UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

X    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934
                  For the fiscal year ended December 31, 2001.
                                       OR
__   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

         For the transition period from _____________ to ______________.

                        COMMISSION FILE NUMBER 001-10651

                            MAVERICK TUBE CORPORATION
                            16401 Swingley Ridge Road
                                  Seventh Floor
                          Chesterfield, Missouri 63017
                                 (636) 733-1600

           DELAWARE                                     43-1455766
--------------------------------------------------------------------------------
(State or other  jurisdiction               (I.R.S. Employer Identification No.)
 of incorporation or organization)

Securities registered pursuant to Section 12(b) of the Act:  Common Stock, Par
Value $.01 Per Share Preferred Stock Purchase Rights

Securities registered pursuant to Section 12(g) of the Act:  None

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 for such shorter  period that the  Registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. Yes XX No

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  the  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)

As of March 4, 2002, there were 32,812,036  shares of Registrant's  common stock
(including  3,734,965  shares of  exchangeable  shares)  were  outstanding.  The
approximate  market  value  of  voting  stock  held  by  non-affiliates  of  the
Registrant  (including  exchangeable  shares) was  $464,218,063  (based upon the
closing price for shares of the Registrant's common stock as reported on the New
York Stock Exchange on that date).

                       DOCUMENTS INCORPORATED BY REFERENCE

(1) Portions of the Registrant's  Annual Report to Shareholders for its calendar
year ended December 31, 2001 are  incorporated by reference into Part I, Part II
and Part IV of this Annual Report on Form 10-K where indicated.

(2) Portions of the  Registrant's  Proxy Statement  relating to the Registrant's
2002 Annual Meeting of Shareholders, to be held on May 2, 2002, are incorporated
by reference into Part III of this Form 10-K where indicated.


                                       1
<PAGE>
                            MAVERICK TUBE CORPORATION

                                      INDEX

                                     PART I.

Item 1.       Business
               General
               Risk Factors
               The Products We Produce
               Our Business Strategy
               The Energy Pipe Industry
               Industrial Industry
               Discontinued Operations
               Raw Materials
               Employees
Item 2.       Properties
Item 3.       Legal Proceedings
Item 4.       Submission of Matters to a Vote of Security Holders
Item 4A.      Executive Officers of the Registrant

                                    PART II.

Item 5.       Market for Registrant's Common Equity and Related Stockholder
               Matters
Item 6.       Selected Financial Data
Item 7.       Management's Discussion and Analysis of Financial Condition and
               Results of Operations
Item 7A.      Quantitative and Qualitative Disclosure About Market Risk
Item 8.       Financial Statements and Supplementary Data
Item 9.       Changes in and Disagreements with Accountants on Accounting and
               Financial Disclosure

                                    PART III.

Item 10.      Directors and Executive Officers of the Registrant
Item 11.      Executive Compensation
Item 12.      Security Ownership of Certain Beneficial Owners and Management
Item 13.      Certain Relationships and Related Transactions

                                    PART IV.

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

Signatures

Exhibit Index


                                       2
<PAGE>
                                     PART I

ITEM 1  Business

GENERAL

We make forward-looking statements in this Form 10-K and in our public documents
that are incorporated by reference,  which represent our expectations or beliefs
about future events and financial performance. You can identify these statements
by  forward-looking  words such as "expect,"  "believe,"  "anticipate,"  "goal,"
"plan," "intend,"  "estimate,"  "may," "will" or similar words.  Forward-looking
statements   are  subject  to  known  and  unknown  risks,   uncertainties   and
assumptions.

As  used  herein,   Maverick  Tube  Corporation  and  its  direct  and  indirect
wholly-owned subsidiaries are collectively referred to as the "Company," whereas
"Maverick"  is the Company  exclusive of its  subsidiary  Prudential  Steel Ltd.
("Prudential")  and its  direct  and  indirect  subsidiaries.  Also,  unless the
context  otherwise  requires,  the  terms  "we,"  "us" and  "our"  refers to the
Company.

We are a leading  North  American  producer of tubular  steel  products  used in
energy and  industrial  applications.  Maverick is the  largest  producer of oil
country tubular goods (OCTG) and line pipe products for use in newly drilled oil
and gas wells and for  transporting  oil and natural  gas.  These  products  are
primarily sold to distributors in the United States and Canada. Maverick will be
expanding  into coiled tubing  products with its  acquisition  of Precision Tube
Technology,  Inc.  Coiled  tubing  products are  primarily  used in  maintaining
existing  wells but are also used in completing  new wells.  These  products are
sold to service companies  throughout North America and  internationally.  OCTG,
line pipe and coiled  tubing will  comprise  our energy  product  line.  We also
manufacture  structural tubing (hollow structural  sections,  or HSS),  standard
pipe and pipe piling.  These products are sold to service  centers,  fabricators
and end-users and comprise our industrial  product line.  During  calendar 2001,
energy products accounted for approximately 85% of our total revenues.

We were incorporated in Missouri in 1977 and reincorporated in Delaware in 1987.
Our  principal  executive  offices  are  located at 16401  Swingley  Ridge Road,
Seventh  Floor,  Chesterfield,  Missouri  63017  and our  phone  number is (636)
733-1600.

RISK FACTORS

You should carefully  consider the following risk factors and other  information
contained or incorporated  by reference in this annual report before  purchasing
shares of our common stock.  Investing in our common stock involves risk. If any
of the events  described in the following risk factors  occur,  our business and
financial condition could be seriously harmed. In addition, the trading price of
our common stock could decline due to the occurrence of any of such events,  and
you may lose all or part of your investment.

Fluctuations in oil and natural gas prices could adversely  affect us because we
sell a significant portion of our products to the energy industry.
--------------------------------------------------------------------------------

Our principal products consist of oil country tubular goods and line pipe. Sales
of these products to the energy industry  constitute the most significant source
of our revenue. In fact, revenues from the sale of oil country tubular goods and
line pipe to the energy industry  accounted for approximately 85% and 80% of our
revenues for the years ended  December 31, 2001 and 2000,  respectively.  Demand
for these  products  depends  primarily  upon the number of oil and  natural gas
wells being  drilled,  completed and worked over in the United States and Canada
and the  depth  and  drilling  conditions  of these  wells.  The  level of these
activities is primarily dependent on current and anticipated oil and natural gas
prices.  Many  factors,  such as the supply and demand for oil and natural  gas,
general economic  conditions and global weather patterns affect these prices. As
a result,  future  levels  and  volatility  of oil and  natural  gas  prices are
uncertain.


                                        3
<page>
The level of imports of oil  country  tubular  goods into the United  States and
Canadian  markets,  which has been  reduced by trade  relief now in place,  will
impact demand and pricing for our products.
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The  level  of  imports  of  oil  country   tubular  goods,   which  has  varied
significantly  over time,  affects the United  States and  Canadian  oil country
tubular goods markets. High levels of imports reduce the volume sold by domestic
producers  and tend to  suppress  selling  prices,  both of which  would have an
adverse  impact on our  business.  We believe  that United  States and  Canadian
import levels are affected by, among other things:

o   United States, Canadian and overall world demand for oil country tubular
    goods;

o   the trade practices of and government subsidies to foreign producers and

o   the presence or absence of antidumping and countervailing duty orders.

Antidumping and countervailing  duty orders require special duties to be imposed
in amounts  designed  to offset  unfair  pricing and  government  subsidization,
respectively.  In  the  United  States,  once  an  order  is in  place,  foreign
producers,  importers,  domestic  producers  and other  parties  may  request an
"administrative  review"  on a yearly  basis to  determine  the duty rates to be
applied to imports during  subsequent  years,  as well as the duty deposit rates
for future  imports from the  companies  covered by the review.  In addition,  a
company  that did not ship to the  United  States  during  the  original  period
examined by the United States  government may request a "new shipper  review" to
obtain its own duty rate on an expedited basis.

United States  antidumping  and  countervailing  duty orders may be revoked as a
result of periodic  "sunset  reviews."  An  individual  importer may also obtain
revocation application only to itself under certain circumstances. In June 2001,
the United States  government  completed  sunset reviews of the orders  covering
Argentina,  Italy,  Japan,  Korea and  Mexico  and kept  those  orders in place.
However,  those orders remain subject to future periodic sunset reviews.  If the
orders  covering  imports from  Argentina,  Italy,  Japan,  Korea and Mexico are
revoked  in full or in part or the duty  rates  lowered,  we could be exposed to
increased  competition from imports that could have a material adverse effect on
our United States business.

Since 1986,  imports of certain oil country  tubular  goods into Canada from the
United States, Korea, Japan and Germany have been restricted by the existence of
antidumping and countervailing  duty orders.  Following a sunset review process,
the orders,  to the extent applicable to imports of carbon grade casing from the
United  States and Korea into  Canada,  expired in June 2001.  As a result,  the
requirement  that an importer  obtain "normal values" for these products was not
continued.  The  expiration  of this  ruling is  expected  to result in downward
pressure on the selling price of these products in Canada.

The  volatility  and cyclical  nature of steel prices may  adversely  affect our
business.
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Purchased steel currently  represents  slightly more than two-thirds of our cost
of goods sold. As a result,  the steel  industry,  which is highly  volatile and
cyclical  in nature,  affects  our  business  both  positively  and  negatively.
Numerous factors, most of which are beyond our control,  drive the cycles of the
steel industry and influence steel prices. Some of these factors are:

o   general economic conditions; o industry capacity utilization;

o   import duties and other trade restrictions and

o   currency exchange rates.

Changes in steel  prices can affect the pricing and gross  margin  levels of our
products.  With respect to industrial products, we intend to seek to recover any
increase in steel costs by  attempting  to increase  the price of our  products.
However,  increases in the prices of our products often do not fully  compensate
for


                                       4
<page>
steel price increases and generally lag several months behind increases in steel
prices.  Prices of energy  products  move in  conjunction  with demand for those
products and are not necessarily  related to changes in steel costs.  This could
result in an inability to recover steel cost increases on those products  during
poor energy market conditions. Consequently, we typically have a limited ability
to recover increases in steel costs.

In November 2001, the  International  Trade Commission (ITC)  recommended to the
President  of the United  States that a Section 201 case for steel and all steel
products, with the exception of oil country tubular goods products, be supported
with a wide scale  program of quotas and  duties.  The  President's  remedy plan
released on March 5, 2002,  provides a three year  program of quotas and tariffs
covering a wide range of imported steel  products.  Of specific  interest to the
Company's  business,  imported flat rolled  products  including hot rolled steel
coils are  subject  to a 30% tariff in year one, a 24% tariff in year two and an
18% tariff in year  three.  This plan will  likely  result in an increase in the
cost of foreign  imported hot rolled steel and steel  products.  This,  in turn,
could  significantly  increase the cost of our purchased  steel. We have already
experienced  some steel price increases that we believe were caused by the ITC's
recommendation.  For example,  our major  supplier of steel  increased our steel
prices by $20 per ton in  January  2002 and  plans to  implement  another  price
increase in April 2002. The plan would not affect imports of oil country tubular
goods. Accordingly,  we would expect additional competition from foreign imports
of oil country  tubular goods products in the United States.  We,  together with
other domestic oil country tubular goods  providers,  are presently  considering
pursuing  similar  relief for oil  country  tubular  goods.  We cannot  give any
assurance that we will be successful in obtaining such relief. Moreover, even if
we can obtain significant relief from foreign import  competition,  we would not
expect significant benefits from any relief for approximately nine months to one
year from the time we initially file a case with the ITC.

