UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                              --------------------


                                    FORM 10-Q


              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 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 July 31, 2000
-----------------------------                    -------------------------------
Common Stock, $1.00 par value                               5,523,407


                          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 six months ended June 30, 2000 and 1999
           (unaudited).................................................    3

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

         Condensed Consolidated Statements of Cash Flows -- Six months
           ended June 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...................................   10


Part II. Other Information

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

                                     -2-

<PAGE>
                     PART I. FINANCIAL INFORMATION
                               (ITEM 1)
================================================================================
Consolidated Statements of Operations (Unaudited)
HOWELL CORPORATION AND SUBSIDIARIES
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                     Three Months Ended       Six Months Ended
                                          June 30,                June 30,
                                       2000      1999          2000     1999
                                       ----      ----          ----     ----
                                               (In thousands, except
                                                 per share amounts)
<S>                                  <C>       <C>           <C>       <C>
Revenues...........................  $18,789   $11,182       $37,065   $20,060
                                     --------  --------      --------  --------
Cost and expenses:
  Lease operating expenses.........    7,452     4,927        14,264    10,815
  Depreciation, depletion, and
    amortization...................    1,780     1,445         3,531     3,559
  General and administrative
    expenses.......................      748     1,292         1,855     2,532
                                     --------  --------      --------  --------
                                       9,980     7,664        19,650    16,906
                                     --------  --------      --------  --------
Other income (expense):
  Interest expense.................   (1,526)   (1,727)       (3,193)   (3,998)
  Interest income..................       22        22            68        60
  Other-net........................        1         1             1         -
                                     --------  --------      --------  --------
                                      (1,503)   (1,704)       (3,124)   (3,938)
                                     --------  --------      --------  --------

Earnings (loss) before income
    taxes..........................    7,306     1,814        14,291      (784)
Income tax provision (benefit).....    2,628       636         5,073      (238)
                                     --------  --------      --------  --------
Net earnings (loss) from
    continuing operations..........    4,678     1,178         9,218      (546)
                                     --------  --------      --------  --------

Discontinued operations:
  Net earnings (loss) (less
    applicable income taxes of
    $(54) and $620 for the three
    and six months ended June 30,
    1999, respectively)............        -      (103)            -     1,204
                                     --------  --------      --------  --------

Net earnings.......................    4,678     1,075         9,218       658
  Less: Preferred stock dividends..     (604)     (604)       (1,208)   (1,208)
                                     --------  --------      --------  --------

Net earnings (loss) applicable to
    common shares..................  $ 4,074   $   471       $ 8,010   $  (550)
                                     ========  ========      ========  ========


Basic earnings (loss) per common
share:
  Continuing operations............  $  0.74   $  0.10       $  1.45   $ (0.32)
  Discontinued operations..........        -     (0.01)            -      0.22
                                     --------  --------      --------  --------
  Net earnings (loss) per common
    share (basic)..................  $  0.74   $  0.09       $  1.45   $ (0.10)
                                     ========  ========      ========  ========

Weighted average shares
    outstanding (basic)............    5,523     5,472         5,522     5,472
                                     ========  ========      ========  ========

Diluted earnings (loss) per common
share:
  Continuing operations............  $  0.60   $  0.10       $  1.19   $ (0.32)
  Discontinued operations..........        -     (0.01)            -      0.22
                                     --------  --------      --------  --------
  Net earnings (loss) per common
    share (diluted)................  $  0.60  $   0.09       $  1.19   $ (0.10)
                                     ========  ========      ========  ========

Weighted average shares
    outstanding (diluted)..........    7,799     5,539         7,776     5,472
                                     ========  ========      ========  ========

Cash dividends per common share....  $  0.04   $  0.04       $  0.08   $  0.08
                                     ========  ========      ========  ========
</TABLE>
See accompanying Notes to Consolidated Financial Statements.

