<PAGE>
                       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 September 30, 1999.
                                       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                                                   0-30146

                           MAVERICK TUBE CORPORATION
             (Exact name of Registrant as specified in its charter)
     DELAWARE                                                         43-1455766
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                               Identification No.)

  16401 Swingley Ridge Road
  Seventh Floor
  Chesterfield, Missouri                                                   63017
(Address of principal executive offices)                              (Zip Code)
                                 (636) 733-1600
              (Registrant's telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:
                                     Common Stock, par value $.01 per share
                                     Preferred Share Purchase Rights

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)

The  aggregate  market  value of the  17,603,072  shares of Common Stock held by
non-affiliates  of the Registrant as of December 9, 1999 was $374,065,280  based
upon the closing price as reported on the NASDAQ  National  Market on that date.
As of December 9, 1999,  the Registrant  had  17,768,474  outstanding  shares of
Common Stock.
                       _________________________________

                      DOCUMENTS INCORPORATED BY REFERENCE

As provided  herein,  portions of the  documents  listed below are  incorporated
herein by reference:

Document                                                        Part - Form 10-K
Annual Report to Stockholders for the Fiscal
  Year Ended September 30, 1999                               Parts I, II and IV
Proxy Statement for the 2000 Annual Meeting of Stockholders             Part III


                   MAVERICK TUBE CORPORATION AND SUBSIDIARIES

                                     INDEX

PART I.

Item 1.        BUSINESS

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 DISCLOSURES 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



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, including:

* oil and gas price volatility;
* steel price volatility;
* domestic and foreign competitive pressures;
* fluctuations in industry-wide inventory levels;
* the presence or absence of governmentally imposed trade restrictions;
* asserted and unasserted claims;
* our ability and the ability of entities with which we do business to modify or
    redesign our and their computer systems to work properly in the year 2000;
    and
* those other risks and  uncertainties  discussed  in Exhibit  99.1 of this Form
    10-K and elsewhere in this and our other filings  with  the  Securities  and
    and Exchange Commission.

In light of these risks,  uncertainties  and  assumptions,  the  forward-looking
events  discussed  may not occur.  In  addition,  actual  results  could  differ
materially from those suggested by the forward-looking statements.  Accordingly,
you  should not place  undue  reliance  on the  forward-looking  statements.  We
undertake  no  obligation  to  publicly  update  or revise  any  forward-looking
statements, whether as a result of new information,  future events or otherwise.

                                     PART I

ITEM 1

BUSINESS

General

As used herein,  unless the context  otherwise  requires,  the terms "we," "us,"
"our" or "Maverick" refer to Maverick Tube Corporation and its subsidiaries.

Maverick  Tube  Corporation,  together  with  its  three  subsidiaries  Maverick
Investment  Corporation,  Maverick Tube,  L.P. and Maverick Tube  International,
Inc.  comprise  the entire  corporate  entity.  Maverick  Tube  Corporation  was
incorporated  in  Missouri  in 1977  and  reincorporated  in  Delaware  in 1987.
Maverick  Investment  Corporation  and Maverick  Tube,  L.P.  are both  Delaware
entities while Maverick Tube International, Inc. is incorporated in Barbados.

In October 1997, we contributed the operating assets and related  liabilities of
our two operating divisions (i.e. our Texas Division and our Arkansas Division),
which constituted  substantially all of our assets and liabilities,  to Maverick
Tube,  L.P., a limited  partnership  (the  "Operating  Company").  Maverick Tube
Corporation  holds a 5% equity  interest in the  Operating  Company as its  sole
general partner. Maverick Investment Corporation, a  wholly-owned  subsidiary of
Maverick Tube Corporation, holds a 95% equity  interest in the Operating Company
as its sole limited partner.  This restructure was  effected to more  accurately
reflect the  manner in which we  conduct our  business.  As a result of this re-
structure, Maverick now conducts substantially all of its operations through the
Operating Company.

Our Company

We are a leading domestic  producer of tubular steel products used in energy and
industrial  applications.  We manufacture "oil country tubular goods," which are
steel tubular  products used in the completion and production of oil and natural
gas wells. We also serve the energy industry by  manufacturing  line pipe, which
is used primarily in the  transportation  of oil and natural gas. For industrial
applications,  we  manufacture  structural  tubing and  standard  pipe.  We also
recently began producing "cold drawn tubing" in our industrial products segment,
which  is used as a  component  of high  quality  products  that  require  close
tolerances.  During fiscal 1999, energy products accounted for approximately 59%
of our total revenues.

To  further  our  growth and  enhance  our  ability to compete in our energy and
industrial  businesses,  we plan to expand our current  product lines to include
larger diameter pipe and tubing products.  As the focal point to this expansion,
we  intend to  construct  and equip a new  large-diameter  facility  immediately
adjacent to our current facilities in Hickman, Arkansas, at an estimated cost of
$40.0 million.  We have chosen this  strategic  location for the new facility to
achieve significant cost-saving advantages. These advantages include:

* utilization of lower-cost, non-union labor;
* access to rail, truck and barge transportation;
* proximity to the Nucor Corporation steel mill, Maverick's
     primary steel supplier; and
* shared overhead.

Based principally on historical product  relationships and our assumptions about
markets,  we estimate  that our current  product size range allows us to compete
for approximately 49% of the total tons consumed in all of the markets we serve.
Similarly, we estimate that our expansion into the production of larger diameter
pipe and tubing products should allow us to compete for approximately 67% of the
total tons consumed in these markets.  This represents an estimated  increase of
approximately  37% of the total tons  consumed  for which we can  compete in the
markets  we  serve.  We  believe  we will  begin  limited  production  of select
industrial  and  energy  products  at the new  facility  by July  2000 with full
production capability of all products by October 2000.