Industry inventory levels affect our sales and net income.
--------------------------------------------------------------------------------

Industry  inventory  levels of our products,  particularly  oil country  tubular
goods, can change  significantly from period to period. These changes can have a
direct  adverse effect on the demand for new production of energy and industrial
products when customers  draw from inventory  rather than purchase new products.
We believe  currently that  industry-wide oil country tubular goods inventory is
moderately  above  normal  levels in relation to current  demand.  Additionally,
months of supply of inventory,  which defines the level of inventory in terms of
monthly  consumption,  also appears to be moderately  above  historical  levels.
Material  increases in months of supply of inventory can have an adverse  impact
on us.

We may have  difficulty  integrating  acquired  businesses and may be exposed to
certain operational risks.
--------------------------------------------------------------------------------

We have agreed to purchase all of the capital  stock of  Precision  Tube Holding
Corporation with the expectation that the stock purchase would result in certain
benefits,  including  entering  into the coiled pipe market and  increasing  our
operational   efficiencies.   Achieving   the  benefits  of  this   contemplated
acquisition and future acquisitions will depend upon the successful  integration
of the acquired  businesses into our existing  operations.  We cannot assure you
that we will be successful in integrating  the businesses of Precision or of any
other  business  acquired by us in the future into our current  businesses.  The
integration  risks  associated  with  these  acquisitions  include,  but are not
limited to:

o   integrating the operations of newly acquired companies requires a
    substantial amount of our management's attention;

o   difficulties associated in assimilating the technology, including billing
    and customer information systems and

o   any significant loss of key personnel of Precision or of any future acquired
    business could lead to disruption in the integration of the acquired
    business.


                                       5
<page>
We cannot  assure you that we will be able to  successfully  overcome  the risks
associated  with our  integration  efforts with respect to Precision  and future
acquisitions.  There  is a risk  that  the  costs of  integration  could  have a
material adverse effect on our operating results.

We  regularly  evaluate  potential  acquisition  opportunities  to  support  and
strengthen  our  business.  We  cannot  be sure  that we will be able to  locate
suitable  acquisition  candidates,  acquire  candidates on  acceptable  terms or
integrate acquired businesses  successfully.  Future acquisitions may require us
to incur  additional debt and contingent  liabilities,  which may materially and
adversely affect our business, operating results and financial condition.

We have limited information  concerning Precision and it may have liabilities or
obligations that are not reflected in its historical financial statements.
--------------------------------------------------------------------------------

In connection  with our proposed  acquisition  of Precision,  we conducted a due
diligence review of information available to us regarding its business; however,
we have been  unable to perform a  complete  review of the past  activities  and
financial performance of this company. Prior to our acquisition of the business,
Precision  may have incurred  contractual,  financial or other  obligations  and
liabilities  that  may  impact  us in the  future  and  that  are not  currently
reflected in its historical financial statements or otherwise known to us. While
we have  received  limited  warranties  with  respect to these  obligations  and
liabilities  from  certain  of  Precision's  selling   stockholders,   any  such
obligation or liability  could have a material  adverse  effect on our business,
financial condition and results of operations.

The operations of the end-users of our products  expose us to potential  product
liability claims.
--------------------------------------------------------------------------------

Drilling for, and the  transmission of, oil and natural gas involve a variety of
risks,  including  risks relating to well  failures,  line pipe leaks and fires.
Actual or  claimed  defects  in  products,  including  our pipes and  structural
tubing, could give rise to claims, liabilities,  costs and expenses, relating to
loss of  life,  personal  injury,  property  damage,  damage  to  equipment  and
facilities,   pollution,  inefficient  heat  recovery,  loss  of  production  or
suspension of  operations.  We maintain  insurance  coverage  against  potential
product liability claims in amounts that we believe to be adequate.  However, in
the  future we may incur  product  liability  claims in excess of our  insurance
coverage,  or that is  subject to  substantial  deductibles  or incur  uninsured
product  liability  costs.  These  liabilities  and costs  could have a material
adverse effect on our business,  results of operations and financial  condition.
Moreover,  any claims made under our policies  likely will cause our premiums to
increase,  and we may not be able to maintain adequate insurance coverage levels
in the future.


Cold drawn tubular business discontinued operation.
--------------------------------------------------------------------------------

During the first quarter of 2001, we adopted a formal plan to sell the operating
assets of our cold drawn  tubular,  also known as DOM,  business.  The operating
results of this DOM business,  including the provisions for loss on disposal and
operating  losses,  are  estimated to be $11.2  million  (after  tax).  The most
significant  accounting  estimate in this amount is the realizable  value of the
machinery  and  equipment.  We are  proceeding  with  negotiations  to sell  the
facility, and we ultimately plan to sell or liquidate this business in the first
quarter of 2002.  The final  proceeds  will be  determined by either the sale or
liquidation.


The  closure  of  our  Longview   facility  may  generate  greater  losses  than
anticipated.
--------------------------------------------------------------------------------

As previously announced,  we decided to close our Longview,  Washington facility
and move most of that  facility's  production  equipment  to one of our existing
buildings in Hickman, Arkansas. We estimate a cost of approximately $8.1 million
in connection  with this facility  closure,  which includes a provision to write
down  certain  property by $6.8  million  based on an  appraisal of its recovery
value of $6.0 million.  We cannot give any  assurance  that we will find a buyer
for the  property at the $6.0  million  appraised  value.


                                       6
<page>
Our plan assumes that these  proceeds,  along with  significant  working capital
reductions,  will fund  additional  capital  expenditures  and other  cash costs
necessary  to  relocate  the  equipment  to our  existing  facility  in Hickman,
Arkansas.  We also may  face  unanticipated  expenditures  that  may  reduce  or
eliminate our projected annual savings of $3.0 million to $5.0 million.


Our plans for the new large diameter facility may not be successful.
--------------------------------------------------------------------------------

An important part of our growth  strategy is and will continue to be our ability
to successfully  expand our current  product lines,  offer new product lines and
enter new markets. We are devoting  significant  resources to this strategy.  To
this end,  we  recently  completed  the  construction  of a new  large  diameter
facility to produce  products with larger  diameters than we manufactured in the
past. Operating the new facility may expose us to risks including:

o   intense competition in the larger diameter product lines and

o   potential unforeseen or higher than expected costs and operating
    difficulties.

Any of these  risks  could  adversely  affect or prevent  the success of the new
facility.


We depend on a few suppliers for a significant  portion of our steel, and a loss
of one or more  significant  suppliers  could  affect our ability to produce our
products.
--------------------------------------------------------------------------------

In calendar year 2001, we purchased in excess of 93% of our steel for our United
States operations from four suppliers, and in excess of 94% of the steel for our
Canadian  operations  from  two  Canadian  suppliers.  The  loss of any of these
suppliers or  interruption  of production at one or more of the suppliers  could
have a material adverse effect on our business,  financial condition and results
of operations.


We depend on a few  distributors  for a significant  portion of our net sales of
oil country tubular goods,  and a loss of one or more  significant  distributors
could affect our ability to sell our products.
--------------------------------------------------------------------------------

In 2001, our distributors, McJunkin Appalachian Oilfield Supply Company and
Sooner Pipe & Supply Corp. accounted for approximately 20% of our United States
net sales, and four other distributors accounted for approximately 53% of our
Canadian revenues. Many of these distributors are not bound to us by exclusive
distribution contracts and may offer products and services that compete with our
products and services. The loss of any of these distributors could have a
material adverse effect on our business, financial condition or results of
operations.

Covenant  restrictions in our senior revolving credit facilities could limit our
ability to operate our business.
--------------------------------------------------------------------------------

We currently  have two revolving  credit  facilities  consisting of a short-term
facility with a Canadian  financial  institution and a long-term facility with a
group of United States financial institutions. The short-term facility, which is
subject to certain  restrictions  related to working capital, is unsecured,  and
the  long-term  facility  is secured by  accounts  receivable,  inventories  and
certain  equipment.   The  long-term  facility  includes  restrictive  covenants
relating to levels of funded debt and other financial measurements.

In connection  with our proposed  acquisition  of Precision,  we have obtained a
commitment  from a banking  institution  for a new senior  credit  facility that
would  provide  us with a $150.0  million  revolving  line of  credit.  This new
facility  would replace the existing  short-term  and long-term  facilities  and
would expire in


                                       7
<page>
March 2006.  The new senior  credit  facility  would be secured by all  accounts
receivable,  inventories,  and equipment  and real estate.  Under the new senior
credit  facility,  we can  borrow  amounts  based on a  percentage  of  eligible
accounts receivable,  eligible inventory and property,  plant and equipment. The
new  senior  credit  facility  will  include a fixed  charge  coverage  ratio if
availability  falls below $30.0 million,  and a capital  spending limit of $25.0
million  annually.  Similar to our  current  credit  facilities,  the new senior
credit facility would limit our ability to incur additional debt, pay dividends,
create liens, sell assets or enter into transactions with affiliates without the
consent of the lenders.

All of these  covenants could affect our ability to operate our business and may
limit our ability to take advantage of potential business  opportunities as they
arise.  Moreover,  our failure to comply with the financial and other  covenants
could result in an event of default that, if not cured or waived,  would prevent
us from borrowing under our senior  revolving credit facility and could cause us
to be required to repay our borrowings  before their due date. If we were unable
to make this  repayment or otherwise  refinance  these  borrowings,  our lenders
could foreclose on our assets.


Our Canadian operations are subject to collective bargaining agreements.
--------------------------------------------------------------------------------

In January 2001, we renewed a collective  bargaining  agreement  with the United
Steelworkers of America,  Local Union 7226, covering approximately 450 employees
at our Calgary  facilities.  The new  agreement,  which  expires on December 31,
2003,  covers wages,  healthcare  benefits,  retirement  plans,  seniority,  job
classes and certain work rules.  While we believe our present labor relations to
be good, we cannot assure you that the collective  bargaining  agreement will be
renewed upon expiration or that a new collective  bargaining  agreement on terms
acceptable to us will be established.


Because of the  substantial  amount of business  we conduct in Canada,  exchange
rate fluctuations have a direct impact on our results of operations.
--------------------------------------------------------------------------------

Although  our  financial  results  are  reported  in United  States  dollars,  a
significant portion of our sales and operating costs are denominated in Canadian
dollars.  Consequently,  in consolidating  the financial results of our Canadian
operations  for  reporting  purposes,  we are exposed to cash flow and  earnings
volatility as a result of fluctuations in relative currency values.  Significant
fluctuations  may adversely affect our  consolidated  results of operations.  In
particular, our results of operations may be adversely affected by a significant
strengthening of the United States dollar against the Canadian dollar.


