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, 2000

                                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 October 31, 2000
-----------------------------       -------------------------------
Common Stock, $1.00 par value                  5,524,907


                   This report contains 15 pages

<PAGE>


                HOWELL CORPORATION AND SUBSIDIARIES

                             Form 10-Q

                               INDEX



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

Item 1. Condensed Consolidated Statements of Operations --
          Three and nine months ended September 30, 2000 and 1999
          (unaudited).................................................     3

        Condensed  Consolidated Balance Sheets -- September 30, 2000
          (unaudited)and December 31, 1999............................     4

        Condensed  Consolidated  Statements  of Cash Flows -- Nine
          months ended September 30, 2000 and 1999 (unaudited)........     5

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

Item 2. Management's Discussion and Analysis of Financial Condition
          and Results of Operations...................................    11


Part II.Other Information

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

                                       -2-
<PAGE>
                          PART I. FINANCIAL INFORMATION
                                    (ITEM 1)

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

                                                                           Three Months Ended    Nine Months Ended
                                                                              September 30,         September 30,
                                                                             2000       1999       2000       1999

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

Revenues ..............................................................   $21,300    $13,368    $58,365    $33,428
                                                                          -------    -------    -------    -------

Cost and expenses:
  Lease operating expenses ............................................     7,961      6,019     22,225     16,834
  Depreciation, depletion, and amortization............................     1,863      1,367      5,394      4,926
  General and administrative expenses..................................     1,025        828      2,880      3,360
                                                                          -------    -------    -------    -------
                                                                           10,849      8,214     30,499     25,120
                                                                          -------    -------    -------    -------
Other income (expense):
  Interest expense ....................................................    (1,575)    (1,642)    (4,768)    (5,640)
  Interest income .....................................................        40         24        108         84
  Other-net ...........................................................       -           31          1         31
                                                                          -------    -------    -------    -------
                                                                           (1,535)    (1,587)    (4,659)    (5,525)
                                                                          -------    -------    -------    -------

Earnings before income taxes ..........................................     8,916      3,567     23,207      2,783
Income tax provision ..................................................     3,282      1,230      8,355        992
                                                                          -------    -------    -------    -------
Net earnings from continuing operations ...............................     5,634      2,337     14,852      1,791
                                                                          -------    -------    -------    -------

Discontinued operations:
  Net earnings (loss) (less applicable income taxes of $44 and $664 for
  the three and nine months ended September 30, 1999, respectively)....       -          (92)       -        1,112
                                                                          -------    -------    -------    -------

Net earnings ..........................................................     5,634      2,245     14,852      2,903
  Less: Preferred stock dividends .....................................      (604)      (604)    (1,811)    (1,811)
                                                                          -------    -------    -------    -------

Net earnings applicable to common shares ..............................   $ 5,030    $ 1,641    $13,041    $ 1,092
                                                                          =======    =======    =======    =======

Basic earnings (loss) per common share:
  Continuing operations ...............................................   $  0.91    $  0.32    $  2.36    $   -
  Discontinued operations .............................................       -        (0.02)       -         0.20
                                                                          -------    -------    -------    -------
  Net earnings per common share (basic)................................   $  0.91    $  0.30    $  2.36    $  0.20
                                                                          =======    =======    =======    =======

Weighted average shares outstanding (basic)............................     5,524      5,472      5,522      5,472
                                                                          =======    =======    =======    =======


Diluted earnings (loss) per common share:
  Continuing operations ...............................................   $  0.72    $  0.30    $  1.90    $   -
  Discontinued operations .............................................       -        (0.01)       -         0.20
                                                                          -------    -------    -------    -------

  Net earnings per common share (diluted) .............................   $  0.72    $  0.29    $  1.90    $  0.20
                                                                          =======    =======    =======    =======

Weighted average shares outstanding (diluted)..........................     7,841      7,665      7,802      5,528
                                                                          =======    =======    =======    =======

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

See accompanying Notes to Consolidated Financial Statements.


