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, 1999

                                OR

      [  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
              OF THE SECURITIES EXCHANGE ACT OF 1934


                   Commission File Number 1-8704

                        HOWELL CORPORATION
      (Exact name of registrant as specified in its charter)


         Delaware                             74-1223027
(State or other jurisdiction of  (I.R.S. Employer Identification No.)
incorporation or organization)


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


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


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

                      Yes    X    No

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

           Class                    Outstanding at October 31, 1999
-----------------------------       -------------------------------
Common Stock, $1.00 par value                  5,471,782


                   This report contains 14 pages


<PAGE>


                HOWELL CORPORATION AND SUBSIDIARIES

                             Form 10-Q

                               INDEX



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

Item 1. Condensed Consolidated Statements of Operations --
          Three and nine months ended September 30, 1999 and 1998
          (unaudited).................................................     3

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

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

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

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


Part II.Other Information

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


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


CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Howell Corporation and Subsidiaries
<TABLE>
<CAPTION>
                                            Three Months Ended       Nine Months Ended
                                                September 30,           September 30,
                                               1999       1998         1999       1998
                                                       (In thousands, except
                                                        per share amounts)
<S>                                         <C>         <C>         <C>         <C>

Revenues ................................   $ 13,368    $ 12,525    $ 33,428    $ 39,059
                                            --------    --------    --------    --------

Cost and expenses:
  Lease operating expenses ..............      6,019       6,386      16,834      20,437
  Depreciation, depletion, and
   amortization .........................      1,367       2,842       4,926       8,908
  Ceiling test write-down ...............       --          --          --        66,118
  General and administrative
   expenses .............................        828          91       3,360       3,212
                                            --------    --------    --------    --------
                                               8,214       9,319      25,120      98,675
                                            --------    --------    --------    --------
Other income (expense):
  Interest expense ......................     (1,642)     (2,772)     (5,640)     (8,206)
  Interest income .......................         24          22          84          69
  Net earnings of Genesis ...............        (60)        227        (180)        451
  Other-net .............................         31         (78)        (49)       (235)
                                            --------    --------    --------    --------

                                              (1,647)     (2,601)     (5,785)     (7,921)
                                            --------    --------    --------    --------

Earnings (loss) before income
  taxes .................................      3,507         605       2,523     (67,537)
Income tax provision (benefit) ..........      1,209         (60)        903     (23,180)
                                            --------    --------    --------    --------
Net earnings (loss) from
  continuing operations .................      2,298         665       1,620     (44,357)
                                            --------    --------    --------    --------

Discontinued operations:
  Net (loss) earnings from Howell
    Hydrocarbons (less applicable
    income taxes of $65, $235,
    $753, and $220, respectively) .......        (53)        455       1,283         396
                                            --------    --------    --------    --------

Net earnings (loss) .....................      2,245       1,120       2,903     (43,961)
  Less: Preferred stock dividends .......       (604)       (604)     (1,811)     (1,811)
                                            --------    --------    --------    --------

Net earnings (loss) applicable to
   common shares ........................   $  1,641    $    516    $  1,092    $(45,772)
                                            ========    ========    ========    ========

Basic earnings (loss) per common share:
  Continuing operations .................   $   0.31    $   0.01    $  (0.03)   $  (8.44)
  Discontinued operations ...............      (0.01)       0.08        0.23        0.07
                                            --------    --------    --------    --------

  Net earnings (loss) per common
    share (basic) .......................   $   0.30    $   0.09    $   0.20    $  (8.37)
                                            ========    ========    ========    ========

Weighted average shares
   outstanding (basic) ..................      5,472       5,472       5,472       5,469
                                            ========    ========    ========    ========


Diluted earnings (loss) per common share:
  Continuing operations .................   $   0.30    $   0.01    $  (0.03)   $  (8.44)
  Discontinued operations ...............      (0.01)       0.08        0.23        0.07
                                            --------    --------    --------    --------

