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 March 31, 2002

                                       OR

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


                          Commission File Number 1-8704

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


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


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


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


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

                              Yes X       No

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

           Class                                 Outstanding at April 19, 2002
-----------------------------                   -------------------------------
Common Stock, $1.00 par value                              6,721,633

================================================================================

                          This report contains 12 pages
<PAGE>
                       HOWELL CORPORATION AND SUBSIDIARIES

                                    Form 10-Q

                                      INDEX



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

Item 1.  Consolidated Statements of Operations --
          Three months ended March 31, 2002 and 2001 (unaudited)......     3

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

         Consolidated  Statements  of Cash Flows -- Three  months
          ended March 31, 2002 and 2001 (unaudited)...................     5

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

Item 2.  Management's Discussion and Analysis of Financial Condition
          and Results of Operations...................................     9


Part II. Other Information

Item 4.  Results of Votes of Security Holders.........................    12

Item 6.  Exhibits and Reports on Form 8-K.............................    12

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

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

                                             Three Months Ended March 31,
                                                   2002       2001
                                                   ----       ----
                                               (In thousands, except
                                                 per share amounts)

<S>                                              <C>       <C>
Revenues.......................................  $18,360   $22,971
                                                 --------  --------

Cost and expenses:
  Lease operating expenses.....................    9,119     8,702
  Depreciation, depletion, and amortization....    3,066     2,042
  General and administrative expenses..........    1,630     1,092
                                                 --------  --------
                                                  13,815    11,836
                                                 --------  --------

Operating Profit...............................    4,545    11,135
                                                 --------  --------

Other income (expense):
  Interest expense.............................     (800)   (1,260)
  Interest income..............................        9        25
  Other-net....................................        1       249
                                                 --------  --------
                                                    (790)     (986)
                                                 --------  --------

Earnings before income taxes...................    3,755    10,149
Income tax expense ............................    1,314     3,552
                                                 --------  --------

Net earnings ..................................    2,441     6,597
  Less: Preferred stock dividends..............     (604)     (604)
                                                 --------  --------

Net earnings applicable to common shares.......  $ 1,837   $ 5,993
                                                 ========  ========

Net earnings per common share - basic..........  $  0.28   $  0.90
                                                 ========  ========

Weighted average shares outstanding - basic....    6,566     6,629
                                                 ========  ========

Net earnings per common share - diluted........  $  0.26   $  0.70
                                                 ========  ========

Weighted average shares outstanding - diluted..    9,450     9,479
                                                 ========  ========

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

See accompanying Notes to Consolidated Financial Statements.

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

                                                    March 31,  December 31,
                                                       2002       2001
                                                       ----       ----
                                                   (Unaudited)

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

Current assets:
  Cash and cash equivalents.....................  $   6,599   $   7,442
  Trade accounts receivable, less allowance for
    doubtful accounts of $187 in 2002 and 2001..      8,589       6,868
  Income tax receivable.........................      1,037       1,037
  Deferred income taxes.........................         59          59
  Other current assets..........................        741       1,296
                                                  ----------  ----------
    Total current assets........................     17,025      16,702
                                                  ----------  ----------

Property, plant and equipment:
  Oil and gas properties, utilizing the full-
    cost method of accounting...................    370,652     368,030
  Unproven properties...........................     19,123      19,123
  Other.........................................      4,690       4,688
  Less accumulated depreciation, depletion and
    amortization................................   (247,521)   (244,454)
                                                  ----------  ----------
    Net property, plant and equipment...........    146,944     147,387
                                                  ----------  ----------
Other assets....................................        631         687
                                                  ----------  ----------
    Total assets................................  $ 164,600   $ 164,776
                                                  ==========  ==========


    Liabilities and Shareholders' Equity

Current liabilities
  Accounts payable..............................  $  10,060   $  10,284
  Accrued liabilities - oil and gas properties..      2,385       2,380
  Accrued liabilities - other...................      1,725       2,766
  Income tax payable............................        578          74
                                                  ----------  ----------
    Total current liabilities...................     14,748      15,504
                                                  ----------  ----------
Deferred income taxes...........................      6,416       5,628
                                                  ----------  ----------
Other liabilities...............................      3,658       2,728
                                                  ----------  ----------
Long-term debt..................................     85,000      87,000
                                                  ----------  ----------
Commitments and contingencies