Our industry is characterized by intense competition.
--------------------------------------------------------------------------------

Our businesses are very  competitive and complete against a number of companies.
Some of our  competitors  are  larger  than us and have  greater  financial  and
marketing resources and business diversification.  These companies may be better
able than our company to successfully  endure  downturns in either the energy or
industrial sectors. The oil country tubular goods and structural product markets
are largely  commodity-based in nature and as a result,  price competition is of
particular importance.


Seasonal  fluctuations  that  affect our  customers  may  affect  demand for our
products.
--------------------------------------------------------------------------------

Our company, as well as the oil country tubular goods industry in general,  have
historically  experienced  seasonal  fluctuations  in demand for  products.  For
instance, weather conditions during the first half of the calendar year normally
make drilling  operations more difficult in the United States,  while the second
and third quarters are more difficult in Western Canada. Consequently,  drilling
activity  and  the  corresponding  demand  for  our oil  country  tubular  goods
generally will be lower at these times in these respective regions. We also will
experience seasonal fluctuations in demand for our industrial products. However,
the timing of these fluctuations may differ from fluctuations experienced in the
oil country tubular goods market.


                                       8
<page>
Compliance with and changes in environmental,  health and safety laws regulating
the operation of our business could adversely  affect our performance and expose
us to environmental claims.
--------------------------------------------------------------------------------

Our businesses are subject to numerous United States and Canadian local,  state,
provincial and federal laws and regulations concerning environmental, health and
safety matters, including those relating to air emissions, wastewater discharges
and the generation, handling, storage, transportation, treatment and disposal of
hazardous  wastes.   Violations  of  such  laws  and  regulations  can  lead  to
substantial fines and penalties.  Also, there are risks of substantial costs and
liabilities  relating to the  investigation  and  remediation of past or present
contamination,  at current as well as former  properties  utilized  by us and at
third-party disposal sites,  regardless of fault or the legality of the original
activities that led to such contamination.  Moreover, future developments,  such
as changes in laws and regulations, more stringent enforcement or interpretation
thereof,  and claims for  property  damage or personal  injury could cause us to
incur  substantial  losses  or  expenditures.  Although  we  believe  we  are in
substantial compliance with all applicable laws and regulations, there can be no
assurance that any such law,  regulation,  enforcement or private claim will not
have a  material  adverse  effect on our  business,  results of  operations  and
financial condition.


We are subject to interest rate risk to the extent we borrow  against our credit
facilities with variable interest rates.
--------------------------------------------------------------------------------

Interest on our current  short-term and long-term credit  facilities  accrues at
fluctuating  rates,  and interest  under our proposed new credit  facility  will
likewise  accrue at a  fluctuating  rate.  Rising  interest  rates  could have a
substantial  impact on our interest expense.  For example,  assuming the current
level of borrowings at variable rates and assuming a two percentage point change
in the  average  interest  rates under these  borrowings,  we estimate  that our
interest  expense for the year ended  December 31, 2001 would have  increased by
approximately $1.3 million.  Management may take actions that would mitigate our
exposure to interest rate risks;  however, due to the uncertainty of the actions
that we might take and their possible effects, we cannot give any assurance that
these actions would effectively mitigate our exposure to interest rate risk to a
material extent.

We have defined benefit  pensions  plans,  which could result in charges against
our earnings and claims against our assets.
--------------------------------------------------------------------------------

Our  Prudential  subsidiary  sponsors  two pension  plans and a  post-retirement
benefit plan for substantially all of its Canadian  employees and a supplemental
executive  retirement  plan.  At December 31, 2001,  certain of these plans were
underfunded   resulting   in  a  combined   underfunding   of  an  aggregate  of
approximately  $2.4  million.  Moreover,  if  these  plans  do  not  achieve  an
investment  return to the extent of the estimated  rate for a particular  fiscal
year,  such  deficiency  could result in a charge against  earnings for that and
subsequent years.


Provisions in our corporate  documents and Delaware law could delay or prevent a
change of control.
--------------------------------------------------------------------------------

The existence of some  provisions  in our  corporate  documents and Delaware law
could delay or prevent a change in control of the  Company,  even if that change
might be beneficial to our  stockholders.  Our certificate of incorporation  and
bylaws  contain  provisions  that  may make  acquiring  control  of the  Company
difficult,  including:

o   provisions limiting the rights to call special meetings of our stockholders;

o   provisions regulating the ability of our stockholders to bring matters for
     action at annual meetings of our  stockholders;

o   a provision prohibiting action by stockholders by written consent and


                                       9
<page>
o   the authorization to issue and set the terms of preferred stock by the
     Company's board of directors.

In addition,  we have adopted a stockholder rights plan that would cause extreme
dilution  to any  person or group who would  attempt  to  acquire a  significant
interest in the Company  without  advance  approval  of the  Company's  board of
directors. Moreover, Delaware law would impose restrictions on mergers and other
business  combinations  between  us  and  any  holder  of  15%  or  more  of our
outstanding common stock.


THE PRODUCTS WE PRODUCE

The following  table  summarizes  our current  manufacturing  facilities and the
products they produce:

   Facility                        Products                          Sizes (1)
   --------                        --------                          ---------

Hickman, Arkansas         Oil country tubular goods, line            11/2" - 16"
                          pipe, standard pipe, structural
                          shapes and rounds and piling

Conroe, Texas             Oil country tubular goods, line         41/2" - 9 5/8"
                          pipe, structural shapes and rounds
                          and piling

Calgary, Alberta          Oil country tubular goods, line        2 3/8" - 123/4"
                          pipe and structural shapes and rounds

Longview, Washington (2)  Oil country tubular goods, line        2 3/8" - 103/4"
                          pipe and structural shapes and rounds

(1)  Represents  outside  diameter  measurement.  Structural  tubing  can have a
     square, rectangular or round cross-section.

(2)  Scheduled to be closed during the first quarter of 2002.

For  information  with  regard to total  revenue,  operating  profit or loss and
identifiable  assets  attributable to each of the business segments,  see Note 1
and 11 to the Consolidated  Financial Statements on page 30 and 35 of our Annual
Report to  Stockholders  for the Year Ended  December  31,  2001  ("2001  Annual
Report"), portions of which are filed as Exhibit 13, hereto.

OUR BUSINESS STRATEGY

Identify And Enter New Markets
------------------------------

We continually seek and make acquisitions and capital  expenditures to enter new
markets as evidenced by our entry into the  structural  tube market in 1994, the
addition  of large  diameter  pipe and tubing to our product  lines,  our recent
combination with Prudential and our expected purchase of Precision. We intend to
seek  additional  opportunities  to expand our business to new markets  where we
believe we can compete effectively and profitably.

Increase Market Share By Expanding Our Existing Product Lines
-------------------------------------------------------------

We believe that the  expansion of both our energy and  industrial  product lines
will allow us to  increase  our market  share by  capitalizing  on our  existing
customer  relationships  to market  additional  products.  The  construction and
equipping  of the new large  diameter  facility  and the  expected  purchase  of
Precision are examples of this strategy.


                                       10
<page>
Continually Improve The Efficiency Of Our Manufacturing Process
---------------------------------------------------------------

We intend to continue to pursue our  objective of being a low-cost,  high-volume
producer of quality  steel  tubular  products by seeking  to:  maintain  product
manufacturing cost controls; maximize production yields from raw materials; make
capital expenditures designed to lower costs and improve quality;  minimize unit
production  costs through  effective  utilization of plant capacity and minimize
freight costs.

Deliver Quality Products And Service To Our Customers
-----------------------------------------------------

We believe  that we have  achieved an  excellent  reputation  with our  existing
customers.  We intend to continue to build long-term customer relationships with
new and existing customers by seeking to: offer broad-based product lines; focus
on product  availability;  deliver  competitively  priced  quality  products and
provide a high level of customer support before and after the sale.

THE ENERGY PIPE INDUSTRY

General
-------

Oil country  tubular goods  consist of drill pipe,  production  casing,  surface
casing  and  production  tubing.  Drill  pipe is used and may be reused to drill
wells.  Production  casing  forms  the  structural  wall in oil and gas wells to
provide support and prevent caving during  drilling  operations and is generally
not removed  after it has been  installed in a well.  Surface  casing is used to
protect  water-bearing  formations  during the  drilling  of a well.  Production
tubing is placed  within the casing and is used to convey oil and natural gas to
the surface and may be replaced during the life of a producing well.

The oil country  tubular goods market is affected by several  factors,  the most
significant  being the number of oil and natural gas wells  being  drilled.  The
level of drilling  activity is largely a function of current  prices for oil and
natural  gas and the  industry's  future  price  expectations.  The  prices  are
determined by various supply and demand  factors,  such as  consumption  levels,
current  inventory  levels,  weather,  import levels,  production  economics and
future expectations.  The following chart shows the price of oil and natural gas
since the fourth quarter of 1996:

                                                                     Alberta
                                                     U.S. Natural   Spot Price
                                      WTI Oil Price   Gas Price     Natural Gas
--------------------------------------------------------------------------------

4Q96..................................        $24.65         $2.88        $1.39
1Q97..................................        $23.46         $2.59        $1.69
2Q97..................................        $19.92         $2.04        $1.23
3Q97..................................        $19.73         $2.37        $1.14
4Q97..................................        $20.22         $2.80        $1.92
1Q98..................................        $16.08         $2.11        $1.13
2Q98..................................        $14.77         $2.18        $1.34
3Q98..................................        $14.13         $1.96        $1.29
4Q98..................................        $13.09         $1.87        $1.53
1Q99..................................        $13.09         $1.73        $1.50
2Q99..................................        $17.68         $2.14        $1.76
3Q99..................................        $21.59         $2.49        $2.02
4Q99..................................        $24.30         $2.45        $2.03
1Q00..................................        $28.88         $2.53        $2.13
2Q00..................................        $29.04         $3.53        $2.93
3Q00..................................        $30.62         $4.44        $4.24
4Q00..................................        $32.10         $6.21        $4.87
1Q01..................................        $29.06         $6.65        $7.13
2Q01..................................        $27.99         $4.32        $4.58
3Q01..................................        $26.96         $2.65        $2.53
4Q01..................................        $20.45         $2.40        $2.09


                                       11
<page>
The most commonly cited indicator of the level of drilling activity is the Baker
Hughes rig count which  represents the number of active oil and natural gas rigs
currently being operated. Since July 1987, the Baker Hughes U.S. rig count hit a
high in July 2001 of 1,293 rigs and a low in April 1999 of 496 rigs.  Since July
1987,  the Baker Hughes  Canadian  rig count hit a high in February  2001 of 579
rigs and a low in April 1992 of 32 rigs. The following  charts show the U.S. and
Canadian  rig count  since the  fourth  quarter  1996 and our  shipments  of oil
country tubular goods for the same period:

                                                     Quarterly
                                                    Maverick OCTG  Baker Hughes
                                                     Shipments      Rig Count
--------------------------------------------------------------------------------

