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                                                                 EXHIBIT 10.16

                               SEVERANCE AGREEMENT


         This Severance  Agreement (the  "Agreement") is made as of the 11th day
of  November,  1998,  by and  between  MAVERICK  TUBE  CORPORATION,  a  Delaware
corporation (the "Company"), and ___________________ ("Executive").

         WHEREAS, the Board of Directors of the Company ("Board") has determined
that it is in the best  interests of the Company and its  stockholders  that the
continuous employment of key management personnel be fostered; and

         WHEREAS,  the Board has  determined  that  appropriate  steps should be
taken to reinforce and encourage the continued  attention and dedication of such
personnel to their management duties;

         NOW, THEREFORE, for good and valuable consideration the sufficiency and
receipt of which is hereby  acknowledged,  the Company and the Executive  hereby
agree as follows:

         1.    Definitions.  Capitalized terms used in this Agreement  have  the
 meanings set forth below.

                   (a)_____"Cause" means the commission of (i) an act or acts of
personal  dishonesty  performed  by the  Executive  and  intended  to  result in
substantial  personal  enrichment of the Executive at the expense of the Company
or an affiliate;  (ii) an act of disloyalty or conduct  clearly tending to bring
discredit upon the Company or any affiliate;  or (iii) a felony  involving moral
turpitude.

                   (b)_____"Change in Control" means:

                            (i) the  acquisition,  direct  or  indirect,  by any
         individual,  entity,  or group ("Person"),  of beneficial  ownership of
         thirty-five percent (35%) or more of either all then outstanding shares
         of Stock  or,  if  different,  the  combined  voting  power of all then
         outstanding  voting  securities  entitled  to  vote  generally  in  the
         election of  directors  ("Other  Voting  Securities")  of the  Company,
         provided that the following  acquisitions shall not constitute a change
         of control:  (A) any  acquisition  directly  from the Company;  (B) any
         acquisition by the Company; (C) any acquisition by any employee benefit
         plan or related  trust  sponsored or  maintained  by the Company or any
         affiliate;   and  (D)  any   acquisition   pursuant  to  a  transaction
         immediately  following  which the conditions  described in clauses (A),
         (B), and (C) of part (iii) of this Section 4 are satisfied; or

                            (ii) the cessation of those  individuals  who, as of
         the  date of this  Agreement,  constitute  the  Board  (the  "Incumbent
         Board") for any reason to  constitute at least a majority of the Board;
         provided,  however,  that any individual  becoming a director after the
         date of this Agreement  whose election or nomination was approved by at
         least a majority of the directors then  comprising the Incumbent  Board
         shall  be  deemed  a  member  of the  Incumbent  Board,  other  than an
         individual  becoming  a  director  as a result  of  either an actual or
         threatened  election  contest or solicitation of proxies or consents by
         or on behalf of a Person other than the Board; or

                            (iii)  the  approval  by  the  stockholders  of  the
         Company  of  a  reorganization,   merger,  or  consolidation  (each,  a
         "Transaction") unless, in each case, following such Transaction (A) all
         or  substantially  all of the  beneficial  owners  of the Stock and the
         combined voting power of all outstanding Other Voting Securities of the
         Company  immediately  prior  to  such  Transaction   beneficially  own,
         directly or indirectly, more than fifty percent (50%) of, respectively,
         the common stock and the combined voting power of all outstanding Other
         Voting  Securities of the corporation  resulting from such  Transaction
         ("Resulting  Corporation")  in  substantially  the same  proportions as
         their ownership  immediately prior to such  Transaction;  (B) no Person
         (other than the Company and any employee  benefit plan or related trust
         of  the  Company  or  a  Resulting   Corporation)   beneficially   owns
         thirty-five   percent  (35%)  or  more  of,   respectively,   the  then
         outstanding shares of common stock of the Resulting  Corporation or the
         combined voting power of all then outstanding  Other Voting  Securities
         of such  Resulting  Corporation  and (C) at  least  a  majority  of the
         directors of the  Resulting  Corporation  were members of the Incumbent
         Board at the time of the execution of the initial  agreement  providing
         for such Transaction; or