Shareholders' equity:
  Preferred stock, $1 par value; 690,000 shares
   issued and outstanding, liquidation value
   of $34,500,000...............................        690         690
  Common stock, $1 par value; 6,7,28,694 shares
   issued in 2002, 6,098,652 shares issued and
   outstanding in 2001..........................      6,729       6,099
  Additional paid-in capital....................     53,342      46,729
  Treasury stock (11,900 shares) at cost........       (132)          -
  Unearned compensation.........................     (1,525)       (828)
  Retained earnings (deficit)...................     (4,326)      1,226
                                                  ----------  ----------
    Total shareholders' equity..................     54,778      53,916
                                                  ----------  ----------
    Total liabilities and shareholders' equity..  $ 164,600   $ 164,776
                                                  ==========  ==========
</TABLE>

See accompanying Notes to Consolidated Financial Statements.

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

                                                     Three Months Ended March 31,
                                                           2002        2001
                                                           ----        ----
                                                            (In thousands)

<S>                                                    <C>         <C>
OPERATING ACTIVITIES:
Net earnings from operations.........................  $   2,441   $   6,597
Adjustments for non-cash items:
  Depreciation, depletion and amortization...........      3,066       2,042
  Deferred income taxes..............................        788         990
  Other..............................................        127          52
                                                       ----------  ----------
Earnings from operations plus non-cash operating
  items..............................................      6,422       9,681
Changes in components of working capital:
  Decrease (increase) in trade accounts receivable...     (1,721)      1,528
  Decrease in income tax receivable..................          -         705
  Decrease in other current assets...................        555          96
  Increase (decrease) in accounts payable............       (224)        281
  Increase in accrued and other liabilities..........       (106)     (1,430)
  Increase in income tax payable.....................        504       1,860
                                                       ----------  ----------
Cash provided by operating activities................      5,430      12,721
                                                       ----------  ----------

INVESTING ACTIVITIES:
Proceeds from the disposition of property............          -         667
Additions to property, plant and equipment...........     (2,625)    (11,010)
Other, net...........................................         56          27
                                                       ----------  ----------
Cash utilized in investing activities................     (2,569)    (10,316)
                                                       ----------  ----------

FINANCING ACTIVITIES:
Repayments under revolving credit agreement, net.....     (2,000)     (1,000)
Cash dividends:
     Common shareholders.............................       (245)       (221)
     Preferred shareholders..........................       (604)       (604)
Stock options exercised..............................        145         111
Stock purchased and reissued as restricted
     shares..........................................       (868)       (597)
Stock purchased for treasury.........................       (132)          -
                                                       ----------  ----------
Cash utilized in financing activities................     (3,704)     (2,311)
                                                       ----------  ----------

NET INCREASE (DECREASE) IN CASH AND CASH
    EQUIVALENTS......................................       (843)         94
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD.......      7,442       5,553
                                                       ----------  ----------
CASH AND CASH EQUIVALENTS, END OF PERIOD.............  $   6,599   $   5,647
                                                       ==========  ==========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for:
Interest.............................................  $     764   $   1,288
                                                       ==========  ==========
Income taxes.........................................  $      23   $       -
                                                       ==========  ==========
</TABLE>

See accompanying Notes to Consolidated Financial Statements.

                                   -5-
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Howell Corporation and Subsidiaries
March 31, 2002 and 2001

Note 1 - Basis of Financial Statement Preparation

The  unaudited  consolidated  financial  statements  included  herein  have been
prepared  by  Howell  Corporation  (the  "Company"),  pursuant  to the rules and
regulations  of the Securities  and Exchange  Commission and in accordance  with
generally accepted accounting principles in the United States of America. In the
opinion of management,  all adjustments  (all of which are normal and recurring)
have been made  which are  necessary  for a fair  statement  of the  results  of
operations  for the three months  ended March 31, 2002 and 2001.  The results of
operations  for  the  three  months  ended  March  31,  2002  and  2001  are not
necessarily  indicative  of  results  to be  expected  for the  full  year.  The
accounting  policies  followed  by the  Company  are set  forth in Note 1 to the
consolidated financial statements in its Annual Report on Form 10-K for the year
ended December 31, 2001. These consolidated  financial statements should be read
in conjunction  with the financial  statements and notes thereto included in the
Company's latest Form 10-K.