                                      -3-
<PAGE>
================================================================================
Consolidated Balance Sheets
HOWELL CORPORATION AND SUBSIDIARIES
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                  June 30,         December 31,
                                                    2000              1999
                                                    ----              ----
                                                 (Unaudited)

                                               (In thousands, except share data)
<S>                                              <C>               <C>
                   Assets
Current assets:
  Cash and cash equivalents.................     $    288          $  2,112
  Trade accounts receivable, less allowance
    for doubtful  accounts  of $66 and $156
    in 2000 and 1999, respectively..........       10,929            10,978
  Deferred income taxes.....................        1,593             2,027
  Other current assets......................          303             2,440
                                                 ---------         ---------
    Total current assets....................       13,113            17,557
                                                 ---------         ---------

Property, plant and equipment:
  Oil and gas properties, utilizing the
    full-cost method of accounting..........      388,979           382,393
  Unproven properties.......................       21,143            21,143
  Other.....................................        2,784             2,759
  Less accumulated depreciation, depletion
    and amortization........................     (316,781)         (313,249)
                                                 ---------         ---------
    Net property and equipment..............       96,125            93,046
                                                 ---------         ---------
Deferred income taxes.......................        1,973             3,600
Other assets................................          716               780
Assets related to discontinued operations...            -             3,000
                                                 ---------         ---------
    Total assets............................     $111,927          $117,983
                                                 =========         =========

    Liabilities and Shareholders' Equity

Current liabilities:
  Accounts payable..........................     $ 10,626          $ 10,513
  Accrued liabilities.......................        4,317             3,934
  Income taxes payable......................           68               140
                                                 ---------         ---------
    Total current liabilities...............       15,011            14,587
                                                 ---------         ---------
Other liabilities...........................          630               716
                                                 ---------         ---------
Long-term debt..............................       68,000            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; 5,523,407
    shares issued and outstanding in 2000;
    5,471,782 shares issued and outstanding
    in 1999.................................        5,523             5,472
  Additional paid-in capital................       41,059            40,829
  Unearned compensation.....................         (243)                -
  Retained deficit..........................      (18,743)          (26,311)
                                                 ---------         ---------
    Total shareholders' equity..............       28,286            20,680
                                                 ---------         ---------
    Total liabilities and shareholders'
       equity...............................     $111,927          $117,983
                                                 =========         =========
</TABLE>

See accompanying Notes to Consolidated Financial Statements.

                                      -4-
<PAGE>
================================================================================
Consolidated Statements of Cash Flows (Unaudited)
HOWELL CORPORATION AND SUBSIDIARIES
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                   Six Months Ended June 30,
                                                    2000              1999
                                                    ----              ----
                                                        (In thousands)

<S>                                               <C>             <C>
OPERATING ACTIVITIES:
Net earnings (loss) from continuing operations..  $ 9,218         $   (546)
Adjustments for non-cash items:
  Depreciation, depletion and amortization......    3,531            3,559
  Deferred income taxes.........................    2,061              233
  Other.........................................       35                -
                                                  --------         --------
Earnings from continuing operations plus
    non-cash operating items....................   14,845            3,246
Changes in components of working capital from
operations:
  Decrease in trade accounts receivable.........       49            2,159
  Decrease in federal income tax receivables....        -            5,701
  Decrease in other current assets..............    2,137              351
  Increase (decrease) in accounts payable.......      103           (2,228)
  Increase (decrease) in accrued and other
    liabilities.................................      426           (1,784)
  Decrease in income tax payable................      (72)            (603)
                                                  --------         --------
Cash provided by continuing operations..........   17,488            6,842
Cash provided by (utilized in) discontinued
    operations..................................     (118)           1,975
                                                  --------         --------
Cash provided by operating activities...........   17,370            8,817
                                                  --------         --------

INVESTING ACTIVITIES:
Proceeds from the disposition of property.......    3,000           28,439
Additions to property, plant and equipment......   (6,611)            (202)
Other, net......................................       64              210
                                                  --------         --------
Cash provided by (utilized in) investing
    activities..................................   (3,547)          28,447
                                                  --------         --------

FINANCING ACTIVITIES:
Repayments under credit agreements, net.........  (14,000)         (41,094)
Cash dividends:
     Common shareholders........................     (442)            (437)
     Preferred shareholders.....................   (1,208)          (1,208)
Exercise of stock options.......................        3                -
                                                  --------         --------
Cash utilized in financing activities...........  (15,647)         (42,739)
                                                  --------         --------

