FORM 10-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

(Mark one)
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For fiscal year ended July 31, 1996
or
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-4615
------

HOWELL INDUSTRIES, INC.
-----------------------
(Exact name of Registrant as specified in its charter)

Michigan 38-0479830
--------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

17515 West Nine Mile Road,
Suite 650, Southfield, Michigan 48075
------------------------------- --------
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (810) 424-8220
---------------

Securities registered pursuant to Section 12(b) of the Act:

Name of each exchange
Title of each class on which registered
------------------- ---------------------

Common stock, no par value American Stock Exchange
-------------------------- -----------------------

Securities registered pursuant to Section 12(g) of the Act: NONE
----
(Title of class)

Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or such shorter period that
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes_ X_ No___ .

Year ended
Form 10-K HOWELL INDUSTRIES, INC. July 31, 1996

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

The aggregate market value of the Registrant's voting stock held by
non-affiliates of the Registrant as of October 18, 1996, computed by reference
to the closing price on the American Stock Exchange on such date, was
$11,543,565.

The number of outstanding shares of the Registrant's common stock as
of October 18, 1996 was 622,738.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents (or portions thereof) have been incorporated
by reference in this Annual Report on Form 10-K: the Proxy Statement for the
1996 Annual Meeting of Shareholders (Part III) and the 1996 Annual Report to
Shareholders (Part II).

PART I
------

Item 1. Business
- - ------- --------

Howell Industries, Inc., a Michigan corporation (the "Company"),
organized on July 9, 1934, is engaged in one industry segment, the original
manufacture of structural components for the automotive industry.

Products.

The Company's principal products are steel automotive and truck
structural supports and other stampings and assemblies. The products
manufactured by the Company and the sales and profitability of individual
products vary from year to year in accordance with the requirements of vehicle
manufacturing demand. For the fiscal years ended July 31, 1994, July 31, 1995
and July 31, 1996, structural components accounted for 97%, 99% and 100%,
respectively, of the Company's total sales.

Year ended
Form 10-K HOWELL INDUSTRIES, INC. July 31, 1996

The Company manufactures underbody structural parts and miscellaneous
steel stampings in its Masury, Ohio and Lapeer, Michigan plants. These
products are used primarily in light duty trucks and also in automobiles.

Suspension control arms are also manufactured in the Masury, Ohio
plant and are used primarily in light duty trucks and automobiles. Suspension
control arms consist of metal stampings assembled with bushings and ball
joints, which provide support between the vehicle frame and axle.

The Company's sales are usually made pursuant to purchase orders and
releases which are subject to cancellation and change by the customers. The
amount of such sales is thus largely dependent upon the volume of production
of the Company's customers.

Customers and Methods of Distribution. For the fiscal year ended July 31,
1996, sales to Chrysler Corporation and Ford Motor Company amounted to
approximately 57% and 41% of total sales, respectively. The Company ships
primarily by commercial carrier to its customers.

Competition. The metal stamping industry is highly competitive. There are
numerous suppliers of the same steel products and some of these competitors
have financial resources greater than those of the Company. In addition, some
automobile and truck manufacturers produce a portion of their own requirements
of the products manufactured by the Company. The Company does not produce a
significant portion of the metal stampings and assemblies used by automobile
and truck manufacturers.

Raw Materials. The Company's primary raw material in the manufacture of
structural components is steel. Although steel is available in an adequate
supply, a significant increase in the price of this raw material could affect
operating results adversely. The Company also uses rubber and miscellaneous
other supplies, which are readily available in an adequate supply.

Employees. The Company employs about 500 persons, of whom about 408 are
factory production employees and about 92 are in office, executive,
supervisory or administrative positions. All factory employees are covered by
union contracts.

Year ended
Form 10-K HOWELL INDUSTRIES, INC. July 31, 1996

Item 2. Properties
- - ------- ----------

The following is a brief description of the plant and properties owned
and leased by the Company.

Southfield, Michigan - The Company leases its executive and
administrative office facilities located at 17515 West Nine Mile Road, Suite
650, Southfield, Michigan. These offices contain approximately 8,092 square
feet of floor space in a modern office building. The lease is at an annual
rental of $99,480 and terminates on December 31, 1996.