4Q96................................................        72,186          846
1Q97................................................        68,248          856
2Q97................................................        76,231          936
3Q97................................................        90,766          992
4Q97................................................        87,312          997
1Q98................................................        63,290          965
2Q98................................................        47,420          862
3Q98................................................        44,124          794
4Q98................................................        36,971          688
1Q99................................................        25,970          550
2Q99................................................        41,947          524
3Q99................................................        60,346          649
4Q99................................................        84,978          775
1Q00................................................        75,784          770
2Q00................................................        80,816          842
3Q00................................................        88,411          981
4Q00................................................        79,877        1,076
1Q01................................................        91,289        1,139
2Q01................................................       107,921        1,237
3Q01................................................        99,931        1,241
4Q01................................................        70,459        1,008


                                                       Quarterly
                                                      Prudential   Baker Hughes
                                                    OCTG Shipments   Rig Count
--------------------------------------------------------------------------------

4Q96................................................        45,706          320
1Q97................................................        44,781          395
2Q97................................................        37,929          258
3Q97................................................        48,812          400
4Q97................................................        52,207          443
1Q98................................................        38,947          469
2Q98................................................        13,982          177
3Q98................................................        19,957          205
4Q98................................................        21,562          202
1Q99................................................        23,372          283
2Q99................................................        17,786          102
3Q99................................................        35,072          257
4Q99................................................        41,923          336
1Q00................................................        54,293          480
2Q00................................................        39,737          212
3Q00................................................        49,050          313
4Q00................................................        53,926          380
1Q01................................................        55,202          515
2Q01................................................        36,766          252
3Q01................................................        37,643          317
4Q01................................................        27,663          276


                                       12
<page>
The level of industry inventories maintained by manufacturers,  distributors and
end-users also affects the U.S. oil country tubular goods market. When customers
draw-down on inventory  rather than purchase new  products,  this has an adverse
effect on the demand  for new  production.  Conversely,  when  distributors  and
end-users  increase  inventory levels,  this has a positive effect on the demand
for new production.  Inventory levels do not materially affect the production of
oil  country  tubular  goods in Canada as  distributors  do not  generally  hold
significant amounts of inventory.

For calendar years 2001 and 1999,  declining industry inventory levels satisfied
0.5% and 13.6%,  respectively of the U.S. oil country tubular goods consumption.
For calendar year 2000,  increasing industry inventory levels added an estimated
18.9% to the U.S. oil country tubular goods demand for production.

Import  levels of foreign  oil country  tubular  goods into North  America  also
significantly  affect the North American oil country tubular goods market.  High
levels of imports reduce the volume sold by North American producers and tend to
suppress  selling  prices.  We believe  that North  American  import  levels are
affected by, among other things,  overall  world demand for oil country  tubular
goods, the trade practices of and government  subsidies to foreign producers and
the presence or absence of governmentally imposed trade restrictions in the U.S.
and Canada.  Since 1986, the level of imports of oil country  tubular goods from
Canada and Taiwan has been  reduced by the  existence  of duties  imposed by the
United States government (rescinded in June 2000). In addition,  since 1995, the
level of imports of oil country  tubular  goods from  Argentina,  Italy,  Japan,
Korea and Mexico has also been reduced by the existence of anti-dumping duties.

Antidumping and countervailing  duty orders require special duties to be imposed
in amounts  designed  to offset  unfair  pricing and  government  subsidization,
respectively.  In November 2001, the International Trade Commission  recommended
to the President that a Section 201 case for steel and all steel products,  with
the  exception  of OCTG,  be supported  with a wide scale  program of quotas and
duties.  The  President  announced  his remedy plan on March 5, 2002 which could
increase the cost of foreign imported hot rolled steel and steel products.  This
measure could increase the cost of our purchased  steel  significantly.  We have
already seen some  increases  which we feel are linked to the trade cases as our
major supplier of steel increased our steel prices by $20 in January 2002 and is
looking to implement  another  price  increase in April 2002.  This measure also
does not protect our OCTG pipe and could allow  additional  imports to come into
the U.S.  market.  The  industry is  considering  filing a dumping  case on OCTG
products in the first quarter of 2002.

Previously,  there existed a Canada  Customs and Revenue  Agency ruling  against
carbon  grade  casing  from the U.S.  and Korea into  Canada  which  required an
interested  importer to obtain "normal  values" for these  products.  In June of
2001, the Canadian ruling was expired and U.S. and Korean carbon grade casing is
no longer subject to import restrictions.  This expiration poses a threat to the
selling  price  in  Canada  and may  force  us to  compete  with  more  U.S.  or
internationally priced products.


                                       13
<page>
The following table  illustrates  certain factors related to industry-wide  U.S.
and  Canadian  drilling   activity,   oil  country  tubular  goods  consumption,
shipments, imports and inventories during the periods presented:

                                               Year Ended December 31,
                                           2001          2000          1999
                                      ------------------------------------------

U.S. Market Activity:
---------------------
Average rig count.....................         1,157           918          624

U.S. oil country tubular goods
 consumption (in thousands of tons):
U.S. producer shipments...............         1,962         1,853          901
Imports...............................           904           720          170
Inventory (increase)/decrease.........            15          (436)         202
Used pipe.............................            79           174          174
                                      ------------------------------------------
    Total U.S. Consumption............         2,960         2,311        1,447
                                      ==========================================

                                               Year Ended December 31,
                                           2001          2000          1999
                                      ------------------------------------------

Canadian Market Activity:
-------------------------
Average rig count.....................           341           344          244

Canadian oil country tubular goods
 consumption (in thousands of tons):
Canadian producer shipments...........           463           465          303
Imports...............................           222           273          160
Inventory (increase)/decrease.........            71            25           10
                                      ------------------------------------------
    Total Canadian consumption........           756           763          473
                                      ==========================================

The U.S.  rig  count in the table is based on weekly  rig count  reporting  from
Baker  Hughes,  Inc.  Imports are as reported by Duane Murphy and  Associates in
"The OCTG Situation  Report."  Inventory  (increase)/decrease  are our estimates
based  upon  independent  research  by Duane  Murphy and  Associates.  Used pipe
quantities are calculated by multiplying 8.3 recoverable  tubing and casing tons
by the number of abandoned oil and gas wells.  U.S.  consumption  of OCTG is our
estimate based on estimated per rig  consumption of OCTG multiplied by the Baker
Hughes rig count. U.S. producer shipments are our estimates  calculated based on
the components listed above.

The Canadian rig count in the table is based on weekly rig count  reporting from
Baker  Hughes,  Inc.  Imports are as reported by  Statistics  Canada.  Inventory
(increase)/decrease  are our  estimates  based upon data  reported by Statistics
Canada. Canadian producer shipments are reported by Statistics Canada Steel Pipe
and Tube Report.

Manufacturers  produce oil country  tubular  goods in numerous  sizes,  weights,
grades and end  finishes.  We believe  that most oil country  tubular  goods are
produced to American  Petroleum  Institute  and  Canadian  Standard  Association
specifications.  The grade of pipe used in a particular  application  depends on
technical requirements for strength,  corrosion resistance and other performance
qualities.  Oil country tubular goods are generally classified into groupings of
"carbon" and "alloy"  grades.  Carbon  grades of oil country  tubular goods have
yield strength levels of 75,000 pounds per square inch or less and are generally
used in oil and natural gas wells drilled to depths less than 8,000 feet.  Alloy
grades of oil country  tubular goods have yield strength levels of 75,000 pounds
per square  inch or more and are  generally  used in oil and  natural  gas wells
drilled to depths in excess of 8,000 feet, or for high temperature wells, highly
corrosive wells or critical applications.


                                       14
<page>
Carbon and alloy grades of oil country  tubular  goods are  available  from both
electric  resistance  welded and seamless pipe  producers.  Electric  resistance
welded pipe is produced by  processing  flat rolled  steel into strips which are
cold-formed, welded, heat-treated or seam-annealed and end-finished with threads
and  couplings.  Seamless  products  are  produced by  individually  heating and
piercing solid steel billets into pipe and then end-finishing such pipe into oil
country tubular goods in a manner similar to electric resistance welded pipe. We
believe that the seamless  manufacturing  process involves higher costs than the
welded  process and that, as a result,  seamless  products are generally  priced
higher than comparable welded products.

Based on published  industry  statistics,  electric  resistance welded products,
which did not have significant market  penetration prior to the mid-1970's,  now
account for  approximately  half of the tonnage of domestic oil country  tubular
goods consumed  annually.  We believe electric  resistance  welded products have
captured a  significant  majority of the carbon grade oil country  tubular goods
market, while seamless products retain a significant majority of the alloy grade
oil country  tubular  goods  market.  We also believe  that further  significant
market  penetration  of  welded  products  will  depend  upon  increased  market
acceptance  of welded  products and  technological  advances in the types of raw
materials and equipment utilized in the electric resistance welding process.

Line pipe products are used for surface production flow lines, gathering systems
and pipeline  transportation  and distribution  systems for oil, natural gas and
other fluids.  Line pipe is produced in both welded and seamless form. Line pipe
markets are dependent  not only on the factors  which  influence the oil country
tubular goods market, but also on the level of pipe line construction  activity,
line pipe  replacement  requirements,  new residential  construction and utility
purchasing programs.

Our Energy Products
-------------------

We manufacture oil country tubular goods used for production tubing,  production
casing and surface  casing,  and we also  manufacture  line pipe. We do not make
drill pipe. We produce all of our oil country  tubular goods and line pipe using
only the electric resistance welding process.

The following table shows our energy product shipments in tons, net sales and as
a percentage of overall net sales measured in dollars:

                                                    Energy Products
                                                    ---------------
                                                       Net Sales       % of
                                            Tons         (000's)     Net Sales
                                      ------------------------------------------

MAVERICK
Year ended December 31, 2001..........       415,741      $272,385         81.3%
Year ended December 31, 2000..........       341,610      $222,487         75.7%
Three months ended December 31, 1999..        89,450       $49,612         73.8%
Year ended September 30, 1999.........       184,958      $101,864         61.1%

PRUDENTIAL
Year ended December 31, 2001..........       264,489      $175,497         90.6%
Year ended December 31, 2000..........       325,092      $227,228         90.5%
Year ended December 31, 1999..........       188,089      $123,285         86.7%

Prudential provides tolling services which is the conversion of steel to tubular
products owned by our competitors.  While tolling only comprised a small portion
of our business, it provides additional tons which optimizes mill operations and
improves  fixed cost  absorption.  Prudential  tolling  tons for the years ended
December 31, 2001,  2000 and 1999 were 23,919,  26,444 and 9,626,  respectively.
Net sales  associated  with tolling tons for the years ended  December 31, 2001,
2000 and 1999 were $5,591,000, $4,433,000 and $1,403,000, respectively.

