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, 2001

                                       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 30, 2001
-----------------------------                   -------------------------------
Common Stock, $1.00 par value                              6,084,173

================================================================================
                          This report contains 13 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, 2001 and 2000 (unaudited)......     3

         Consolidated Balance Sheets --
          March 31, 2001 (unaudited) and December 31, 2000............     4

         Consolidated  Statements  of Cash Flows -- Three  months
          ended March 31, 2001 and 2000 (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,
                                                   2001       2000
                                                (In thousands, except
                                                 per share amounts)

<S>                                              <C>       <C>
Revenues.......................................  $22,971   $18,276
                                                 --------  --------

Cost and expenses:
  Lease operating expenses.....................    8,702     6,812
  Depreciation, depletion, and amortization....    2,042     1,751
  General and administrative expenses..........    1,092     1,107
                                                 --------  --------
                                                  11,836     9,670
                                                 --------  --------

Operating Profit...............................   11,135     8,606
                                                 --------  --------

Other income (expense):
  Interest expense.............................   (1,260)   (1,667)
  Interest income..............................       25        46
  Other-net....................................      249         -
                                                 --------  --------
                                                    (986)   (1,621)
                                                 --------  --------

Earnings before income taxes...................   10,149     6,985
Income tax expense ............................    3,552     2,445
                                                 --------  --------

Net earnings ..................................    6,597     4,540
  Less: Preferred stock dividends..............     (604)     (604)
                                                 --------  --------

Net earnings applicable to common shares.......  $ 5,993   $ 3,936
                                                 ========  ========

Net earnings per common share - basic..........  $  0.99   $  0.65
                                                 ========  ========

Weighted average shares outstanding - basic....    6,026     6,073
                                                 ========  ========

Net earnings per common share - diluted........  $  0.77   $  0.53
                                                 ========  ========

Weighted average shares outstanding - diluted..    8,615     8,516
                                                 ========  ========

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,
                                                       2001       2000
                                                   (Unaudited)

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

Current assets:
  Cash and cash equivalents.....................  $   5,647   $   5,553
  Trade accounts receivable, less allowance for
    doubtful accounts of $66 in 2001 and 2000...     10,987      12,515
  Income tax receivable.........................          -         705
  Deferred income taxes.........................         59          59
  Other current assets..........................        654         750
                                                  ----------  ----------
    Total current assets........................     17,347      19,582
                                                  ----------  ----------

Property, plant and equipment:
  Oil and gas properties, utilizing the full-
    cost method of accounting...................    326,345     401,851
  Unproven properties...........................     20,174      20,174
  Other.........................................      3,944       3,737
  Less accumulated depreciation, depletion and
    amortization................................   (237,002)   (320,602)
                                                  ----------  ----------
    Net property, plant and equipment...........    113,461     105,160
                                                  ----------  ----------
Other assets....................................        645         672
                                                  ----------  ----------
    Total assets................................  $ 131,453   $ 125,414
                                                  ==========  ==========


    Liabilities and Shareholders' Equity

Current liabilities
  Accounts payable..............................  $  13,161   $  12,880
  Accrued liabilities - oil and gas properties..      1,594       2,521
  Accrued liabilities - other...................      2,146       2,605
  Income taxes payable..........................      2,179         319
                                                  ----------  ----------
    Total current liabilities...................     19,080      18,325
                                                  ----------  ----------
Deferred income taxes...........................      1,615         625
                                                  ----------  ----------
Other liabilities...............................        502         545
                                                  ----------  ----------
Long-term debt..................................     66,000      67,000
                                                  ----------  ----------
Commitments and contingencies

Shareholders' equity:
  Preferred stock, $1 par value; 690,000 shares
   outstanding, liquidation value of $34,500,000        690         690
   Common stock, $1 par value; 6,090,023 shares       6,090       5,525
  Additional paid-in capital....................     46,736      41,079
  Unearned compensation.........................       (694)       (209)
  Retained deficit..............................     (8,566)     (8,166)
                                                  ----------  ----------
    Total shareholders' equity..................     44,256      38,919
                                                  ----------  ----------
    Total liabilities and shareholders' equity..  $ 131,453   $ 125,414
                                                  ==========  ==========
</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,
                                                      2001        2000
                                                       (In thousands)