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


      Facility                    Products                      Sizes (1)

    Hickman, Arkansas           Oil country tubular goods     1 1/2" - 5 1/2"
                                Line pipe                     1 1/2" - 5 9/16"
                                Standard pipe                 2" - 5"

    Hickman, Arkansas           Structural tubing             1 1/2" - 8"

    Conroe, Texas               Oil country tubular goods     4 1/2" - 9 5/8"
                                Line pipe                     4 1/2" - 8"
                                Structural tubing             4 1/2" - 8"
                                Standard pipe                 6" - 8"

    Beaver Falls, Pennsylvania  Cold drawn tubular products   1 7/8" - 12"


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

For  information  with  regard to total  revenue,  operating  profit or loss and
identifiable  assets  attributable to each of the energy and industrial  product
segments, see Note 11 to the Consolidated Financial Statements on page 24 of our
Annual  Report to  Stockholders  for the Fiscal  Year Ended  September  30, 1999
("1999 Annual Report"), portions of which are filed as Exhibit 13, hereto.

Our Business Strategy

Increase  Market Share By Expanding Our Existing  Product Lines. We believe that
the expansion of our product lines in both the energy and industrial segments of
our business will allow us to increase our market share by  capitalizing  on our
existing  customer  relationships  to market  additional  products.  Our planned
construction  and equipping of the new  large-diameter  facility is an important
part of this 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,  our recent  entry into the cold drawn  tubular
market  and our  planned  expansion  of our  product  lines.  We  intend to seek
additional  opportunities to expand our business to new markets where we believe
we can compete effectively and profitably.

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 its 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 domestic 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 October 1996:

                         WTI Oil Price     Avg. U.S. Natural Gas Price

     10/96                    $24.90              $2.12
     11/96                    $23.79              $2.76
     12/96                    $25.27              $3.77
     1/97                     $25.23              $3.56
     2/97                     $22.61              $2.44
     3/97                     $22.54              $1.77
     4/97                     $19.60              $1.88
     5/97                     $20.87              $2.09
     6/97                     $19.30              $2.13
     7/97                     $19.46              $2.09
     8/97                     $19.97              $2.29
     9/97                     $19.77              $2.72
     10/97                    $21.56              $2.94
     11/97                    $20.57              $3.17
     12/97                    $18.54              $2.29
     1/98                     $16.58              $2.08
     2/98                     $16.54              $2.08
     3/98                     $15.11              $2.17
     4/98                     $15.47              $2.37
     5/98                     $15.09              $2.13
     6/98                     $13.76              $2.05
     7/98                     $14.04              $2.19
     8/98                     $13.65              $1.84
     9/98                     $14.69              $1.83
     10/98                    $14.55              $1.91
     11/98                    $13.51              $2.01
     12/98                    $11.21              $1.69
     1/99                     $12.53              $1.80
     2/99                     $11.94              $1.71
     3/99                     $14.80              $1.69
     4/99                     $17.27              $1.99
     5/99                     $18.04              $2.21
     6/99                     $17.73              $2.22
     7/99                     $20.18              $2.18
     8/99                     $21.20              $2.70
     9/99                     $23.39              $2.58

The most commonly cited indicator of the level of domestic  drilling activity is
the Baker Hughes rig count which represents the number of active oil and natural
gas rigs currently  being operated in the U.S. Since July 1987, the Baker Hughes
rig count hit a high in  December  1990 of 1,179 rigs and a low in April 1999 of
488.  However,  by September 30, 1999, the active rig count increased 49.6% from
this low to 730 rigs. The following chart shows the U.S. rig count at each month
end since  October 1996 and our  shipments of oil country  tubular goods for the
same period:

                    Baker Hughes             Maverick Oil Country
                     Rig Count              Tubular Goods Shipments

     10/96               837                      25,658
     11/96               850                      19,655
     12/96               852                      26,873
     1/97                822                      21,492
     2/97                849                      23,957
     3/97                897                      22,799
     4/97                897                      23,182
     5/97                935                      24,924
     6/97                976                      28,125
     7/97                974                      30,156
     8/97                993                      28,255
     9/97              1,009                      32,355
     10/97               996                      28,117
     11/97               983                      26,797
     12/97             1,011                      32,398
     1/98                991                      23,177
     2/98                974                      19,514
     3/98                932                      20,599
     4/98                884                      16,133
     5/98                850                      16,480
     6/98                854                      14,807
     7/98                816                      13,814
     8/98                792                      15,591
     9/98                774                      14,719
     10/98               734                      13,058
     11/98               688                       8,294
     12/98               653                      15,619
     1/99                594                       8,959
     2/99                542                       7,784
     3/99                526                       9,227
     4/99                495                      11,159
     5/99                516                      14,213
     6/99                562                      16,575
     7/99                590                      16,728
     8/99                645                      18,796
     9/99                711                      24,822

The domestic oil country  tubular  goods market is also affected by the level of
industry  inventories  maintained by manufacturers,  distributors and end users.
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.  For calendar years 1996 and 1997,  increasing
industry  inventory levels added an estimated 4.3% and 14.6%,  respectively,  to
oil country tubular goods demand for new production.  However, for calendar year
1998,  declining industry inventory levels satisfied 8.5% of oil country tubular
goods  consumption.   Management  believes  that at  September 30, 1999 industry
inventories  are at or below normal levels in  relation to  demand, as months of
supply of inventory has decreased from 8.3 months at fiscal year end 1998 to 5.4
months at fiscal year end 1999, a decrease of 34.9%.

