)   (1,570)   (2,381)
  Interest income................        11        18        20        43
  Other-net......................         -         1         1       250
                                    --------  --------  --------  --------
                                       (759)   (1,102)   (1,549)   (2,088)
                                    --------  --------  --------  --------

Earnings  before income taxes....     8,843     8,813    12,598    18,962
Income tax provision.............     3,095     3,085     4,409     6,637
                                    --------  --------  --------  --------

Net earnings ....................     5,748     5,728     8,189    12,325
  Less: Preferred stock dividends      (604)     (604)   (1,208)   (1,208)
                                    --------  --------  --------  --------

Net earnings applicable to common
shares...........................   $ 5,144   $ 5,124   $ 6,981   $11,117
                                    ========  ========  ========  ========


Net earnings per common share -
basic............................   $  0.79   $  0.78   $  1.07   $  1.68
                                    ========  ========  ========  ========

Weighted average shares
outstanding - basic..............     6,498     6,568     6,532     6,598
                                    ========  ========  ========  ========



Net earnings per common share -
diluted..........................   $  0.61   $  0.60   $  0.88   $  1.30
                                    ========  ========  ========  ========

Weighted average shares
outstanding - diluted............     9,357     9,528     9,355     9,508
                                    ========  ========  ========  ========


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

See accompanying Notes to Consolidated Financial Statements.

                                       -3-
<PAGE>





<TABLE>
CONSOLIDATED BALANCE SHEETS
Howell Corporation and Subsidiaries
<CAPTION>

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

                                            (In thousands, except share data)
<S>                                               <C>       <C>
                   Assets

Current assets:
  Cash and cash equivalents....................   $  8,684  $  7,442
  Trade accounts receivable, less allowance
    for doubtful accounts of
    $187 in 2002 and 2001......................      8,901     6,868
  Income tax receivable........................        816     1,037
  Deferred income taxes........................         59        59
  Other current assets.........................        897     1,296
                                                  --------- ---------
    Total current assets.......................     19,357    16,702
                                                  --------- ---------


Property, plant and equipment:
  Oil and gas properties, utilizing the
    full-cost method of accounting.............    371,289   368,030
  Unproven properties..........................     19,123    19,123
  Other........................................      4,697     4,688
  Less accumulated depreciation, depletion
    and amortization...........................   (248,082) (244,454)
                                                  --------- ---------
    Net property, plant and equipment..........    147,027   147,387
                                                  --------- ---------
Other assets...................................        173       687
                                                  --------- ---------
    Total assets...............................   $166,557  $164,776
                                                  ========= =========

    Liabilities and Shareholders' Equity

Current liabilities:
  Accounts payable.............................   $ 11,157  $ 10,284
  Accrued liabilities - oil and gas
     properties................................      2,202     2,380
  Accrued liabilities - other..................      2,812     2,766
  Income tax payable...........................          -        74
                                                  --------- ---------
    Total current liabilities..................     16,171    15,504
                                                  --------- ---------
Deferred income taxes..........................      8,431     5,628
                                                  --------- ---------
Other liabilities..............................      2,654     2,728
                                                  --------- ---------
Long-term debt.................................     79,500    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...................     53,358    46,729
  Treasury stock (11,900 shares) at cost.......       (132)        -
  Unearned compensation........................     (1,399)     (828)
  Retained earnings............................        548     1,226
                                                  --------- ---------
    Total shareholders' equity.................     59,801    53,916
                                                  --------- ---------
    Total liabilities and shareholders'
      equity...................................   $166,557  $164,776
                                                  ========= =========

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



                                       -4-

<PAGE>
<TABLE>
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Howell Corporation and Subsidiaries
<CAPTION>
                                                Six Months Ended June 30,
                                                     2002      2001
                                                     ----      ----
                                                     (In thousands)

<S>                                               <C>       <C>
OPERATING ACTIVITIES:
Net earnings from operations...................   $  8,189  $ 12,325
Adjustments for non-cash items:
  Depreciation, depletion and amortization.....      5,893     4,243
  Deferred income taxes........................      2,803     1,991
  Other........................................        253       150
                                                  --------- ---------
Earnings from operations plus non-cash
  operating items..............................     17,138    18,709
Changes in components of working capital:
  Decrease (increase) in trade accounts
    receivable.................................     (2,033)    2,416
  Decrease (increase) in income tax receivable.        221      (285)
  Decrease (increase) in other current assets..        900      (591)
  Increase in accounts payable.................        881       162
  Increase (decrease) in accrued and other
    liabilities................................       (215)      338
  Increase (decrease) in income tax payable....        (74)       98
                                                  --------- ---------
Cash provided by operating activities..........     16,818    20,847
                                                  --------- ---------

