As filed with the Securities and Exchange Commission on June 23, 2000
                                                      Registration No. 333-_____
================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

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

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

                         1111 Fannin Street, Suite 1500
                              Houston, Texas 77002
                                 (713) 658-4000
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                HOWELL CORPORATION NONQUALIFIED STOCK OPTION PLAN
                           FOR NON-EMPLOYEE DIRECTORS

           HOWELL CORPORATION OMNIBUS STOCK AWARDS AND INCENTIVE PLAN
                            (Full title of the plans)

                                Robert T. Moffett
                       Vice President and General Counsel
                               Howell Corporation
                         1111 Fannin Street, Suite 1500
                              Houston, Texas 77002
                                 (713) 658-4000
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   A copy to:

                                John R. Brantley
                          Bracewell & Patterson, L.L.P.
                           South Tower Pennzoil Place
                            711 Louisiana, Suite 2900
                            Houston, Texas 77002-2781


                         CALCULATION OF REGISTRATION FEE

================================================================================
  Title of                    Proposed maximum   Proposed maximum     Amount of
securities to   Amount to be   offering price   aggregate offering  registration
be registered   registered(1)   per share(2)         price(2)          fee(2)
--------------------------------------------------------------------------------
 Common Stock,    1,039,076
$1.00 par value    shares          $7.88           $8,190,810         $2,162.37
================================================================================
(1)Represents  the  number of shares of Common  Stock  authorized  for  issuance
   under  the  Registrant's   plans  referred  to  above  (the  "Plans").   This
   Registration  Statement  shall  also  include  an  indeterminable  number  of
   additional  shares of Common  Stock  issuable  pursuant  to the  antidilution
   provisions of the Plans.

(2)Calculated  pursuant to Rule 457(h)  based on (i) the average of the high and
   low sale  prices of the  Common  Stock on June 19,  2000 for the  shares  not
   presently  under option and (ii) the average price per share at which options
   granted under the Plan are  exercisable  for shares of stock  presently under
   option.
<PAGE>
                                    P A R T  I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*

Item 2. Registration Information and Employee Plan Annual Information.*

*  The  information  required  by Items 1 and 2 of Part I of Form S-8 is omitted
   from this  Registration  Statement in  accordance  with the Note to Part I of
   Form S-8 and Rule 428 promulgated under the Securities Act.

                                   P A R T  I I

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

   The  following   materials   previously  filed  by  Howell  Corporation  (the
"Company")  with the  Securities  and  Exchange  Commission  (the  "Commission")
pursuant  to the  Exchange  Act of 1934 (the  "Exchange  Act") are  incorporated
herein by  reference:  the  Company's  Annual Report on Form 10-K for the fiscal
year ended  December 31, 1999, the Company's  Quarterly  Report on Form 10-Q for
the fiscal quarter ended March 31, 2000, and the description of the Common Stock
of the Company  contained in the registration  statement on Form 8-A, as amended
by Form 8-A/A filed on July 29, 1994.  All  documents  filed by the Company with
the Commission  pursuant to Sections  13(a),  13(c), 14 or 15(d) of the Exchange
Act  prior to the  filing of a  post-effective  amendment  to this  Registration
Statement  which  indicates that all the Common Stock  registered  hereunder has
been sold or which  deregisters all Common Stock then remaining  unsold shall be
deemed to be  incorporated  herein by reference and to be a part hereof from the
date of filing of such documents.

   Any  statement  contained  in  a  document   incorporated  or  deemed  to  be
incorporated  herein by reference  shall be deemed to be modified or  superseded
for  purposes of this  registration  to the extent  that a  statement  contained
herein or in any other  subsequently filed document that also is or is deemed to
be incorporated  herein by reference modifies or supersedes such statement.  Any
such  statement  so modified  or  superseded  shall not be deemed,  except as so
modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

   Not applicable.

Item 5. Interests of Named Experts and Counsel.

   Not applicable.

                                       1
<PAGE>
Item 6. Indemnification of Directors and Officers.

