HOWELL CORP /DE/
8-K, 1995-03-28
PETROLEUM & PETROLEUM PRODUCTS (NO BULK STATIONS)
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                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549
                                        
                               ___________________


                                    Form 8-K

                                 CURRENT REPORT
                                        
                                        
                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


                Date of Report (Date of earliest event reported)
                                        
                                 March 16, 1995
                                        
                               ___________________
                                        

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

                                        
                                    Delaware
                         (State or other jurisdiction of
                         incorporation or organization)
                                        
                                        

     1-8704                                          74-1223027
     (Commission File Number)           (I.R.S. Employer Identification No.)



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


       Registrant's telephone number, including area code:  (713) 658-4000
                                        
<PAGE>

Item 5.  Other Events

      On  March 16, 1995, the Registrant issued a press release announcing  that
the  Registrant  had  signed an agreement with Norcen  Explorer,  Inc.  (Norcen)
regarding  the  purchase  by the Registrant of all of the  Mississippi  operated
properties  and  certain  other  assets of  Norcen.   On  March  22,  1995,  the
Registrant  issued a press release announcing that the transaction  with  Norcen
had  been  finalized.  Copies of both press releases are enclosed  herewith  and
incorporated herein by reference.



                                   SIGNATURES


      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 hereunto duly authorized.

          HOWELL CORPORATION
          (Registrant)




Date:  March 28, 1995                By  /s/ Paul W. Funkhouser
                                         ----------------------
                                         Paul W. Funkhouser
                                         President and Chief Operating Officer
<PAGE>
                         HOWELL CORPORATION NEWS RELEASE
                                        
For Immediate Release                   Contact:  Sandra M. Ryan
                                                  Manager, Investor Relations
                                                  (713) 658-4070


               HOWELL ACQUIRES MISSISSIPPI OIL AND GAS PROPERTIES


       HOUSTON,   TEXAS,  MARCH  16,  1995  --  HOWELL  CORPORATION   (HWL:NYSE;
HWLLP:NASDAQ) today announced that its wholly-owned subsidiary, Howell Petroleum
Corporation,  has  agreed to acquire all of the Mississippi operated  properties
and  certain other interests of Norcen Explorer, Inc.  The acquisition  includes
working  interests  ranging from 85% to 6.25% in six fields  with  21  producing
wells.   The  current  daily  net  production from  the  acquired  interests  is
approximately 540 barrels of oil per day and 450 thousand cubic feet of  natural
gas  per day, which would increase Howell's oil and gas production by 16.4%  and
5.5%,  respectively.   Howell estimates that the proved  reserves  were  959,000
barrels  of  oil  and slightly over 1 Bcf of gas as of March  1,  1995,  for  an
adjusted   purchase  price  of  approximately  $5.8  million.   This  represents
increases  of  13%  and  1.4% to Howell's year-end 1994 oil  and  gas  reserves,
respectively.  Closing is expected to occur later this month.
      The  six  fields are located in Smith, Jones, Wayne and Lowndes  Counties,
Mississippi.   Five of the fields are in the Mississippi Salt Dome  Basin  where
Howell  is actively exploring for oil and gas through a joint venture it  formed
to  exploit its sizable fee mineral acreage position.  The sixth field is in the
Black  Warrior  Basin  where Howell has existing production.   Norcen  currently
operates two of the fields which represent approximately 40% of the value of the
acquired properties.  Howell expects to be elected operator of these two  fields
after the acquisition is completed.
      Paul  Howell, Chairman and Chief Executive Officer of Howell  Corporation,
commented,  "The acquisition of the Norcen properties is an excellent  strategic
fit  for  our  existing  and planned activities in the area.   This  acquisition
provides Howell Petroleum with a strong operational base in the Mississippi Salt
Dome  Basin,  which is where the majority of our 1995 Mineral  Acreage  drilling
prospects are concentrated.  Completion activities are currently underway on one
area  prospect and several others are planned for drilling during 1995.  One  of
the three pipeline systems which we are acquiring from Exxon traverses this same
Basin, passing within 30 miles of five of the fields being acquired from Norcen.
The synergies among these acquisitions, assets and opportunities seem endless."
      Howell Corporation is a diversified independent energy company engaged  in
oil   and   gas   exploration,   production,   marketing,   transportation   and
petrochemicals.
                                        
                                      # # #
                                        
                                        
<PAGE>
                         HOWELL CORPORATION NEWS RELEASE
                                        
For Immediate Release                   Contact:  Sandra M. Ryan
                                                  Manager, Investor Relations
                                                  (713) 658-4070


                      HOWELL CLOSES ACQUISITION FROM NORCEN
       - Increases daily oil production by over 16%, oil reserves by 13% -
                                        


       HOUSTON,   TEXAS,  MARCH  22,  1995  --  HOWELL  CORPORATION   (HWL:NYSE;
HWLLP:NASDAQ) today announced that its wholly-owned subsidiary, Howell Petroleum
Corporation,  has finalized its previously announced acquisition of  Mississippi
producing  properties  from  Norcen Explorer, Inc.   The  acquisition  will  add
approximately 540 barrels of oil and 450 thousand cubic feet of natural gas  per
day  to Howell's current oil and gas production, representing increases of 16.4%
and  5.5%, respectively.  Howell estimates that proved reserves for the acquired
properties  are  959,000 barrels of oil and slightly over 1 Bcf  of  gas,  which
increases  Howell's oil and gas reserves as of year-end 1994 by  13%  and  1.4%,
respectively.  Howell paid $5.8 million for the properties.
      The properties include working interests ranging from 85% to 6.25% in  six
fields with 21 producing wells.  The fields acquired are Burns, Tallahoma Creek,
Reedy  Creek,  Chaparral, Free State and Stinson Creek located in Smith,  Jones,
Wayne  and Lowndes Counties, Mississippi.  Howell expects to be elected operator
of  the Burns and Tallahoma Creek fields which represent about 40% of the  total
acquisition value.
      The  acquisition is an excellent strategic fit for Howell.   Five  of  the
fields  are in the Mississippi Salt Dome Basin where Howell is actively drilling
to  exploit  its  sizable fee mineral acreage position.  One of  the  crude  oil
pipelines  that  Howell is acquiring from Exxon passes within  thirty  miles  of
these  five fields.  The sixth field is in the Black Warrior Basin where  Howell
has existing production.
      Howell Corporation is a diversified independent energy company engaged  in
oil   and   gas   exploration,    production,  marketing,   transportation   and
petrochemicals.
                                      # # #
                                        



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