INVESTING ACTIVITIES:
Proceeds from the disposition of property......         69       667
Additions to property, plant and equipment.....     (5,604)  (18,246)
Other, net.....................................         13        56
                                                  --------- ---------
Cash utilized in investing activities..........     (5,522)  (17,523)
                                                  --------- ---------

FINANCING ACTIVITIES:
Repayments under revolving credit agreement, net    (7,500)   (1,000)
Cash dividends:
     Common shareholders.......................       (514)     (467)
     Preferred shareholders....................     (1,208)   (1,208)
Stock options exercised........................        168       158
Stock purchased and reissued as restricted shares     (868)   (1,060)
Stock purchased for treasury...................       (132)        -
                                                  --------- ---------
Cash utilized in financing activities..........    (10,054)   (3,577)
                                                  --------- ---------

NET  INCREASE (DECREASE) IN CASH AND CASH
   EQUIVALENTS.................................      1,242      (253)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD.      7,442     5,553
                                                  ---------  --------
CASH AND CASH EQUIVALENTS, END OF PERIOD.......   $  8,684  $  5,300
                                                  ========= =========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for:
Interest.......................................   $  1,321  $  2,258
                                                  ========= =========
Income taxes...................................   $  1,459  $  4,838
                                                  ========= =========
</TABLE>
See accompanying Notes to Consolidated Financial Statements.


                                       -5-
<PAGE>





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Howell Corporation and Subsidiaries
June 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 six months  ended June 30,  2002 and
2001.  The results of  operations  for the three and six months  ended June 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 six 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 June  30,  2001,  was $0.4
million.

During  the  fourth  quarter  of  2000,  the  Company  purchased  a put  option
covering 7,500 MMBTU 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 June 30, 2001, was $0.6 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 June 30,  2002 and
2001, was $2.62 and $2.38 per equivalent  barrel,  respectively.  The depletion
rate for the six months  ended June 30, 2002 and 2001,  was $2.72 and $2.39 per
equivalent barrel, respectively.


Note 4 - Acquisitions & 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.

                                      -6-
<PAGE>
<TABLE>
<CAPTION>
                                                     Pro forma Unaudited
                                           Three Months Ended   Six Months Ended
                                                        June 30, 2001
                                                       --------------
                                         (In thousands, except per share amounts)

<S>                                             <C>                 <C>
    Revenues..................................  $27,221             $55,262
    Net earnings from operations..............  $ 6,583             $14,238
    Net earnings per common share - basic.....  $  0.91             $  1.97
    Net earnings per common share - diluted...  $  0.69             $  1.50
</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 5 - Litigation

Howell  Pipeline  Texas,  Inc.  v.  Exxon  Pipeline  Company,   125th  Judicial
District,  District Court of Harris County,  Texas,  Cause No. 1999 - 32526. On
June 25, 1999,  Howell  Pipeline  Texas,  Inc.  ("HPTex")  sued Exxon  Pipeline
Company  ("Exxon")  for  failure to pay rent for the use of  certain  crude oil
storage  tanks  ("Tanks").  Exxon  notified  HPTex of its intention to cancel a
lease on the Tanks  effective  March 31, 1996.  Exxon  stopped  paying rent but
did not vacate  the  premises  after  notification  of the lease  cancellation.
Exxon  continued  to  store  crude  oil  and  hydrostatic  test  water  for  an
additional  eighteen  months.  HPTex  claims  Exxon  owes  in  excess  of  $2.0
million in rent plus interest and attorney's fees.

Exxon filed a  counterclaim  against  HPTex in which Exxon claims that HPTex is
responsible  for the removal  costs  associated  with  certain  contents of the
Tanks.  Exxon  claims it "has  incurred  actual  damages  in an  amount  not to
exceed $2.0 million."