Import levels of  foreign oil country  tubular goods also  significantly  affect
the domestic oil country tubular goods market. High levels of imports reduce the
volume  sold by  domestic  producers  and tend to suppress  selling  prices.  We
believe that domestic 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. 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.  The U.S.
International  Trade  Commission is in the process of reviewing  these duties in
1999. 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.  The U.S.  International  Trade Commission is
scheduled to review these duties in 2000.  If these duties expire or are renewed
on a less stringent  basis,  we could be exposed to increased  competition  from
imports.

The  following  table  illustrates  certain  factors  related  to  industry-wide
domestic  drilling  activity,  domestic oil country  tubular goods  consumption,
shipments, imports and inventories during the calendar years presented:


                                              Year Ended December 31,
                                              ----------------------
                                               1998    1997    1996
                                              ----------------------
U.S. drilling activity
      Average rig count                         831     943     779
                                              =====   =====   ======
U.S. oil country tubular goods consumption
   (in thousands of tons):
      U.S. producer shipments                 1,217   2,097   1,742
      Imports                                   343     412     231
      Inventory (increase)/decrease             156    (349)    (84)
      Used pipe                                 111     223      78
                                             -----------------------
        Total U.S. consumption                1,827   2,383   1,967
                                             =======================


The rig count in the table is based on weekly  rig count  reporting  from  Baker
Hughes,  Inc.  U.S.  consumption  of oil country  tubular  goods is based on our
estimate of per rig consumption of oil country  tubular goods  multiplied by the
Baker  Hughes  rig count.  Total  U.S.  consumption  (in  thousands  of tons) as
reported by Pipe Logix, Inc., an independent  domestic oil country tubular goods
industry reporting service for calendar 1996, 1997 and 1998 was 1,775, 2,025 and
1,668,  respectively.  Imports are as reported by Duane Murphy and Associates in
"The  OCTG  Situation  Report."  Inventory  (increase)/decrease  are  management
estimates  based upon  independent  research  by Duane  Murphy  and  Associates.
Inventory  (increase)/decrease (in thousands of tons) as reported by Pipe Logix,
Inc.  for  calendar  years  1998,  1997  and  1996  was  136, (671)  and  (366),
respectively. Used pipe quantities are calculated by multiplying 8.3 recoverable
tubing and casing tons (as determined by independent research performed by Duane
Murphy  and  Associates)  by the  number  of  abandoned  oil  and gas  wells  as
determined by the completed wells per year as reported by the American Petroleum
Institute  adjusted for the net change in active wells as reported by World Oil.
U.S. producer shipments are calculated using the above components.

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 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.

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 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 oil country tubular goods and line pipe shipments
in tons, net sales and as a percentage of overall net sales measured in dollars:


<TABLE>
<CAPTION>
                  Oil Country Tubular Goods               Line Pipe
               -------------------------------    ------------------------------
                          Net Sales    % of                Net Sales     % of
Period          Tons       (000's)   Net Sales     Tons     (000's)    Net Sales
-----------    -------    ---------  ---------    ------   ---------   ---------
<S>            <C>        <C>          <C>        <C>       <C>          <C>
Fiscal 1999    165,200    $ 93,331     54.1%      19,758    $ 8,533      4.9%
Fiscal 1998    242,146     173,329     65.3       21,097     11,496      4.3
Fiscal 1997    308,427     208,932     71.8       26,501     14,947      5.1
</TABLE>


Our  decreased  sales of oil  country  tubular  goods in fiscal 1998 were due to
declining demand and a smaller industry inventory increase.  Our decreased sales
of oil country  tubular  goods in fiscal 1999 were due to  declining  demand and
draw-downs of industry  inventories.  Our decreased sales of line pipe in fiscal
1998 and 1999 were due in large part to competition from imported pipe.

Our energy  products  meet or exceed  applicable  American  Petroleum  Institute
standards.  In addition,  similar to other producers, we manufacture oil 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  American  Petroleum   Institute   standards  and  to  provide
performance features comparable to products meeting those standards.  We warrant
our  American  Petroleum  Institute  casing  and tubing to be free of defects in
material  or  workmanship  in  accordance   with  the   Institute's   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 maintain  insurance
coverage against potential claims in an amount which we believe to be adequate.

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
or do not  end-finish  their  products at all,  thus adding to their freight and
handling costs.  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.  Both of our energy facilities  provide
heat-treatment  capabilities  necessary for the  production of alloy grade pipe.
Our alloy grade tubing and casing products accounted for 24%, 24% and 21% of the
tons of energy products sold in fiscal 1999, 1998 and 1997.  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 9 5/8" in  outside  diameter.  Excluding  drill  pipe,  which  we do not
manufacture,  approximately  61% of the total oil country tubular goods and line
pipe tonnage produced in the western  hemisphere in calendar 1997 fell into this
size range.  Approximately  19% of the total tonnage produced was greater than 9
5/8"  through 16" in  outside diameter, and the  remaining 20% was  outside this
size range.

Our planned  construction  and enhancement of the  large-diameter  facility will
enable  us to  manufacture  oil  country  tubular  goods  and line pipe in sizes
ranging from 1 1/2" to 16" in  diameter.  This capability  will broaden our pro-
duct line of  oil country   tubular  goods and line pipe.  We expect the product
line  expansion to allow us to increase  market share by selling to our existing
customers with minimal  increases in cost,  improve our bargaining position with
existing distributors and increase  complementary product sales of existing pro-
ducts by offering larger sizes.