Our energy  products meet or exceed the applicable  standards as required by the
American Petroleum  Institute and Canadian Standards  Association.  In addition,
similar to other  producers,  we manufacture oil


                                       15
<page>
country  tubular goods in custom or proprietary  grades.  We design and engineer
our custom  and  proprietary  oil  country  tubular  goods to be used in similar
applications as products meeting or exceeding American  Petroleum  Institute and
Canadian Standards  Association  standards and to provide  performance  features
comparable  to  products  meeting  those  standards.  We  warrant  our  American
Petroleum  Institute and Canadian Standards  Association casing and tubing to be
free of defects in material or  workmanship  in accordance  with the  applicable
specifications.  In addition,  we warrant our  proprietary  grade products to be
free of defects in accordance with our published standards. We have not incurred
significant costs in connection with these warranties.

We manufacture  finished goods in both carbon and alloy steel grades.  Virtually
all of our products are fully completed or "end-finished" at our facilities.  In
contrast,  some of our competitors outsource the end-finishing of their products
thus  adding to their  freight and  handling  costs or do not  end-finish  their
products at all. The end-finish  process  includes,  as appropriate,  upsetting,
beveling,  threading,  pressure  testing and the  application of couplings.  Our
fully  finished  oil country  tubular  goods are ready to be installed in oil or
natural gas wells. By end-finishing our products,  we are better able to control
quality,  cost and service to  customers.  Three of our U.S.  energy  facilities
provide heat-treatment  capabilities necessary for the production of alloy grade
pipe. Our alloy grade tubing and casing products  accounted for 16%, 16% and 14%
of the tons of  energy  products  sold  calendar  2001,  2000 and  fiscal  1999,
respectively.  Carbon grade tubing and casing accounted for the balance of these
tons.

We  manufacture  oil country  tubular goods and line pipe ranging in size from 1
1/2"  to  16"  in  outside  diameter.  Excluding  drill  pipe,  which  we do not
manufacture,  approximately  80% of the total oil country tubular goods and line
pipe tonnage produced in the western  hemisphere in calendar 2001 fell into this
size range.

Marketing
---------

We sell oil country tubular goods and line pipe primarily  throughout the United
States and Canada to numerous distributors,  which then resell the pipe to major
and  independent  oil  and  natural  gas  production,   gathering  and  pipeline
companies.  Maverick  sales to Canadian  customers  in calendar  2001,  2000 and
fiscal 1999 were $16.5 million,  $19.5 million and $11.3 million,  respectively.
Maverick sales to other foreign customers in calendar 2001, 2000 and fiscal 1999
made  up  an  additional  $1.1  million,  $77,000  and  $200,000,  respectively.
Prudential  sales to U.S.  customers in calendar  2001,  2000 and 1999 were $2.6
million, $8.4 million and $1.0 million,  respectively.  Our marketing philosophy
emphasizes  delivering  competitively  priced,  quality products and providing a
high level of service to our  customers.  With the  completion  of our new large
diameter  facility,  we are marketing  ourselves as a broad line supplier of oil
country  tubular  goods and line  pipe  products.  We  maintain  inventories  of
finished  goods  that  are  housed  at our  production  facilities  and at field
locations  close to the areas of drilling  activity,  which allows us to provide
timely delivery of our products.

As of December 31, 2001 and 2000,  our backlog orders  (including  bill and hold
orders not yet shipped)  for oil country  tubular  goods and line pipe  products
were approximately  $53.7 million and $128.2 million,  respectively.  All of the
backlog  orders as of December  31, 2001 are expected to be filled by the end of
calendar  2002.  We consider  only $3.8  million and $9.0 million of our backlog
orders, respectively,  to be firm as remaining orders may generally be cancelled
without  penalty.  Our backlog  orders,  as of any  particular  date, may not be
indicative of our actual  operating  results for any period.  We cannot give any
assurance that the amount of backlog at any particular  date will  ultimately be
realized.

Manufacturing
-------------

We  manufacture  oil  country  tubular  goods  and  line  pipe  products  at our
facilities in Hickman, Arkansas; Conroe, Texas; Longview,  Washington (scheduled
to be closed  during the first quarter of 2002) and Calgary,  Alberta.  We began
full  production  of all of our  products  at our new  large  diameter  facility
adjacent to our Hickman,  Arkansas  facilities,  during  calendar year 2001. The
facilities are  strategically  located to serve the energy markets in the United
States and Canada.  The new large diameter  facility will


                                       16
<page>
produce  approximately  75% energy related  products and 25% industrial  related
products in larger sizes than we currently produce.  We can currently produce at
a consolidated maximum rate of approximately 1,459,000 tons of finished products
per year with approximately 1,154,500 tons currently dedicated to energy related
products.  We  operated  our  energy  facilities  at a capacity  utilization  of
approximately 59% and 69% during calendar 2001 and 2000, respectively.

In order to control our manufacturing  costs, we attempt to maximize  production
yields from purchased  steel and reduce unit labor costs. We control labor costs
by  automating  some  of our  activities  and by  seeking  to  optimize  product
throughput and  scheduling.  Generally,  we maintain an innovative  compensation
plan,  whereby the employees of our facilities that achieve certain  performance
based  criteria  receive  quarterly  bonuses.  In addition,  some  employees are
eligible  to receive  annual  profitability  bonuses  based on our  consolidated
earnings. The maximum achievable incentives and bonuses range from 15% to 95% of
an employee's salary and wages.

During calendar 2001, 2000 and fiscal 1999, we spent $9.9 million, $10.9 million
and $6.4 million, respectively, on new capital equipment for our existing energy
facilities. Capital expenditures related to the new large diameter facility were
approximately  $5.0 million and $48.6  million  during  calendar  2001 and 2000,
respectively.  Our capital budget for calendar 2002 is $16.2 million.  We expect
these capital  expenditures  to result in  manufacturing  cost savings,  quality
improvements and/or expanding or maintaining production capabilities and product
lines.

Competition
-----------

The suppliers of oil country  tubular goods and line pipe products face a highly
competitive market. We believe that the principal  competitive factors affecting
our business are price, quality, delivery,  availability and service. We believe
we enjoy an excellent  reputation for quality products and outstanding  customer
service.  We compete with several North American and numerous foreign  producers
of oil country  tubular goods,  some of which have greater  financial  resources
than we do. In the oil country tubular goods market,  our more  significant U.S.
competitors  are Lone  Star  Steel  Company,  Newport  Steel  Company  and IPSCO
Tubular,  Inc., which produce electric resistance welded pipe, and United States
Steel Corporation and North Star Steel Company, which primarily produce seamless
pipe. Our most  significant  Canadian  competitor is IPSCO Tubular,  Inc., which
produces  electric  resistance  welded  pipe.  We also  compete in the line pipe
market with these same  competitors,  and with  foreign  producers of line pipe,
most of which are units of large  foreign steel makers.  During  calendar  years
2001,  2000 and 1999, we estimate that domestic oil country tubular goods market
penetration  of tons  consumed  by imports  into the U.S.  was 30.5%,  31.0% and
11.7%, respectively. During calendar years 2001, 2000 and 1999, we estimate that
domestic  oil country  tubular  goods  market  penetration  of tons  consumed by
imports into Canada was 29.4%, 35.8% and 33.8%, respectively.

INDUSTRIAL INDUSTRY

General
-------

We manufacture  structural  tubing products,  standard pipe and piling products.
Our structural tubing products are used in the following applications:

o   construction, including handrails, building columns and bridge frames;

o   transportation, including boat trailers;

o   agricultural, including farm implement components and tillage equipment;

o   material handling, including storage rack systems and conveying systems
    support and

o   recreational, including exercise equipment.


                                       17
<page>
In addition,  structural tubing is an attractive alternative to other structural
steel  forms,  such as I-beams and H-beams.  Structural  tubing  products  offer
strength and other product characteristics similar to beams, but with less steel
content, resulting in lower costs to the end-user in many applications.

Structural tubing is produced by processing flat rolled steel into strips, which
are cold-formed and welded. The machinery and equipment used for the manufacture
of structural  tubing  products are similar to that used for the  manufacture of
oil country tubular goods. Structural tubing and standard pipe are not, however,
subject to the same degree of tolerances as are oil country tubular goods, which
results in lower production costs related to testing and inspection than for oil
country   tubular   goods.   Moreover,   structural   tubing  does  not  require
end-finishing,  flash  elimination  for the welding  process or  seam-annealing.
Because less finishing is required of structural  tubing products as compared to
oil  country  tubular  goods,  the  average  cost per ton to convert  steel into
structural tubing is slightly less than oil country tubular goods.

We believe  that demand for  structural  tubing is  influenced  primarily by the
level of general economic  activity in North America.  We estimate that domestic
consumption of structural  tubing during  calendar years 2001, 2000 and 1999 was
2.3 million, 2.2 million and 2.0 million tons, respectively.

Standard pipe products are used in industrial applications such as steam, water,
air and gas lines, and plumbing and heating. We manufacture standard pipe in the
same manner as we manufacture  structural  tubing. As with structural tubing, we
believe that demand for standard  pipe is  influenced  primarily by the level of
general  economic   activity  in  North  America.   We  estimate  that  domestic
consumption of standard pipe during  calendar years 2001,  2000 and 1999 was 2.8
million,  2.8 million  and 2.4  million  tons,  respectively.  In recent  years,
standard  pipe has faced  limited new  competition  from plastic pipe in certain
applications.

Our Products
------------

With the completion of our new large diameter  facility,  we can produce square,
rectangular and round  structural  tubing and standard pipe at our facilities in
sizes ranging from 1 1/2" to 16" square and the equivalent  sizes in rectangular
and round  tubing.  Our  products  range from .120 to .500 inches in  thickness.
Because of the large number of applications  for structural  tubing and standard
pipe, the number of different  products  produced for the  industrial  market is
considerably larger than that produced for the oil country tubular goods market.
The annual capacity at our structural  facilities is approximately 304,500 tons.
During calendar 2001 and 2000, we were operating at  approximately  60% and 78%,
respectively, of our structural capacity.

The following  table shows our industrial  product  shipments in tons, net sales
and as a percentage of overall net sales measured in dollars:

                                                 Industrial Products
                                                 -------------------
                                                       Net Sales       % of
                                           Tons         (000's)      Net Sales
                                      ------------------------------------------

MAVERICK
Year ended December 31, 2001..........       152,139       $62,507         18.7%
Year ended December 31, 2000..........       157,080       $71,422         24.3%
Three months ended December 31, 1999..        40,351       $17,620         26.2%
Year ended September 30, 1999.........       148,275       $64,822         38.9%

PRUDENTIAL
Year ended December 31, 2001..........        30,704       $12,626          6.5%
Year ended December 31, 2000..........        41,004       $19,337          7.7%
Year ended December 31, 1999..........        38,133       $17,507         12.3%

The new large diameter facility in Hickman, Arkansas increases the size range of
our structural  tube and standard pipe  offerings,  thus allowing us to market a
broader line of products for  industrial  applications.  As a result of this new
facility,  we expect to gain additional  complementary  sales by offering larger
sizes,  while


                                       18
<page>
limiting  the amount of  additional  expenses.  This new  facility  allows us to
market  ourselves  as a broad line  producer of  structural  tubing and standard
pipe.

