<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                               Washington, DC 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, 1998
                                       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                                                  1-10651

                           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                                              63017-4800
(Address of principal executive offices)                              (Zip Code)
                              (314) 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. ( )

The  aggregate  market  value of the  15,301,072  shares of Common Stock held by
non-affiliates  of the  Registrant as of December 10 was  $______________  based
upon the closing price as reported on the NASDAQ  National  Market on that date.
As of December 10, 1998, the Registrant  had  15,437,474  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, 1998                               Parts I, II and IV
Proxy Statement for the 1999 Annual Meeting of Stockholders             Part III


                  MAVERICK TUBE CORPORATION AND SUBSIDIARY

                                   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 DISCLOSURES

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

This Form 10-K contains certain forward-looking statements within the meaning of
the federal securities laws which,  while reflective of management's  beliefs or
expectations,  involve certain risks and uncertainties, many of which are beyond
the control of the Company.  Accordingly,  the Company's  actual results and the
timing of certain events could differ  materially from those  discussed  herein.
Factors that could cause or contribute to such differences  include, but are not
limited to, oil and gas price volatility, steel price volatility and those other
factors  discussed  in  the  Sections  captioned  "Business"  and  "Management's
Discussion and Analysis of Financial  Condition and Results of  Operations"  and
those risk factors discussed in Exhibit 99.1 hereto.

                                     PART I

ITEM 1

BUSINESS

General

Maverick Tube Corporation,  together with its subsidiaries,  Maverick Investment
Corporation,  Maverick  Tube,  L.P.  and  Maverick  Tube  International,   Inc.,
("Maverick" or the "Company")  manufactures  electric  resistance welded ("ERW")
pipe used in the energy industry for drilling and production  applications ("oil
country  tubular  goods" or  "OCTG")  and line  pipe for  surface  handling  and
transportation  of oil and natural gas. OCTG and line pipe products are produced
through both the ERW and seamless  processes,  and ERW pipe is generally a lower
priced,  comparable  quality  alternative to seamless pipe in many applications.
The  Company  believes  it is one of the  leading  domestic  producers  of  OCTG
products.

The Company also manufactures structural tubing (shapes and rounds) and standard
pipe.  Structural  tubing is an ERW product used  predominately in construction,
transportation,  agriculture,  material handling and recreational  applications.
Standard  pipe,  as in OCTG,  is  produced  through  both  the ERW and  seamless
processes,  with  the  significant  majority  of  producers  manufacturing  ERW.
Standard pipe is used in various industrial applications.

In fiscal 1999, the Company will begin the  production of cold drawn  mechanical
tubing  through its  recently  purchased  production  facility in Beaver  Falls,
Pennsylvania.  This product will be included in the Company's industrial product
segment.

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 10 to the Consolidated Financial Statements on page 27 of the
Company's  1998 Annual Report to  Stockholders  ("Annual  Report"),  portions of
which are filed as Exhibit 13, hereto.

Effective  October 1, 1997, the operating assets and related  liabilities of the
Company's  two operating  divisions (i.e.,  its Texas  division and its Arkansas
Division),  which constituted substantially all of the assets and liabilities of
the Company, were contributed to Maverick Tube, L.P., a limited partnership (the
"Operating  Company").  Maverick Tube  Corporation  holds a five-percent  equity
interest in the Operating Company as the sole general partner thereof.  Maverick
Investment Corporation,  a wholly-owned subsidiary of Maverick Tube Corporation,
holds the ninety-five  percent equity  interest in the Operating  Company as the
sole limited partner  thereof.  This restructure was effected to more accurately
reflect the manner in which the Company  conducts its  business.  As a result of
this  restructure,  Maverick now conducts  substantially  all of its  operations
through the Operating Company. The newly purchased production facility in Beaver
Falls, Pennsylvania, is therefore held by the Operating Company.