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.  Sales to Canadian  customers in fiscal 1999, 1998 and 1997
were $11.3  million,  $17.9 million and $26.3  million,  respectively.  Sales to
other  foreign  customers  in fiscal 1999,  1998 and 1997 made up an  additional
$200,000,  $900,000  and  $400,000,   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 plan to also  market  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 both of 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 September 30, 1999 and 1998, our backlog  orders  (including bill and hold
orders not yet  shipped)  for oil country  tubular  goods and line pipe products
were  approximately $47.6 million and $19.5 million,  respectively.   All of the
backlog  orders as of September 30, 1999 are expected to be filled by the end of
fiscal  2000.   We consider  only $3.7  million and $3.6  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 in-
dicative  of our  actual  operating  results for  any fiscal  period.  We cannot
give  any  assurance that the  amount of  backlog at any  particular  date  will
ultimately be realized.

At June 1, 1999 the average price we  charged for our oil country tubular  goods
had decreased to $559  per ton from $665  per ton in November  1998 and $760 per
ton in late 1997.  At September 30, 1999 the average price  charged increased to
$579 per ton due to a price increase of $20 per ton effective June 30, 1999.  On
September 1,  1999,  we  increased the  price of  our oil country  tubular goods
another $80 per ton.  These increases have allowed us to increase our  price per
ton to  levels  close to the  November 1998  level or just over  one-half of the
total  decrease  since  late 1997.   We cannot assure you  that any of our price
increases will hold.

In fiscal 1999, four distributors, including National-Oilwell,  Inc. combined to
become  Sooner  Pipe & Supply  Corp. ("Sooner"),  one of the  largest  distribu-
tors  of  oil country   tubular  goods.  Sooner  accounted  for 13% of  our  net
sales for  fiscal  1999.  Also, in  fiscal 1999, another  distributor,  McJunkin
Appalachian Oilfield accounted for an additional 13%of our net sales.  In fiscal
1998 and 1997, one distributor, National-Oilwell, Inc., accounted for 14% of our
net sales in each year.  In fiscal 1997, another  distributor,  Master Tubulars,
Inc., accounted for 11% of our net sales.  We  currently  use several  distribu-
tors and believe that additional qualified  distributors are available to assist
us in meeting the end-users' needs.  While we believe that we could  replace any
one  distributor, including  Sooner or  Master  Tubulars, with  other  qualified
distributors,  the  loss of Sooner or  Master Tubulars could have a material ad-
verse effect on our net sales or results of operations.

Manufacturing.  We manufacture  oil country tubular goods and line pipe products
at our  facilities in Hickman,  Arkansas and Conroe,  Texas.  We believe we will
begin limited  production of select  industrial  and energy  products at our new
large diameter  facility adjacent to our Hickman,  Arkansas facilities,  by July
2000 with full  production  capability  of all  products  by October  2000.  The
facilities are  strategically  located to serve the energy markets in the United
States. We can currently produce at a consolidated maximum rate of approximately
669,000  tons of finished  products  per year with  approximately  477,000  tons
currently  dedicated to energy  related  products.  After  completion of our new
large-diameter facility, we expect these amounts to increase to 919,000 tons and
627,000  tons per year,  respectively.  We operated our energy  facilities  at a
capacity  utilization of approximately  40% during fiscal 1999 and approximately
55% during fiscal 1998.

In order to control our manufacturing  costs, we attempt to maximize  production
yields  from  purchased  steel and reduce unit labor  costs.  In fiscal 1999 and
fiscal  1998,   purchased   steel   represented   approximately   61%  and  67%,
respectively, of our cost of goods sold. For fiscal 1999 and fiscal 1998, direct
and indirect labor costs accounted for approximately 12% and 10%,  respectively,
of our cost of goods  sold.  We control  labor costs by  automating  some of our
activities  and by seeking to optimize  product  throughput and  scheduling.  We
maintain an innovative  compensation  plan at our Hickman,  Arkansas and Conroe,
Texas  facilities,  whereby  employees  receive  quarterly  bonuses for superior
productivity  and cost  savings.  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 75% of an employee's
salary and wages.

During  fiscal 1999 and fiscal  1998,  we spent $3.0  million and $7.5  million,
respectively,  on new capital equipment for our energy  facilities.  Our capital
budget for fiscal 2000 is $4.0 million. We expect these capital  expenditures to
result in manufacturing cost savings,  quality  improvements and/or expanding or
maintaining production capabilities and product lines. In addition, we expect to
spend  approximately $40.0 million to construct and equip the new large-diameter
facility that will produce,  in part, oil country tubular goods and line pipe in
larger sizes than we currently produce.

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  domestic 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  competitors  are Lone Star Steel  Company and  Newport  Steel
Company,  which produce electric resistance welded pipe, and United States Steel
Corporation and North Star Steel Company, which primarily produce seamless pipe.
We also  compete in the line pipe market with these same  competitors,  and with
foreign producers of oil country tubular goods, most of which are units of large
foreign  steel makers.  During  calendar years 1997 and 1998 and the  first nine
months of 1999, we estimate that domestic oil country tubular goods market pene-
tration of tons consumed by imports was 17.3%, 18.8% and 9.0%, respectively.