                                       -3-
<PAGE>

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

                                                 September 30,        December 31,
                                                     2000                 1999
                                                 (Unaudited)

                                                          (In thousands)
<S>                                               <C>                  <C>
                   Assets

Current assets:
  Cash and cash equivalents ....................  $  5,372             $  2,112
  Trade accounts receivable, less allowance
     for doubtful accounts of $66 and $156
     in 2000 and 1999, respectively.............    11,951               10,978
  Deferred income taxes ........................       957                2,027
  Other current assets .........................       752                2,440
                                                  --------             --------
    Total current assets .......................    19,032               17,557
                                                  --------             --------

Property, plant and equipment:
  Oil and gas properties, utilizing the
     full-cost method of accounting ............   393,110              382,393
  Unproven properties ..........................    21,143               21,143
  Other ........................................     2,784                2,759
  Less accumulated depreciation, depletion
     and amortization ..........................  (318,644)            (313,249)
                                                  --------             --------
    Net property and equipment .................    98,393               93,046
                                                  --------             --------
Deferred income taxes - long term ..............     1,779                3,600
Other assets ...................................       710                  780
Assets related to discontinued operations ......       -                  3,000
                                                  ========             ========
    Total assets ...............................  $119,914             $117,983
                                                  ========             ========

    Liabilities and Shareholders' Equity

Current liabilities:
  Accounts payable .............................  $ 12,509             $ 10,513
  Accrued liabilities ..........................     6,693                3,934
  Income taxes payable .........................       -                    140
                                                  --------             --------
    Total current liabilities ..................    19,202               14,587
                                                  --------             --------
Other liabilities ..............................       587                  716
                                                  --------             --------
Long-term debt .................................    67,000               82,000
                                                  --------             --------
Commitments and contingencies
Shareholders' equity:
  Preferred stock, $1 par value; 690,000 shares
    issued and outstanding, liquidation value
    of $34,500,000 .............................       690                  690
  Common stock, $1 par value; 5,524,907 shares
    issued and outstanding in 2000 and 5,471,782
    shares issued and outstanding in 1999.......     5,525                5,472
  Additional paid-in capital ...................    41,071               40,829
  Unearned compensation ........................      (226)                 -
  Retained deficit .............................   (13,935)             (26,311)
                                                  --------             --------
    Total shareholders' equity .................    33,125               20,680
                                                  ========             ========
    Total liabilities and shareholders' equity..  $119,914             $117,983
                                                  ========             ========
</TABLE>

See accompanying Notes to Consolidated Financial Statements.


                                       -4-
<PAGE>

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

                                                   Nine Months Ended September 30,
                                                    2000                  1999

                                                          (In thousands)
<S>                                               <C>                  <C>

OPERATING ACTIVITIES:
Net earnings from continuing operations ........  $14,852               $ 1,791
Adjustments for non-cash items:
  Depreciation, depletion and amortization......    5,394                 4,926
  Deferred income taxes ........................    3,103                 1,043
  Other ........................................       52                   (30)
                                                  -------               -------
Earnings from continuing operations plus
  non-cash items ...............................   23,401                 7,730
Changes in components of working capital
  from operations:
  Increase in trade accounts receivable ........     (973)                 (338)
  Decrease in federal income tax receivables ...      -                   5,701
  Decrease in other current assets .............    1,688                   289
  Increase in accounts payable .................    1,986                 1,013
  Increase (decrease) in accrued and other
     liabilities................................    2,805                (2,545)
  Decrease in income tax payable ...............     (140)                 (545)
                                                  -------               -------
Cash provided by continuing operations .........   28,767                11,305
Cash provided by (utilized in) discontinued
     operations ................................     (167)                2,024
                                                  -------               -------
Cash provided by operating activities ..........   28,600                13,329
                                                  -------               -------