NET (DECREASE) INCREASE IN CASH AND CASH
    EQUIVALENTS.................................   (1,824)          (5,475)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD..    2,112            5,871
                                                  --------         --------
CASH AND CASH EQUIVALENTS, END OF PERIOD........  $   288          $   396
                                                  ========         ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Net cash paid for:
Interest........................................  $ 2,808          $ 4,026
                                                  ========         ========
Income taxes....................................  $ 3,091          $   105
                                                  ========         ========
</TABLE>

See accompanying Notes to Consolidated Financial Statements

                                      -5-
<PAGE>
================================================================================
Notes to Consolidated Financial Statements (Unaudited)
HOWELL CORPORATION AND SUBSIDIARIES
June 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
six months ended June 30, 2000 and 1999. The results of operations for the three
and six months ended June 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  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 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. The
Company has not quantified the impact of adoption on its financial statements.

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.

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 six months ended
June 30, 2000, the strike prices of the call options were exceeded, resulting in
a reduction of revenues of $1.5  million and $3.0  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 six months  ended
June 30,  2000,  would have  increased  from $24.30 to $26.54 and from $24.31 to
$26.58, respectively.

                                      -6-
<PAGE>
Note 4 - Accumulated Depreciation, Depletion and Amortization

The Company's  depletion  rate for the three and six months ended June 30, 2000,
was $2.15 and $2.14 per equivalent barrel, respectively,  versus a rate of $1.76
and $2.00, respectively, for the same periods ended June 30, 1999.

Note 5 - Acquisitions & Dispositions

During the second  quarter of 2000,  the Company closed on the purchases of Hunt
Oil  Company's  interest  in the Salt  Creek and Salt  Creek  South  fields  and
ExxonMobil Corporation's interest in the Salt Creek field. The acquisition costs
totaled $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 six  months  ended  June 30,  1999.  There were no pre-tax
earnings during the three and six months ended June 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."

The  Company  believes  that the  ultimate  resolution  will not have a material
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 (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.

                                      -7-
<PAGE>
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.

<TABLE>
<CAPTION>
Three Months Ended June 30, 2000
                                                                        Earnings
                                                          Increase        per
                                             Increase     in Number   Incremental
                                            in Earnings   of Shares      Share
                                           ------------  -----------  -----------
<S>                                        <C>           <C>          <C>
Options...................................           -      185,305           -
Dividends on convertible preferred stock.. $   603,750    2,090,909       $0.29
</TABLE>
<TABLE>
<CAPTION>

                    Computation of Diluted Earnings per Share

                                             Earnings
                                            Available
                                               from
                                            Continuing     Common
                                            Operations     Shares      Per Share
                                           ------------  -----------  -----------
<S>                                        <C>           <C>          <C>          <C>
                                           $ 4,074,250    5,523,061      $ 0.74
Common stock options......................           -      185,305           -
                                           ------------  -----------  -----------
                                           $ 4,074,250    5,708,366      $ 0.71    Dilutive
Dividends on convertible preferred stock..     603,750    2,090,909           -
                                           ------------  -----------  -----------
                                           $ 4,678,000    7,799,275      $ 0.60    Dilutive
                                           ============  ===========  ===========
</TABLE>

Note: Because EPS from continuing  operations decreases from $0.74 to $0.71 when
common stock options are included in the  computation  and because EPS decreases
from $0.71 to $0.60 when the  convertible  preferred  shares are included in the
computation, diluted EPS from continuing operations is reported as $0.60.



<TABLE>
<CAPTION>

Three Months Ended June 30, 1999
                                                                        Earnings
                                                          Increase        per
                                             Increase     in Number   Incremental
                                            in Earnings   of Shares      Share
                                           ------------  -----------  -----------
<S>                                        <C>           <C>          <C>
Options...................................           -       67,113           -
Dividends on convertible preferred stock.. $   603,750    2,090,909       $0.29
</TABLE>
<TABLE>
<CAPTION>

                    Computation of Diluted Earnings per Share

                                             Earnings
                                            Available
                                               from
                                            Continuing     Common
                                            Operations     Shares      Per Share
                                           ------------  -----------  -----------
<S>                                        <C>           <C>          <C>          <C>
                                           $   574,250    5,471,782      $ 0.10
Common stock options......................           -       67,113           -
                                           ------------  -----------  -----------
                                           $   574,250    5,538,895      $ 0.10    Dilutive
Dividends on convertible preferred stock..     603,750    2,090,909           -
                                           ------------  -----------  -----------
                                           $ 1,178,000    7,629,804      $ 0.15    Antidilutive
                                           ============  ===========  ===========
</TABLE>

