HOWELL CORP /DE/
8-K, 1996-10-04
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)
                                        
                                 October 4, 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  October 4, 1996, the Registrant issued a press release announcing that
the letter of intent to sell the assets of its subsidiary, Howell Hydrocarbons &
Chemicals, Inc., to Schenectady International, Inc., has expired.  Further  sale
negotiations between the Registrant and Schenectady International, Inc., are not
expected.   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:  October 4, 1996                  By  /s/ ALLYN R. SKELTON, II
                                        -------------------------------
                                        Allyn R. Skelton, II
                                        Senior Vice President and
                                        Secretary

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


                 HOWELL ANNOUNCES CESSATION OF NEGOTIATIONS WITH
                         SCHENECTADY INTERNATIONAL, INC.


  HOUSTON,   TEXAS,   OCTOBER   4,   1996  --  HOWELL   CORPORATION   (HWL:NYSE;

HWLLP:NASDAQ)  today  announced  the Letter of  Intent  previously  signed  with

Schenectady  International, Inc. ("SII") covering the  sale  by  Howell  of  its

research and reference fuels and chemical custom manufacturing business  to  SII

has expired.  Further sale negotiations between SII and Howell are not expected.

  

  Howell Corporation is a diversified independent energy company engaged in  oil

and  gas  exploration, production, marketing, transportation  and  petrochemical

processing.

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