  Net earnings (loss) per common
   share (diluted) ......................   $   0.29    $   0.09    $   0.20    $  (8.37)
                                            ========    ========    ========    ========

Weighted average shares
   outstanding (diluted) ................      7,665       5,472       5,528       5,469
                                            ========    ========    ========    ========

Cash dividends per common share..........   $   0.04    $   0.04    $   0.12    $   0.12
                                            ========    ========    ========    ========

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


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

                                                     September 30,    December 31,
                                                         1999             1998
                                                      (Unaudited)
                                                     (In thousands, except share data)
<S>                                                      <C>          <C>
                   Assets
Current assets:
  Cash and cash equivalents ..........................   $     502    $   5,871
  Trade accounts receivable, less allowance for
     doubtful accounts of $161 and $156 in 1999 and
     1998, respectively ..............................       9,558        9,230
  Income tax receivable ..............................        --          5,701
  Deferred income taxes ..............................       2,365        3,408
  Other current assets ...............................         288          577
                                                         ---------    ---------
    Total current assets .............................      12,713       24,787
                                                         ---------    ---------

Property, plant and equipment:
  Oil and gas properties, utilizing the
     full-cost method of accounting ..................     360,376      385,048
  Unproven properties ................................      38,554       43,263
  Other ..............................................       2,731        2,653
  Less accumulated depreciation, depletion
     and amortization ................................    (311,473)    (309,330)
                                                         ---------    ---------
    Net property and equipment .......................      90,188      121,634
                                                         ---------    ---------
Investment in Genesis ................................      16,606       16,908
Other assets .........................................       2,743        2,962
                                                         =========    =========
    Total assets .....................................   $ 122,250    $ 166,291
                                                         =========    =========

    Liabilities and Shareholders' Equity

Current liabilities:
  Current portion of long-term debt ..................   $    --      $  22,000
  Accounts payable ...................................       9,774        8,639
  Accrued liabilities ................................       3,596        5,520
                                                         ---------    ---------
    Total current liabilities ........................      13,370       36,159
                                                         ---------    ---------
Other liabilities ....................................         573        1,261
                                                         ---------    ---------
Long-term debt .......................................      81,000      102,000
                                                         ---------    ---------
Commitments and contingencies Shareholders' equity:
  Preferred stock, $1 par value; 690,000
     shares issued and outstanding,
     liquidation value of $34,500,000 ................         690          690
  Common stock, $1 par value; 5,471,782
    shares issued and outstanding in 1999
    and 1998 .........................................       5,472        5,472
  Additional paid-in capital .........................      40,829       40,829
  Retained deficit ...................................     (19,684)     (20,120)
                                                         ---------    ---------
    Total shareholders' equity .......................      27,307       26,871
                                                         =========    =========
    Total liabilities and shareholders'equity            $ 122,250    $ 166,291
                                                         =========    =========

See accompanying Notes to Consolidated Financial Statements.

</TABLE>

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

                                                Nine Months Ended September 30,
                                                       1999        1998
                                                         (In thousands)
<S>                                                 <C>         <C>
OPERATING ACTIVITIES:
Net earnings (loss) from continuing operations ..   $  1,620    $(44,357)
Adjustments for non-cash items:
  Depreciation, depletion and amortization ......      4,926      75,026
  Deferred income taxes .........................        381     (21,403)
  Equity in earnings of Genesis - net of
     amortization ...............................        180        (451)
  Distributions received from Genesis ...........        122         119
     Gain on sale of assets .....................       --            (2)
                                                    --------    --------
Earnings from continuing operations plus
   non-cash operating items .....................      7,229       8,932
Changes in components of working capital from
operations:
  Increase in trade accounts receivable .........       (338)     (6,515)
  Decrease in federal income tax receivables ....      5,701        --
  Decrease in other current assets ..............        289         660
  Increase in accounts payable ..................      1,005       4,874
  (Decrease) increase in accrued and other
     liabilities ................................     (2,576)        918
  Increase in income tax payable ................         38         145
                                                    --------    --------
Cash provided by continuing operations ..........     11,348       9,014
Cash provided by discontinued operations ........      2,011           5
                                                    --------    --------