The Structural Tube and Standard Pipe Industry

General.  Our structural tubing products are used in the following applications:

* construction, including handrails, building columns and bridge frames;
* transportation, including boat trailers;
* agricultural, including farm implement components and tillage equipment;
* material handling, including storage rack systems and conveying systems
      support; and
* recreational, including exercise equipment.

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 and standard pipe are produced by processing flat rolled steel
into strips which are cold-formed, welded and heat-treated or seam-annealed. 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
significantly less than oil country tubular goods.

We believe  that demand for  structural  tubing is  influenced  primarily by the
level of general  economic  activity  in the United  States.  We  estimate  that
domestic  consumption of structural tubing during calendar  years 1998, 1997 and
1996 was 2.0 million, 1.9 million and 1.7 million tons, respectively.

Standard pipe products are used in industrial applications such as steam, water,
air and gas lines,  and plumbing  and heating.  As with  structural  tubing,  we
believe that demand for standard  pipe is  influenced  primarily by the level of
general  economic  activity  in the United  States.  We estimate  that  domestic
consumption of standard pipe during  calendar years 1998,  1997 and 1996 was 2.6
million,  2.7 million  and 2.6  million  tons,  respectively.  In recent  years,
standard  pipe has faced  limited new  competition  from plastic pipe in certain
applications.

Our Products. We produce square,  rectangular and round structural tubing at our
facilities  in sizes  ranging from  1 1/2 to 8" square and the equivalent  sizes
in rectangular and round tubing. Our products range from .120 to .0500 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  Hickman  structural  facility is
approximately  192,000  tons. We  were  operating at approximately  86%  of  our
structural  capacity during fiscal 1998 and 67% of capacity during fiscal 1999.

The following  table shows our structural  tubing and standard pipe shipments in
tons, net sales and as a percentage of overall net sales measured in dollars:

<TABLE>
<CAPTION>
                       Structural Tubing                 Standard Pipe
                ------------------------------   ------------------------------
                          Net Sales    % of                Net Sales   % of
Period           Tons      (000's)   Net Sales    Tons      (000's)   Net Sales
-----------     -------   ---------  ---------   ------    ---------  ---------
<S>             <C>        <C>         <C>       <C>        <C>         <C>
Fiscal 1999     129,829    $56,369     32.7%     18,447     $ 8,414     4.9%
Fiscal 1998     142,779     68,892     26.0      22,196      11,632     4.4
Fiscal 1997     111,735     54,639     18.8      23,294      12,542     4.3
</TABLE>


Completion  of the new  large-diameter  facility will increase 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 limiting the amount of additional  expenses.  We also believe this
new  facility  will allow 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 fiscal 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 will produce upon 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 September 30, 1999 and 1998, our backlog of orders for  structural  tubing
and standard pipe was $6.1  million and $5.5 million,  respectively.  All of the
backlog  orders as of September 30, 1999 are expected to be filled by the end of
fiscal 2000. 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  facility  located in Hickman,
Arkansas.  We are also currently producing  structural round tubing products and
standard  pipe at our two energy  facilities  in Hickman,  Arkansas  and Conroe,
Texas and  expect to begin  production  of larger  sized  structural  tubing and
standard  pipe upon  completion  of our  large diameter  facility  to be located
adjacent to our Hickman, Arkansas location by July 2000.

Based  upon  historical  product  relationships  and our  assumptions  about the
market,  we estimate that the sizes of structural  tubing  products we currently
are  capable of  manufacturing  account for 85% of the  domestic  tonnage of all
sizes  of  domestic  structural  tubing  products  consumed.   Similarly,  after
completing  the new  large diameter  facility,  we  estimate  that we  should be
capable  of  manufacturing  sizes  that  account  for more than 97% of  domestic
tonnage consumed.

Based on an industry source, we believe that the types of standard pipe products
we are capable of manufacturing  account for  approximately  25% of the domestic
tonnage of all types of standard pipe products  consumed.  After  completing the
new large diameter facility,  we expect to be capable of manufacturing more than
41% of the domestic tonnage of all sizes of products consumed.

Consistent with our manufacturing strategy for oil country 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 at our  Arkansas  facility  and the  strategic
location of the facility  provide a conversion  cost  advantage  relative to the
majority of existing domestic structural tubing and standard pipe manufacturers.

During  fiscal  1999 and  fiscal  1998,  we spent  $1.5  million  and  $722,000,
respectively,  on additional  equipment  needed for  manufacturing of structural
tubing and standard pipe  products.  Our capital  budget for fiscal 2000 is $3.0
million.  We expect these capital  expenditures to result in manufacturing  cost
savings and quality improvements.

Competition.  Although a  significant  market for  structural  tubing is located
within a 400 mile  radius of our  Hickman  structural  facility,  no other major
structural  tubing  facility is  currently  located  within  this area.  Foreign
competition,  primarily  from  Canada,  represented  23%,  22% and 23% of  total
domestic  sales of  structural  tubing in calendar  years  1998,  1997 and 1996,
respectively. We compete primarily against several domestic and numerous foreign
producers of structural tubing. Our more significant structural tube competitors
are Leavitt Tube Company, Inc., Welded Tube Corporation of America,  Copperweld,
Bull Moose 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  31%,  24% and 25% of total  domestic  sales of  standard  pipe in
calendar years 1998, 1997 and 1996, respectively.  Our more significant standard
pipe  competitors  are Wheatland  Tube Company,  Armco,  Inc.,  Sawhill  Tubular
Division, Laclede Steel Company and IPSCO Tubulars, Inc.