                            (iv) the approval by the stockholders of the Company
         of (A) a complete  liquidation or dissolution of the Company or (B) the
         disposition  of  substantially  all of the assets of the Company  other
         than to a  corporation  with  respect to which all of the  following is
         true following such  disposition:  (I) more than 50% of,  respectively,
         the then outstanding  shares of common stock of such corporation  ("New
         Stock") and the combined voting power of all  outstanding  Other Voting
         Securities of such corporation ("New Other Voting  Securities") is then
         owned beneficially, directly or indirectly, by substantially all of the
         beneficial  owners of the Stock and the  combined  voting  power of all
         outstanding Other Voting Securities of the Company in substantially the
         same  proportions as their  ownership of such securities of the Company
         immediately  prior  thereto;  (II) no Person other than the Company and
         any employee  benefit  plan or related  trust of the Company or of such
         corporation then beneficially owns thirty-five percent (35%) or more of
         the New Stock or the New Other Voting Securities;  and (III) at least a
         majority  of the  directors  of such  corporation  were  members of the
         Incumbent  Board at the time of the execution of the initial  agreement
         or action providing for such disposition.

                   (c)_____"Effective   Date"   means  the  date  on  which  the
termination of the Executive's  employment is to be effective under the terms of
any written notice or other documentation thereof.

                   (d)_____"Good Reason" for termination by the Executive of his
employment means the occurrence (without the Executive's written consent) of any
of the following  unless,  in the case of any of (i), (v), (vi), or (vii),  such
act or failure to act is  corrected  within five  business  days  following  the
giving of notice of termination  by the  executive,  in the case of (iii) below,
such act is not objected to in writing by the  Executive  within  fourteen  days
after notification thereof:

                            (i)  the  assignment  to  the  Executive  of  duties
         inconsistent  with his status as an executive officer of the Company or
         a meaningful  alteration,  adverse to the  Executive,  in the nature or
         status of his responsibilities (other than reporting  responsibilities)
         from those in effect immediately prior to the Change in Control;

                            (ii) a reduction in the  Executive's  Regular Annual
         Salary  except  for  an  across-the-board  salary  reduction  similarly
         affecting  all  senior   executives  of  the  Company  and  all  senior
         executives of any person or entity in control of the Company;

                            (iii)  a   requirement   by  the  Company  that  the
         Executive relocate his residence outside the metropolitan area in which
         the  Executive  was based  immediately  prior to a Change  in  Control,
         provided that  business  travel in an amount  substantially  consistent
         with an  Executive's  previous  travel  obligations  shall  in no event
         constitute such a requirement;

                            (iv)  failure by the  Company to pay any  portion of
         his compensation within fourteen days of the date it is due;

                            (v) failure by the Company to continue in effect any
         compensation plan in which the Executive participates immediately prior
         to  a  Change  in  Control   that  is  material   to  the   Executive's
         compensation,  unless  an  equitable  arrangement  has been  made  with
         respect to such plan;

                            (vi)   failure  by  the  Company  to  continue   the
         Executive's participation in a plan described in (v) or a substitute or
         alternative  plan on a  basis  not  materially  less  favorable  to the
         Executive as existed at the time of a Change in Control;

                            (vii)  failure by the Company to continue to provide
         the Executive with benefits  substantially  similar to those enjoyed by
         him prior to a Change in Control; or

                            (viii) the  determination  by the Executive,  in his
         sole and absolute discretion,  that the business philosophy or policies
         of the Company or its  successor or the  implementation  thereof is not
         compatible with those of the Executive.

          The Executive's  continued  employment shall not of itself  constitute
consent  to, or a waiver of rights  with  respect  to, any act or failure to act
constituting Good Reason hereunder.

                   (e)_____"Potential Change in Control" means:

                            (i) the  entrance by the Company  into an  agreement
         the consummation of which would result in the occurrence of a Change in
         Control;

                            (ii) the  announced  intention of the Company or any
         person or entity of taking  any  action  that,  if  consummated,  would
         constitute a Change in Control; or

                            (iii) the adoption by the Board of a  resolution  to
         the effect that for purposes of this Agreement,  a Potential  Change in
         Control has occurred.

                   (f)_____"Regular  Annual Salary" means the base annual salary
being paid to the Executive  immediately prior to the Effective Date,  exclusive
of  any  bonuses  or  other  incentive   compensation,   but  inclusive  of  any
compensation  then being deferred by the Executive under the Company's  Deferred
Compensation Plan.

                   (g)_____"Retirement" means the termination of employment of a
Company employee if such employee immediately thereafter receives benefits under
any retirement  plan of the Company in effect  immediately  prior to a Change in
Control or if such termination is in accordance with any retirement  arrangement
established with the Executive's consent with respect to the Executive.

                   (h)_____"Stock" means the $.01 par value common stock of  the
Company.

