HOWELL CORP /DE/
8-K, 1996-05-31
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)
                                        
                                  May 29, 1996
                                        
                           --------------------------

                               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
                                        

Item 5.  Other Events

      On May 29, 1996, the Registrant issued a press release announcing that the
Registrant  had signed a letter of intent to sell the assets of its  subsidiary,
Howell  Hydrocarbons  & Chemicals, Inc., to Schenectady International,  Inc.   A
copy  of  the  press  release is 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:  May 31, 1996        By   /s/ ALLYN R. SKELTON, II
                             ---------------------------------------
                                  Allyn R. Skelton, II
                                  Senior Vice President and
                                  Chief Financial Officer

<PAGE>
For Immediate Release        Contact:   Allyn R. Skelton, II
                                        Senior Vice President &
                                        Chief Financial Officer
                                        (713) 658-4070


              HOWELL TO SELL SPECIALTY FUELS AND CHEMICAL BUSINESS
                       TO SCHENECTADY INTERNATIONAL, INC.


  HOUSTON,  TEXAS,  MAY 29, 1996 -- HOWELL CORPORATION (HWL:NYSE;  HWLLP:NASDAQ)
today   announced   the  signing  of  a  Letter  of  Intent   with   Schenectady
International,  Inc.  ("SII") covering the sale by Howell of  its  research  and
reference  fuels and chemical custom manufacturing business to SII.  The  Letter
of  Intent  is  subject  to the negotiation of an Asset Purchase  Agreement,  to
customary  due  diligence  and  to  regulatory  review.   The  closing  of  this
transaction is currently contemplated to take place not later than September 30,
1996.  When consummated, the divestiture of these assets will mark Howell's exit
from the downstream processing industry.
  The  offer  price is $31 million and is subject to adjustment based  upon  the
findings of due diligence.
  Howell  has  long been recognized as a leader in the manufacturing and  supply
of research and reference fuels for the engine, fuels and lubricants industries.
SII,  a 90 year-old privately held firm headquartered in Schenectady, New  York,
is  a  global  manufacturer  of  chemical  intermediates  and  is  committed  to
continuing  the  excellent quality and service for which Howell  has  long  been
known.
  Paul   N.  Howell,  President  and  Chief  Executive  Officer,  stated,  "This
transaction,  while strengthening the balance sheet, will allow the  Company  to
increase  its  focus  and  financial  commitment  on  its  primary  business  of
exploration and production of oil and gas."
  Howell  Corporation is an independent energy company engaged in  oil  and  gas
exploration, production, marketing and transportation.
                                      # # #



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