The Energy Pipe Industry

OCTG products are used in drilling,  completion and production  applications  in
the energy  industry.  The  domestic  consumption  of OCTG  products  depends on
several factors,  the most  significant  being the number of oil and natural gas
wells being drilled.  In addition,  OCTG  production  tubing may be periodically
replaced during the life of a producing  well. OCTG  consumption is satisfied by
domestic   production,   imports  and   draw-downs  of   inventories   owned  by
manufacturers, distributors and end users.

A significant factor affecting the market for production of OCTG products is the
level of industry inventories maintained by manufacturers,  distributors and end
users. For calendar years 1996 and 1997,  increasing  industry  inventory levels
added 4.7% and 16.0%,  respectively,  to OCTG demand.  For the nine months ended
September 30, 1998,  industry  inventory levels were relatively  flat.  However,
because of the prior build in industry  inventories  coupled with the  declining
rig count  (down  24.4% from its fiscal 1997 level of 998 rigs to 754 at the end
of fiscal 1998),  the Company  believes that  inventory  levels at September 30,
1998 resulted in a 30% increase in inventory per rig. This increase in inventory
per rig has been reflected in the current 7.3 months of supply in inventory.

OCTG products are produced in numerous sizes, weights,  grades and end finishes.
The Company believes that most OCTG products are produced to American  Petroleum
Institute ("API")  specifications.  In addition, the Company and other producers
manufacture pipe in certain custom or proprietary grades. The grade of pipe used
in a particular  application  depends on technical  requirements  for  strength,
corrosion  resistance  and  other  performance  qualities.   OCTG  products  are
generally  classified  into  groupings  of "carbon" and "alloy"  grades.  Carbon
grades of OCTG (yield  strength levels of 75,000 pounds per square inch or less)
are  generally  used  in  oil  and  natural  gas  wells  drilled  to  depths  of
approximately  8,000 to 11,000 feet. Alloy grades of OCTG (yield strength levels
of 75,000 pounds per square inch or more) are generally  used in oil and natural
gas wells drilled to depths in excess of 11,000 feet.

Carbon  and  alloy  grades  of OCTG  products  are  available  from both ERW and
seamless  producers.  ERW 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 OCTG in a manner  similar to ERW. The Company  believes
that the  seamless  manufacturing  process  involves  higher  costs than the ERW
process and that, as a result,  seamless  products are  generally  priced higher
than comparable ERW products.

Based  on  published  industry  statistics,  ERW  products,  which  did not have
significant  market  penetration  prior  to  the  mid-1970's,  now  account  for
approximately  forty-six  percent  of the  tonnage  of  domestic  OCTG  products
consumed annually. The Company believes ERW products have captured a significant
majority of the carbon  grade OCTG  market,  while  seamless  products  retain a
significant  majority of the alloy grade OCTG market.  The Company believes that
further  significant  market  penetration  of  ERW  products  will  depend  upon
increased market  acceptance of ERW products and  technological  advances in the
types of raw materials and equipment utilized in the ERW manufacturing process.

Line pipe,  which is principally  used for surface  transmission of oil, natural
gas and other fluids, is produced  principally by companies with capabilities to
produce OCTG products and is produced in both ERW and seamless  form.  Line pipe
markets are dependent  not only on the factors which  influence the OCTG market,
but also on the level of pipe line construction activity,  line pipe replacement
requirements,  new residential construction and utility purchasing programs. The
Company  shipped  21,097  tons of line pipe in fiscal 1998 as compared to 26,501
and  30,112  tons of line  pipe in  fiscal  1997  and  1996,  respectively.  The
decreased  sales by the Company of line pipe in fiscal 1997 were principally due
to a shift in  manufacturing  capacity as it  concentrated on the improving OCTG
market.  The decreased sales by the Company of line pipe in fiscal 1998 were due
to competition from imported pipe.

Products

The  Company  produces  both OCTG and line pipe  products.  Prior to 1994,  OCTG
products constituted approximately 90% of the Company's net sales. During fiscal
1996,  the  percentage  decreased  to 65% as the Company  continued  to grow its
industrial products market share.  During fiscal 1997, the percentage  increased
to 71.8% due to strong OCTG demand and increases by the Company in the number of
products  offered.  During fiscal 1998, the percentage  returned to 65.3% as the
high  demand in the  energy  market  experienced  during  the  first six  months
decreased  significantly,  while the industrial  products market  continued on a
stable growth pattern.