INVESTING ACTIVITIES:
Proceeds from the disposition of property.......    3,000                28,684
Additions to property, plant and equipment......  (10,740)               (2,134)
Other, net .....................................     (142)                  219
                                                  -------               -------
Cash provided by (utilized in) investing
     activities ................................   (7,882)               26,769
                                                  -------               -------

FINANCING ACTIVITIES:
Repayments under credit agreements, net ........  (15,000)              (43,000)
Cash dividends:
     Common shareholders .......................     (664)                 (656)
     Preferred shareholders ....................   (1,811)               (1,811)
Exercise of stock options ......................       17                   -
                                                  -------               -------
Cash utilized in financing activities ..........  (17,458)              (45,467)
                                                  -------               -------

NET INCREASE (DECREASE) IN CASH AND CASH
     EQUIVALENTS ...............................    3,260                (5,369)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD..    2,112                 5,871
                                                  -------               -------
CASH AND CASH EQUIVALENTS, END OF PERIOD .......  $ 5,372               $   502
                                                  =======               =======

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Net cash paid for:
Interest .......................................  $ 3,447               $ 5,664
                                                  =======               =======
Income taxes ...................................  $ 5,611               $   481
                                                  =======               =======
</TABLE>

See accompanying Notes to Consolidated Financial Statements

                                       -5-
<PAGE>

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Howell Corporation and Subsidiaries
September 30, 2000 and 1999

Note 1 - Basis of Financial Statement Preparation

The  unaudited  consolidated  financial  statements  included  herein  have been
prepared  by  Howell  Corporation  (the  "Company"),  pursuant  to the rules and
regulations  of the Securities  and Exchange  Commission and in accordance  with
generally  accepted  accounting  principles.  In the opinion of management,  all
adjustments  (all of which are  normal and  recurring)  have been made which are
necessary for a fair  statement of the results of  operations  for the three and
nine months ended September 30, 2000 and 1999. The results of operations for the
three and nine months ended September 30, 2000 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,  1999.  These
condensed  consolidated  financial statements should be read in conjunction with
the financial statements and notes thereto included in the Company's latest Form
10-K.

Reclassifications

Certain  reclassifications  have been made to the 1999 financial presentation to
conform with the 2000 presentation.

Note 2 - New Accounting Standards

In December 1999, the  Securities and Exchange  Commission  ("SEC") issued Staff
accounting   Bulletin  ("SAB")  No.  101,  "Revenue   Recognition  in  Financial
Statements." SAB 101 summarizes certain of the SEC's views in applying generally
accepted accounting  principles to revenue recognition in financial  statements.
The Company is required to adopt SAB 101, as amended,  in the fourth  quarter of
fiscal  2000.  The  Company  does not expect the  adoption  of SAB 101 to have a
material effect on its financial position or results of operations.

In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial  Accounting  Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging  Activities."  SFAS No. 133, was amended in June 1999 by
SFAS No. 137,  "Accounting for Derivative  Instruments and Hedging  Activities -
Deferral of  Effective  Date of FASB  Statement  No. 133 - an  amendment of FASB
Statement  No.  133." SFAS No. 133 as amended,  is  effective  for fiscal  years
beginning  after  June  15,  2000,  and  establishes  accounting  and  reporting
standards for  derivative  instruments  and hedging  activities  that require an
entity to recognize  all  derivatives  as an asset or liability  measured at its
fair value.  Depending  on the intended  use of the  derivative,  changes in its
asset or liability  measured at its fair value will be reported in the period of
change as either a component of earnings or a component  of other  comprehensive
income.  Retroactive  application  to periods  prior to adoption is not allowed.
There  is no  current  impact  on  the  Company's  financial  statements  as the
Company's  current hedging  activities  expire on December 31, 2000. The Company
currently has no hedging  agreements in place for periods  beginning  January 1,
2001.  Should the Company  enter into any hedging  agreements  for periods after
December 31,  2000,  the effects of those  agreements  will be evaluated at that
point in time.