Delaware General Corporation Law

    Section 145(a) of the General  Corporation Law of the State of Delaware (the
"DGCL")  provides  that a  corporation  may indemnify any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  (other than an action by or in the right of the  corporation)  by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or proceeding,  had no reasonable cause to believe his conduct was unlawful. The
termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo contendere or its equivalent,  shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which  he  reasonably  believed  to be in or not  opposed  to  the  best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

    Section  145(b) of the DGCL  states that a  corporation  may  indemnify  any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
corporation  to procure a judgment in its favor by reason of the fact that he is
or was a director,  officer, employee or agent of the corporation,  or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise against expenses (including  attorneys' fees) actually and reasonably
incurred by him in  connection  with the defense or settlement of such action or
suit if he acted in good faith and in a manner he  reasonably  believed to be in
or not  opposed to the best  interests  of the  corporation  and except  that no
indemnification  shall be made in respect  of any  claim,  issue or matter as to
which such  person  shall  have been  adjudged  to be liable to the  corporation
unless and only to the extent  that the Court of  Chancery or the court in which
such action or suit was brought shall determine upon application  that,  despite
the adjudication of liability but in view of all the  circumstances of the case,
such person is fairly and  reasonably  entitled to indemnity  for such  expenses
which the Court of Chancery or such other court shall deem proper.

    Section  145(c) of the DGCL  provides  that to the extent  that a  director,
officer, employee or agent of a corporation has been successful on the merits or
otherwise  in  defense  of  any  action,  suit  or  proceeding  referred  to  in
subsections (a) and (b), or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses  (including  attorneys' fees) actually and
reasonably incurred by him in connection therewith.

                                       2
<PAGE>
    Section 145(d) of the DGCL states that any indemnification under subsections
(a) and (b) (unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director,  officer,  employee or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in subsections (a) and (b).
Such  determination  shall be made (1) by the board of  directors  by a majority
vote of a quorum  consisting  of directors  who were not parties to such action,
suit or  proceeding,  or (2) if such a quorum  is not  obtainable,  or,  even if
obtainable a quorum of disinterested  directors so directs, by independent legal
counsel in a written opinion, or (3) by the stockholders.

    Section  145(e) of the DGCL  provides that  expenses  (including  attorneys'
fees)  incurred  by an officer or  director in  defending  any civil,  criminal,
administrative  or investigative  action,  suit or proceeding may be paid by the
corporation  in  advance  of the  final  disposition  of  such  action,  suit or
proceeding  upon receipt of an  undertaking  by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation as authorized in Section 145. Such
expenses (including  attorneys' fees) incurred by other employees and agents may
be so paid upon such terms and  conditions,  if any,  as the board of  directors
deems appropriate.

    Section 145(f) of the DGCL states that the  indemnification  and advancement
of  expenses  provided  by, or granted  pursuant  to, the other  subsections  of
Section  145 shall not be deemed  exclusive  of any other  rights to which those
seeking  indemnification  or  advancement  of expenses may be entitled under any
bylaw, agreement,  vote of stockholders or disinterested directors or otherwise,
both as to action in his official  capacity and as to action in another capacity
while holding such office.

    Section 145(g) of the DGCL provides that a corporation  shall have the power
to  purchase  and  maintain  insurance  on behalf of any  person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the  request of the  corporation  as a director,  officer,  employee or agent of
another  corporation,  partnership,  joint venture,  trust or other  enterprise,
against  any  liability  asserted  against  him and  incurred by him in any such
capacity,  or arising out of his status as such,  whether or not the corporation
would  have the  power  to  indemnify  him  against  such  liability  under  the
provisions of Section 145.

    Section 145(j) of the DGCL states that the  indemnification  and advancement
of  expenses  provided  by, or granted  pursuant  to Section  145 shall,  unless
otherwise provided when authorized or ratified,  continue as to a person who has
ceased to be a  director,  officer,  employee  or agent  and shall  inure to the
benefit of the heirs, executors and administrators of such a person.