Cash provided by operating activities ...........     13,359       9,019
                                                    --------    --------

INVESTING ACTIVITIES:
Proceeds from the disposition of oil and gas
     properties .................................     28,653          39
Additions to property, plant and equipment ......     (2,134)    (18,667)
Refund of deposit for Amoco Beaver Creek
   acquisition ..................................       --        12,369
Other, net ......................................        220        (679)
                                                    --------    --------
Cash provided by (utilized in) investing
   activities ...................................     26,739      (6,938)
                                                    --------    --------

FINANCING ACTIVITIES:
(Repayments) borrowings under credit agreements,
     net ........................................    (43,000)        500
Cash dividends:
     Common shareholders ........................       (656)       (659)
     Preferred shareholders .....................     (1,811)     (1,811)
Exercise of stock options .......................       --            65
                                                    --------    --------
Cash utilized in financing activities ...........    (45,467)     (1,905)
                                                    --------    --------

NET (DECREASE) INCREASE  IN CASH AND CASH
   EQUIVALENTS ..................................     (5,369)        176
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD ..      5,871          56
                                                    --------    --------
CASH AND CASH EQUIVALENTS, END OF PERIOD ........   $    502    $    232
                                                    ========    ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Net cash paid for:
Interest ........................................   $  5,664    $  6,976
                                                    ========    ========
Income taxes ....................................   $    481    $     66
                                                    ========    ========

See accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Howell Corporation and Subsidiaries
September 30, 1999 and 1998

Note 1 - Basis of Financial Statement Preparation

The  unaudited  consolidated  financial  statements  included  herein  have been
prepared  by  Howell  Corporation  (the  "Company"),  pursuant  to the rules and
regulations  of the Securities  and Exchange  Commission and in accordance  with
generally  accepted  accounting  principles.  In the opinion of management,  all
adjustments  (all of which are  normal and  recurring)  have been made which are
necessary for a fair  statement of the results of  operations  for the three and
nine months ended September 30, 1999 and 1998. The results of operations for the
three and nine months ended September 30, 1999 are not necessarily indicative of
results to be expected for the full year.  The accounting  policies  followed by
the Company are set forth in Note 2 to the consolidated  financial statements in
its  Annual  Report on Form 10-K for the year ended  December  31,  1998.  These
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 1998 financial presentation to
conform with the 1999 presentation.

Note 2 - New Accounting Standards

In June 1998,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial Accounting  Standards No. 133, "Accounting for Derivative  Instruments
and Hedging  Activities"  ("SFAS  133").  SFAS 133  establishes  accounting  and
reporting  standards for  derivative  instruments  and hedging  activities  that
require an entity to recognize all derivatives as an asset or liability measured
at its fair value.  Depending on the intended use of the derivative,  changes in
its fair value will be reported in the period of change as either a component of
earnings or a component of other comprehensive income. SFAS 133 is effective for
all fiscal  quarters of fiscal  years  beginning  after June 15,  2000.  Earlier
application of SFAS 133 is encouraged,  but  retroactive  application to periods
prior to adoption is not allowed.  The Company has not  quantified the impact of
adoption on its financial statements or the date it intends to adopt.

Note 3 - Financial Instruments and Hedging Activities

In order to mitigate the effects of future price fluctuations,  the Company from
time to time uses a limited program of hedging its crude oil  production.  Crude
oil futures and options contracts are used as the hedging tools.  Changes in the
market value of the futures  transactions are deferred until the gain or loss is
recognized on the hedged transactions. The Company is currently engaged in eight
and nine-month hedging programs,  each ending December 31, 1999. The Company was
also engaged in a nine-month hedging program ending December 31, 1998.