Reclassifications

Certain  reclassifications  have been made to the 2001 financial presentation to
conform with the 2002 presentation.


Note 2 - Financial Instruments and Hedging Activities

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

During the fourth quarter of 2000, the Company  purchased a put option  covering
7,500 MMBTU per day for NYMEX  contract  months  March  through  December  2001,
allowing  it to  benefit  should the NYMEX  price for gas fall  below  $3.50 per
MMBTU.  The premium  paid was $0.3  million and the market value of the position
and its  carrying  value at  March  31,  2001,  was $0.1  million.  The  Company
recognizes changes in the market value of this derivative instrument in earnings
for the period.

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


Note 3 - Accumulated Depreciation, Depletion and Amortization

The Company's depletion rate for the three months ended March 31, 2002 and 2001,
was $2.83 and $2.40 per equivalent barrel, respectively.


Note 4 - Acquisitions & Dispositions

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

                                      -6-
<PAGE>
                                                Pro forma Unaudited
                                           Three Months Ended March 31, 2001
                                           ---------------------------------
                                       (In thousands, except per share amounts)

     Revenues...................................  $    28,041
     Net earnings from operations...............  $     7,655
     Net earnings per common share - basic......  $      1.06
     Net earnings per common share - diluted....  $      0.81



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


Note 5 - Litigation

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

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

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

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


Note 6 - Earnings per Share

Prior period's  earnings per share ("EPS") have been restated to reflect the 10%
stock dividend declared and issued in the first quarter of 2002.

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

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

Three Months Ended March 31, 2002
                                                                        Earnings
                                                          Increase in      per
                                            Increase in    Number of   Incremental
                                              Income        Shares        Share
                                           -----------   -----------   -----------
<S>                                        <C>           <C>           <C>         <C>
Common stock options and restricted stock.          -       352,003           -
Dividends on convertible preferred stock..  $ 603,750     2,532,300      $ 0.24


             Computation of Diluted Earnings per Share

                                              Income        Common
                                            Available       Shares      Per Share
                                           -----------   -----------   -----------
                                           $1,837,250     6,566,156      $ 0.28
Common stock options and restricted stock.          -       352,003           -
                                           -----------   -----------   -----------
                                            1,837,250     6,918,159        0.27    Dilutive
Dividends on convertible preferred stock..    603,750     2,532,300           -
                                           -----------   -----------   -----------
                                           $2,441,000     9,450,459      $ 0.26    Dilutive
                                           ===========   ===========   ===========
</TABLE>

Note:  Because EPS  decreases  from $0.28 to $0.27 when common stock options and
restricted  stock are included in the computation and because EPS decreases from
$0.27 to  $0.26  when the  convertible  preferred  shares  are  included  in the
computation,  those  common  stock  options,  restricted  stock and  convertible
preferred shares are dilutive. Therefore, diluted EPS is reported as $0.26.

<TABLE>
<CAPTION>

Three Months Ended March 31, 2001
                                                                        Earnings
                                                          Increase in      per
                                            Increase in    Number of   Incremental
                                              Income        Shares        Share
                                           -----------   -----------   -----------
<S>                                        <C>           <C>           <C>         <C>
Common stock options and restricted stock.          -       317,951           -
Dividends on convertible preferred stock..  $ 603,750     2,532,300      $ 0.24


             Computation of Diluted Earnings per Share

                                              Income        Common
                                            Available       Shares      Per Share
                                           -----------   -----------   -----------
                                           $5,993,250     6,628,662      $ 0.90
Common stock options and restricted stock.          -       317,951           -
                                           -----------   -----------   -----------
                                            5,993,250     6,946,613        0.86    Dilutive
Dividends on convertible preferred stock..    603,750     2,532,300           -
                                           -----------   -----------   -----------
                                           $6,597,000     9,478,913      $ 0.70    Dilutive
                                           ===========   ===========   ===========
</TABLE>

Note:  Because EPS  decreases  from $0.90 to $0.86 when common stock options and
restricted  stock are included in the computation and because EPS decreases from
$0.86 to  $0.70  when the  convertible  preferred  shares  are  included  in the
computation,  those  common  stock  options,  restricted  stock and  convertible
preferred shares are dilutive. Therefore, diluted EPS is reported as $0.70.