Note: Because EPS from continuing  operations increases from $0.10 to $0.15 when
convertible  preferred shares are included in the  computation,  the 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 $0.10.
                                      -8-
<PAGE>
<TABLE>
<CAPTION>
Six Months Ended June 30, 2000
                                                                        Earnings
                                                          Increase        per
                                             Increase     in Number   Incremental
                                            in Earnings   of Shares      Share
                                           ------------  -----------  -----------
<S>                                        <C>           <C>          <C>
Options...................................           -      163,604           -
Dividends on convertible preferred stock.. $ 1,207,500    2,090,909      $ 0.58
</TABLE>
<TABLE>
<CAPTION>


                    Computation of Diluted Earnings per Share

                                             Earnings
                                            Available
                                               from
                                            Continuing     Common
                                            Operations     Shares      Per Share
                                           ------------  -----------  -----------
<S>                                        <C>           <C>          <C>          <C>
                                           $ 8,010,500    5,521,872      $ 1.45
Common stock options......................           -      163,604           -
                                           ------------  -----------  -----------
                                           $ 8,010,500    5,685,476      $ 1.41    Dilutive
Dividends on convertible preferred stock..   1,207,500    2,090,909           -
                                           ------------  -----------  -----------
                                           $ 9,218,000    7,776,385      $ 1.19    Dilutive
                                           ============  ===========  ===========

</TABLE>

Note: Because EPS from continuing  operations decreases from $1.45 to $1.41 when
common stock options are included in the  computation  and because EPS decreases
from $1.41 to $1.19 when the  convertible  preferred  shares are included in the
computation, diluted EPS from continuing operations is reported as $1.19.

<TABLE>
<CAPTION>

Six Months Ended June 30, 1999
                                                                        Earnings
                                                          Increase        per
                                             Increase     in Number   Incremental
                                            in Earnings   of Shares      Share
                                           ------------  -----------  -----------
<S>                                        <C>           <C>          <C>
Options...................................           -       33,556           -
Dividends on convertible preferred stock.. $ 1,207,500    2,090,909      $ 0.58
</TABLE>
<TABLE>
<CAPTION>

               Computation of Diluted Earnings per Share

                                             Net Loss
                                            Available
                                               from
                                            Continuing     Common
                                            Operations     Shares      Per Share
                                           ------------  -----------  -----------
<S>                                        <C>           <C>          <C>          <C>
                                           $(1,753,500)   5,471,782      $(0.32)
Common stock options......................           -       33,556           -
                                           ------------  -----------  -----------
                                           $(1,753,500)   5,505,338      $(0.32)   Antidilutive
Dividends on convertible preferred stock..   1,207,500    2,090,909           -
                                           ------------  -----------  -----------
                                           $  (546,000)   7,596,247      $(0.07)   Antidilutive
                                           ============  ===========  ===========
</TABLE>

Note: Because EPS from continuing  operations  increases from $(0.32) to $(0.07)
when  common  stock  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 from continuing
operations.  Therefore,  diluted EPS from  continuing  operations is reported as
$(0.32).

                                      -9-
<PAGE>
                          PART I. FINANCIAL INFORMATION
                                    (ITEM 2)

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

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

RESULTS OF CONTINUING OPERATIONS

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

Oil and Gas Production

                                    Three Months Ended     Six Months Ended
                                         June 30,              June 30,
                                      2000      1999        2000      1999
                                      ----      ----        ----      ----
<S>                                 <C>       <C>         <C>       <C>
Revenues (in thousands):
Sales of oil and natural gas.....   $18,733   $10,974     $36,940   $19,650
Sales of LaBarge other products..         -         -           -       180
Gas marketing....................         -        63           -        83
Other............................        56       145         125       147
                                    -------   -------     -------   -------
     Total revenues..............   $18,789   $11,182     $37,065   $20,060
                                    =======   =======     =======   =======

Operating profit (in thousands)..   $ 8,809   $ 3,518     $17,415   $ 3,154
                                    =======   =======     =======   =======