Certificate of Incorporation

    The  Certificate  of  Incorporation,  as amended,  provides that no director
shall be liable to the  Company or its  stockholders  for  monetary  damages for
breach of fiduciary duty except in the instance of (i) the breach of the duty of
loyalty,  (ii)  intentional  acts or knowing  misconduct,  (iii)  violations  of
Section 174 of the DGCL or (iv) for receiving an improper benefit.

                                       3
<PAGE>
By-laws

    Article VII of the By-laws authorizes the Company to indemnify any director,
officer or employee  entitled  to  indemnity  under law,  to the fullest  extent
permitted by law.

Indemnity Agreements

    The Company is party to  indemnity  agreements  with all of its officers and
directors.  The agreement  provides,  among other things, that the Company shall
indemnify an officer or director  when he is a party or threatened to be a party
to an  action,  suit or  proceeding  by  reason  of the fact that he is or was a
director or officer of the Company. The Company shall indemnify such director or
officer  against  expenses,  judgments,  fines and  amounts  paid in  settlement
actually  and  reasonably  incurred  by him in  connection  with the  action  or
proceeding.  In any event,  no  indemnification  shall be made if the officer or
director is adjudged liable to the Company.

Directors' and Officers' Insurance

    The Company maintains a policy of liability insurance covering its directors
and officers  against  losses  resulting from wrongful acts committed by them in
their  official  capacities,  including  liabilities  arising  under  applicable
securities laws.

Item 7. Exemption from Registration Claimed.

    Not applicable.

Item 8. Exhibits.

    Exhibits  not  incorporated  herein  by  reference  to a  prior  filing  are
designated  by an  (*)  and  are  filed  herewith.  Exhibits  designated  by two
asterisks  (**) are  incorporated  herein by reference to the Company's Form S-1
Registration Statement, registration no. 33-59338, filed on March 10, 1993.


    Exhibit
    Number   Description  of Exhibit

     3.1**   Certificate of Incorporation, as amended, of the Company

     3.2**   Bylaws of the Company

     5*      Opinion of Bracewell & Patterson, L.L.P.

    10.1*    Howell Corporation Nonqualified  Stock Option Plan for Non-Employee
             Directors

    10.2*    Form of Nonqualified Option  Agreement  for use under  Nonqualified
             Stock Option Plan for Non-Employee Directors

    10.3*    Howell Corporation Omnibus Stock Awards and Incentive Plan

    10.4*    Form of  Nonqualified Option Agreement  for use under Omnibus Stock
             Awards and Incentive Plan

                                       4
<PAGE>
    10.5*    Form  of  Restricted  Stock  Agreement for use under  Omnibus Stock
             Awards and Incentive Plan

    23.1*    Consent of Bracewell & Patterson,  L.L.P. (contained in Exhibit 5)

    23.2*    Consent of Deloitte & Touche LLP

    24*      Powers of Attorney

Item 9.  Undertakings

    The undersigned registrant hereby undertakes:

    (1) To file,  during any period in which  offers or sales are being made,  a
post-effective amendment to this Registration Statement:

        (i)  To  include  any  prospectus  required   by Section 10(a)(3) of the
    Securities Act;

        (ii) To reflect in the  prospectus any facts or events arising after the
    effective  date  of  this   Registration   Statement  (or  the  most  recent
    post-effective  amendment thereof) which,  individually or in the aggregate,
    represent  a  fundamental  change  in  the  information  set  forth  in  the
    Registration Statement; and

        (iii) To include any  material  information  with respect to the plan of
    distribution not previously disclosed in this Registration  Statement or any
    material change to such information in this Registration Statement;

        provided, however, that paragraphs (1)(i) and (1)(ii) shall not apply if
the information  required to be included in a post-effective  amendment by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
section  13 or  section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in this Registration Statement;

    (2) That, for the purpose of determining  any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement  relating to the securities  offered herein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