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

The Cold Drawn Tubing Market

General.  The cold drawn  tubing  market is made up of  mechanical  or  pressure
tubing used for  applications  that require  closer  tolerances  and/or a better
surface finish than ordinary  electrical  resistance  welded or seamless tubing.
The following table describes some of these applications:

Industrial Uses               Oilfield Uses              Consumer Uses
-------------------------     ----------------------     --------------------
Hydraulic, pneumatic          Mud pumps                  Motorcycle forks
   and gas cylinder stock
                              Precision pumps            Exercise equipment
Power takeoff and auger
   shafts                     Perforating tubes          Office furniture

Electric motor housings       Subsurface pump shells     Playground equipment

Conveyor rollers              Coupling stock             Bicycles

Axles                                                    Boat trailers


Cold drawn tubing starts with either a plain-end  electric  resistance welded or
seamless  tube.  The source tube is then pulled through a die and over a mandrel
to create precise outside and inside  diameters or wall tolerances and to create
a smoother finish.

The cold drawn tubing market is driven primarily by the general  economy.  Other
factors include  agricultural prices and infrastructure  construction due to the
large  quantity of cold drawn  tubing  consumed in  cylinder  manufacturing  for
agriculture and construction  machinery. We believe the market size is currently
about 516,000 tons per year. Imports have typically satisfied 5% of consumption.

The market is made up of three  segments  based upon  outside  diameter and wall
thickness of the tube, as follows:

                           Outside Diameter            Wall Thickness
                           -----------------           --------------
        Group 1            through 4"                  through .134"
        Group 2            4" through 7 1/2"           through .320"
        Group 3            above 7 1/2"                all

Our Products.  We primarily  manufacture  and sell cold drawn tubing products in
the Group 2 and Group 3 market  segments as shown  above.  As of  September  30,
1999,  the sales of our cold drawn  tubing  products  had not  reached  material
levels.

Marketing.  Our current customer base for cold drawn tubing is primarily made up
of service centers. Generally, because cold drawn tubing products are components
of larger  products,  order  sizes range from 5,000 to 10,000  pounds,  which is
smaller  than our  typical  order  sizes for  structural  tubing or oil  country
tubular goods. We almost always  manufacture cold drawn tubing products to order
resulting in a finished goods  inventory that is smaller than our finished goods
inventory of structural or energy  products.  Currently,  the industry lead time
for cold drawn tubing is approximately six to seven weeks.

As  of  September  30,  1999,  our  backlog  of cold  drawn  tubing  orders  was
approximately  $900,000. We do not consider any of our backlog firm. 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.  In fiscal 1998, we acquired the assets used in the production of
cold  drawn  tubular  products  at our  production  facility  in  Beaver  Falls,
Pennsylvania.  This facility began production during the first quarter of fiscal
1999.  We expect to supply  approximately  75% of this  facility's  raw material
requirements  from our other  production  facilities.  We purchase the remainder
from outside sources, which include both smaller diameter pipe that is less than
1 9/10" and larger diameter pipe that is greater than 10", and seamless pipe.

During fiscal 1999, we spent approximately $2.7 million on additional  equipment
for the Beaver  Falls  facility.  Our  capital  budget  for fiscal  2000 is $2.0
million.  We expect these capital  expenditures to result in manufacturing  cost
savings and quality improvements. We currently have approximately 75,000 tons of
drawing capacity annually.

Competition.  A significant market for drawn tubing is located within a 500 mile
radius of the Pennsylvania  facility. Our primary competitors in this market are
Alliance Midwest,  Copperweld,  Lone Star Steel, LTV, Metal Matic, Pacific Tube,
Plymouth Tube,  Pittsburgh  Tube,  Vision Metals and Webco.  We believe that the
principal  competitive  factors  affecting our drawn tubular products are price,
quality, product availability, delivery and service.

Raw Materials

We make all steel purchases at our  headquarters  in order to optimize  pricing,
quality,  availability  and  delivery  of our raw  materials.  During  1998,  we
consumed  approximately 2.0% of the total amount of hot rolled steel produced in
the United States.  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 domestic suppliers, with approximately 75% of
consolidated  purchases  made from Nucor  Corporation.  Nucor's mill in Hickman,
Arkansas  is  directly  connected  by  rail  to  our  Hickman  facilities,  thus
eliminating  our raw material  freight  costs for raw materials  purchased  from
Nucor. To date, we have not experienced any significant disruption in our supply
of raw materials.

Employees

As of September  30, 1999,  we employed  approximately  1,035  persons,  of whom
approximately 20% were salaried and approximately 80% were employed on an hourly
basis.  None of our  employees  are  represented  by a union.  We  consider  our
employee relations to be excellent.


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
110 acres of our 160 acre site in  Hickman,  Arkansas  for two  facilities  with
approximately  315,000 square feet  of oil country  tubular goods  manufacturing
and storage space which 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 and 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. Approximately 50
acres remain in Hickman,  Arkansas for future expansion,  including the 40 acres
required  for the new  large-diameter  facility.  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.  We lease a 21 acre site and a 370,000
square  foot  manufacturing  facility  in  Beaver  Falls,  Pennsylvania  for the
production of cold drawn tubing, with an option to purchase which is exercisable
on September 17, 2001 which is the  expiration  date of the  lease.   Each manu-
facturing  facility operated by Maverick is  served by truck,  has its own  rail
spur,  other than the  Beaver Falls facility, and is  within close  proximity of
barge facilities.

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


ITEM 3

LEGAL PROCEEDINGS

General.  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.