Marketing
---------

The structural tubing and standard pipe markets are somewhat regional in nature,
primarily because order sizes are smaller and lead-time requirements are shorter
than  for  oil  country  tubular  goods.   We  currently  sell   principally  to
distributors,  but since 1997,  we  significantly  increased  our sales to large
end-user  customers.  As in the case of oil country tubular goods, our marketing
strategy  emphasizes  delivering  competitively  priced,  quality  products  and
providing a high level of service to our customers.  In addition,  we expect our
marketing  ability will be enhanced by the addition of larger  diameter pipe and
tubing that we now produce with the completion of our large  diameter  facility.
Because the  application  of  structural  tubing and standard  pipe  products is
diverse,  and a short  lead-time  is  required  for  customer  satisfaction,  we
maintain inventory levels, in terms of months of supply, comparable to those for
oil country  tubular  goods.  This finished  goods  inventory  will consist of a
larger  number of items than in the case of oil country  tubular  goods.  We use
experienced manufacturing representatives in our sales efforts.

As of December 31, 2001 and 2000,  our backlog of orders for  structural  tubing
and standard pipe were $8.5 million and $9.0 million,  respectively.  All of the
backlog  orders as of December  31, 2001 are expected to be filled by the end of
calendar  2002. We do not consider any of our backlog  orders to be firm as they
may  generally  be  cancelled  without  penalty.  Our  backlog  orders as of any
particular  date may not be indicative of our actual  operating  results for any
fiscal  period.  We cannot give any assurance  that the amount of backlog at any
given time ultimately will be realized.

Manufacturing
-------------

We are  currently  producing  structural  square and  rectangular  shaped tubing
products  in our  structural  tube and  large  diameter  facilities  located  in
Hickman,  Arkansas  and in Calgary,  Alberta.  We are also  currently  producing
structural round tubing products and standard pipe at our Hickman,  Arkansas and
Conroe, Texas facilities.

Based upon historical  product  relationships and our assumptions about the U.S.
market,  we estimate that the sizes of structural  tubing  products we currently
are  capable of  manufacturing  account for 97% of the  domestic  tonnage of all
sizes of domestic structural tubing products consumed.

We  believe  that  the  types  of  standard  pipe  products  we are  capable  of
manufacturing account for approximately 41% of the domestic tonnage of all types
of the U.S. standard pipe products consumed.

Consistent  with  our  manufacturing  strategy  for oil  country  tubular  goods
production,  we  believe  we are a  low-cost,  high-volume  producer  of quality
structural tubing and standard pipe products. We believe that the application of
our efficient  manufacturing  process originally developed for the production of
oil country  tubular  goods,  the labor costs and the strategic  location of our
facilities  provide a  conversion  cost  advantage  relative to the  majority of
existing domestic structural tubing and standard pipe manufacturers.

During calendar 2001, 2000 and fiscal 1999, we spent $1,052,000,  $1,384,000 and
$1,500,000,  respectively, on additional equipment at our industrial facility in
Hickman,  Arkansas.  Our capital budget for our industrial  facility in Hickman,
Arkansas for calendar 2002 is $1.3 million. We expect these capital expenditures
to result in  manufacturing  cost  savings  and  quality  improvements.  Capital
expenditures  related to our  facility  in  Calgary,  Alberta is included in the
energy  pipe  industry   section.   Although  the  Calgary,   Alberta   facility
manufactures  industrial  products,  this facility is primarily  energy  product
focused and only produces industrial products to fill out mill capacity.


                                       19
<page>
Competition
-----------

Although a significant market for structural tubing is located within a 400-mile
radius of our Hickman,  Arkansas structural facility,  no other major structural
tubing facility is currently located within this area. Non-domestic competitors,
primarily from Canada,  represented  20%, 24% and 32% of total domestic sales of
structural  tubing in  calendar  years  2001,  2000 and 1999,  respectively.  We
compete  primarily  against several domestic and numerous  foreign  producers of
structural  tubing.  Our more significant  structural tube competitors are IPSCO
Tubular,  Inc.,  LTV  Copperweld,  Bull  Moose  Tube  Corporation,  Hanna  Steel
Corporation, Atlas Tube Inc., Independence Tube Corporation and Ex-L-Tube, Inc.

A significant market for standard pipe also exists.  Foreign competition has had
a large presence in the standard pipe market.  Foreign  competition  represented
approximately  37%,  40% and 30% of total  domestic  sales of  standard  pipe in
calendar years 2001, 2000 and 1999, respectively.  Our more significant standard
pipe  competitors  are Wheatland  Tube Company,  Armco,  Inc.,  Sawhill  Tubular
Division and IPSCO Tubular, Inc.

We believe that the  principal  competitive  factors  affecting  our  structural
tubing and standard pipe businesses are price,  product  availability,  delivery
and service.

We believe we  experience  seasonal  fluctuations  in demand for our  industrial
products.  However, the timing of such fluctuations may differ from fluctuations
experienced in the oil country tubular goods market.

DISCONTINUED OPERATIONS

During the first quarter of 2001, the Company  adopted a formal plan to sell the
operating  assets of its Cold Drawn Tubular  Business  (DOM).  Accordingly,  the
operating  results of the DOM facility,  including the provision for the loss on
disposal and operating losses during the phase out period of $10,240,000 (net of
$5,760,000 tax benefit),  have been segregated  from  continuing  operations and
reported  separately as discontinued  operations in the statement of operations.
DOM revenues were  $7,544,000,  $15,278,000,  $2,736,000  and $5,770,000 for the
years ended  December 31, 2001 and 2000,  the three  months  ended  December 31,
1999, and the year ended September 30, 1999, respectively.

RAW MATERIALS

We make all steel purchases at either our headquarters in Chesterfield, Missouri
or our Canadian  headquarters in Calgary,  Alberta in order to optimize pricing,
quality,  availability  and  delivery  of our raw  materials.  During  2001,  we
consumed  approximately 2.0% of the total amount of hot rolled steel produced in
North America.  Accordingly, we believe that we are generally considered to be a
significant  purchaser by our steel  suppliers.  We maintain  favorable  working
relationships with our steel suppliers and believe that we are treated favorably
with respect to volume  allocations  and deliveries.  We presently  purchase the
majority  of  our  steel  from  several  suppliers,  with  approximately  75% of
consolidated  purchases  made from Nucor  Corporation,  IPSCO  Steel,  Inc.  and
Dofasco, Inc. Nucor's mill in Hickman, Arkansas is directly connected by rail to
our Hickman  facilities,  thus  eliminating  our freight costs for raw materials
purchased from Nucor. Unlike our Hickman  facilities,  our facilities in Conroe,
Texas and  Calgary,  Alberta are not  directly  connected by rail to our primary
steel suppliers.  To date, we have not experienced any significant disruption in
our supply of raw materials.

EMPLOYEES

As of December 31, 2001, we employed 1,569 persons,  of whom 521 were Prudential
employees and 1,048 were Maverick  employees.  A union represents  approximately
68% of Prudential employees. We consider our employee relations to be excellent.


                                       20
<page>
ITEM 2  Properties

We lease  approximately  40,000  square  feet of office  space in  Chesterfield,
Missouri for our executive offices under a lease,  which expires in 2008. We use
180 acres of our  200-acre  site in Hickman,  Arkansas for three  facilities.  A
315,000 square foot oil country  tubular goods  manufacturing  plant and storage
space  utilizes 55 acres. A 275,000 square foot  structural  tube  manufacturing
plant is located  adjacent to the existing oil country  tubular goods  facility.
Approximately 120,000 square feet of this facility is utilized for manufacturing
with the remainder used for inventory,  material storage and shipping. We occupy
both facilities under separate leases,  each providing us an option to purchase,
which is exercisable on the expiration dates of the leases. The expiration dates
are August 1, 2007 for the oil country  tubular  goods  facility and February 1,
2004 for the  structural  tube  facility.  A 300,000  square foot large diameter
manufacturing plant and storage space utilizes 50 acres. This new large diameter
facility is owned by the Company and will produce both oil country tubular goods
and structural  tubing.  Approximately 20 acres remain in Hickman,  Arkansas for
future  expansion.  A 30,000 square foot facility adjacent to the large diameter
facility is utilized for the epoxy  coating of  Maverick's  line pipe  products.
This  facility  is under lease to an  independent  third party who will coat the
line  pipe.  We also own 117  acres  and a  244,000  square  foot  manufacturing
facility located in Conroe,  Texas. Of the 117 acres,  approximately 30 acres is
used  for  manufacturing  and  storage  and 60  acres is  available  for  future
expansion.  Each manufacturing facility operated by Maverick is served by truck,
has its own rail spur and is within close proximity of barge facilities.

We lease  approximately  16,800 square feet of office space in Calgary,  Alberta
under a lease,  which  expires in 2003.  We use 82 acres of our 90-acre  site in
Calgary, Alberta for three energy/industrial production facilities and three oil
country tubular goods finishing  facilities.  The  energy/industrial  production
facilities  are located in  approximately  210,000  square feet in two  separate
buildings.  The oil country  tubular  finishing  facilities are located in three
separate  buildings,  which utilize  approximately  81,000 square feet of space.
Adjacent to these buildings is a 94,500 square foot industrial storage facility.
Prudential  owns these  facilities and has  approximately  8 acres available for
future expansion. The manufacturing facility operated by Prudential is served by
truck and has its own rail spur.

We believe each of our facilities is in good  condition,  is adequately  insured
and is suitable for our planned level of operations.

We also own  approximately  35 acres in  Longview,  Washington.  This site has a
51,000 square feet  manufacturing  facility for energy and industrial  products.
Adjacent to this building is a 100,000 square foot industrial  products  storage
facility and a 12,000 square foot steel slitting  facility.  The Company expects
to sell the Longview,  Washington  land and building  during 2002 as part of our
planned exit from the Longview, Washington facility.

We lease on a month to month  basis a  21-acre  site and a 370,000  square  foot
manufacturing  facility  in Beaver  Falls,  Pennsylvania  which was used for the
production of cold drawn tubing.  The land and building  lease was terminated in
2001 as the Company had announced its plan to discontinue  its cold drawn tubing
business  during 2001. The facility ceased  production in August 2001.  However,
the option to purchase this facility has been  continued  through  monthly lease
payments.

ITEM 3  Legal Proceedings

From time to time, we are involved in litigation  relating to claims arising out
of our  operations in the normal course of our business.  We maintain  insurance
coverage against potential claims in an amount, which we believe to be adequate.
We believe  that we are not  presently  a party to any  litigation  in which the
outcome would have a material adverse effect on our business or operations.