    (3) To remove from  registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (4) That,  for purposes of determining  any liability  under the Securities
Act, each filing of the registrant's  annual report pursuant to section 13(a) or
section  15(d) of the  Exchange  Act that is  incorporated  by reference in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                                       5
<PAGE>
    (5) To deliver or cause to be delivered with the prospectus,  to each person
to whom the  prospectus  is sent or given,  the latest annual report to security
holders  that is  incorporated  by  reference in the  prospectus  and  furnished
pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 promulgated
under the Exchange Act; and, where interim financial  information required to be
presented by Article 3 of Regulation S-X is not set forth in the prospectus,  to
deliver,  or cause to be delivered to each person to whom the prospectus is sent
or given,  the latest  quarterly  report that is  specifically  incorporated  by
reference in the prospectus to provide such interim financial information.

    Insofar as indemnification  for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.


                                       6
<PAGE>


                                   SIGNATURES

    Pursuant to the  requirements  of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Houston, and State of Texas on June 23, 2000.

                                  HOWELL CORPORATION


                                  By: /s/ RICHARD K. HEBERT
                                  -------------------------
                                  Richard K. Hebert
                                  President and Chief Operating Officer

    Pursuant  to  the   requirements   of  the  Securities  Act  of  1933,  this
Registration Statement has been signed by the following persons in the indicated
capacities on June 23, 2000.


    /s/ DONALD W. CLAYTON         Chairman  of the  Board  and
    -------------------------     Chief Executive Officer
    Donald W. Clayton

    /s/ RICHARD K. HEBERT         President,  Chief  Operating
    -------------------------     Officer and  Director
    Richard K. Hebert

    /s/ PAUL N. HOWELL*           Director
    -------------------------
    Paul N. Howell

    /s/ RONALD E. HALL*           Director
    -------------------------
    Ronald E. Hall

    /s/ ROBERT M. AYRES, JR.*     Director
    -------------------------
    Robert M. Ayres, Jr.

    /s/ OTIS A. SINGLETARY*       Director
    -------------------------
    Otis A. Singletary

    /s/ JACK T. TROTTER*          Director
    -------------------------
    Jack T. Trotter

    /s/ KHOI V. TRAN*             Director
    -------------------------
    Khoi V. Tran

    /s/ PAUL W. MURRILL*          Director
    -------------------------
    Paul W. Murrill

*By /s/ RICHARD K. HEBERT
    -------------------------
        Richard K. Hebert
        Attorney-in-Fact

                                       7
<PAGE>


                                  EXHIBIT INDEX


      Exhibits  not  incorporated  herein by  reference  to a prior  filing  are
designated  by an  (*)  and  are  filed  herewith.  Exhibits  designated  by two
asterisks  (**) are  incorporated  herein by reference to the Company's Form S-1
Registration Statement; registration no. 33-59338 filed on March 10, 1993.



Exhibit
Number           Description of Exhibit

   3.1**  Certificate of Incorporation, as amended, of the Company

   3.2**  Bylaws of the Company

   5*     Opinion of Bracewell & Patterson, L.L.P.

  10.1*   Howell  Corporation  Nonqualified  Stock  Option Plan for Non-Employee
          Directors

  10.2*   Form of  Nonqualified  Option  Agreement  for use  under  Nonqualified
          Stock Option Plan for Non-Employee Directors

  10.3*   Howell Corporation Omnibus Stock Awards and Incentive Plan

  10.4*   Form  of  Nonqualified  Option  Agreement  for use under Omnibus Stock
          Awards and Incentive Plan

  10.5*   Form  of Restricted Stock Agreement for use under Omnibus Stock Awards
          and Incentive Plan

  23.1*   Consent of Bracewell & Patterson, L.L.P. (contained in Exhibit 5)

