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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 5 )(1)
HOWELL CORPORATION
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
443051107
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(CUSIP Number)
Sept 14, 2000
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
[x] Rule 13d-1(b)
[_] Rule 13d-1(c)
[_] Rule 13d-1(d)
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
(SC13G-07/98)
<PAGE>
CUSIP No. 13G Page of Pages
______________________________________________________________________________
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Robert L. Gipson
______________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
______________________________________________________________________________
3. SEC USE ONLY
______________________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
______________________________________________________________________________
NUMBER OF 5. SOLE VOTING POWER
SHARES 100,000
_______________________________________________________________
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 151,500 (Assuming conversion of 50,000 $3.50 Convertible
Preferred Shares "CVPRA")
_______________________________________________________________
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 100,000
_______________________________________________________________
PERSON 8. SHARED DISPOSITIVE POWER
WITH 375,790 (Assuming Conversion of 53,000 $3.50 CVPRA shares.)
______________________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
475,790
______________________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
______________________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.4% (Assuming conversion of 53,000 $3.50 CVPRA shares.)
______________________________________________________________________________
12. TYPE OF REPORTING PERSON*
IN
______________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 13G Page of Pages
_____________________________________________________________________________
HOWELL CORPORATION
_____________________________________________________________________________
Item 1(b). Address of Issuer's Principal Executive Offices:
1111 FANNIN, SUITE 1500, HOUSTON, TX 77002
______________________________________________________________________________
Item 2(a). Name of Person Filing:
Robert L. Gipson
_____________________________________________________________________________
Item 2(b). Address of Principal Business Office, or if None, Residence:
C/O Ingalls & Snyder LLC, 61 BROADWAY, NEW YORK, NY 10006
_____________________________________________________________________________
Item 2(c). Citizenship:
USA
_____________________________________________________________________________
Item 2(d). Title of Class of Securities:
COMMON STOCK
_____________________________________________________________________________
Item 2(e). CUSIP Number:
443051107
______________________________________________________________________________
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is a:
(a) [ ] Broker or dealer registered under Section15 of the Exchange Act.
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [_] Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d) [_] Investment company registered under Section 8 of the Investment
Company Act.
(e) [_] An investment adviser in accordance with Rule13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. [_]
<PAGE>
CUSIP No. 13G Page of Pages
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 475,790
(Assuming conversion of 53,000 $3.50 CVPRA shares.)
(b) Percent of class: 8.4%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote 100,000
(ii) Shared power to vote or to direct the vote
151,500 (Assuming conversion of 50,000 $3.50 CVPRA Shares.)
(iii) Sole power to dispose or to direct the disposition of
100,000
(iv) Shared power to dispose or to direct the disposition of
375,790 (Assuming the conversion of 53,000 $3.50 CVPRA shares.)
_____________________________________________________________________________
Item 5. Ownership of Five Percent or Less of a Class.
_____________________________________________________________________________
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
Shares beneficially owned by the reporting person reflect the following:
215,200 shares held in brokerage accounts over which the
reporting person has discretionary dispositive authority,
151,500 shares, assuming conversion of 50,000 $3.50 CVRPA shares,
held by Ingalls & Snyder Value Partners, L.P. ("ISVP"),
9,090 shares, assuming conversion of 3000 CVPRA shares held by other
such discretionary accounts,
100,000 shares held individually by Robert L. Gipson, a Senior
Director of Ingalls & Snyder LLC.
Robert L. Gipson and Thomas O. Boucher, Jr., a Managing Director of
I&S, are General Partners of ISVP and share voting
Authority over the shares owned by ISVP.
I&S manages the investments of ISVP on a discretionary basis under an
investment advisory contract. I&S has filed a 13g dated 07/31/00
covering the shares listed above and other shares over which it has voting or
dispositive control.
_____________________________________________________________________________
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding Company.
_____________________________________________________________________________
Item 8. Identification and Classification of Members of the Group.
_____________________________________________________________________________
Item 9. Notice of Dissolution of Group.
_____________________________________________________________________________
Item 10. Certifications.
(a) The following certification shall be included if the statement is
filed pursuant to Rule 13d-1(b):
"By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are heldin
the ordinary course of business and were not acquired and not heldfor
the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction
having such purpose or effect."
(b) The following certification shall be included if the statement is
filed pursuant to Rule 13d-1(c):
"By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having such purpose or effect."
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
09/15/00
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(Date)
/s/Robert L. Gipson
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(Signature)
Robert L. Gipson
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(Name/Title)
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits.
See Rule 13d-7(b) for other parties for whom copies are to be sent.
Attention. Intentional misstatements or omissions of fact
constitute federal criminal violations (see 18 U.S.C. 1001).
