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 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. # # #