  23.2*   Consent of Deloitte & Touche LLP

  24*     Powers of Attorney

                                       8
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{"company-data": {"conformed-name": "HOWELL CORP /DE/", "cik": "0000745113", "assigned-sic": "5172", "irs-number": "741223027", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-40022", "film-number": "660064"}, "business-address": {"street1": "1111 FANNIN STE 1500", "city": "HOUSTON", "state": "TX", "zip": "77002-6923", "phone": "7136584000"}, "mail-address": {"street1": "1111 FANNIN", "street2": "STE 1500", "city": "HOUSTON", "state": "TX", "zip": "77002-6923"}}
As filed with the Securities and Exchange Commission on June 23, 2000
                                                      Registration No. 333-_____
================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

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

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

                         1111 Fannin Street, Suite 1500
                              Houston, Texas 77002
                                 (713) 658-4000
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                HOWELL CORPORATION NONQUALIFIED STOCK OPTION PLAN
                           FOR NON-EMPLOYEE DIRECTORS

           HOWELL CORPORATION OMNIBUS STOCK AWARDS AND INCENTIVE PLAN
                            (Full title of the plans)

                                Robert T. Moffett
                       Vice President and General Counsel
                               Howell Corporation
                         1111 Fannin Street, Suite 1500
                              Houston, Texas 77002
                                 (713) 658-4000
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   A copy to:

                                John R. Brantley
                          Bracewell & Patterson, L.L.P.
                           South Tower Pennzoil Place
                            711 Louisiana, Suite 2900
                            Houston, Texas 77002-2781

                         CALCULATION OF REGISTRATION FEE

================================================================================
  Title of                    Proposed maximum   Proposed maximum     Amount of
securities to   Amount to be   offering price   aggregate offering  registration
be registered   registered(1)   per share(2)         price(2)          fee(2)
--------------------------------------------------------------------------------
 Common Stock,    1,039,076
$1.00 par value    shares          $7.88           $8,190,810         $2,162.37
================================================================================
(1)Represents  the  number of shares of Common  Stock  authorized  for  issuance
   under  the  Registrant's   plans  referred  to  above  (the  "Plans").   This
   Registration  Statement  shall  also  include  an  indeterminable  number  of
   additional  shares of Common  Stock  issuable  pursuant  to the  antidilution
   provisions of the Plans.

(2)Calculated  pursuant to Rule 457(h)  based on (i) the average of the high and
   low sale  prices of the  Common  Stock on June 19,  2000 for the  shares  not
   presently  under option and (ii) the average price per share at which options
   granted under the Plan are  exercisable  for shares of stock  presently under
   option.
P A R T  I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*

Item 2. Registration Information and Employee Plan Annual Information.*

*  The  information  required  by Items 1 and 2 of Part I of Form S-8 is omitted
   from this  Registration  Statement in  accordance  with the Note to Part I of
   Form S-8 and Rule 428 promulgated under the Securities Act.

                                   P A R T  I I

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

   The  following   materials   previously  filed  by  Howell  Corporation  (the
"Company")  with the  Securities  and  Exchange  Commission  (the  "Commission")
pursuant  to the  Exchange  Act of 1934 (the  "Exchange  Act") are  incorporated
herein by  reference:  the  Company's  Annual Report on Form 10-K for the fiscal
year ended  December 31, 1999, the Company's  Quarterly  Report on Form 10-Q for
the fiscal quarter ended March 31, 2000, and the description of the Common Stock
of the Company  contained in the registration  statement on Form 8-A, as amended
by Form 8-A/A filed on July 29, 1994.  All  documents  filed by the Company with
the Commission  pursuant to Sections  13(a),  13(c), 14 or 15(d) of the Exchange
Act  prior to the  filing of a  post-effective  amendment  to this  Registration
Statement  which  indicates that all the Common Stock  registered  hereunder has
been sold or which  deregisters all Common Stock then remaining  unsold shall be
deemed to be  incorporated  herein by reference and to be a part hereof from the
date of filing of such documents.

   Any  statement  contained  in  a  document   incorporated  or  deemed  to  be
incorporated  herein by reference  shall be deemed to be modified or  superseded
for  purposes of this  registration  to the extent  that a  statement  contained
herein or in any other  subsequently filed document that also is or is deemed to
be incorporated  herein by reference modifies or supersedes such statement.  Any
such  statement  so modified  or  superseded  shall not be deemed,  except as so
modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

   Not applicable.