Masury, Ohio - The Company owns a plant in Masury, Ohio located on
approximately 6.5 acres. The plant consists of approximately 150,000 square
feet of floor space, all constructed since 1965. The plant is used for the
manufacture of underbody plate parts, suspension control arms and other
structural supports. The approximate average percentage utilization on a three
shift basis during the fiscal year was 80%. The Company leases an additional
44,000 square feet of manufacturing space at an annual rental of $78,000 and
the lease terminates on March 14, 1997. The approximate average percentage
utilization for this additional space on a one shift basis during the fiscal
year was 90%.

Lapeer, Michigan - The Company owns a plant in Lapeer, Michigan
located on approximately 10 acres of land in two parcels. The plant is used
for the manufacture of miscellaneous steel stampings and has approximately
85,000 square feet of floor space. The approximate average percentage
utilization on a one shift basis during the fiscal year was 70%.

Warren, Michigan - The Company leases a facility at 3161 E. Nine Mile
Road, Warren, Michigan. The facility is used primarily in connection with the
Company's manufacture and repair of dies for automobile parts. The facility
consists of approximately 4,250 square feet. The annual rental is $36,000.

All real and personal property of the Company is deemed by the Company
to be in satisfactory condition for the operation of its business.

Item 3. Legal Proceedings
- - ------- -----------------

In June, 1994, Wilkie Brothers Conveyors, Inc. filed a civil action
against the Company in the Michigan Circuit Court for the County of St. Clair
(No. 94-001603) to recover past and future response costs and for declaratory
relief in connection with alleged environmental contamination at a plant
formerly owned by the Company in Marysville, Michigan. The

Year ended
Form 10-K HOWELL INDUSTRIES, INC. July 31, 1996

Company sold the plant to the plaintiff in 1984. In September, 1995, the City
of Marysville filed a civil action against the Company and Wilkie Brothers
Conveyors, Inc. in the Michigan Circuit Court for the County of St. Clair (No.
95-002693) to require the Company and Wilkie Brothers to take certain clean-up
and remediation actions in connection with the contamination at the plant. In
1996, the Company agreed to pay $575,000 in settlement of the litigation
relating to this facility, subject to government approvals.

The Company is also involved in various ordinary routine litigation
incidental to its business, which in the opinion of management is not deemed
to be material.

Item 4. Submission of Matters to
- - ------ a Vote of Security Holders
--------------------------

None.

PART II
-------

Item 5. Market For The Registrant's Common
- - ------- Stock and Related Security Matters
----------------------------------
Incorporated by reference pursuant to Rule 12b-23 from "Common Stock
Prices," page 2 of the Registrant's 1996 Annual Report to Shareholders, which
section is hereby incorporated into this Form 10-K.

Item 6. Selected Financial Data
- - ------- -----------------------

Incorporated by reference pursuant to Rule 12b-23 from "Selected
Financial Data," page 14 of the Registrant's 1996 Annual Report to
Shareholders, which section is hereby incorporated into this Form 10-K.

Year ended
Form 10-K HOWELL INDUSTRIES, INC. July 31, 1996

Item 7. Management's Discussion and Analysis of
- - ------- Financial Condition and Results of Operations
---------------------------------------------

Incorporated by reference pursuant to Rule 12b-23 from "Management's
Discussion and Analysis of Financial Condition and Results of Operations,"
page 15 of the Registrant's 1996 Annual Report to Shareholders, which section
is hereby incorporated into this Form 10-K.

Item 8. Financial Statements and Supplementary Data
- - ------- -------------------------------------------

Partially incorporated by reference pursuant to Rule 12b-23 from pages
4-13 and page 14 of the Registrant's 1996 Annual Report to Shareholders, which
pages are hereby incorporated into this Form 10-K. The Independent Auditor's
signed report appears on page 13 of the Annual Report attached to originally
executed copies of this Form 10-K.

Item 9. Changes in and Disagreements with
- - ------- Accountants on Accounting and Financial Disclosure
--------------------------------------------------

Not applicable.