Our  businesses  are  subject  to  numerous  U.S.  and  Canadian  local,  state,
provincial and federal laws and regulations concerning environmental, health and
safety matters, including those relating to air emissions, wastewater discharges
and the generation, handling, storage, transportation, treatment and disposal of


                                       21
<page>
hazardous  wastes.   Violations  of  such  laws  and  regulations  can  lead  to
substantial fines and penalties.  Also, there are risks of substantial costs and
liabilities  relating to the  investigation  and  remediation of past or present
contamination,  at current as well as former  properties  utilized  by us and at
third-party disposal sites,  regardless of fault or the legality of the original
activities that led to such contamination.  Moreover, future developments,  such
as changes in laws and regulations, more stringent enforcement or interpretation
thereof,  and claims for  property  damage or personal  injury could cause us to
incur  substantial  losses  or  expenditures.  Although  we  believe  we  are in
substantial compliance with all applicable laws and regulations, there can be no
assurance that any such law,  regulation,  enforcement or private claim will not
have a  material  adverse  effect on our  business,  results of  operations  and
financial condition.

ITEM 4  Submission of Matters to a Vote of Security Holders

There were no matters  submitted,  during the quarter  ended  December  31, 2001
covered  by  this  report,  to a  vote  of  our  security  holders  through  the
solicitation of proxies or otherwise.

ITEM 4A Executive Officers

Set forth below are  descriptions of the  backgrounds of our executive  officers
and their principal occupations for at least the last five years:

Gregg M.  Eisenberg  (age 51) has served as Chairman of the Board since February
1996. He has served as President,  Chief Executive Officer and a director of the
Company  since 1988.  Prior to joining the Company in 1983, he was employed with
Central Steel Tube Company for six years. He is the current president,  a former
director and past chairman of the Committee on Pipe and Tube Imports.

Pamela  G.  Boone  (age  38)  has  served  as  Vice   President  -  Finance  and
Administration,  Treasurer, Secretary and Chief Financial Officer of the Company
since March 2001. From January 1997 to March 2001, Ms. Boone served as Corporate
Controller.  From 1994 until she became Corporate Controller,  she served as the
Company's budget and tax accounting manager. Before joining the Company in 1994,
she was employed by Ernst & Young LLP, where she was a Senior Manager.

T. Scott Evans (age 54) has served as Vice President - Commercial  Operations of
the  Company  since  September  1992.  Prior to joining  the  Company in 1988 as
General Sales Manager,  he was employed with Wolverine  Tube  Corporation.  From
January  1981  to  June  1986,  Mr.  Evans  was  employed  with  Republic  Steel
Corporation.

Sudhakar  Kanthamneni (age 54) has served as Vice President - Manufacturing  and
Technology of the Company since August 1992.  From May 1991 to August 1992,  Mr.
Kanthamneni  served as the Company's  Vice President -  Manufacturing.  Prior to
joining the Company in 1987, he was employed with Central Steel Tube Company for
ten years.

Rick Preckel (age 41) has served as Vice President - Canadian  Operations of the
Company since  November  2000.  From 1994 to November  2000, Mr. Preckel was the
Company's General Manager of Marketing Services.  Mr. Preckel joined the Company
in 1987 and served as the Company's Manager of Planning and Budgets,  Controller
of the Texas facility and Accounting Manager.


                                       22
<PAGE>
                                     PART II

ITEM 5  Market for Registrant's Common Equity and Related Stockholder Matters

The  information  required by Item 5 is set forth under the caption  "Market For
Our Common Equity and Related Stockholder  Matters" (page 41) of our 2001 Annual
Report and incorporated herein by reference.

ITEM 6  Selected Financial Data

The  information  required by Item 6 is set forth under the caption  "Historical
Financial  Information"  (page 40) of our 2001  Annual  Report and  incorporated
herein by reference.

ITEM 7  Management's Discussion and Analysis of Financial Condition and Results
        of Operations

The information required by Item 7 is set forth under the caption  "Management's
Discussion and Analysis of Financial Condition and Results of Operations" (pages
18 through 25) of our 2001 Annual Report and incorporated herein by reference.

ITEM 7A Quantitative and Qualitative Disclosures About Market Risk

The information required by Item 7A is set forth under the caption "Management's
Discussion and Analysis of Financial  Condition and Results of Operations" (page
25) of our 2001 Annual Report and incorporated herein by reference.

ITEM 8  Financial Statements and Supplementary Data

The information required by Item 8 is set forth under the caption  "Consolidated
Financial  Statements",  the notes  thereto  and the Report of Ernst & Young LLP
(pages 26  through  38) of our 2001  Annual  Report and  incorporated  herein by
reference.

ITEM 9  Changes in and Disagreements with Accountants on Accounting and
        Financial Disclosures

None.


                                       23
<PAGE>
                                    PART III

ITEM 10 Directors and Executive Officers of the Registrant

The  information  required by Item 10 is set forth  under the caption  "Item 1 -
Election  of  Directors"  (pages  3-4) of our  definitive  proxy  statement  and
incorporated herein by reference.  Our definitive proxy statement is being filed
with the  Securities and Exchange  Commission  within 120 days of the end of our
most recent fiscal year.

ITEM 11 Executive Compensation

The  information  required by Item 11 is set forth under the caption  "Executive
Compensation" (page 6) of our definitive proxy statement and incorporated herein
by reference.  Our definitive proxy statement is being filed with the Securities
and  Exchange  Commission  within 120 days of the end of our most recent  fiscal
year.

ITEM 12 Security Ownership of Certain Beneficial Owners and Management

The  information  required by Item 12 is set forth  under the caption  "Security
Ownership  of  Management"  (page  3) of  our  definitive  proxy  statement  and
incorporated herein by reference.  Our definitive proxy statement is being filed
with the  Securities and Exchange  Commission  within 120 days of the end of our
most recent fiscal year.

ITEM 13 Certain Relationships and Related Transactions

The  information  required by Item 13 is set forth  under the  caption  "Certain
Relationships  and  Related  Transactions"  (page  8) of  our  definitive  proxy
statement and incorporated  herein by reference.  Our definitive proxy statement
is being filed with the  Securities and Exchange  Commission  within 120 days of
the end of our most recent fiscal year.


                                       24
<PAGE>
                                     PART IV

ITEM 14 Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)     1.    Financial Statements

               The consolidated  financial statements of the Company,  including
               the notes thereto, required in response to this item as set forth
               in  response  to  Part  II,  Item 8 of  this  Annual  Report  are
               incorporated  herein by  reference to the  Company's  2001 Annual
               Report and are filed herewith as Exhibit 13.

              o  Report of Independent Auditors (page 38).
              o  Consolidated Balance Sheets as of December 31, 2001 and 2000
                  (page 26).
              o  Consolidated Statements of Operations for the years ended
                  December 31, 2001 and 2000, the three months ended December
                  31, 1999 and the year ended September 30, 1999 (page 27).
              o  Consolidated Statements of Stockholders' Equity for the years
                  ended December 31, 2001 and 2000, the three months ended
                  December 31, 1999 and the year ended September 30, 1999
                  (page 28).
              o  Consolidated Statements of Cash Flows for the years ended
                  December 31, 2001 and 2000, the three months ended December
                  31, 1999 and the year ended September 30, 1999 (page 29).
              o  Notes to Consolidated Financial Statements (pages 30-37).

        2.    Financial Statement Schedule

               The following  consolidated  financial  statement schedule of the
               Company is included with this Annual Report on Form 10-K:

               Schedule II Valuation and Qualifying Accounts for the years ended
               December 31, 2001 and 2000,  the three months ended  December 31,
               1999 and the year ended September 30, 1999.

               All other schedules for which provision is made in the applicable
               accounting  regulation of the Securities and Exchange  Commission
               are  not  required   under  the  related   instructions   or  are
               inapplicable, and therefore have been omitted.

        3.    Exhibits:

               The exhibits  listed on the Exhibit  Index of this Annual  Report
               are  incorporated  herein  by  reference  or  filed  herewith  as
               required by item 601 of Regulation S-K (each management  contract
               or   compensatory   plan  or   arrangement   listed   therein  is
               identified).

(b)     Reports on Form 8-K:

The Company filed three  reports on Form 8-K during the quarter  ended  December
31, 2001. Information regarding the items reported on is as follows:

Date                  Item Reported On
----                  ----------------

December 17, 2001     The Company announced its earnings expectations for the
                       quarter ended   December 31, 2001 and the closure of its
                       Longview, Washington plant during the first quarter of
                       2002.


                                       25
<PAGE>
                            Maverick Tube Corporation
                                and Subsidiaries
                 Schedule II - Valuation and Qualifying Accounts
                                 (In thousands)

                                           Additions
                                    ---------------------
                         Balance at  Charged to  Charged
                         beginning    cost and   to other Deductions  Balance at
Classification            of year     expenses   accounts  describe  end of year
--------------------------------------------------------------------------------

Year ended September
30, 1999:
 Deducted from asset
 account:
  Accounts receivable
   allowances              $2,024       $1,047       $--    $1,490(1)    $1,581
  Valuation allowance
   for deferred income
   taxes                      $--          $--       $--    $1,717(2)    $1,717

Three months ended
December 31, 1999:
 Deducted from asset
 account:
  Accounts receivable
   allowances              $1,581          $68       $--      $129(1)    $1,520
  Valuation allowance
   for deferred income
   taxes                   $1,717          $--       $--       $--       $1,717

Year ended December
31, 2000:
 Deducted from asset
 account:
  Accounts receivable
   allowances              $1,520         $979       $--      $358(1)    $2,141
  Valuation allowance
   for deferred income
   taxes                   $1,717          $--       $--      $660(2)    $2,377

Year ended December
31, 2001:
 Deducted from asset
 account:
  Accounts receivable
   allowances              $2,141         $327       $--       $56(1)    $2,412
  Valuation allowance
   for deferred income
   taxes                   $2,377          $--       $--   $(1,376)(3)   $1,001

(1)  Uncollectible accounts written off, net of recoveries.

(2)  Resulted from an additional  net operating loss  carryforward  generated at
     our  Longview,  Washington  facility,  which was not valued  for  financial
     statement purposes.

(3)  Resulted  from  generating  taxable  income  at  our  Longview,  Washington
     facility.


                                       26
<PAGE>
                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) 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.

                                    Maverick Tube Corporation
                                    --------------------------------------------
                                    (registrant)

March 12, 2002                      /s/ Gregg M. Eisenberg
                                    --------------------------------------------
                                    Gregg M. Eisenberg, Chairman, President
                                    and Chief Executive Officer

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 and on the dates indicated.