Operating information:
Average net daily production:
    Oil (Bbls)...................     7,250     6,847       7,184     7,703
    NGL (Bbls)...................       426       407         443       435
    Natural gas (Mcf)............     7,404     9,048       7,602     8,925
    Equivalent (Bbls)............     8,910     8,762       8,894     9,626

Average sales prices:
    Oil (Bbls)...................   $ 24.30   $ 14.90     $ 24.31   $ 11.71
    NGL (Bbls)...................   $ 17.52   $  9.48     $ 19.27   $  8.11
    Natural gas (per Mcf)........   $  3.00   $  1.63     $  2.60   $  1.66
</TABLE>


Revenues for the three months ended June 30, 2000,  increased  $7.6 million when
compared  to the  three  months  ended  June 30,  1999,  primarily  due to a 63%
increase in the average oil price,  an 85% increase in the average NGL price and
an 84% increase in the average  natural gas price.  A 2% increase in average net
daily production also contributed to the increased revenues.

For the six months ended June 30, 2000,  revenues  increased  $17.0 million from
the same  period in 1999.  The change was  primarily  due to a 108%  increase in
average oil prices, a 138% increase in average NGL prices, and a 57% 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.

                                      -10-
<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 six months ended
June 30, 2000, the strike prices of the call options were exceeded, resulting in
a reduction of revenues of $1.5  million and $3.0  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 six months  ended
June 30,  2000,  would have  increased  from $24.30 to $26.54 and from $24.31 to
$26.58, respectively.

The Company's  operating  profit increased $5.3 million when comparing the three
months ended June 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 $1.5 million and higher  production taxes of
$1.0 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 Company  benefited  from a $0.5 million  decrease in
general and administrative expenses.

For the six months  ended  June 30,  2000,  operating  profits  increased  $14.3
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 $2.4  million  in  production  taxes  and $1.5  million  in  lease  operating
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 $0.7 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 six months  ended June 30,  2000,  decreased
$0.2 million and $0.8 million, respectively,  from the 1999 levels. The decrease
was a result of decreased  average debt  outstanding  of $14.9 million and $23.9
million  for the three and six months  ended June 30,  2000,  respectively.  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 June 30, 2000 and
1999 was 36.0% and 35.1%,  respectively.  For the six months ended June 30, 2000
and 1999 the effective tax rate was 35.5% and 36.7%, respectively.


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
six months ended June 30, 1999.  There were no pre-tax earnings during the three
and six months ended June 30, 2000.

                                      -11-
<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 gain of
$1.4 million  during the six months  ended June 30, 1999.  There were no pre-tax
earnings  during the three and six months  ended June 30,  2000,  nor during the
three  months  ended  June 30,  1999.  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 six months ended June 30, 2000,
was $14.8  million.  This  compares to $3.2  million for the same period  during
1999.  The Company's debt decreased by $14.0 million during the first six months
of 2000 while there was a $41.1 million  decrease during the first six months of
1999.  Capital  expenditures  for the six months ended June 30, 2000,  were $6.6
million compared to $0.2 million for the 1999 period.

The Company's total debt, all long term, at June 30, 2000, was $68.0 million. At
June 30,  2000,  the  Company's  borrowing  base  under the terms of its  Credit
Facility was $100.0 million.

During the first six months of 2000,  the Company paid common  dividends of $0.4
million and preferred dividends of $1.2 million.


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.  It is expected that over the next
six months management will have enough  information to make an informed judgment
about whether to implement the CO2 flood project.

At June 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  16% 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.


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, and changes in the
level and timing of future costs and expenses  related to drilling and operating
activities.

                                      -12-
<PAGE>
Words  such as  "anticipated",  "expect",  "estimate",  "project",  and  similar
expressions are intended to identify forward-looking statements.

                                      -13-
<PAGE>

                      PART II. OTHER INFORMATION

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

         (a)    Exhibits - none.

         (b)    Reports on Form 8-K



                                    SIGNATURE

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

                                   Howell Corporation
                                   ------------------
                                   (Registrant)



Date:  August 10, 2000              /s/  Allyn R. Skelton, II
                                   -------------------------
                                   Allyn R. Skelton, II
                                   Vice President & Chief Financial Officer
                                   (Principal Financial and Accounting Officer)


















                                      -14-