                                      -8-
<PAGE>
                     PART I. FINANCIAL INFORMATION
                               (ITEM 2)

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

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


RESULTS OF OPERATIONS

The Company's  principal business segment is oil and gas production.  Results of
operations  for the three  months ended March 31, 2002 and 2001,  are  discussed
below.

Oil and Gas Production

<TABLE>
<CAPTION>

                                             Three Months Ended March 31,
                                                   2002      2001
                                                   ----      ----
<S>                                              <C>       <C>
Revenues (in thousands):
Sales of oil and natural gas...................  $18,172   $22,658
Other..........................................      188       313
                                                 --------  --------
     Total revenues............................  $18,360   $22,971
                                                 ========  ========

Operating profit (in thousands)................  $ 4,545   $11,135
                                                 ========  ========

Operating information:
Average net daily production:
    Oil (Bbls).................................    9,702     7,707
    NGL (Bbls).................................      663       371
    Natural gas (Mcf)..........................    8,728     7,079
    Equivalent Bbls............................   11,820     9,258

Average sales prices:
    Oil (per Bbl)..............................  $ 18.34   $ 25.46
    NGL (per Bbl)..............................  $ 12.46   $ 26.18
    Natural gas (per Mcf)......................  $  1.80   $  6.47
</TABLE>

Revenues for the three months ended March 31, 2002,  decreased $4.6 million when
compared to the three months ended March 31,  2001.  The decrease was  primarily
due to a 72% decrease in average  natural gas prices,  a 52% decrease in average
NGL prices and a 28%  decrease in average oil prices.  A 26% increase in average
daily oil  production  and a 23%  increase  in  average  daily  gas  production,
partially  offset the  decrease in oil and natural gas prices.  The  increase in
production was primarily due to the purchase of additional  interests in the Elk
Basin and Salt Creek fields during 2001

Operating  expenses increased $2.0 million during the first quarter of 2002 when
compared to the same period in 2001.  The primary  reason for the  increase  was
related  to the  increase  in  production  levels (a $1.0  million  increase  in
depreciation, depletion and amortization expense, and a $0.4 million increase in
lease operating  expense).  General and  administrative  expenses increased $0.5
million  primarily  due to higher  benefit  costs and a  reduction  in  overhead
charges  billed as a result of the  additional  interests  acquired  in the Salt
Creek and Elk Basin fields.

                                      -9-
<PAGE>

During the fourth quarter of 2000, the Company  purchased a put option  covering
7,500 MMBTU per day for NYMEX  contract  months  March  through  December  2001,
allowing  it to  benefit  should the NYMEX  price for gas fall  below  $3.50 per
MMBTU.  The premium  paid was $0.3  million and the market value of the position
and its carrying value at March 31, 2001, was $0.1 million.

The Company's operating profit decreased $6.6 million for the three months ended
March 31,  2002,  when  compared  to the same  period in 2001.  The  changes are
primarily due to lower energy prices and  increased  production  and general and
administrative costs.

Interest Expense

Interest  expense for the three  months  ended March 31,  2002,  decreased  $0.5
million from the 2001 level. The decrease was primarily the result of a decrease
in average  interest rates of 4.2% for the three months ended March 31, 2002. An
increase in average debt outstanding of $19.5 million for the three months ended
March 31, 2002, partially offset the decrease in rates.

Provision for Income Taxes

The  Company's  effective tax rate for the three months ended March 31, 2002 and
2001 was 35%.