Environmental  Matters. We are subject to federal, state and local environmental
laws and regulations  concerning,  among other things,  waste water disposal and
air  emissions.  We believe we are currently in compliance  with all  applicable
environmental regulations.


ITEM 4

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There  were  no  matters  submitted,  during  the  fourth quarter of fiscal 1999
covered by this report, to a vote of our security holders through the solicita-
tion of proxies or otherwise.

ITEM 4A

OUR EXECUTIVE OFFICERS

Name    Age     Title
-------------------------------------------------------------------------------
Gregg M. Eisenberg      49    Chairman of the Board, President and
                                Chief Executive Officer

Barry R. Pearl          50    Vice President - Finance and Administration,
                                Treasurer, Secretary and Chief Financial Officer

Sudhakar Kanthamneni    52    Vice President - Manufacturing and Technology

T. Scott Evans          52    Vice President - Commercial Operations

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

Barry R.  Pearl has  served as Vice  President  -  Finance  and  Administration,
Treasurer,  Secretary  and Chief  Financial  Officer  since  June  1998.  He was
formerly  employed  by Santa Fe  Pacific  Pipeline  Partners,  L.P.  in  Orange,
California  where he was the Senior Vice President and Chief  Financial  Officer
from  January  1995  until  March  1998  and  Senior  Vice  President,  Business
Development from 1992 to January 1995.

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

T. Scott Evans has served as Vice President - Commercial  Operations of Maverick
since  September  1992.  Prior to  joining  Maverick  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.


                                    PART II

ITEM 5

MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Information  regarding  Maverick's  Common Stock included on page 28 of the 1999
Annual Report under the caption "MARKET FOR OUR COMMON EQUITY AND RELATED STOCK-
HOLDER MATTERS" is incorporated herein by this reference.


ITEM 6

SELECTED FINANCIAL DATA

Selected  Financial  Data  included  on page 27 under  the  caption  "Historical
Financial  Information" of the 1999 Annual Report is incorporated herein by this
reference.


ITEM 7

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations  included  on  pages  12  through  17 of the 1999  Annual  Report  is
incorporated herein by this reference.


ITEM 7A

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.


ITEM 8

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Consolidated Financial Statements, the notes thereto and the Report of Ernst
& Young LLP  included  on  pages 17  through  26 of  the 1999  Annual Report are
incorporated herein by this reference.


ITEM 9

CHANGES IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND  FINANCIAL
DISCLOSURES

None.



                                    PART III

ITEM 10

DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information required by Item 10 is incorporated herein by reference from our
definitive proxy statement which is being filed with the Securities and Exchange
Commission  within 120 days of the end of our most recent fiscal year.  See also
Part I, Item 4A hereof.


ITEM 11

EXECUTIVE COMPENSATION

The information required by Item 11 is incorporated herein by reference from our
definitive proxy statement which 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 incorporated herein by reference from our
definitive proxy statement which 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 incorporated herein by reference from our
definitive proxy statement which is being filed with the Securities and Exchange
Commission within 120 days of the end of our most recent fiscal year.


                                    PART IV

ITEM 14

EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

a.     1.      Financial Statements
               The following  consolidated financial statements of Maverick Tube
               Corporation and Subsidiaries, included in the 1999 Annual Report,
               are incorporated herein by reference in Item 8:
                    Report of Independent Auditors.
                    Consolidated  Balance  Sheets as of  September  30, 1999 and
                       1998.
                    Consolidated  Statements of  Operations  for the years ended
                       September 30, 1999, 1998 and 1997.
                    Consolidated  Statements  of  Stockholders'  Equity  for the
                       years ended September 30, 1999, 1998 and 1997.
                    Consolidated  Statements  of Cash Flows for the years  ended
                       September 30, 1999, 1998 and 1997.
                    Notes to Consolidated  Financial  Statements as of September
                       30, 1999.

       2.      Financial Statement Schedule

               The  following   consolidated  financial  statement  schedule  of
               Maverick Tube  Corporation and Subsidiaries is included with this
               Annual Report on Form 10-K:

                  Schedule II   Valuation and Qualifying  Accounts for the years
                                ended September 30, 1999, 1998 and 1997.

               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:
                        See Exhibit Index.

                    The  following  is a list of  each  management  contract  or
                    compensatory plan or arrangement  required to be filed as an
                    exhibit to this Annual  Report on Form 10-K pursuant to Item
                    14(c) of this report:

                    Maverick  Tube  Corporation  Amended and Restated 1990 Stock
                      Option Plan
                    Maverick Tube  Corporation  Savings for  Retirement  Plan as
                      revised on January 1, 1993
                    Amended Maverick Tube Corporation 1994 Stock Option Plan
                    Amended Maverick Tube Corporation Director Stock Option Plan
                    Form  of  Deferred   Compensation   Agreement  with  Certain
                      Executive Officers
                    Employment Agreement with Barry R. Pearl
                    Form of Severance Agreement with Executive Officers

b.     Reports on Form 8-K:
                    No Reports of Form 8-K were filed during the fourth  quarter
                    of the Registrant's fiscal year ended September 30, 1999.