<S>                                               <C>         <C>
OPERATING ACTIVITIES:
Net earnings from operations....................  $   6,597   $   4,540
Adjustments for non-cash items:
  Depreciation, depletion and amortization......      2,042       1,751
  Deferred income taxes.........................        990       1,031
  Other.........................................         52          17
                                                  ----------  ----------
Earnings from operations plus non-cash operating
  items.........................................      9,681       7,339
Changes in components of working capital:
  Trade accounts receivable.....................      1,528       1,637
  Federal income tax receivable.................        705           -
  Other current assets..........................         96       2,012
  Accounts payable..............................        281      (1,040)
  Accrued and other liabilities.................     (1,405)          6
  Income tax payable............................      1,860       1,408
                                                  ----------  ----------
Cash provided by continuing operations..........     12,746      11,362
Cash utilized in discontinued operations........        (25)        (53)
                                                  ----------  ----------
Cash provided by operating activities...........     12,721      11,309

INVESTING ACTIVITIES:
Proceeds from the disposition of property.......        667       3,000
Additions to property, plant and equipment......    (11,010)     (2,016)
Other, net......................................         27          28
                                                  ----------  ----------
Cash provided by (utilized in) investing
   activities...................................    (10,316)      1,012
                                                  ----------  ----------

FINANCING ACTIVITIES:
Repayments under revolving credit agreement, net     (1,000)    (12,000)
Cash dividends:
     Common shareholders........................       (221)       (221)
     Preferred shareholders.....................       (604)       (604)
Stock options exercised.........................        111           -
Stock purchased and reissued restricted shares..       (597)          -
                                                  ----------  ----------
Cash utilized in financing activities...........     (2,311)    (12,825)
                                                  ----------  ----------

NET INCREASE (DECREASE) IN CASH AND CASH
    EQUIVALENTS.................................         94        (504)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD..      5,553       2,112
                                                  ----------  ----------
CASH AND CASH EQUIVALENTS, END OF PERIOD........  $   5,647   $   1,608
                                                  ==========  ==========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for:
Interest........................................  $   1,288   $   1,290
                                                  ==========  ==========
Income taxes....................................  $       -   $      12
                                                  ==========  ==========
</TABLE>

See accompanying Notes to Consolidated Financial Statements.

                                   -5-
<PAGE>
===================================================================
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Howell Corporation and Subsidiaries
March 31, 2001 and 2000
-------------------------------------------------------------------

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, 2001 and 2000.  The results of
operations  for the  three  months  ended  March  31,  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,
2000. These consolidated financial statements should be read in conjunction with
the financial statements and notes thereto included in the Company's latest Form
10-K.

Note 2 - New Accounting Standards

The Company adopted Statement of Financial Accounting Standards ("SFAS") No. 133
effective  January 1, 2001.  The Company has  reviewed  all of its  contracts to
determine which, if any, contain derivatives. As of January 1, 2001, the Company
had only one derivative  contract and it was accounted for and carried at market
value.  Therefore,  upon adoption of SFAS No. 133, no transition  adjustment was
recorded by the Company.

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 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 gas prices fall. 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 had entered into two hedging  programs for the year 2000.  The first
program  was 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 were $17.25 per barrel for the put option and $22.00 per
barrel for the call  option.  The second  program was 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 were $18.50 per
barrel for the put option  and  $26.00  per  barrel  for the call  option.  Each
program  provided for monthly  settlements  and was based on monthly average oil
prices.  There were no premiums  associated  with either  program.  Prior to the
adoption of SFAS No. 133,  changes in the market value of the  derivatives  were
deferred  until  the gain or loss was  recognized  on the  hedged  transactions.
During the first  quarter of 2000,  the strike  prices of the call  options were
exceeded,  resulting  in a reduction of revenues of $1.5 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  months ended March 31, 2000,
would have increased from $24.32 to $26.61.

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

The  Company's  depletion  rate for the three months  ended March 31, 2001,  was
$2.40 per  equivalent  barrel  versus a rate of $2.12 for the same period  ended
March 31, 2000.

Note 5 - Acquisitions & Dispositions

On February 28, 2001, the Company announced that it traded 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 our 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. The Company increased its current
net production in the field by approximately 1,250 barrels of oil per day and by
320 Mcf of gas per day as a result of this trade.