OCTG products include production tubing, which is used to convey oil and natural
gas to the surface of a well,  production casing,  which is used to line a newly
completed  well,  and  surface  casing,  which is used to protect  water-bearing
formations  during the drilling of a well.  Generally,  deeper wells  drilled to
depths greater than 15,000 feet require  products that presently  cannot be made
by the Company's ERW 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.  The Company's  energy  products
meet API or other proprietary standards. The Company's proprietary OCTG and line
pipe products are generally  designed to be utilized in similar  applications as
products  meeting  API  standards  and are  engineered  to  provide  performance
features comparable to products meeting API standards.  The Company warrants its
API  casing  and tubing to be free of defects  in  material  or  workmanship  in
accordance with applicable API specifications and warrants its proprietary grade
products against defects in accordance with the Company's  standards,  which are
disclosed to customers in connection  with their purchase of such products.  The
Company has not incurred significant costs in connection with this warranty. The
Company maintains insurance coverage against potential claims in an amount which
it believes to be adequate.

The  Company  manufactures  finished  products  in both  carbon and alloy  steel
grades.  Virtually  all  of  the  Company's  products  are  fully  completed  or
"end-finished"  at the  Company's  facilities,  in  contrast  to  certain of the
Company's competitors which do not end-finish their products or which end-finish
their products at different locations, 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.  The Company's
fully  finished  OCTG  products  are ready to be installed in oil or natural gas
wells.  By  end-finishing  its  products,  the Company is better able to control
quality, cost and service to customers.  Both of the Company's energy facilities
provide heat-treatment  capabilities necessary for the production of alloy grade
pipe. The Company's  alloy grade tubing and casing  products  accounted for 24%,
23% and 27% of net sales in fiscal 1998, 1997 and 1996, respectively.

Marketing

The Company sells its products primarily throughout the United States and Canada
to numerous distributors, which resell the pipe to major and independent oil and
natural gas  production,  gathering  and pipeline  companies.  During the fiscal
years ended September 30, 1998, 1997 and 1996,  sales by the Company to Canadian
customers   constituted   $17.9  million,   $26.3  million  and  $12.9  million,
respectively.  Sales to other  foreign  customers in fiscal 1998,  1997 and 1996
made  up an  additional  $900,000,  $400,000  and  $300,000,  respectively.  The
Company's  marketing  philosophy  emphasizes  delivering   competitively  priced
quality  products and  providing a high level of service to its  customers.  The
Company maintains  inventories of finished goods which are housed at both of its
production facilities and at field locations close to areas of drilling activity
which  allows the  Company to provide  timely  delivery of its  products.  As of
September 30, 1998, 1997 and 1996, the Company's  backlog orders (including bill
and hold sales not yet shipped) were approximately $19.5 million,  $62.7 million
and $57.6 million,  respectively.  All of the backlog orders as of September 30,
1998 are expected to be filled in fiscal 1999.  The Company's  backlog orders as
of any particular date may not be indicative of the Company's  actual  operating
results  for any fiscal  period.  There can be no  assurance  that the amount of
backlog at any particular date will ultimately be realized.

In  fiscal  1998,  1997 and  1996,  one  distributor,  National  Oilwell,  Inc.,
accounted  for 14%, 14% and 16% of the  Company's  net sales,  respectively.  In
fiscal 1997, another distributor, Master Tubulars, Inc. accounted for 11% of the
Company's net sales. The Company  currently  utilizes  several  distributors and
believes  that  additional  qualified  distributors  are available to assist the
Company in meeting the  end-users'  needs.  While the Company  believes  that it
could replace any one distributor of its products,  including  National Oilwell,
Inc. or Master Tubulars,  Inc. with other qualified  distributors,  no assurance
can be given that the loss of National  Oilwell,  Inc. or Master Tubulars,  Inc.
would not have an  adverse  effect on the  Company's  net  sales or  results  of
operations.