<TABLE>
                   Maverick Tube Corporation and Subsidiaries

                Schedule II - Valuation and Qualifying Accounts
                                 (In thousands)
<CAPTION>

                                                               Additions
                                                        -----------------------
                                            Balance at  Charged to     Charged
                                            beginning    cost and      to other     Deductions       Balance at
Classification                               of year     expenses      accounts     (describe)       end of year
----------------------------------------------------------------------------------------------------------------
<S>                                           <C>           <C>          <C>         <C>                <C>
Year ended September 30, 1997:
  Deducted from asset accounts:
     Accounts receivable allowances           $  629        $ 44         $ --        $   285  (1)       $ 388
     Valuation allowance for deferred taxes   $1,147        $ --         $ --        $(1,147) (2)       $  --

Year ended September 30, 1998:
  Deducted from asset account:
     Accounts receivable allowances           $  388        $  3         $ --        $    --           $ 391

Year ended September 30, 1999:
  Deducted from asset account:
     Accounts receivable allowances           $  391        $151         $ --        $    --            $ 542


<FN>
(1) Uncollectible accounts written off, net of recoveries.
(2) Resulted from the utilization of net operating and alternative  minimum loss
    carryforwards and reevaluation of remaining deferred tax assets.
</FN>
</TABLE>


                                   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)


December 15, 1999                           /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.


December 15, 1999                       /s/ Gregg M. Eisenberg
                                  ----------------------------------------------
                                  Gregg M. Eisenberg, Chairman, President and
                                      Chief Executive Officer and Director
                                      (Principal Executive Officer)

December 15, 1999                       /s/ Barry R. Pearl
                                  ----------------------------------------------
                                  Barry R. Pearl, Vice President - Finance and
                                    Administration
                                    (Principal Financial and Accounting Officer)


December 15, 1999                       /s/ William E. Macaulay
                                  ----------------------------------------------
                                  William E. Macaulay, Director



December 15, 1999                       /s/ John M. Fox
                                  ----------------------------------------------
                                  John M. Fox, Director


December 15, 1999                       /s/ C. Robert Bunch
                                  ----------------------------------------------
                                  C. Robert Bunch, Director


December 15, 1999                       /s/ C. Adams Moore
                                  ----------------------------------------------
                                  C. Adams Moore, Director


December 15, 1999                       /s/ David H. Kennedy
                                  ----------------------------------------------
                                  David H. Kennedy, Director


December 15, 1999                       /s/ Wayne P. Mang
                                  ----------------------------------------------
                                  Wayne P. Mang, Director

<TABLE>
                                  EXHIBIT INDEX
<CAPTION>
EXHIBIT                                                                     PAGE
NUMBER           DESCRIPTION                                              NUMBER
<S>   <C>                                                                    <C>

 3.1  Amended and Restated Certificate of Incorporation of the Registrant
      dated March 18, 1991, as amended by a Certificate of Amendment of
      Certificate of Incorporation dated September 1, 1998, filed herewith.

 3.2  Certificate of Designations of Rights, Preferences and Privileges of
      Series I Junior Participating Preferred Stock, incorporated herein by
      reference to Exhibit 3.2 to the Registrant's Registration Statement
      on Form S-3, File No. 333-87045.

 3.3  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 (the "1998 Form 10-K").

 4.1  Shareholder Rights Agreement dated as of July 24, 1998 between the
      Registrant and Harris Trust and Savings Bank as Rights Agent
      incorporated herein by reference to Exhibit 1 of the Registrant's
      Form 8-A filed on August 5, 1998, as amended by the Registrant's
      Form 8-A/A (Amendment No. 1), filed on July 7, 1999.

 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.

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.

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  Supplement to the Second Term Loan Agreement dated December 15, 1994,
      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,
      1994 (the "1994 Form 10-K").

10.7  The Maverick Tube Corporation 1994 Stock Option Plan, incorporated
      herein by reference to Exhibit 10.17 of the 1994 Form 10-K.

10.8  The Maverick Tube Corporation Director Stock Option Plan,
      incorporated herein by reference to Exhibit 10.18 of the 1994
      Form 10-K.

10.9  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 (the "1996 Form 10-K").

10.10 Form of Severance Agreement dated December 10, 1998, by and among
      the Registrant and Gregg M. Eisenberg, Barry R. Pearl, Sudhakar
      Kanthamneni and T. Scott Evans, incorporated herein by reference to
      Exhibit 10.16 of the 1998 Form 10-K.

10.11 Amendment #1 to the Maverick Tube Corporation Director Stock Option
      Plan, incorporated herein by reference to Exhibit 10.24 of the 1996
      Form 10-K.

10.12 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.

10.13 Employment Agreement of Barry R. Pearl, incorporated herein by
      reference to Exhibit 10 of the Registrant's Quarterly Report on Form
      10-Q for the period ended June 30, 1998.

10.14 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 1998 Form 10-K.

10.15 Secured Credit Agreement ("Secured Credit Agreement") dated
      September 18, 1998, by and among the Registrant, Harris Trust and
      Savings Bank ("Harris Trust") and Mercantile Bank of St. Louis, N.A.
      ("Mercantile Bank"), incorporated herein by reference to Exhibit
      10.14 of the 1998 Form 10-K.

10.16 First Amendment to Secured Credit Agreement dated as of December 10,
      1998, incorporated herein by reference to Exhibit 10.17 of the 1998
      Form 10-K.

10.17 Second Amendment to Secured Credit Agreement dated as of June 30,
      1999, incorporated herein by reference to Exhibit 10 of the
      Registrant's Quarterly Report on Form 10-Q for the period ended
      June 30, 1999.

10.18 Third Amendment to Secured Credit Agreement dated as of December 8,
      1999, filed herewith.

13    Portions of Registrant's 1999 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.

27.1  Financial Data Schedule, filed herewith.

99.1  Risk Factors, filed herewith.
</TABLE>