Note 3 - 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 crude oil production.  Crude oil
futures and options  contracts  are used as the  hedging  tools.  Changes in the
market value of the futures  transactions are deferred until the gain or loss is
recognized on the hedged transactions.  The Company was not engaged in a hedging
program during the first quarter of 1999.

                                      -6-
<PAGE>

The Company has entered into two hedging  programs for the year 2000.  The first
program is a purchase of a put option and a sale of a call option covering 1,700
barrels of oil per day effective January 1, 2000, through December 31, 2000. The
strike prices are $17.25 per barrel for the put option and $22.00 per barrel for
the call option.  The second program is a purchase of a put option and a sale of
a call option  covering 1,800 barrels of oil per day effective  January 1, 2000,
through  December 31, 2000.  The strike prices are $18.50 per barrel for the put
option and $26.00 per barrel for the call  option.  Each  program  provides  for
monthly  settlements  and is based on monthly  average oil prices.  There are no
premiums associated with either program.  During the three and nine months ended
September  30,  2000,  the  strike  prices of the call  options  were  exceeded,
resulting  in a  reduction  of  revenues  of  $2.4  million  and  $5.4  million,
respectively, from what would have been received had no hedging programs been in
place. Without the options the average price per barrel of oil for the three and
nine months ended September 30, 2000, would have increased from $26.24 to $29.77
and from $24.97 to $27.67, respectively.

Note 4 - Accumulated Depreciation, Depletion and Amortization

The Company's  depletion rate for the three and nine months ended  September 30,
2000, was $2.20 and $2.16 per equivalent barrel, respectively,  versus a rate of
$1.67 and $1.90, respectively, for the same periods ended September 30, 1999.

Note 5 - Acquisitions & Dispositions

On November 3, 2000, the Company  purchased  certain  interests in the South Elk
Basin field for $3.4 million.

During the second quarter of 2000, the Company  purchased  certain  interests in
the Salt Creek and Salt Creek South fields for $2.4 million.

On February 28, 2000, the Company  entered into a Purchase and Sale Agreement to
sell its 46% interest in Genesis  Energy,  L.L.C for $3.0 million.  The proceeds
from the sale were used to reduce debt and no gain or loss was recognized on the
sale. The Company owns subordinated units in Genesis Crude Oil, L.P. and carries
that investment at zero. The Company does not expect to receive any proceeds for
its subordinated units.

The results have been classified as discontinued  operations in the accompanying
consolidated  financial  statements.  As a result of the  Company's  direct  and
indirect interest in Genesis,  the Company recognized a net loss of $0.1 million
during the three and nine months ended September 30, 1999. There were no pre-tax
earnings during the three and nine months ended September 30, 2000.

Note 6 - 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 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
million."
                                      -7-

<PAGE>

The  Company  believes  that the  ultimate  resolution  will not have a material
adverse impact on its results of operations, financial position or cash flows.

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



Note 7 - Earnings per Share

Basic earnings per common share amounts are calculated  using the average number
of common  shares  outstanding  during each period.  Diluted  earnings per share
assumes conversion of dilutive convertible  preferred stocks and exercise of all
stock options having  exercise  prices less than the average market price of the
common stock using the treasury stock method.

The  tables  on the  following  two  pages  present  the  reconciliation  of the
numerators and  denominators in calculating  diluted  earnings per share ("EPS")
from continuing  operations in accordance with Statement of Financial Accounting
Standards No. 128.