On January 14,  2002, a Final  Judgment  was entered  with both  parties  being
ordered to take  nothing.  The Company  has begun the  appellate  process.  The
Company  believes  that the ultimate  resolution of this matter will not have a
material  adverse  impact on its results of operations,  financial  position or
cash flows.

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


Note 6 - Earnings per Share

Prior  period's  earnings per share  ("EPS") have been  restated to reflect 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 and  restricted
stock having  exercise  prices less than the average market price of the common
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 June 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................             -        327,044            -
Dividends   on   convertible
   preferred stock.................    $  603,750      2,532,300        $0.24
<CAPTION>

                   Computation of Diluted Earnings per Share

                                         Income          Common          Per
                                        Available        Shares         Share
                                       -----------    -----------    -----------
<S>                                    <C>            <C>            <C>          <C>
                                       $5,144,250      6,497,743        $0.79
Common   stock   options  and
   restricted stock...........                  -        327,044            -
                                       -----------    -----------    -----------
                                        5,144,250      6,824,787         0.75     Dilutive
Dividends   on    convertible
   preferred stock...........             603,750      2,532,300            -
                                       -----------    -----------    -----------
                                       $5,748,000      9,357,087        $0.61     Dilutive
                                       ===========    ===========    ===========

</TABLE>

Note:  Because  EPS  decreases  from $0.79 to $0.75 when common  stock  options
and  restricted   stock  are  included  in  the  computation  and  because  EPS
decreases  from  $0.75  to $0.61  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 $0.61.



<TABLE>
Three Months Ended June 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................             -        427,735            -
Dividends   on   convertible
   preferred stock.................    $  603,750      2,532,300        $0.24

<CAPTION>

                   Computation of Diluted Earnings per Share

                                         Income          Common          Per
                                        Available        Shares         Share
                                       -----------    -----------    -----------
<S>                                    <C>            <C>            <C>          <C>
                                       $5,124,250      6,568,133        $0.78
Common   stock   options  and
   restricted stock...........                  -        427,735            -
                                       -----------    -----------    -----------
                                        5,124,250      6,995,868         0.73     Dilutive
Dividends   on    convertible
   preferred stock............            603,750      2,532,300            -
                                       -----------    -----------    -----------
                                       $5,728,000      9,528,168        $0.60     Dilutive
                                       ===========    ===========    ===========

</TABLE>
Note:  Because  EPS  decreases  from $0.78 to $0.73 when common  stock  options
and  restricted   stock  are  included  in  the  computation  and  because  EPS
decreases  from  $0.73  to $0.60  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 $0.60.

                                      -8-
<PAGE>

<TABLE>
Six Months Ended June 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...........                  -        291,327            -
Dividends   on   convertible
   preferred stock............         $1,207,500      2,532,300        $0.48

<CAPTION>

                   Computation of Diluted Earnings per Share

                                         Income          Common          Per
                                        Available        Shares         Share
                                       -----------    -----------    -----------
<S>                                    <C>            <C>            <C>          <C>
                                       $6,981,500      6,531,760        $1.07
Common   stock   options  and
   restricted stock...........                  -        291,327            -
                                       -----------    -----------    -----------
                                        6,981,500      6,823,087         1.02     Dilutive
Dividends   on    convertible
   preferred stock............          1,207,500      2,532,300            -
                                       -----------    -----------    -----------
                                       $8,189,000      9,355,387        $0.88     Dilutive
                                       ===========    ===========    ===========
</TABLE>

Note:  Because  EPS  decreases  from $1.07 to $1.02 when common  stock  options
and  restricted   stock  are  included  in  the  computation  and  because  EPS
decreases  from  $1.02  to $0.88  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 $0.88.




<TABLE>
Six Months Ended June 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...........                  -        377,071            -
Dividends   on   convertible
   preferred stock............         $1,207,500      2,532,300        $0.48

<CAPTION>

                   Computation of Diluted Earnings per Share



                                         Income          Common          Per
                                        Available        Shares         Share
                                      ------------    -----------    -----------
<S>                                   <C>             <C>            <C>          <C>
                                      $11,117,500      6,598,230        $1.68

Common   stock   options  and
   restricted stock...........                  -        377,071            -
                                      ------------    -----------    -----------
                                       11,117,500      6,975,301         1.59     Dilutive
Dividends   on    convertible
   preferred stock............          1,207,500      2,532,300            -
                                      ------------    -----------    -----------
                                      $12,325,000      9,507,601        $1.30     Dilutive
                                      ============    ===========    ===========


</TABLE>


Note:  Because  EPS  decreases  from $1.68 to $1.59 when common  stock  options
and  restricted   stock  are  included  in  the  computation  and  because  EPS
decreases  from  $1.59  to $1.30  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 $1.30.