Item 5. Interests of Named Experts and Counsel.

   Not applicable.

                                       1
Item 6. Indemnification of Directors and Officers.

Delaware General Corporation Law

    Section 145(a) of the General  Corporation Law of the State of Delaware (the
"DGCL")  provides  that a  corporation  may indemnify any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  (other than an action by or in the right of the  corporation)  by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or proceeding,  had no reasonable cause to believe his conduct was unlawful. The
termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo contendere or its equivalent,  shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which  he  reasonably  believed  to be in or not  opposed  to  the  best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

    Section  145(b) of the DGCL  states that a  corporation  may  indemnify  any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
corporation  to procure a judgment in its favor by reason of the fact that he is
or was a director,  officer, employee or agent of the corporation,  or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise against expenses (including  attorneys' fees) actually and reasonably
incurred by him in  connection  with the defense or settlement of such action or
suit if he acted in good faith and in a manner he  reasonably  believed to be in
or not  opposed to the best  interests  of the  corporation  and except  that no
indemnification  shall be made in respect  of any  claim,  issue or matter as to
which such  person  shall  have been  adjudged  to be liable to the  corporation
unless and only to the extent  that the Court of  Chancery or the court in which
such action or suit was brought shall determine upon application  that,  despite
the adjudication of liability but in view of all the  circumstances of the case,
such person is fairly and  reasonably  entitled to indemnity  for such  expenses
which the Court of Chancery or such other court shall deem proper.

    Section  145(c) of the DGCL  provides  that to the extent  that a  director,
officer, employee or agent of a corporation has been successful on the merits or
otherwise  in  defense  of  any  action,  suit  or  proceeding  referred  to  in
subsections (a) and (b), or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses  (including  attorneys' fees) actually and
reasonably incurred by him in connection therewith.

                                       2
Section 145(d) of the DGCL states that any indemnification under subsections
(a) and (b) (unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director,  officer,  employee or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in subsections (a) and (b).
Such  determination  shall be made (1) by the board of  directors  by a majority
vote of a quorum  consisting  of directors  who were not parties to such action,
suit or  proceeding,  or (2) if such a quorum  is not  obtainable,  or,  even if
obtainable a quorum of disinterested  directors so directs, by independent legal
counsel in a written opinion, or (3) by the stockholders.

    Section  145(e) of the DGCL  provides that  expenses  (including  attorneys'
fees)  incurred  by an officer or  director in  defending  any civil,  criminal,
administrative  or investigative  action,  suit or proceeding may be paid by the
corporation  in  advance  of the  final  disposition  of  such  action,  suit or
proceeding  upon receipt of an  undertaking  by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation as authorized in Section 145. Such
expenses (including  attorneys' fees) incurred by other employees and agents may
be so paid upon such terms and  conditions,  if any,  as the board of  directors
deems appropriate.

    Section 145(f) of the DGCL states that the  indemnification  and advancement
of  expenses  provided  by, or granted  pursuant  to, the other  subsections  of
Section  145 shall not be deemed  exclusive  of any other  rights to which those
seeking  indemnification  or  advancement  of expenses may be entitled under any
bylaw, agreement,  vote of stockholders or disinterested directors or otherwise,
both as to action in his official  capacity and as to action in another capacity
while holding such office.

    Section 145(g) of the DGCL provides that a corporation  shall have the power
to  purchase  and  maintain  insurance  on behalf of any  person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the  request of the  corporation  as a director,  officer,  employee or agent of
another  corporation,  partnership,  joint venture,  trust or other  enterprise,
against  any  liability  asserted  against  him and  incurred by him in any such
capacity,  or arising out of his status as such,  whether or not the corporation
would  have the  power  to  indemnify  him  against  such  liability  under  the
provisions of Section 145.