PART III
--------

Item 10. Directors and Executive
- - -------- Officers of the Registrant
--------------------------

Partially incorporated by reference pursuant to Rule 12b-23 from pages
2-3 of the Registrant's 1996 Proxy Statement furnished in connection with the
1996 Annual Meeting of Shareholders. All officers serve at the discretion of
the Board of Directors.

NAME AGE POSITION
---- --- --------

Morton I. Schiff 62 President, Chief Executive Officer and Treasurer

Ronald Sakuta (1) 60 Former Vice President and Chief Operating Officer

Year ended
Form 10-K HOWELL INDUSTRIES, INC. July 31, 1996

NAME AGE POSITION
---- --- --------

Mark Duddles (2) 44 Vice President, Manufacturing

Dean McLeod (3) 43 Vice President, Sales

(1) Mr. Sakuta resigned from his employment with the Company
effective March 1, 1996.

(2) Mr. Duddles has served as Vice President, Manufacturing since
March, 1996. From 1992 to March, 1996, Mr. Duddles served as
Corporate Quality Director. Between 1991 and 1992, Mr. Duddles
served as Plant Manager of the Company's Lapeer, Michigan
plant. Mr. Duddles began his employment with the Company in
1989 as Quality Manager.

(3) Mr. McLeod has served as Vice President, Sales since March,
1996. Mr. McLeod began his employment with the Company in May,
1989 as Ford Account Manager. In 1991, he became Sales Manager,
while retaining his position as Ford Account Manager, until his
most recent promotion in March, 1996.

Additional information concerning the Company's executive officers is
incorporated by reference from pages 3-5 of the Registrant's 1996 Proxy
Statement furnished in connection with the 1996 Annual Meeting of
Shareholders.

Item 11. Executive Compensation
- - -------- ----------------------

Incorporated by reference pursuant to Rule 12b-23 from pages 3-5 of
the Registrant's 1996 Proxy Statement furnished in connection with the 1996
Annual Meeting of Shareholders.

Item 12. Security Ownership of Certain
- - -------- Beneficial Owners and Management
--------------------------------

Incorporated by reference pursuant to Rule 12b-23 from pages 1-2 of the
Registrant's 1996 Proxy Statement furnished in connection with the
Registrant's 1996 Annual Meeting of Shareholders.

Year ended
Form 10-K HOWELL INDUSTRIES, INC. July 31, 1996

Item 13. Certain Relationships and Related Transactions
- - -------- ----------------------------------------------

Incorporated by reference pursuant to Rule 12b-23 from page 7 of the
Registrant's 1996 Proxy Statement furnished in connection with the
Registrant's 1996 Annual Meeting of Shareholders.

PART IV
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Item 14. Exhibits, Financial Statement Schedules,
- - -------- and Reports on Form 8-K
----------------------------------------

14(a)(1) Financial Statements

All financial statements are incorporated by reference from the
Registrant's Annual Report to Shareholders.

Independent Auditors' Report of Deloitte & Touche LLP
Balance Sheets as of July 31, 1996 and July 31, 1995
Statements of Operations for the years ended July 31, 1996,
July 31, 1995 and July 31, 1994
Statements of Cash Flows for the years ended July 31, 1996,
July 31, 1995 and July 31, 1994
Statements of Shareholders' Investment for the years ended
July 31, 1996, July 31, 1995 and July 31, 1994
Notes to Financial Statements for the years ended July 31,
1996, July 31, 1995 and July 31, 1994

14(a)(2) Financial Statement Schedules

Schedules are omitted because of the absence of the conditions
under which they are required or because the information called
for is included in financial statements or notes thereto.

Year ended
Form 10-K HOWELL INDUSTRIES, INC. July 31, 1996

14(a)(3) Exhibits

Each management contract or compensatory plan or arrangement
filed as an exhibit to this Report is identified in the
following list with an asterisk before the exhibit number.

(3)(a) Restated Articles of Incorporation, as amended to
date, incorporated by reference from Exhibit (3)(a)
of the Registrant's Annual Report on Form 10-K for
the year ended July 31, 1995.