                                      -8-
<PAGE>


<TABLE>
<CAPTION>

Three Months Ended September 30, 2000

                                                           Increase
                                                              in       Earnings
                                                            Number        per
                                                Increase      of      Incremental
                                               in Income    Shares       Share
                                               ----------  ---------  ---------
<S>                                              <C>       <C>        <C>
Options......................................        -       226,664       -
Dividends on convertible preferred stock.....    603,750   2,090,909     $0.29
</TABLE>

<TABLE>
<CAPTION>

                    Computation of Diluted Earnings per Share

                                                Income
                                               Available
                                                  from
                                               Continuing    Common
                                               Operations    Shares   Per Share
                                               ----------  ---------  ---------
<S>                                            <C>         <C>        <C>        <C>
                                               $5,030,250  5,523,554     $0.91
Common stock options.........................         -      226,664       -
                                               ----------  ---------  ---------
                                               $5,030,250  5,750,218     $0.87   Dilutive
Dividends on convertible preferred stock.....     603,750  2,090,909       -
                                               ==========  =========  =========
                                               $5,634,000  7,841,127     $0.72   Dilutive
                                               ==========  =========  =========
</TABLE>


Note:  Because  diluted EPS from continuing  operations  decreases from $0.91 to
$0.72 when common stock options and convertible preferred shares are included in
the computation, those common stock options and convertible preferred shares are
dilutive  for  continuing  operations.  Therefore,  diluted EPS from  continuing
operations is reported as $0.72.

<TABLE>
<CAPTION>
Three Months Ended September 30, 1999
                                                           Increase
                                                              in       Earnings
                                                            Number        per
                                                Increase      of      Incremental
                                               in Income    Shares       Share
                                               ----------  ---------  ---------
<S>                                            <C>         <C>        <C>
Options.....................................          -      102,665       -
Dividends on convertible preferred stock....   $  603,750  2,090,909     $0.29
</TABLE>

<TABLE>
<CAPTION>


               Computation of Diluted Earnings per Share

                                                Income
                                               Available
                                                  from
                                               Continuing    Common
                                               Operations    Shares   Per Share
                                               ----------  ---------  ---------
<S>                                            <C>         <C>        <C>        <C>
                                               $1,694,250  5,471,782     $0.32
Common stock options..........................        -      102,665       -
                                               ----------  ---------  ---------
                                               $1,694,250  5,574,447     $0.31   Dilutive
Dividends on convertible preferred stock......    603,750  2,090,909       -
                                               ==========  =========  =========
                                               $2,298,000  7,665,356     $0.30   Dilutive
                                               ==========  =========  =========
</TABLE>

Note:  Because  diluted EPS from continuing  operations  decreases from $0.32 to
$0.30 when common stock options and convertible preferred shares are included in
the computation, those common stock options and convertible preferred shares are
dilutive  for  continuing  operations.  Therefore,  diluted EPS from  continuing
operations is reported as $0.30.

                                      -9-
<PAGE>
<TABLE>
<CAPTION>
Nine months Ended September 30, 2000
                                                           Increase
                                                              in       Earnings
                                                            Number        per
                                                Increase      of      Incremental
                                               in Income    Shares       Share
                                               ----------  ---------  ---------
<S>                                            <C>         <C>        <C>
Options.....................................          -      188,191      -
Dividends on convertible preferred stock....   $1,811,250  2,090,909    $0.87
</TABLE>
<TABLE>
<CAPTION>



               Computation of Diluted Earnings per Share

                                                Income
                                               Available
                                                  from
                                               Continuing    Common
                                               Operations    Shares   Per Share
                                               ----------  ---------  ---------
<S>                                            <C>         <C>        <C>        <C>
                                              $13,040,750  5,522,437    $2.36
Common stock options..........................        -      188,191      -
                                               ----------  ---------  ---------
                                              $13,040,750  5,710,628    $2.28    Dilutive
Dividends on convertible preferred stock......  1,811,250  2,090,909      -
                                               ==========  =========  =========
                                              $14,852,000  7,801,537    $1.90    Dilutive
                                               ==========  =========  =========
</TABLE>


Note:  Because  diluted EPS from continuing  operations  decreases from $2.36 to
$1.90 when common stock options and convertible preferred shares are included in
the computation, those common stock options and convertible preferred shares are
dilutive  for  continuing  operations.  Therefore,  diluted EPS from  continuing
operations is reported as $1.90.