                   (i)_____"Tax  Gross-up Amount" means the sum of (x) an amount
equal to all taxes imposed upon Executive  under Section 4999(a) of the Internal
Revenue Code of 1986, as amended (the "Code"),  resulting from payments or other
benefits (including,  without limitation,  accelerated vesting or exercisability
of stock  rights or options) to  Executive  under this  Agreement  being  deemed
"excess parachute payments," as such term is defined in Section 280(G)(b) of the
Code  (the  "Subject  Taxes"),  and  (y) an  amount  which  will as  closely  as
reasonably practicable approximate any additional income or excise taxes payable
by  Executive  as a result of the payment of the Subject  Taxes on behalf of the
Executive pursuant to this Agreement.

                   (j)_____"Total   Disability"   means  the  inability  of  the
Executive  to  perform  the  duties  of his  position  for  the  greater  of 180
successive  days or a total of 270 days in any period of 365 days or such period
as constitutes "total disability" under any disability insurance program or plan
maintained by the Company.

         2.  Term.  The term of this  Agreement  shall  begin as of the date set
forth above and shall continue  through  November 11, 2001,  provided that as of
November 11, 2001 and each November 11  thereafter,  the term of this  Agreement
shall  automatically  be extended for one additional year unless,  not less than
six months prior to any such date, either (i) the Company or the Executive shall
have given notice to the contrary,  or (ii) a Change of Control has occurred. If
a Change in Control  occurs at any time during the term or any  renewal  term of
this Agreement,  notwithstanding  notice of termination  having been given, this
Agreement  shall  remain in effect  for a period of not less than two years from
the date of such Change in Control.

         3.  Severance  Pay. If the  employment  of Executive is terminated at a
time not within the thirty  (30) month  period  following  a Change in  Control,
other  than (i) by the  Company  for  Cause,  (ii) by  reason  of  death,  Total
Disability,  or Retirement, or (iii) by the Executive without Good Reason, as of
the Effective  Date, and in addition to all  obligations  otherwise owing to the
Executive  on the  Effective  Date,  the  Company  shall  continue to pay to the
Executive for a period of six months  following  the Effective  Date (I) amounts
equal to those received  periodically  prior to the Effective Date in payment of
his  Regular  Annual  Salary,  on the  same  periodic  schedule  as prior to the
Effective Date, and (II) benefits under group health and life insurance plans in
which the  Executive  participated  prior to the  Effective  Date, to the extent
permissible  under the  terms of such  plans to do so.  Except  as  specifically
provided  herein,  no other  payments or benefits will be furnished or paid, and
all  contributions  or  deductions,  if  any  (other  than  deductions  made  in
connection with the benefits  specifically  provided for herein,  if any), shall
cease as of the Effective Date.

         4. Confidentiality.  The Executive  specifically  acknowledges that all
information pertaining to the Company or its business received by him during the
course of his employment that has been designated confidential by the Company or
has not been made publicly  available is the exclusive  property of the Company,
and the Executive agrees that during and after his employment by the Company, he
will not disclose any of such  information  without the prior written consent of
the Board to anyone not  employed  by the  Company or engaged by the  Company to
render  services to it. The Executive  further  agrees that he will not use such
information  for his own  benefit  or the  benefit  of any party  other than the
Company. This Section 4 shall survive termination of this Agreement.

         5. Executive's  Covenants.  The Executive  agrees that,  subject to the
terms and conditions of this  Agreement,  in the event of a Potential  Change in
Control  during the term of this  Agreement,  the  Executive  will remain in the
employ of the Company  following the occurrence of such event until the earliest
of (i) six months from the date of such  Potential  Change in Control,  (ii) the
date of a Change in Control,  (iii) the date of  termination by the Executive of
his  employment for Good Reason  (determined  by treating a Potential  Change in
Control as a Change in Control in applying the  definition of Good Reason) or by
reason of death or  Retirement,  or (iv) the  termination  by the Company of the
Executive's employment for any reason.