March 12, 2002                      /s/ Gregg M. Eisenberg
                                    --------------------------------------------
                                    Gregg M. Eisenberg, Chairman, President
                                    and Chief Executive Officer and Director
                                    (Principal Executive Officer)

March 12, 2002                      /s/ Pamela G. Boone
                                    --------------------------------------------
                                    Pamela G. Boone, Vice President - Finance
                                    and Administration
                                    (Principal Financial and Accounting Officer)

March 12, 2002
                                    --------------------------------------------
                                    William E. Macaulay, Director

March 12, 2002                      /s/ C. Robert Bunch
                                    --------------------------------------------
                                    C. Robert Bunch, Director

March 12, 2002                      /s/ C. Adams Moore
                                    --------------------------------------------
                                    C. Adams Moore, Director

March 12, 2002                      /s/ David H. Kennedy
                                    --------------------------------------------
                                    David H. Kennedy, Director

March 12, 2002                      /s/ Wayne P. Mang
                                    --------------------------------------------
                                    Wayne P. Mang, Director

March 12, 2002                      /s/ Donald Wilson
                                    --------------------------------------------
                                    J. Donald Wilson, Director

March 12, 2002                      /s/ Norman W. Robertson
                                    --------------------------------------------
                                    Norman W. Robertson, Director

March 12, 2002                      /s/ Rhys T. Eyton
                                    --------------------------------------------
                                    Rhys T. Eyton, Director

March 12, 2002
                                    --------------------------------------------
                                    Dennis G. Flanagan, Director

March 12, 2002                      /s/ Donald A. Pether
                                    --------------------------------------------
                                    Donald A. Pether, Director


                                       27
<PAGE>
                                  EXHIBIT INDEX

EXHIBIT
NUMBER               DESCRIPTION
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2.1     Combination  Agreement by and between the Registrant and Prudential
        Steel Ltd. dated as of June 11, 2000, incorporated herein by reference
        to Annex B to our definitive proxy statement filed on August 11, 2000
        (File No. 001-10651).

2.2     Form of Plan of Arrangement involving and affecting Prudential Steel
        Ltd. and the holders of its common shares and options, incorporated
        herein by reference to Annex D to our definitive proxy statement
        filed on August 11, 2000 (Filed No. 001-10651).

2.3     Stock Purchase Agreement dated as of February 12, 2002 by and among
        Maverick Tube Corporation, Precision Tube Holding Corporation and the
        shareholders of Precision Tube Holding Corporation, incorporated herein
        by reference to Exhibit 2.1 to the Registrant's Form 8-K filed on
        February 14, 2002.

3.1     Amended and Restated Certificate of Incorporation of the registrant, as
        amended, incorporated herein by reference to Exhibit 3.1 to the
        Registrant's Quarterly Report on Form 10-Q for the quarter ended
        September 30, 2000.

3.2     Amended and Restated Bylaws of the Registrant, as amended, incorporated
        herein by reference to Exhibit 3.2 to the Registrant's Annual Report on
        Form 10-K for the fiscal year ended September 30, 1998.

4.1     Form of Amended and Restated Shareholder Rights Agreement, dated as of
        September 22, 2000 between the Registrant and Harris Trust and Savings
        Bank (which includes as Exhibit A thereto the Form of Preferred Stock
        Rights Certificate) incorporated herein by reference to Exhibit (5) of
        the Registrant's Form 8-A/A filed on September 26, 2000.

4.2     Form of Stock Certificate for Common Stock, incorporated herein by
        reference to Exhibit 4.1 to the Registrant's Registration Statement on
        Form S-1, (File No. 33-37363).

4.3     Form of Stock  Certificate for Series II or Special Voting Preferred
        Stock, incorporated herein by reference to Exhibit 4.3 to the
        Registrant's Annual Report on Form 10-K for the fiscal year ended
        December 31, 2000.

4.4     Form of Share Capital and other Provisions to be Included in the
        Articles of Incorporation of Maverick Tube (Canada) Inc., incorporated
        herein by reference to Annex E to our definitive proxy statement filed
        on August 11, 2000 (File No. 001-10651).

4.5     Form of Support Agreement by and between the Registrant and Maverick
        Tube (Canada) Inc.,  incorporated  herein by reference to Annex F to our
        definitive proxy statement filed on August 11, 2000 (File No.001-10651).

4.6     Form of Voting and Exchange Trust Agreement by and between the
        Registrant, Maverick Tube (Canada), Inc. and CIBC Mellon Trust Company,
        incorporated  herein by reference to Annex G to our definitive proxy
        statement filed on August 11, 2000 (File No. 001-10651).

10.1    Lease and Agreement dated July 24, 1992, by and between the Registrant
        and the Arkansas Development Finance Authority (the "Authority"),
        incorporated herein by reference to Exhibit 10.7 to the Registrant's
        Annual Report on Form 10-K for the fiscal year ended September 30, 1992.


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10.2*   Maverick Tube Corporation Amended and Restated 1990 Stock Option Plan,
        incorporated  herein by reference to Exhibit 10.21 to the Registrant's
        Annual Report on Form 10-K for the fiscal year ended September 30, 1991.

10.3*   Maverick Tube Corporation Savings for Retirement Plan effective on
        February 15, 1988, as amended, incorporated herein by reference to
        Exhibit 10.11 to the Registrant's Annual Report on Form 10-K for the
        fiscal year ended September 30, 1993.

10.4    Lease Agreement dated as of March 1, 1994, between the Authority, as
        lessor, and the Registrant as lessee, related to the Registrant's
        Arkansas Structural Facility, incorporated herein by reference to
        Exhibit 10.14 to the Registrant's Registration Statement on Form S-2,
        (File number 33-80096).

10.5    First Supplemental Trust Indenture to Lease Agreement between the
        Authority, as lessor and the Registrant, as lessee relating to the
        Registrant's Arkansas Structural Facility, dated July 1, 1994,
        incorporated herein by reference to Exhibit 10.1 to the Registrant's
        Quarterly Report on Form 10-Q for the period ended June 30, 1994.

10.6*   The Maverick Tube Corporation 1994 Stock Option Plan, incorporated
        herein by reference to Exhibit 10.17 of the Registrant's Annual Report
        on Form 10-K for the fiscal year ended September 30, 1994.

10.7*   The Maverick Tube Corporation Director Stock Option Plan, incorporated
        herein by reference to Exhibit 10.18 of the Registrant's Annual Report
        on Form 10-K for the fiscal year ended September 30, 1994.

10.8*   Form of Deferred Compensation Agreement between the Registrant and
        Messrs. Gregg M. Eisenberg, T. Scott Evans and Sudhakar Kanthamneni
        dated October 1, 1995, incorporated herein by reference to Exhibit 10.22
        of the Registrant's Annual Report on Form 10-K for the fiscal year ended
        September 30, 1996.

10.9*   Form of Severance Agreement dated December 10, 1998, by and among the
        Registrant and Gregg M. Eisenberg, Sudhakar Kanthamneni and T. Scott
        Evans, incorporated herein by reference to Exhibit 10.16 of the
        Registrant's Annual Report on Form 10-K for the fiscal year ended
        September 30, 1998.

10.10*  Amendment #1 to the Maverick Tube Corporation Director Stock Option
        Plan, incorporated herein by reference to Exhibit 10.24 of the
        Registrant's Annual Report on Form 10-K for the fiscal year ended
        September 30, 1996.

10.11*  Amendment #1 to the Maverick Tube Corporation 1994 Stock Option Plan,
        incorporated herein by reference to Exhibit 10.21 of the Registrant's
        Annual Report on Form 10-K for the fiscal year ended September 30, 1997.

10.12   Agreement of Limited Partnership between the Registrant, Maverick
        Investment Corporation and Maverick Tube L.P., incorporated herein by
        reference to Exhibit 10.13 of the Registrant's Annual Report on Form
        10-K for the fiscal year ended September 30, 1998.

10.13*  The Registrant's Amended and Restated Prudential Steel Ltd. Stock Option
        Plan incorporated herein by reference to Exhibit 99.1 of the
        Registrant's Form S-8 filed on September 27, 2000, (File No. 335-46740).

10.14*  Amended and Restated Prudential Steel Ltd. Pension Plan for Salaried
        Employees restated effective January 1, 1992 and including amendments to
        January 1, 1998, incorporated herein by reference to Exhibit 10.15 of
        the Registrant's Annual Report on Form 10-K for the fiscal year ended
        December 31, 2000 (In Canadian Dollars).

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10.15   Amended and Restated Secured Credit Agreement among the Registrant and
        Harris Trust and Savings Bank as Agent dated as of December 28, 2000,
        incorporated herein by reference to Exhibit 10.16 of the Registrant's
        Annual Report on Form 10-K for the fiscal year ended December 31, 2000.

10.16   Credit Facility between Prudential Steel Ltd. and Royal Bank of Canada
        dated as of December 27, 2000, incorporated herein by reference to
        Exhibit 10.17 of the Registrant's Annual Report on Form 10-K for the
        fiscal year ended December 31, 2000 (In Canadian Dollars).

10.17   Lease and Agreement dated January 10, 2001, by and between the
        Registrant and Commercial Resins Company, Inc., incorporated herein by
        reference to Exhibit 10.18 of the Registrant's Annual Report on Form
        10-K for the fiscal year ended December 31, 2000.

10.18*  Prudential Steel Ltd. Supplemental Employees' Retirement Plan dated as
        of January 1, 1994, incorporated herein by reference to Exhibit 10.19
        of the Registrant's Annual Report on Form 10-K for the fiscal year
        ended December 31, 2000.

10.19*  Change of Control Agreement dated April 28, 1998 by and between
        Prudential Steel Ltd. and J. D. Wilson, incorporated herein by reference
        to Exhibit 10.20 of the Registrant's Annual Report on Form 10-K for the
        fiscal year ended December 31, 2000.

10.20   First Amendment to Amended and Restated Secured Credit Agreement,
        incorporated herein by reference to Exhibit 10.1 of the Registrant's
        Quarterly Report on Form 10-Q for the period ended March 31, 2001.

10.21*  Second Amendment to the 1994 Stock Option Plan, incorporated herein by
        reference to Exhibit 10.2 of the Registrant's Quarterly Report on Form
        10-Q for the period ended March 31, 2001.

10.22*  Collective Bargaining Agreement between Prudential Steel Ltd. and the
        United Steelworkers of America, Local 7226, effective as of January 1,
        2001 through December 31, 2003, incorporated herein by reference to
        Exhibit 10.1 of the Registrant's Quarterly Report on Form 10-Q for the
        period ended June 30, 2001 (In Canadian Dollars).

10.23   Amending Letter to the Letter Agreement dated December 27, 2000 between
        Prudential Steel Ltd. and Royal Bank of Canada, incorporated herein by
        reference to Exhibit 10.1 of the Registrant's Quarterly Report on Form
        10-Q for the period ended September 30, 2001.

10.24   Waiver Letter to the Amended and Restated Secured Credit Agreement among
        the Registrant and Harris Trust and Savings Bank as Agent dated as of
        December 28, 2000, incorporated herein by reference to Exhibit 10.2 of
        the Registrant's Quarterly Report on Form 10-Q for the period ended
        September 30, 2001.

10.25*  Form of Secured Note Agreement among certain employees of Maverick Tube
        Corporation and Maverick Tube Corporation, incorporated herein by
        reference to Exhibit 10.3 of the Registrant's Quarterly Report on Form
        10-Q for the period ended September 30, 2001.

10.26   Second Amendment to Amended and Restated Secured Credit Agreement, filed
        herewith.

13      Portions of Registrant's 2001 Annual Report to Stockholders which are
        incorporated by reference herein, filed herewith.

21      Subsidiaries of the Registrant, filed herewith.

23.1    Consent of Ernst & Young LLP, independent auditors, filed herewith.

*       Management contract or compensatory plan or arrangement.


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