Raw Materials

All steel purchases are made at the Company's  headquarters in order to optimize
pricing, quality,  availability and delivery of the Company's raw materials. The
Company  consumes  approximately  2.5% of the total  amount of hot rolled  steel
produced  annually in the United States and believes it is generally  considered
to be a significant purchaser by its suppliers.  The Company maintains favorable
working  relationships  with its steel suppliers and believes that it is treated
favorably  with  respect  to volume  allocations  and  deliveries.  The  Company
presently  purchases the majority of its steel from several domestic  suppliers,
with  approximately 75% of consolidated  purchases made from Nucor  Corporation.
During fiscal 1998, the Company began  purchasing some of its raw materials from
foreign suppliers due to their competitive pricing. To date, the Company has not
experienced any significant disruption in its supply of raw materials.

Manufacturing

The  Company  manufactures  OCTG and line pipe  products  at its  facilities  in
Conroe, Texas and Hickman, Arkansas. The facilities are strategically located to
serve the energy markets in the United States. The Company can currently produce
at a consolidated  maximum rate of  approximately  669,000 tons of pipe per year
with approximately  477,000 tons currently  dedicated to energy production.  The
Company was operating its facilities at a capacity  utilization of approximately
55% during fiscal 1998.  Substantially  all of the Company's energy products are
finished on site for immediate drilling, production or line pipe applications.

In order to control its  manufacturing  costs,  the Company attempts to maximize
production  yields from purchased  steel and reduce unit labor costs.  Purchased
steel  represents  approximately  67% of the Company's cost of goods sold. Labor
costs are  controlled  by  automation  of certain  activities  and by optimizing
product  throughput and scheduling.  For fiscal 1998,  direct and indirect labor
costs  accounted for  approximately  10% of the cost of goods sold.  The Company
maintains  an  innovative   compensation  plan  at  both  of  its  manufacturing
facilities,   whereby   employees   receive   quarterly   bonuses  for  superior
productivity  and cost  savings.  In addition,  some  employees  are eligible to
receive  annual  profitability  bonuses  based upon the  Company's  consolidated
earnings. The maximum achievable incentives and bonuses range from 15% to 75% of
an employee's salary or wages.

During fiscal 1998, the Company spent $7.5 million on new capital  equipment for
its energy  facilities.  These  capital  expenditures  are expected to result in
manufacturing  cost savings,  quality  improvements and expanding or maintaining
production capabilities.

Competition

The market for OCTG and line pipe  products is highly  competitive.  The Company
believes  that the  principal  competitive  factors  affecting  its business are
price,  quality,  delivery,  availability  and service.  The Company believes it
enjoys an excellent  reputation for quality  products and  outstanding  customer
service.  The Company  competes  with  approximately  nine domestic and numerous
foreign  producers  of OCTG  products,  some of  which  have  greater  financial
resources  than the  Company.  The  Company's  more  significant  ERW pipe  OCTG
competitors  are  Lone  Star  Steel  Co.  and  Newport  Steel  Co.  and its more
significant   seamless  pipe  OCTG  competitors   include  United  States  Steel
Corporation,  North Star Steel Co. and C F & I Limited Partnership.  The Company
also competes in the line pipe market against these same  competitors,  and with
foreign  producers of OCTG  products,  most of which are units of large  foreign
steel  makers.  During  calendar  years 1996,  1997 and the first nine months of
1998,  domestic OCTG market  penetration by imports was 11.8%,  22.5% and 18.6%,
respectively, of tons consumed.