         6.  Compensation  Upon Termination  Following a Change in Control.  If,
within  thirty  (30) months  after the  occurrence  of a Change in Control,  the
Executive's  employment is  terminated  other than (i) by the Company for Cause,
(ii) by  reason of  death,  Total  Disability,  or  Retirement,  or (iii) by the
Executive  without Good Reason,  then, in addition to all obligations  otherwise
owing to the Executive on the Effective  Date,  the Company shall pay or provide
to the Executive within sixty (60) days of the Effective Date the following: (I)
a lump sum amount equal to the product of 2.5 and the sum of (a) the Executive's
then  Regular  Annual  Salary,  and (b) the annual  amount that would be paid to
Executive  pursuant to the  Company's  Performance  Bonus Plan assuming that all
performance  levels had been  achieved at maximum  levels;  (II) for a period of
thirty (30) months  following the Effective Date, (A) the continuation of health
insurance,  life insurance,  and disability insurance benefits substantially the
same as any  such  benefits  provided  to  Executive  immediately  prior  to the
Effective Date by the Company under group insurance  plans or otherwise,  to the
extent  permissible  under the terms of such plans to do so and if such coverage
is not permitted,  amounts necessary for premium payments for such coverage; (B)
the continuation of Executive's car allowance,  and club membership fees, if any
(or an  amount  sufficient  to  cover  such  continued  car  allowance  and club
membership  fees); and (III) the Tax Gross-Up Amount,  if applicable.  Except as
specifically provided herein, no other payments or benefits will be furnished or
paid, and all contributions or deductions, if any (other than deductions made in
connection with the benefits  specifically  provided for herein,  if any), shall
cease as of the Effective Date.

                   The  Executive's  employment  shall be  deemed  to have  been
terminated  following a Change in Control by the Company without Cause or by the
Executive  with Good  Reason  (i) if  terminated  prior to a Change  in  Control
without  Cause at the  direction  of a person or entity who or that has  entered
into an agreement with the Company the  consummation  of which will constitute a
Change in Control or (ii) if the Executive  terminates his employment  with Good
Reason prior to a Change in Control  (determined by treating a Potential  Change
in Control as a Change in Control in applying the  definition of Good Reason) if
the  circumstance or event that  constitutes Good Reason occurs at the direction
of such person or entity.

         7. Not an Employment  Agreement;  Superceding  Effect.  This  Agreement
shall not be construed as creating an express or implied contract of employment.
This Agreement shall supercede any severance  agreement  previously entered into
or  obligation  otherwise  agreed to between the parties  hereto with respect to
severance payments.

         8.    Successors; Binding Agreement.

                   (a) In  addition to any  obligations  imposed by law upon any
successor to the Company, the Company will require any successor (whether direct
or  indirect,  by  purchase,  merger,  consolidation,  or  otherwise)  to all or
substantially  all of the business or assets (or a  combination  thereof) of the
Company  expressly  to assume and agree to perform  this  Agreement  in the same
manner and to the same extent  that the Company  would be required to perform it
if no such  succession  had taken  place.  Failure of the Company to obtain such
assumption and agreement prior to the effectiveness of any such succession shall
be a breach of this  Agreement  and shall  entitle the  Executive  the  payments
described in Section 5 that would be payable upon  termination  by the Executive
for Good Reason immediately after a Change in Control.

                   (b)  This  Agreement  shall  inure to the  benefit  of and be
enforceable by the Executive's  legal  representatives  and other  successors in
interest,  provided that this  Agreement  may not be assigned by  Executive.  If
Executive  dies while any amount  (other  than an amount that by its terms is to
terminate  upon his death)  would  still be payable to him  hereunder  if he was
still living,  all such amounts shall be paid in accordance  with this Agreement
to the executors, personal representatives, or administrators of the Executive's
estate.

         9. Fees. The Company shall pay to Executive all legal fees and expenses
incurred by Executive as a result of Executive's  termination (including al such
fees  and  expenses,  if any,  incurred  in  contesting  or  disputing  any such
termination  or in seeking to or in connection  with any tax audit or proceeding
to the extent  attributable  to the  application of Section 4999 of the Code, to
any payment or benefit provided hereunder) unless such termination is (i) by the
Company for Cause; (ii) by reason of death,  total disability or retirement,  or
(iii) by the Executive without Good Reason.

         10.  Miscellaneous.  No  provision of this  Agreement  may be modified,
waived,  or  discharged  unless so agreed by the parties in  writing.  No waiver
shall be deemed a waiver of the same or any other  provision  at the same or any
other  time.  This  Agreement  sets forth the entire  agreement  of the  parties
regarding its subject  matter.  This Agreement  shall be governed by the laws of
the State of Missouri  other than the conflicts of law provisions  thereof.  All
payments provided for hereunder shall be made net of any applicable  withholding
requirements of federal, state, or local law. The invalidity or unenforceability
of  any  provision  of  this   Agreement   shall  not  affect  the  validity  or
enforceability of any other provision of this Agreement.


         IN WITNESS WHEREOF,  the parties have executed or caused to be executed
this Agreement as of the date set forth above.



                          MAVERICK TUBE CORPORATION



                          By:_______________________________
                          Title:____________________________


                          Executive:


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