                                      -9-
<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 OPERATIONS

The Company's  principal  business  segment is oil and gas production.  Results
of  operations  for the three and six months ended June 30, 2002 and 2001,  are
discussed below.

<TABLE>
Oil and Gas Production
<CAPTION>

                                 Three Months Ended   Six Months Ended
                                     June 30,            June 30,
                                   2002     2001       2002     2001
                                   ----     ----       ----     ----

                           (In thousands, except operating information)
<S>                             <C>       <C>        <C>       <C>
Revenues:
Sales of oil and natural gas.   $23,667   $22,137    $41,839   $44,795
Other........................       163       702        351     1,015
                                -------   -------    -------   -------
     Total revenues..........    23,830    22,839     42,190    45,810

Operating expenses...........    14,228    12,924     28,043    24,760
                                -------   -------    -------   -------

Operating profit.............   $ 9,602   $ 9,915    $14,147   $21,050
                                =======   =======    =======   =======

Operating information:
Average net daily production:
    Oil (Bbls)...............    9,560      8,174      9,630     7,942
    NGL (Bbls)...............      598        380        630       376
    Natural gas (Mcf)........    8,720      8,081      8,724     7,583
    Equivalent (Bbls)........   11,611      9,901     11,714     9,582

Average sales prices:
    Oil (Bbls)...............  $ 24.23    $ 24.92    $ 21.28   $ 25.18
    NGL (Bbls)...............  $ 16.44    $ 22.74    $ 14.36   $ 24.43
    Natural gas (per Mcf)....  $  2.13    $  3.82    $  1.97   $  5.05
</TABLE>


Revenues  for the three  months  ended June 30,  2002,  increased  $1.0 million
when  compared  to the three  months  ended June 30,  2001.  The  increase  was
primarily  due to a 17%  increase  in oil  production,  an 8%  increase  in gas
production,  and a 57%  increase in NGL  production.  The  increase in revenues
were  partially  offset by a 44% decrease in the average  natural gas price and
a 28%  decrease in the  average  NGL price.  The  increase  in  production  was
primarily  due to the  purchase of  additional  interests in Elk Basin and Salt
Creek fields  during 2001.  The decrease in other  revenues was  primarily  due
to the $0.5  million  increase in the market value of the  commodity  contracts
during the  second  quarter  of 2001.  See Note 2 of Notes to the  Consolidated
Financial Statements.

For the six months ended June 30, 2002,  revenues  decreased  $3.6 million from
the same  period in 2001.  The change was  primarily  due to a 61%  decrease in
average gas prices,  a 15%  decrease in average oil prices,  and a 41% decrease
in average NGL prices.  The  decrease in revenues  were  partially  offset by a
21% increase in oil  production,  a 15% increase in gas  production,  and a 68%
increase in NGL  production.  The increase in  production  was primarily due to
the  purchase  of  additional  interests  in Elk  Basin and Salt  Creek  fields
during  2001.  Other  revenues  decreased  primarily  due to the  $0.4  million
increase in the market  value of the  commodity  contracts  and a $0.3  million
increase in gas sales to the Elk Basin  facility,  both during  2001.  See Note
2 of Notes to the Consolidated Financial Statements.

                                      -10-
<PAGE>


Operating  expenses  increased  $1.3 million  during the second quarter of 2002
when  compared  to the  second  quarter of 2001.  An  increase  in general  and
administrative  expenses of $0.7  million  and an  increase of $0.6  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 Salt Creek and Elk
Basin fields during 2001,  resulting in higher  benefit  costs,  a reduction in
overhead credits received and increased production.

For the six months  ended June 30,  2002,  operating  expenses  increased  $3.3
million when  compared to the same period in 2001.  The primary  reason for the
increase  was  a  $1.6  million   increase  in   depreciation,   depletion  and
amortization   expense   and  a  $1.3   million   increase   in   general   and
administrative  expenses.  These were primarily due to the additional  interest
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.   A  slight  increase  in  lease  operating   expenses  also
contributed to the increased operating expense.