The Structural Tube and Standard Pipe Industry

Structural   tubing   products   are  used  in   construction,   transportation,
agriculture,  material  handling  and  recreational  applications.  The uses for
structural  tubing include  handrails,  building  columns,  walkway  components,
bridge frames,  recreational vehicle frameworks,  boat trailers,  farm implement
components,  tillage equipment,  storage rack systems, conveying systems support
and  exercise  equipment.  Demand  for  structural  tubing  is  believed  to  be
influenced  primarily  by the level of general  economic  activity in the United
States.  In addition,  structural  tubing is an attractive  alternative to other
structural  steel forms,  such as I-beams and H-beams,  as 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 certain applications.

The Company  believes that  domestic  consumption  of  structural  tubing during
calendar  1997,  1996 and 1995 was 1.7 million,  1.4 million and 1.5 million and
tons, respectively. Based on published industry statistics, the Company believes
that the types of  structural  tubing  products  it is capable of  manufacturing
account  for more than 85% of the  domestic  tonnage  of all  types of  domestic
structural tubing products consumed.

Standard pipe products are used in industrial applications such as steam, water,
air and gas  lines,  and  plumbing  and  heating.  Demand for  standard  pipe is
believed to be influenced primarily by the level of general economic activity in
the  United  States.  In  recent  years,  standard  pipe has faced  limited  new
competition from plastic pipe in certain applications.

The Company believes that domestic  consumption of standard pipe during calendar
1997,  1996  and  1995  was 2.7  million,  2.6  million  and 2.6  million  tons,
respectively.  Based on published industry statistics, the Company believes that
the types of  standard  products  it is  capable of  manufacturing  account  for
approximately 30% of the domestic tonnage of all types of domestic standard pipe
products consumed annually.

Products

The Company is currently  producing  structural  square and  rectangular  shaped
tubing products on two tubing mills in its structural  tube facility  located in
Hickman,  Arkansas.  The Company is also currently  producing  structural  round
tubing products and standard pipe at its two energy facilities in Conroe,  Texas
and  Hickman,  Arkansas.  Because  of  the  large  number  of  applications  for
structural  tubing and standard pipe, the number of different  structural tubing
and standard pipe products  produced for the industrial  market is  considerably
larger than that  produced for the OCTG  market.  The Company  produces  square,
rectangular and round structural  tubing at its facilities in sizes ranging from
one and one half to eight inch square (and the  equivalent  sizes in rectangular
and round  tubing) and in  thicknesses  from 0.120 to 0.500  inches.  The annual
capacity  dedicated to industrial  products is  approximately  192,000 tons. The
Company was operating at approximately 85% of capacity during 1998.

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 OCTG products. The Company currently sells principally to distributors,
but  during  fiscal  1998 and 1997  significantly  increased  its sales to large
end-user  customers.  As in the case of OCTG products,  the Company's  marketing
strategy  emphasizes  delivering   competitively  priced  quality  products  and
providing a high level of service to its  customers.  As  indicated  above,  the
application  of structural  tubing and standard pipe products is diverse,  and a
short lead time is required for customer satisfaction. Consequently, the Company
maintains  inventory  levels  comparable to those for OCTG products (in terms of
months  supply),  but such  finished  goods  inventory  will consist of a larger
number of items  than in the case of OCTG.  The  Company  is  utilizing  several
experienced  agency firms in its sales  efforts.  As of September 30, 1998,  the
Company's  backlog orders were  approximately  $5.5 million.  All of the backlog
orders as of September  30, 1998 are  expected to be filled in fiscal 1999.  The
Company's  backlog orders as of any particular date may not be indicative of the
Company's  actual  operating  results  for any  fiscal  period.  There can be no
assurance  that the  amount of  backlog  at any given  time  ultimately  will be
realized.

Manufacturing

The  manufacturing  process for structural  tubing and standard pipe products is
similar to the process of manufacturing  plain-end OCTG products.  The machinery
and equipment used for the manufacture of structural tubing products are similar
to equipment used for the  manufacture of OCTG products.  Structural  tubing and
standard pipe is not,  however,  subject to the same degree of tolerances as are
OCTG products,  which results in lower  production costs relating to testing and
inspection than for OCTG products. Moreover,  structural tubing does not require
end finishing,  flash  elimination  from the welding  process or seam annealing.
Because less finishing is required of structural  tubing products as compared to
OCTG,  the  average  cost per ton to  convert  steel into  structural  tubing is
significantly  less than OCTG.  Unlike  OCTG  products,  all  structural  tubing
products are ERW.