The Company entered into two hedging programs during the second quarter of 1999.
The first  program  is a purchase  of a put  option and a sale of a call  option
covering 1,750 barrels of oil per day effective April 1, 1999,  through December
31, 1999.  The strike prices are $15.00 per barrel for the put option and $17.00
per barrel for the call option. The second program is a purchase of a put option
and a sale of a call option also covering 1,750 barrels of oil per day effective
from May 1, 1999,  through  December 31, 1999.  The strike prices are $14.50 per
barrel for the put option and $18.80 per barrel for the call  option.  There are
no premiums  associated with either of these  programs.  The strike price of the
call  options  was  exceeded  during  each  month of the third  quarter  of 1999
resulting  in a reduction  of revenues of $1.2 million from what would have been
received had no hedging programs been in place.  Without the options the average
price per barrel of oil for the three and nine months ended  September  30, 1999
would  have  increased  from  $17.51  to  $19.41  and  from  $13.54  to  $14.19,
respectively.

In 1998,  the Company  purchased  a put option and sold a call  option  covering
4,800  barrels of oil per day for a nine-month  period ended  December 31, 1998.
The  strike  prices  were  $16.00  per  barrel for the put option and $19.25 per
barrel for the call option.  There was no premium associated with these options.
During the three months ended  September  30, 1998,  the Company  received  $0.8
million as a result of the  options.  Without the options the average  price per
barrel of oil for the three and nine months ended September 30, 1998, would have
been reduced from $10.92 to $9.95 and $11.53 to $10.98, respectively.

The  Company  has also  entered  into a hedge  program  for a portion of its oil
production in the year 2000. The Company  purchased a put option and sold 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. There are no premiums associated with
this hedge program.

Note 4 - Accumulated Depreciation, Depletion and Amortization

During the first  quarter of 1998 a pre-tax  write-down of the Company's oil and
gas properties of $66.1 million was required as a result of lower energy prices.
On an after-tax basis, the write-down  amounted to $43.6 million.  The Company's
depletion rate for the three and nine months ended September 30, 1999, was $1.67
and $1.90 per equivalent barrel,  respectively,  versus a pre write-down rate of
$2.64 and $2.74, respectively, for the same periods ended September 30, 1998.

Note 5 - Acquisitions & Dispositions

On January 4, 1999,  the  Company  sold its right to  participate  in the future
earnings of Specified  Fuels & Chemicals,  Inc.  ("SFC") for $2.0  million.  SFC
acquired the Company's  research and reference  fuel business in July 1997.  The
sale  and  results  of the  research  and  reference  fuel  business  have  been
classified as discontinued operations in the accompanying consolidated financial
statements.  Discontinued  Operations  had a gain of $1.3  million  for the nine
months ended September 30, 1999, primarily as a result of the sale.

On January 29, 1999, the Company sold its interest in the LaBarge field, located
in southwestern  Wyoming,  for $15.8 million.  The effective date was January 1,
1999. The properties  consisted of three Federal  units,  17 producing  wells, a
field  gathering  system,  a dehydration  plant,  a 32-mile  dehydrated  raw gas
pipeline, and a gas processing plant. In addition to natural gas, the properties
produced  carbon  dioxide,  helium and sulfur.  The Company owned a 4.8% working
interest  in the  Fogarty  Creek Unit which  contained  12 gross  wells (0.6 net
wells) which produced from depths between 14,500 to 17,000 feet.

On March 19, 1999, the Company sold its interests in the Grass Creek Unit in Hot
Springs  County,  Wyoming,  and the Pitchfork  Unit in Park County,  Wyoming for
$12.6  million,  net of closing  adjustments.  The  Company  owned a 25% working
interest at  Pitchfork  and various  working  interests  ranging  from 13.08% to
43.14% in different producing horizons at Grass Creek.