    Section 145(j) of the DGCL states that the  indemnification  and advancement
of  expenses  provided  by, or granted  pursuant  to Section  145 shall,  unless
otherwise provided when authorized or ratified,  continue as to a person who has
ceased to be a  director,  officer,  employee  or agent  and shall  inure to the
benefit of the heirs, executors and administrators of such a person.

Certificate of Incorporation

    The  Certificate  of  Incorporation,  as amended,  provides that no director
shall be liable to the  Company or its  stockholders  for  monetary  damages for
breach of fiduciary duty except in the instance of (i) the breach of the duty of
loyalty,  (ii)  intentional  acts or knowing  misconduct,  (iii)  violations  of
Section 174 of the DGCL or (iv) for receiving an improper benefit.

                                       3
By-laws

    Article VII of the By-laws authorizes the Company to indemnify any director,
officer or employee  entitled  to  indemnity  under law,  to the fullest  extent
permitted by law.

Indemnity Agreements

    The Company is party to  indemnity  agreements  with all of its officers and
directors.  The agreement  provides,  among other things, that the Company shall
indemnify an officer or director  when he is a party or threatened to be a party
to an  action,  suit or  proceeding  by  reason  of the fact that he is or was a
director or officer of the Company. The Company shall indemnify such director or
officer  against  expenses,  judgments,  fines and  amounts  paid in  settlement
actually  and  reasonably  incurred  by him in  connection  with the  action  or
proceeding.  In any event,  no  indemnification  shall be made if the officer or
director is adjudged liable to the Company.

Directors' and Officers' Insurance

    The Company maintains a policy of liability insurance covering its directors
and officers  against  losses  resulting from wrongful acts committed by them in
their  official  capacities,  including  liabilities  arising  under  applicable
securities laws.

Item 7. Exemption from Registration Claimed.

    Not applicable.

Item 8. Exhibits.

    Exhibits  not  incorporated  herein  by  reference  to a  prior  filing  are
designated  by an  (*)  and  are  filed  herewith.  Exhibits  designated  by two
asterisks  (**) are  incorporated  herein by reference to the Company's Form S-1
Registration Statement, registration no. 33-59338, filed on March 10, 1993.

    Exhibit
    Number   Description  of Exhibit

     3.1**   Certificate of Incorporation, as amended, of the Company

     3.2**   Bylaws of the Company

     5*      Opinion of Bracewell & Patterson, L.L.P.

    10.1*    Howell Corporation Nonqualified  Stock Option Plan for Non-Employee
             Directors

    10.2*    Form of Nonqualified Option  Agreement  for use under  Nonqualified
             Stock Option Plan for Non-Employee Directors

    10.3*    Howell Corporation Omnibus Stock Awards and Incentive Plan

    10.4*    Form of  Nonqualified Option Agreement  for use under Omnibus Stock
             Awards and Incentive Plan

                                       4
10.5*    Form  of  Restricted  Stock  Agreement for use under  Omnibus Stock
             Awards and Incentive Plan

    23.1*    Consent of Bracewell & Patterson,  L.L.P. (contained in Exhibit 5)

    23.2*    Consent of Deloitte & Touche LLP

    24*      Powers of Attorney

Item 9.  Undertakings

    The undersigned registrant hereby undertakes:

    (1) To file,  during any period in which  offers or sales are being made,  a
post-effective amendment to this Registration Statement:

        (i)  To  include  any  prospectus  required   by Section 10(a)(3) of the
    Securities Act;

        (ii) To reflect in the  prospectus any facts or events arising after the
    effective  date  of  this   Registration   Statement  (or  the  most  recent
    post-effective  amendment thereof) which,  individually or in the aggregate,
    represent  a  fundamental  change  in  the  information  set  forth  in  the
    Registration Statement; and

        (iii) To include any  material  information  with respect to the plan of
    distribution not previously disclosed in this Registration  Statement or any
    material change to such information in this Registration Statement;

        provided, however, that paragraphs (1)(i) and (1)(ii) shall not apply if
the information  required to be included in a post-effective  amendment by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
section  13 or  section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in this Registration Statement;