Consistent with its manufacturing strategy for OCTG production,  the Company has
become a  low-cost,  high-volume  producer  of  quality  structural  tubing  and
standard  pipe  products.  The  Company  believes  that the  application  of its
efficient  manufacturing  process developed for the production of OCTG products,
the labor  costs at its  Arkansas  facility  and the  strategic  location of the
facility  provide  a  conversion  cost  advantage  relative  to the  majority of
existing structural tubing and standard pipe manufacturers.

During  fiscal 1998,  the Company  spent  approximately  $722,000 on  additional
equipment needed for manufacturing.

Competition

Although a significant market for structural tubing is located within a 400 mile
radius of the structural facility,  no other major structural tubing facility is
currently located within this area. Foreign competition,  primarily from Canada,
represent  24%,  26% and 29% of total  domestic  sales of  structural  tubing in
calendar  1997,  1996  and  1995.  The  Company   competes   primarily   against
approximately  seven  domestic and  numerous  foreign  producers  of  structural
tubing.  The Company's 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  24%,  25% and 29% of total  domestic  sales of  standard  pipe in
calendar  1997,  1996  and  1995.  The  Company's  more   significant   domestic
competitors are Wheatland Tube Company,  Armco,  Inc. Sawhill Tubular  Division,
Laclede Steel Company and IPSCO Tubulars, Inc.

The Cold Drawn Mechanical Tubing Industry

In fiscal 1998, the Company  acquired assets that will be used in the production
of cold  drawn  tubular  products  at a  production  facility  in Beaver  Falls,
Pennsylvania  from PMAC,  Ltd. for $11.5  million.  This facility is expected to
begin production during the first six months of fiscal 1999.

Products

The drawn tubing market is comprised of mechanical or pressure  tubing  utilized
for applications  that require closer  tolerances and/or a better surface finish
than  ordinary  ERW  or  seamless  tubing.  Drawn  tubing  applications  include
hydraulic,  pneumatic  and gas cylinder  stock,  power takeoff and auger shafts,
electric  motor  housings,  conveyor  rollers  and  axles.  There  are also some
oilfield applications such as mud pumps, precision pumps, perforating gun tubes,
subsurface pump shells and coupling stock and some consumer applications such as
motorcycle forks,  exercise equipment,  office furniture,  playground equipment,
bicycles and boat trailers.

Marketing

The drawn  tubing  market is driven  primarily  by the  economy.  Other  factors
include grain prices and  infrastructure  construction due to the large quantity
of drawn mechanical tubing consumed in cylinder  manufacturing.  The market size
is currently  about 600,000 tons per year with ERW  accounting  for 450,000 tons
and seamless accounting for 150,000.  Imports typically satisfy less than 10% of
consumption. The five year historic growth rate for the market is 5.7%.

The market is  basically  broken  down into three  segments  based upon  outside
diameter  and wall of the tube.  Group 1 is outside  diameter  through  4", wall
thicknesses through .134", Group 2 is outside diameter from through 7 1/2", wall
thicknesses  through .320" and Group 3 is the outside diameter above 7 1/2", all
wall  thicknesses.  Maverick's  current  business  plan for the facility will be
concentrated on the Group 2 and Group 3 market segments.

Manufacturing

Drawn Tubing starts with either a plain end ERW or seamless tube.  Approximately
80% of the drawn tubing facility's raw material  requirements can be produced by
any of Maverick's  three other  production  facilities.  The  remainder  will be
purchased from outside sources and will include both smaller (less than 1 9/10")
and larger  diameter pipe (greater than 10") and seamless  pipe. The source tube
is then  pulled  through a die and over a  mandrel  to  create  precise  outside
diameter, inside diameter or wall tolerance and to create a smoother finish.

The Company anticipates having approximately 100,000 tons of drawing capacity.