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

Note 6 - Litigation

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




<PAGE>


Note 7 - Earnings (Loss) per Share

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

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

Three Months Ended September 30, 1999

                                               Increase
                                                  in       Earnings
                                                Number       per
                                  Increase         of     Incremental
                                  in Income     Shares      Share
                                ------------  ----------  ----------
Options ....................            --      102,665
Dividends  on  convertible
   preferred stock .........    $   603,750   2,090,909      $0.29


               Computation of Diluted Earnings per Share

                                   Income
                                  Available
                                    from
                                 Continuing     Common
                                 Operations     Shares    Per Share
                                ------------  ----------  ----------
                                $ 1,694,250   5,471,782      $0.31
Common stock options..........          --      102,665        --
                                ------------  ----------  ----------
                                $ 1,694,250   5,574,447      $0.30  Dilutive

Dividends  on  convertible
   preferred stock............      603,750   2,090,909        --
                                ============  ==========  ==========
                                $ 2,298,000   7,665,356      $0.30  Dilutive
                                ============  ==========  ==========

Three Months Ended September 30, 1998

                                               Increase
                                                  in       Earnings
                                                Number       per
                                  Increase         of     Incremental
                                  in Income     Shares      Share
                                ------------  ----------  ----------
Options..................               --          543
Dividends on convertible
   preferred stock.......       $   603,750   2,090,909      $0.29


               Computation of Diluted Earnings per Share

                                   Income
                                  Available
                                    from
                                 Continuing     Common
                                 Operations     Shares    Per Share
                                ------------  ----------  ----------
                                $    61,250   5,471,782      $0.01
Common stock options.....               --          543        --
                                ------------  ----------  ----------
                                $    61,250   5,472,325      $0.01  Dilutive
Dividends on convertible
   preferred stock.......           603,750   2,090,909        --
                                ============  ==========  ==========
                                $   665,000   7,563,234      $0.09  Antidilutive
                                ============  ==========  ==========

Note:  Because  diluted EPS from continuing  operations  increases from $0.01 to
$0.09 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 $.01.
<PAGE>
Nine months Ended September 30, 1999

                                               Increase
                                                  in       Earnings
                                                Number       per
                                  Increase         of     Incremental
                                  in Income     Shares      Share
                                ------------  ----------  ----------
Options..................               --       56,593        --
Dividends on convertible
   preferred stock.......       $ 1,811,250   2,090,909     $ 0.87



               Computation of Diluted Earnings per Share

                                   Income
                                  Available
                                    from
                                 Continuing     Common
                                 Operations     Shares    Per Share
                                ------------  ----------  ----------
                                $  (191,250)  5,471,782     $(0.03)

Common stock options.....               --       56,593        --
                                ------------  ----------  ----------
                                $  (191,250)  5,528,375     $(0.03) Antidilutive
Dividends  on  convertible
   preferred stock.......         1,811,250   2,090,909        --
                                ============  ==========  ==========
                                $ 1,620,000   7,619,284     $ 0.21  Antidilutive
                                ============  ==========  ==========


Note: Because diluted EPS from continuing  operations  increases from $(0.03) to
$0.21 when common stock options and convertible preferred shares are included in
the computation, those common stock options and convertible preferred shares are
antidilutive  and are ignored in the  computation  of diluted EPS for continuing
operations.  Therefore,  diluted EPS from  continuing  operations is reported as
$(0.03).