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.

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. There were no pre-tax earnings  attributable to the Company's  interest in
Genesis during the first three months of 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
adverse effect 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 7 - Earnings per Share

Prior year's  earnings per share  ("EPS") have been  restated to reflect the 10%
stock dividend issued in the first quarter of 2001.

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, 2001
                                                                        Earnings
                                                          Increase in      per
                                            Increase in    Number of   Incremental
                                             Earnings       Shares        Share
                                           -----------   -----------   -----------
<S>                                        <C>           <C>           <C>         <C>
Common stock options and restricted stock.          -       288,630           -
Dividends on convertible preferred stock..  $ 603,750     2,300,000      $ 0.26


             Computation of Diluted Earnings per Share

                                             Earnings       Common
                                            Available       Shares      Per Share
                                           -----------   -----------   -----------
                                           $5,993,250     6,026,056      $ 0.99
Common stock options and restricted stock.          -       288,630           -
                                           -----------   -----------   -----------
                                           $5,993,250     6,314,686      $ 0.95    Dilutive
Dividends on convertible preferred stock..    603,750     2,300,000           -
                                           -----------   -----------   -----------
                                           $6,597,000     8,614,686      $ 0.77    Dilutive
                                           ===========   ===========   ===========
</TABLE>

Note:  Because  diluted EPS from  operations  decreases from $0.99 to $0.95 when
common stock options and restricted  stock are included in the  computation  and
because  diluted EPS decreases  from $0.95 to $0.77 when  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 $0.77.

<TABLE>
<CAPTION>

Three Months Ended March 31, 2000
                                                                        Earnings
                                                          Increase in      per
                                            Increase in    Number of   Incremental
                                             Earnings       Shares        Share
                                           -----------   -----------   -----------
<S>                                        <C>           <C>           <C>         <C>
Common stock options......................          -       142,943           -
Dividends on convertible preferred stock..  $ 603,750     2,300,000      $ 0.26


             Computation of Diluted Earnings per Share

                                             Earnings       Common
                                            Available       Shares      Per Share
                                           -----------   -----------   -----------
                                           $3,936,250     6,072,751      $ 0.65
Common stock options.......                         -       142,943           -
                                           -----------   -----------   -----------
                                           $3,936,250     6,215,694      $ 0.63    Dilutive
Dividends on convertible preferred stock..    603,750     2,300,000           -
                                           -----------   -----------   -----------
                                           $4,540,000     8,515,694      $ 0.53    Dilutive
                                           ===========   ===========   ===========
</TABLE>

Note:  Because  diluted EPS from  operations  decreases from $0.65 to $0.63 when
common stock  options are included in the  computation  and because  diluted EPS
decreases from $0.63 to $0.53 when convertible  preferred shares are included in
the computation, those common stock options and convertible preferred shares are
dilutive. Therefore, diluted EPS is reported as $0.53.

                                      -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 business is oil and gas exploration,  production,  acquisition and
development. Results of operations for the three months ended March 31, 2001 and
2000, are discussed below.

<TABLE>
<CAPTION>

                                             Three Months Ended March 31,
                                                   2001      2000

<S>                                              <C>       <C>
Revenues (in thousands):
Sales of oil and natural gas...................  $22,658   $18,207
Other..........................................      313        69
                                                 --------  --------
     Total revenues............................  $22,971   $18,276
                                                 ========  ========

Operating profit (in thousands)................  $11,135   $ 8,606
                                                 ========  ========

Operating information:
Average net daily production:
    Oil (Bbls).................................    7,707     7,118
    NGL (Bbls).................................      371       460
    Natural gas (Mcf)..........................    7,079     7,799
    Equivalent Bbls............................    9,258     8,878

Average sales prices:
    Oil (per Bbl)..............................  $ 25.46   $ 24.32
    NGL (per Bbl)..............................  $ 26.18   $ 20.89
    Natural gas (per Mcf)......................  $  6.47   $  2.23
</TABLE>





Revenues  for three months  ended March 31,  2001,  increased  $4.7 million when
compared to the three-month period ended March 31, 2000, primarily due to a 190%
increase in the average gas price, a 25% increase in the average NGL price,  and
a 5% increase in the average oil price. Also contributing to the increase was an
8%  increase  in  oil  production,  partially  offset  by a 9%  decrease  in gas
production.