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 June  30,  2001,  was $0.4
million.  There was no effect on earnings during the second quarter of 2001.

During  the  fourth  quarter  of  2000,  the  Company  purchased  a put  option
covering 7,500 MMBTU 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 June 30,  2001,  was  $0.6  million.  The
change in market  value  resulted in earnings of $0.5  million and $0.4 million
for the three and six months ended June 30, 2001, respectively.

The  Company's  operating  profit  decreased  $0.3 million and $6.9 million for
the three and six  months  ended  June 30,  2002,  respectively,  from the same
periods of 2001.  The  decrease is  primarily  due to lower  energy  prices and
increased  operating costs resulting from the additional  interest  acquired in
the Salt Creek and Elk Basin fields during 2001.


Interest Expense

Interest  expense for the three and six months ended June 30,  2002,  decreased
$0.4  million  and  $0.8  million,  respectively,  from  the  2001  level.  The
decrease was  primarily the result of a decrease in average  interest  rates of
2.9%  and  3.6%  for  the  three  and  six   months   ended   June  30,   2002,
respectively.  An increase in average  debt  outstanding  of $16.3  million and
$17.5  million for the three and six months ended June 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 six months ended June 30,
2002 and 2001 was 35%.

                                      -11-

<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

Cash  provided by  operations,  before  working  capital  changes,  for the six
months  ended  June  30,  2002,  was  $17.1  million.  This  compares  to $18.7
million for the same period  during  2001.  The  Company's  debt  decreased  by
$7.5  million  during  the first  six  months  of 2002  while  there was a $1.0
million  decrease  during  the first six months of 2001.  Capital  expenditures
for the six months  ended June 30, 2002,  were $5.6  million  compared to $18.2
million for the 2001 period.

The  Company's  total  debt,  all  long-term,  at  June  30,  2002,  was  $79.5
million.  At June 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  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 six months of 2002,  the  Company  paid  common  dividends  of
$0.5 million and preferred  dividends of $1.2  million.  During this period the
Company also acquired 11,900 shares of its common stock.

During the current period,  a note receivable was  reclassified  from long term
to  current.  As  this  was  a  non-cash   transaction,   the  effects  of  the
reclassification  are not  reflected  in the  Consolidated  Statements  of Cash
Flows.


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  tertiary  recovery
means.  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 rebound of oil prices,  Company  personnel  and
consultants  studied  the  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.  Funding for the pilot
is expected  to come from  internally  generated  cash flow,  but  expenditures
will not  commence  until a CO2 supply is  assured.  While a  successful  pilot
would be  encouraging,  additional  pilots may be  necessary  in order to prove
the method effective across the field.

In order to commence  the flood,  a CO2  pipeline  has to be extended  into the
area.  Discussions  and  negotiations  are  underway  with parties who have the
experience  and the  capital  resources  necessary  to build,  fund and operate
such a line.  Construction  on this  program is not  expected  to begin  within
the next year.

At June 30, 2002,  $14.6 million  attributable  to this property 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 this property.

                                      -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.  Although  the  Company
believes  that the  expectations  reflected in the  forward-looking  statements
contained  herein  are  reasonable,   no  assurance  can  be  given  that  such
expectations  will prove to have been correct.  Certain  important factors that
could   cause   actual   results  to  differ   materially   from   expectations
("Cautionary  Statements"),  include  without  limitation,  fluctuations of the
prices  received  for  the  Company's  oil  and  natural  gas,  uncertainty  of
drilling results and reserve  estimates,  competition  from other  exploration,
development and production  companies,  operating  hazards,  abandonment costs,
the  effects  of  governmental  regulation  and  the  leveraged  nature  of the
Company,  are stated herein in conjunction with the forward-looking  statements
or are included  elsewhere in this Form 10-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.

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


                                      -13-
<PAGE>



                          PART II. OTHER INFORMATION


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

(a)   Exhibits

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
         None.

                                    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 9, 2002              /s/  ALLYN R. SKELTON, II
                                   --------------------------------
                                   Allyn R. Skelton, II
                                   Vice President & Chief Financial Officer
                                   (Principal Financial and Accounting Officer)





                                      -14-