Nine months Ended September 30, 1998

                                               Increase
                                                  in       Earnings
                                                Number       per
                                  Increase         of     Incremental
                                  in Income     Shares      Share
                                ------------  ----------  ----------
Options..................               --       56,608        --
Dividends on convertible
   preferred stock.......       $ 1,811,250   2,090,909     $ 0.87



               Computation of Diluted Earnings per Share

                                   Net Loss
                                  Available
                                    from
                                 Continuing     Common
                                 Operations     Shares    Per Share
                                ------------  ----------  ----------
                               $(46,168,250)  5,469,428     $(8.44)
Common stock options.....               --       56,608        --
                                ------------  ----------  ----------
                               $(46,168,250)  5,526,036     $(8.35) Antidilutive
Dividends on convertible
   preferred stock..........      1,811,250   2,090,909        --
                                ============  ==========  ==========
                               $(44,357,000)  7,616,945     $(5.82) Antidilutive
                                ============  ==========  ==========


Note: Because diluted EPS from continuing  operations  increases from $(8.44) to
$(8.35) when common stock  options are included in the  computation  and because
diluted EPS increases from $(8.35) to $(5.82) when convertible  preferred shares
are included in the  computation,  both the common stock options and convertible
preferred  shares are antidilutive and are ignored in the computation of diluted
EPS  from  continuing  operations.   Therefore,   diluted  EPS  from  continuing
operations is reported as $(8.44).

<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, 1999 and
1998, are discussed below.

Oil and Gas Production

                                      Three Months Ended   Nine Months Ended
                                         September 30,        September 30,
                                       1999       1998       1999       1998
Revenues (in thousands):
Sales of oil and natural gas ....   $ 13,341   $ 11,689   $ 32,991   $ 36,751
Sales of LaBarge other products .       --          468        180      1,250
Gas marketing ...................       --          198         83        683
Minerals leasing and other ......         27        170        174        375
                                    --------   --------   --------   --------
     Total revenues .............   $ 13,368   $ 12,525   $ 33,428   $ 39,059
                                    ========   ========   ========   ========

Operating profit (loss) (in
    thousands) ..................   $  5,154   $  3,206   $  8,308   $(59,616)
                                    ========   ========   ========   ========

Operating information:
Average net daily production:
    Oil and NGL (Bbls) ..........      7,390      9,467      7,886      9,684
    Natural gas (Mcf) ...........      7,482     12,626      8,439     12,571

Average sales prices:
    Oil and NGL (per Bbl)(1).....   $  17.33   $  10.98   $  13.35   $  11.46
    Natural gas (per Mcf) .......   $   2.26   $   1.83   $   1.84   $   1.88
       (1) includes the effects of hedging


Revenues
Revenues for the three months ended  September 30, 1999,  increased $0.8 million
when compared to the three months ended  September 30, 1998,  primarily due to a
58% increase in the average oil and NGL price partially offset by a 22% decrease
in the average net daily production of oil and NGL and a 41% decrease in average
daily natural gas production. Contributing to the decrease in production was the
sale of the  Grass  Creek and  Pitchfork  units in March  1999,  the sale of the
LaBarge  project in January 1999,  and sale of the mineral  interest in December
1998.



For the nine months ended  September 30, 1999,  revenues  decreased $5.6 million
from the same  period in 1998.  The change was  primarily  due to a decrease  in
average net daily oil and NGL  production  and natural gas production of 19% and
33%, respectively, and a decrease in the sales of LaBarge other products of 86%.
The sale of the Grass Creek and Pitchfork  units in March 1999,  the sale of the
LaBarge  project in January 1999,  and sale of the mineral  interest in December
1998, contributed to the decrease in production.




The Company entered into two hedging programs during the second quarter of 1999.
The first  program  is a purchase  of a put  option and a sale of a call  option
covering 1,750 barrels of oil per day effective April 1, 1999,  through December
31, 1999.  The strike prices are $15.00 per barrel for the put option and $17.00
per barrel for the call option. The second program is a purchase of a put option
and a sale of a call option also covering 1,750 barrels of oil per day effective
from May 1, 1999,  through  December 31, 1999.  The strike prices are $14.50 per
barrel for the put option and $18.80 per barrel for the call  option.  There are
no premiums  associated with either of these  programs.  The strike price of the
call  options  was  exceeded  during  each  month of the third  quarter  of 1999
resulting  in a reduction  of revenues of $1.2 million from what would have been
received had no hedging programs been in place.  Without the options the average
price per barrel of oil for the three and nine months ended  September  30, 1999
would  have  increased  from  $17.51  to  $19.41  and  from  $13.54  to  $14.19,
respectively.