Operating  expenses increased $2.2 million during the first quarter of 2001 when
compared to the operating expenses during the first quarter of 2000. The primary
reason for the increase was a $1.5 million increase in lease operating  expense,
a $0.3 million  increase in production and severance  taxes,  and a $0.3 million
increase in depreciation, depletion and amortization expense.

The Company had also  entered into two hedging  programs for the year 2000.  The
first  program  was 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 were $17.25 per barrel for the put option
and $22.00 per barrel for the call option.  The second program was 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 were
$18.50 per barrel for the put option and $26.00 per barrel for the call  option.
Each program  provided for monthly  settlements  and is based on monthly average
oil prices.  There were no premiums  associated with either program.  During the
first  quarter of 2000,  the strike  prices of the call options  were  exceeded,
resulting  in a reduction  of revenues of $1.5 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 months  ended March 31,  2000,  would have
increased from $24.32 to $26.61.

                                      -9-
<PAGE>
Operating  profits  increased  $2.5 million when  comparing the first quarter of
2001 to the same period of 2000.  This  increase is  primarily  due to increased
energy prices.

In addition to the increase in operating  profits,  earnings before income taxes
also  increased  as a result of an increase  in other  income  primarily  due to
various litigation settlements.


Interest Expense

Interest  expense for the three  months  ended March 31,  2001,  decreased  $0.4
million from the 2000 level as a result of decreased debt of $4.0 million.


Provision for Income Taxes

The  Company's  effective  tax rate was 35% for the three months ended March 31,
2001 and 2000.

DISCONTINUED OPERATIONS

Crude Oil Marketing

The Company sold its interest in Genesis Energy, L.L.C. during the first quarter
of 2000 for $3.0  million.  The proceeds from the sale were used to reduce debt.
There were no pre-tax  earnings from  discontinued  operations  during the first
quarter of 2000.

LIQUIDITY AND CAPITAL RESOURCES

Cash provided by continuing operations,  before working capital changes, for the
three months  ended March 31,  2001,  was $9.7  million.  This  compares to $7.3
million for the  comparable  2000 period.  The Company's  debt decreased by $1.0
million  during the first three months of 2001 compared to a decrease in debt of
$12.0 million during the first three months of 2000.  Capital  expenditures  for
the three  months  ended March 31,  2001,  were $11.0  million  compared to $2.0
million for the 2000 period.

The Company's  long-term debt, at March 31, 2001, was $66 million.  At March 31,
2001, the Company's  borrowing  base under the terms of its Credit  Facility was
$100 million.

During the first three months of 2001,  the Company paid cash  dividends of $0.2
million  on its  common  stock  and $0.6  million  on its  preferred  stock.  In
addition,  the Company  issued a 10% common  stock  dividend in March 2001.  The
common stock dividend was a non-cash transaction; therefore, it is not reflected
in the statement of cash flows.

UNPROVEN PROPERTIES

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 during the next
year management will have enough  information to make an informed judgment about
whether to implement the CO2 flood project.

                                      -10-

<PAGE>

Forward-looking Statements

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

Words  such as  "anticipated",  "expect",  "estimate",  "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 25,
2001, for the following purposes:

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

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

                                    Shares          Authority
                                     For            Withheld
                                  ---------         ---------
           Paul N. Howell         5,278,220          23,696
           Donald W. Clayton      5,278,220          23,696
           Richard K. Herbert     5,278,220          23,696

        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, 2001.

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

           Shares For             5,293,381
           Shares Against             2,146
           Shares Abstaining          6,389

        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

            A report on Form 8-K was filed on January 30, 2001, announcing  that
            the Board of Directors of Howell Corporation authorized a 10% common
            stock dividend.

            A report on Form 8-K was filed on February 28, 2001, announcing that
            it traded producing oil and gas properties in a tax-free,  like-kind
            exchange.








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<PAGE>



                              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:  May 4, 2001                 /s/  Allyn R. Skelton, II
                                   -------------------------
                                   Allyn R. Skelton, II
                                   Vice President & Chief Financial Officer
                                   (Principal Financial and Accounting Officer)









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