(3)(b) By-laws, as amended to date, incorporated by
reference from Exhibit (3)(b) of Registrant's Form
10-Q for the quarter ended April 30, 1993.

(10) Material contracts:

* (i) Executive Employment Agreement for Morton I.
Schiff, dated August 18, 1994, incorporated by
reference from Exhibit 10(i) to the Registrant's
Annual Report on Form 10-K for the year ended July
31, 1994.

* (ii) Executive Employment Agreement for Ronald
Sakuta, dated August 18, 1994, incorporated by
reference from Exhibit 10(ii) to the Registrant's
Annual Report on Form 10-K for the year ended July
31, 1994.

(iii) Indemnification Agreements for Alan E.
Schwartz and Richard H. Cummings, dated March 30,
1993, incorporated by reference from Exhibit
(10)(ii) to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended April 30, 1993.

* (iv) Indemnification Agreement for Morton I. Schiff,
dated July 19, 1993, incorporated by reference from
Exhibit 10(iii) to the Registrant's Annual Report on
Form 10-K for the year ended July 31, 1993.

(v) Stock Purchase Agreement, dated September 22,
1994, between NBD Bank, N.A., as Co-Trustee, and
Howell Industries, Inc., incorporated by reference
from Exhibit 10(v) to the Registrant's Annual Report
on Form 10-K for the year ended July 31, 1994.

Year ended
Form 10-K HOWELL INDUSTRIES, INC. July 31, 1996

* (vi) Howell Industries, Inc. Retirement Plan for
Non-Employee Directors, incorporated by reference
from Exhibit (10)(vi) to the Registrant's Annual
Report on Form 10-K for the year ended July 31,
1995.

(13) Annual report to Shareholders for the year ended July
31, 1996.

(27) Financial Data Schedule.

14(b) The Company did not file any reports on Form 8-K during the
last quarter of the fiscal year covered by this Report.

14(d)(5) Schedules
(Pages following the signature page of this Form 10-K)

Year ended
Form 10-K HOWELL INDUSTRIES, INC. July 31, 1996

SIGNATURES

Pursuant to the requirements of Section 13 of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, on October 29, 1996.

HOWELL INDUSTRIES, INC.
(Registrant)

By: /s/ Morton I. Schiff
----------------------------
Morton I. Schiff, President,
Chief Executive Officer
and Treasurer

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on October 29, 1996.

Signature Capacity
- - --------- --------

/s/ Morton I. Schiff President, Chief Executive Officer,
- - ------------------------- Treasurer and Director (principal
Morton I. Schiff executive, financial and accounting
officer)

/s/ Richard H. Cummings Director
- - -------------------------
Richard H. Cummings

/s/ Alan E. Schwartz Director
- - -------------------------
Alan E. Schwartz

Year ended
Form 10-K HOWELL INDUSTRIES, INC. July 31, 1996

INDEX TO EXHIBITS

Each management contract or compensatory plan or arrangement filed as an
exhibit to this Report is identified in the following list with an asterisk
before the exhibit number.

Exhibit No. Page
- - ----------- ----

(3)(a) Restated Articles of Incorporation, -
as amended to date, incorporated by reference.

(3)(b) By-laws, as amended to date, incorporated -
by reference.

(10) Material Contracts:

* (i) Executive Employment Agreement of -
Morton I. Schiff, dated August 18, 1994,
incorporated by reference.

* (ii) Executive Employment Agreement of Ronald
Sakuta, dated August 18, 1994, incorporated by
reference.

(iii) Indemnification Agreements for -
Alan E. Schwartz and Richard H.
Cummings, dated March 30, 1993, incorporated by
reference.

* (iv) Indemnification Agreement for -
Morton I. Schiff, dated July 19, 1993,
incorporated by reference.

(v) Stock Purchase Agreement, dated -
September 22, 1994, between NBD Bank, N.A.
as Co-Trustee, and Howell Industries, Inc.,
incorporated by reference.

* (vi) Howell Industries, Inc. Retirement Plan for -
Non-Employee Directors, incorporated by reference.

(13) Annual Report to Shareholders for the
year ended July 31, 1996.

(27) Financial Data Schedule.