Operating Profit

The Company's  operating  profit increased $1.9 million when comparing the third
quarter of 1999 to the third quarter of 1998.  The increase in operating  profit
was due to a  decrease  in  operating  expenses  and an  increase  in  revenues.
Operating  expenses decreased 12% during the third quarter of 1999 when compared
to the third  quarter of 1998.  The primary  reason for the  decrease was a $1.5
million decrease in depletion expense,  and a decrease in total LaBarge expenses
of $0.8  million  resulting  from its sale in the first  quarter  of 1999.  Also
contributing to the decrease was a reduction in gas marketing  costs.  Partially
offsetting  the  operating  expense  reductions  was an  increase in general and
administrative   expenses  and  production  taxes.  General  and  administrative
expenses  during  the third  quarter of 1998 were  unusually  low as a result of
additional transition expense adjustments associated with assuming operations of
the new Wyoming properties. Production taxes increased as a result of higher oil
prices during the current period.

For the nine-month period ending September 30, 1999, operating profits increased
$67.9 million when compared to the nine-month  period ended  September 30, 1998.
The  increase  is  primarily  due  to a  first  quarter  1998  pre-tax  non-cash
write-down  of $66.1  million.  Excluding  the first  quarter  1998  write-down,
operating profits increased $1.8 million when comparing the first nine months of
1999 to the same  period of 1998.  The effect of  decreased  operating  expenses
during the first nine  months of 1999 was  partially  offset by a  corresponding
reduction of operating revenues during the same period.

For the nine months ending September 30, 1999,  operating expenses decreased 23%
when compared to the pre write-down operating expenses during the same period of
1998.  The  primary  reason for the  decrease  was a $4.0  million  decrease  in
depletion  expense,  a  decrease  in  total  LaBarge  expenses  of $2.0  million
resulting from its sale in the first quarter of 1999, a $0.8 million decrease in
lease operating expenses,  and a $0.3 million decrease in production taxes. Also
contributing  to the  decrease in  expenses  was a  reduction  in gas  marketing
expense.

Crude Oil Marketing

The  Company has a direct and  indirect  equity  interest in Genesis  Crude Oil,
L.P., Genesis Energy, L.P., and Genesis Energy, L.L.C. (collectively referred to
hereinafter as "Genesis").  As a result of the Company's  interest,  the Company
recognized a net loss of $0.1 million and $0.2 million during the three and nine
months ended  September 30, 1999,  respectively.  This  represents a decrease in
earnings of $0.3 million and $0.6 million, respectively, from the three and nine
months ended September 30, 1998.

While market conditions have improved recently, a corresponding  improvement has
not been seen in the  overall  operating  and  financial  condition  of Genesis.
Should there not be  significant  improvement  in the fourth  quarter  operating
results or in the underlying operating  fundamentals of Genesis, it may indicate
conditions  and factors that are other than  temporary  which could result in an
impairment of the investment.  Management is evaluating the realizable  value of
the  investment,  but is not yet able to quantify  the  magnitude of such future
impairment charge, if any.



<PAGE>


Interest Expense

Interest  expense  for the three  and nine  months  ended  September  30,  1999,
decreased $1.1 million and $2.6 million, respectively, from the 1998 levels as a
result of decreased debt of $56.5 million since  September 30, 1998. The primary
reason for this decrease was the sale of various  non-integral  properties  with
the proceeds used to reduce debt.


Provision for Income Taxes

The Company's  effective  tax rate for the nine months ended  September 30, 1999
and 1998 was 36% and 34%, respectively.