<TABLE>
<CAPTION>
Nine months Ended September 30, 1999
                                                           Increase
                                                              in       Earnings
                                                            Number        per
                                                Increase      of      Incremental
                                               in Income    Shares       Share
                                               ----------  ---------  ---------
<S>                                            <C>         <C>        <C>
Options.....................................          -       56,593      -
Dividends on convertible preferred stock....   $1,811,250  2,090,909    $0.87
</TABLE>
<TABLE>
<CAPTION>



               Computation of Diluted Earnings per Share

                                                Net Loss
                                               Available
                                                  from
                                               Continuing    Common
                                               Operations    Shares   Per Share
                                               ----------  ---------  ---------
<S>                                            <C>         <C>        <C>        <C>
                                               $  (20,250) 5,471,782    $0.00
Common stock options..........................        -       56,593      -
                                               ----------  ---------  ---------
                                               $  (20,250) 5,528,375    $0.00    Antidilutive
Dividends on convertible preferred stock......  1,811,250  2,090,909      -
                                               ==========  =========  =========
                                               $1,791,000  7,619,284    $0.24    Antidilutive
                                               ==========  =========  =========
</TABLE>


Note:  Because  diluted EPS from continuing  operations  increases from $0.00 to
$0.24 when convertible  preferred shares are included in the computation,  those
convertible preferred shares are antidilutive and are ignored in the computation
of diluted EPS for continuing operations. Therefore, diluted EPS from continuing
operations is reported as $0.00.


                                      -10-
<PAGE>
                          PART I. FINANCIAL INFORMATION
                                    (ITEM 2)

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

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

RESULTS OF CONTINUING OPERATIONS

The Company's  principal business segment is oil and gas production.  Results of
continuing operations for the three and nine months ended September 30, 2000 and
1999, are discussed below.
<TABLE>
<CAPTION>

Oil and Gas Production

                                          Three Months Ended   Nine Months Ended
                                             September 30,       September 30,
                                             2000     1999       2000     1999
<S>                                        <C>      <C>        <C>      <C>
Revenues (in thousands):
Sales of oil and natural gas.............  $21,240  $13,341    $58,180  $32,991
Sales of LaBarge other products..........      -        -          -        180
Gas marketing............................      -        -          -         83
Minerals leasing and other...............       60       27        185      174
                                           -------  -------    -------  -------
     Total revenues......................  $21,300  $13,368    $58,365  $33,428
                                           =======  =======    =======  =======

Operating profit (in thousands)..........  $10,451  $ 5,154    $27,866  $ 8,308
                                           =======  =======    =======  =======

Operating information:
Average net daily production:
    Oil (Bbls)...........................    7,431    7,017      7,267    7,472
    NGL (Bbls)...........................      334      373        406      414
    Natural gas (Mcf)....................    7,896    7,482      7,700    8,439
    Equivalent (Bbls)....................    9,081    8,637      8,956    9,293

Average sales prices:
    Oil (per Bbl, net of hedge effects)..  $ 26.24  $ 17.51    $ 24.97  $ 13.54
    NGL (per Bbl)........................  $ 22.82  $ 13.99    $ 20.25  $  9.90
    Natural gas (per Mcf)................  $  3.58  $  2.26    $  2.94  $  1.84
</TABLE>

Revenues for the three months ended  September 30, 2000,  increased $7.9 million
when compared to the three months ended  September 30, 1999,  primarily due to a
50%  increase in the average oil price,  a 63% increase in the average NGL price
and a 58%  increase in the average  natural gas price.  A 5% increase in average
net daily production also contributed to the increased revenues.

For the nine months ended September 30, 2000,  revenues  increased $24.9 million
from the same period in 1999. The change was primarily due to an 84% increase in
average oil prices, a 105% increase in average NGL prices, and a 60% increase in
average gas prices.  These  increases  were  partially  offset by the effects of
lower production  volumes which resulted from the sale of certain  non-strategic
properties during the first quarter of 1999.