    (2) That, for the purpose of determining  any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement  relating to the securities  offered herein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

    (3) To remove from  registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (4) That,  for purposes of determining  any liability  under the Securities
Act, each filing of the registrant's  annual report pursuant to section 13(a) or
section  15(d) of the  Exchange  Act that is  incorporated  by reference in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                                       5
(5) To deliver or cause to be delivered with the prospectus,  to each person
to whom the  prospectus  is sent or given,  the latest annual report to security
holders  that is  incorporated  by  reference in the  prospectus  and  furnished
pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 promulgated
under the Exchange Act; and, where interim financial  information required to be
presented by Article 3 of Regulation S-X is not set forth in the prospectus,  to
deliver,  or cause to be delivered to each person to whom the prospectus is sent
or given,  the latest  quarterly  report that is  specifically  incorporated  by
reference in the prospectus to provide such interim financial information.

    Insofar as indemnification  for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                       6
SIGNATURES

    Pursuant to the  requirements  of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Houston, and State of Texas on June 23, 2000.

                                  HOWELL CORPORATION

                                  By: /s/ RICHARD K. HEBERT
                                  -------------------------
                                  Richard K. Hebert
                                  President and Chief Operating Officer

    Pursuant  to  the   requirements   of  the  Securities  Act  of  1933,  this
Registration Statement has been signed by the following persons in the indicated
capacities on June 23, 2000.

    /s/ DONALD W. CLAYTON         Chairman  of the  Board  and
    -------------------------     Chief Executive Officer
    Donald W. Clayton

    /s/ RICHARD K. HEBERT         President,  Chief  Operating
    -------------------------     Officer and  Director
    Richard K. Hebert

    /s/ PAUL N. HOWELL*           Director
    -------------------------
    Paul N. Howell

    /s/ RONALD E. HALL*           Director
    -------------------------
    Ronald E. Hall

    /s/ ROBERT M. AYRES, JR.*     Director
    -------------------------
    Robert M. Ayres, Jr.

    /s/ OTIS A. SINGLETARY*       Director
    -------------------------
    Otis A. Singletary

    /s/ JACK T. TROTTER*          Director
    -------------------------
    Jack T. Trotter

    /s/ KHOI V. TRAN*             Director
    -------------------------
    Khoi V. Tran

    /s/ PAUL W. MURRILL*          Director
    -------------------------
    Paul W. Murrill

*By /s/ RICHARD K. HEBERT
    -------------------------
        Richard K. Hebert
        Attorney-in-Fact

                                       7
EXHIBIT INDEX

      Exhibits  not  incorporated  herein by  reference  to a prior  filing  are
designated  by an  (*)  and  are  filed  herewith.  Exhibits  designated  by two
asterisks  (**) are  incorporated  herein by reference to the Company's Form S-1
Registration Statement; registration no. 33-59338 filed on March 10, 1993.

Exhibit
Number           Description of Exhibit

   3.1**  Certificate of Incorporation, as amended, of the Company

   3.2**  Bylaws of the Company

   5*     Opinion of Bracewell & Patterson, L.L.P.

  10.1*   Howell  Corporation  Nonqualified  Stock  Option Plan for Non-Employee
          Directors

  10.2*   Form of  Nonqualified  Option  Agreement  for use  under  Nonqualified
          Stock Option Plan for Non-Employee Directors

  10.3*   Howell Corporation Omnibus Stock Awards and Incentive Plan

  10.4*   Form  of  Nonqualified  Option  Agreement  for use under Omnibus Stock
          Awards and Incentive Plan

  10.5*   Form  of Restricted Stock Agreement for use under Omnibus Stock Awards
          and Incentive Plan

  23.1*   Consent of Bracewell & Patterson, L.L.P. (contained in Exhibit 5)

  23.2*   Consent of Deloitte & Touche LLP

  24*     Powers of Attorney

                                       8