RESULTS FROM DISCONTINUED OPERATIONS

Technical Fuels and Chemical Processing

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

The results of the technical  fuels and chemical  processing  business have been
classified as discontinued operations in the accompanying consolidated financial
statements. On January 4, 1999, the Company sold its right to participate in the
future earnings of SFC for $2.0 million.  Discontinued  Operations had a gain of
$1.3 million for the nine months ended  September  30, 1999,  as a result of the
sale.

LIQUIDITY AND CAPITAL RESOURCES

Cash provided by continuing  operations for the nine months ended  September 30,
1999,  was $11.3  million.  This  compares to $9.0  million of cash  provided by
continuing  operations during the same 1998 period. The Company's debt decreased
by $43.0  million  during  the first  nine  months of 1999  while the first nine
months of 1998 reflected a $0.5 million increase.  Capital  expenditures for the
nine months  ended  September  30,  1999,  were $2.1  million  compared to $18.7
million for the 1998 period.  Management estimates that capital expenditures for
the balance of 1999 will  approximate  $4.0 to $6.0 million.  To the extent that
cash flow from operations is inadequate to fund this level of expenditures,  the
Company will use funds available under the terms of its Credit Facility.

As a result of sales of non-integral  properties,  the Company's total debt, all
long term, at September 30, 1999, was $81.0 million.  At September 30, 1999, the
Company's  borrowing  base  under the terms of its  Credit  Facility  was $100.0
million.

During the first nine months of 1999, the Company paid common  dividends of $0.7
million and preferred dividends of $1.8 million.

Year 2000 Date Conversion

The  Company  has  implemented  its plan that  addresses  the year 2000  ("Y2K")
conversion  issue.  The Company has evaluated  all computer  systems used in its
operations. This includes accounting and financial systems, field and production
systems,  and  other  significant  field or office  devices  that may not be Y2K
compliant. Further, the Company has made a determination of what remedial action
is necessary  and has  initiated  its remedial  plan.  The Company has completed
corrective  action on major office  systems and completed  corrective  action of
field systems in the third quarter of 1999.

The Company has received  assurances from its most important  outside  suppliers
and  vendors  that  they will be able to  provide  goods  and  services  without
disruption.

The  present   estimate  of  the  cost  of  Y2K  conversion  and  compliance  is
approximately  $420,000. It is not certain that this estimate is correct or that
Year 2000 compliance can be achieved.  The Company does not expect a significant
disruption in its operations, but actual results could differ greatly from these
expectations.  Some  areas  that  could  cause  differences  to  occur  are  the
availability  of  personnel  trained in this area,  the ability to identify  and
correct all relevant  computer code and  non-compliant  embedded systems and the
degree of interdependence with third-party suppliers and purchasers. Other areas
outside the  Company's  control  such as problems in the  utility,  banking,  or
transportation  systems could have a material disruptive effect on the Company's
ability to produce and deliver oil and gas,  receive  delivery of materials  and
supplies, or disburse or receive funds.

The  Company  intends to  prepare a Y2K  contingency  plan  which  will  address
potential  risks  in  the  field,  and  possible  solutions,   including  manual
intervention or equipment replacement. The Company is unable to anticipate every
potential  problem and  determine a  contingency  for every  possible  Y2K risk.
Should essential services such as electricity be affected adversely, or if other
Y2K  problems  limit or  restrict  production  from one of the  Company's  major
fields, it could have a material adverse affect on the Company.

Forward-looking Statements

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


<PAGE>



                           PART II. OTHER INFORMATION

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

      (a)     Exhibits - none.

      (b)     Reports on Form 8-K

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


                                    SIGNATURE

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

                                   Howell Corporation
                                   (Registrant)



Date:  November 9, 1999            /s/  Allyn R. Skelton, II
                                   -------------------------
                                   Allyn R. Skelton, II
                                   Vice  President & Chief Financial Officer
                                   (Principal Financial and Accounting Officer)