The Company has entered into two hedging  programs for the year 2000.  The first
program is a purchase of a put option and a sale of a call option covering 1,700
barrels of oil per day effective January 1, 2000, through December 31, 2000. The
strike prices are $17.25 per barrel for the put option and $22.00 per barrel for
the call option.  The second program is a purchase of a put option and a sale of
a call option  covering 1,800 barrels of oil per day effective  January 1, 2000,
through  December 31, 2000.  The strike prices are $18.50 per barrel for the put
option and $26.00 per barrel for the call  option.  Each  program  provides  for
monthly  settlements  and is based on monthly  average oil prices.  There are no
premiums associated with either program.  During the three and nine months ended
September  30,  2000,  the  strike  prices of the call  options  were  exceeded,
resulting  in a  reduction  of  revenues  of  $2.4  million  and  $5.4  million,
respectively, from what would have been received had no hedging programs been in
place. Without the options the average price per barrel of oil for the three and
nine months ended September 30, 2000, would have increased from $26.24 to $29.77
and from $24.97 to $27.67, respectively.

                                      -11-
<PAGE>
The Company's  operating  profit increased $5.3 million when comparing the three
months  ended  September  30, 2000,  to the same period of 1999.  The change was
primarily  due to the increase in revenues.  The revenue  increase was partially
offset by higher lease  operating  expenses of $1.0 million,  higher  production
taxes  of $0.9  million,  and  higher  depletion  costs of $0.5  million.  Lease
operating  expenses increased due to the acquisitions made in the second quarter
of 2000 and increased  activity that was stimulated by higher commodity  prices.
Production taxes increased as a result of higher commodity prices. Additionally,
the revenue increase was offset by higher general and administrative expenses of
$0.2 million.

For the nine months ended September 30, 2000,  operating profits increased $19.6
million when compared to the 1999 period.  The  improvement was primarily due to
the increase in revenues.  The revenue increase was offset by expense  increases
of $3.3 million in production  taxes,  $2.5 million in lease operating  expenses
and $0.5 million in depletion  expenses.  Production taxes increased as a result
of higher  commodity  prices.  Lease  operating  expenses  increased  due to the
acquisitions made in the second quarter of 2000 and increased  activity that was
stimulated  by higher  commodity  prices.  Also  contributing  to the  increased
operating  profit was a $0.5  million  decrease  in general  and  administrative
expenses and a $0.3 million decrease in LaBarge expenses resulting from the sale
of the LaBarge project in the first quarter of 1999.

Interest Expense

Interest  expense  for the three  and nine  months  ended  September  30,  2000,
decreased $0.1 million and $0.9 million, respectively, from the 1999 levels. The
decrease was a result of decreased average debt outstanding of $14.5 million and
$21.5  million  for  the  three  and  nine  months  ended  September  30,  2000,
respectively,  partially  offset by higher average  interest rates.  The primary
reason for the  decrease  in average  debt was due to an  increase  in cash flow
primarily as a result of increased revenues and the sale of various non-integral
properties during the first quarter of 1999.

Provision for Income Taxes

The Company's  effective tax rate for the three months ended  September 30, 2000
and 1999 was 37% and 36%, respectively.  For the nine months ended September 30,
2000 and 1999 the effective tax rate was 36%.


RESULTS FROM DISCONTINUED OPERATIONS

Crude Oil Marketing

During the first  quarter of 2000,  the Company sold its 46% interest in Genesis
Energy,  L.L.C for $3.0 million.  The proceeds from the sale were used to reduce
debt  and no  gain  or  loss  was  recognized  on the  sale.  The  Company  owns
subordinated  units in Genesis  Crude Oil,  L.P. and carries that  investment at
zero.  The Company does not expect to receive any proceeds for its  subordinated
units.