LIQUIDITY AND CAPITAL RESOURCES

Cash provided by  operations,  before  working  capital  changes,  for the three
months ended March 31, 2002, was $6.4 million. This compares to $9.7 million for
the same period during 2001. The Company's debt decreased by $2.0 million during
the first three  months of 2002 while there was a $1.0 million  decrease  during
the first three months of 2001. Capital  expenditures for the three months ended
March 31, 2002, were $2.6 million compared to $11.0 million for the 2001 period.

The Company's  total debt, all long-term,  at March 31, 2002, was $85.0 million.
At March 31, 2002,  the Company's  borrowing  base under the terms of its Credit
Facility was $115.0  million.  The banks have made  commitments  totaling $100.0
million under the facility and the Company has the right to borrow the lesser of
the borrowing base or the total of those  commitments.  The Company also has the
right to seek  increased  commitments  from  the  banks  that  are  party to the
facility or to bring in additional banks.

During the first three months of 2002, the Company paid common dividends of $0.2
million and preferred dividends of $0.6 million.  During this period the Company
also acquired 11,900 shares of its common stock.


UNPROVEN PROPERTIES

The Company  acquired  significant oil and gas properties from Amoco  Production
Company  in 1997.  The Salt Creek  Field was  identified  as having  significant
potential  beyond its existing  producing  reserves  through  tertiary  recovery
means. Accordingly,  a portion of the acquisition cost was allocated to this CO2
flood candidate.  In light of the unusually low oil price environment for nearly
two years  following the  acquisition,  limited  evaluation work was done during
that period.  With the rebound of oil prices,  Company personnel and consultants
studied the property to determine the  feasibility of such a project.  The study
culminated in a recommendation  to the Board of Directors in 2001 to implement a
pilot CO2 flood, estimated to cost $10.6 million, $8.2 million of which would be
spent in the first three  years.  The Board  approved  the capital  expenditures
necessary  to fund the pilot.  Funding  for the pilot is  expected  to come from
internally  generated cash flow, but expenditures  will not commence until a CO2
supply is assured.  While a successful  pilot would be  encouraging,  additional
pilots may be necessary in order to prove the method effective across the field.

                                      -10-
<PAGE>
In order to commence the flood, a CO2 pipeline has to be extended into the area.
Discussions and  negotiations  are underway with parties who have the experience
and the capital  resources  necessary  to build,  fund and operate  such a line.
Construction on this program is not expected to begin within the next year.

At March 31, 2002,  $14.6 million  attributable  to this property is included in
unproven  properties on the balance sheet. If the CO2 flood project is abandoned
or not  successful,  the  associated  costs will be transferred to the full cost
pool and would result in increasing  depletion  expense in future  periods.  The
Company has not recognized any proved reserves attributable to the CO2 potential
of this property.


FORWARD-LOOKING STATEMENTS

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

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


                                      -11-
<PAGE>
                      PART II. OTHER INFORMATION

Item 4.  Results of Votes of Security Holders.

The Annual  Meeting of the  Shareholders  of the  Company  was held on April 24,
2002, for the following purposes:

To elect three  members of the Board of Directors to serve a three-year  term as
Class II Directors.

      The results of the voting for each of the nominees  for  director  were as
      follows:

                                   Shares             Shares
                                     For             Against
                                  ---------          -------
           Robert M. Ayres, Jr.   5,910,019          29,583
           Ronald E. Hall         5,910,019          29,583
           Otis A. Singletary     5,910,019          29,583

      A simple majority of the shares of common stock represented at the meeting
      was required for each nominee to be elected.  Therefore,  all nominees for
      director were elected.


To ratify the  appointment of Deloitte & Touche LLP as independent  auditors for
the year ending December 31, 2002.

      The results of the voting on this matter were as follows:

           Shares For             5,921,785
           Shares Against            10,339
           Shares Abstaining          7,478

      A simple majority of the shares of common stock represented at the meeting
      was required for ratification. Therefore, the appointment was ratified.

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:  April 24, 2002              /s/  Allyn R. Skelton, II
                                   -------------------------
                                   Allyn R. Skelton, II
                                   Vice President & Chief Financial Officer
                                   (Principal Financial and Accounting Officer)

                                      -12-