The results have been classified as discontinued  operations in the accompanying
consolidated  financial  statements.  As a result of the  Company's  interest in
Genesis,  the Company recognized a net loss of $0.1 million during the three and
nine months ended September 30, 1999.  There were no pre-tax earnings during the
three and nine months ended September 30, 2000.

                                      -12-
<PAGE>

Technical Fuels and Chemical Processing

On July 31,  1997,  the  Company  sold  substantially  all of the  assets of its
research and reference  fuels and custom  chemical  manufacturing  business.  On
January  4,  1999,  the  Company  sold its right to  participate  in the  future
earnings  of the  purchaser  for $2.0  million.  The Company  recognized  a $0.1
million loss and a gain of $1.3  million  during the three and nine months ended
September  30, 1999,  respectively.  There were no pre-tax  earnings  during the
three and nine months ended  September  30, 2000.  The results of the  technical
fuels and chemical  processing  business have been  classified  as  discontinued
operations in the accompanying consolidated financial statements.


LIQUIDITY AND CAPITAL RESOURCES

Cash provided by continuing  operations for the nine months ended  September 30,
2000,  was $28.8  million.  This  compares to $11.3  million for the same period
during 1999. The Company's debt decreased by $15.0 million during the first nine
months of 2000 while there was a $43.0  million  decrease  during the first nine
months of 1999.  Capital  expenditures  for the nine months ended  September 30,
2000, were $10.7 million compared to $2.1 million for the 1999 period.

The  Company's  total debt,  all long term,  at September  30,  2000,  was $67.0
million.  At September 30, 2000, the Company's borrowing base under the terms of
its Credit Facility was $100.0 million.

During the first nine months of 2000, the Company paid common  dividends of $0.7
million and preferred dividends of $1.8 million.

The  Company  has issued and  outstanding  690,000  shares of $3.50  Convertible
Preferred Stock,  Series A, ("Preferred  Stock").  Each share of Preferred Stock
has a liquidation  preference of $50.00 plus accrued and unpaid  dividends.  The
Preferred Stock is convertible,  at the option of the holder at any time, unless
previously  redeemed,  into shares of Common  Stock of the Company at an initial
conversion  price of $16.50 per share of Common  Stock,  subject  to  adjustment
under certain  conditions.  The Preferred  Stock is not subject to any mandatory
redemption  or sinking  fund  provision.  Subject to  certain  limitations,  the
Preferred Stock is redeemable,  for cash, at the option of the Company, in whole
or in part, at any time. The redemption  price is $50.50,  but reduces to $50.00
on April 23, 2001.


OTHER

The Company  acquired  significant oil and gas properties from Amoco  Production
Company  in 1997.  A portion of the  acquisition  cost was  allocated  to an oil
property that is a potential 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 strong  rebound of oil
prices,  Company  personnel and  consultants  are now studying the properties to
determine the feasibility of such a project.

At September 30, 2000,  $14.6 million  attributable to this property is included
in unproven  properties on the balance sheet. If the evaluation  determines that
the CO2 flood project is not feasible,  the associated costs will be transferred
to the full cost  pool and  would  result in  increasing  depletion  expense  by
approximately  15% in future periods.  The Company has not recognized any proved
reserves  attributable  to the CO2  potential of this  property.  If the Company
decides to go forward with the project,  one or more  successful  pilot programs
will be necessary in order to record any proved  reserves.  It is expected  that
the development costs would be funded from cash flow.


                                      -13-
<PAGE>


Forward-looking Statements

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

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

                                      -14-
<PAGE>



                           PART II. OTHER INFORMATION

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

      (a)     Exhibits - none.

        (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:  November 13, 2000           /s/  Allyn R. Skelton, II
                                   -------------------------
                                   Allyn R. Skelton, II
                                   Vice President & Chief Financial Officer
                                   (Principal Financial and Accounting Officer)











                                      -15-