Competition

A significant market for drawn tubing is located within a 500 mile radius of the
Pennsylvania  facility.  The Company  anticipates  that its  competitors in this
market will be Alliance Midwest,  Copperweld, Lone Star Steel, LTV, Metal Matic,
Pacific Tube, Plymouth Tube, Pittsburgh Tube, Vision Metals and Webco.

Employees

As of September 30, 1998, the Company had approximately  806 employees,  of whom
approximately 25% were salaried and approximately 75% were employed on an hourly
basis.  None of the Company's  employees are represented by a union. The Company
considers its employee relations to be excellent.

ITEM 2

PROPERTIES

The  Company  leases  approximately  40,000  square  feet  of  office  space  in
Chesterfield,  Missouri, for its  executive  offices  pursuant to a lease  which
expires in 2008. The Company owns a 21,000 square foot office  facility  located
on a 14-acre site in Union,  Missouri  that is leased to an  unaffiliated  third
party. The Company's  160-acre site in Hickman,  Arkansas includes two buildings
with approximately  315,000 square foot of OCTG manufacturing and storage space,
utilizing 55 acres. The 275,000 square foot structural tube manufacturing  plant
is located adjacent to the existing OCTG facility.  Approximately 120,000 square
feet of this facility is utilized for manufacturing  with the remainder used for
inventory and material  storage and shipping.  Approximately  80 acres remain in
Hickman, Arkansas for future expansion. Both facilities are leased with purchase
options  exercisable on the expiration dates of the leases. The expiration dates
are August 1, 2007 for the OCTG facility and February 1, 2004 for the structural
tube  facility.  The  Company  also owns 117 acres  and a  244,000  square  foot
manufacturing facility located in Conroe, Texas. Of the 117 acres, approximately
30 acres are used for  manufacturing  and storage and 60 acres are available for
future  expansion.  The Company  leases a 21 acre site and a 370,000 square foot
manufacturing  facility  in  Beaver  Falls,  Pennsylvania,  to be  utilized  the
production  of cold drawn  mechanical  tubing at this site during  early  fiscal
1999. Each  manufacturing  facility  operated by the Company is served by truck,
has its own rail spur and is within proximity of barge facilities.

The Company  believes  the  facilities  are in good  condition,  are  adequately
insured and are suitable for its planned level of operations.

ITEM 3

LEGAL PROCEEDINGS

From time to time the  Company is  involved  in  litigation  relating  to claims
arising out of its operations in the normal course of its business.  The Company
maintains  insurance  coverage  against  potential  claims in an amount which it
believes to be adequate.  The Company  believes that it is not presently a party
to any  litigation in which the outcome would have a material  adverse effect on
its business or operations.

The  Company is  subject  to  federal,  state and local  environmental  laws and
regulations  concerning,   among  other  things,  wastewater  disposal  and  air
emissions.  The  Company  believes  it  is  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 1998 covered
by  this  Report  to a vote  of  the  Company's  security  holders  through  the
solicitation of proxies or otherwise.

ITEM 4A

EXECUTIVE OFFICERS OF THE REGISTRANT


Name                       Age     Title


Gregg M. Eisenberg         48      Chairman of the Board, President and
                                    Chief Executive Officer
Barry R. Pearl             49      Vice President - Finance and Administration,
                                    Treasurer, Secretary and Chief Financial
                                    Officer
Sudhakar Kanthamneni       51      Vice President - Manufacturing and Technology
T. Scott Evans             51      Vice President - Commercial Operations

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

Mr.  Eisenberg has served as Chairman of the Board since  February  1996. He has
served as President, Chief Executive Officer and a director of the Company since
1988.  He is a former  director and past  chairman of the  Committee on Pipe and
Tube Imports.

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

Mr.  Kanthamneni has served as Vice President - Manufacturing  and Technology of
the Company  since August 1992.  From May 1991 to August 1992,  Mr.  Kanthamneni
served as the Company's Vice President - Manufacturing.

Mr. Evans has served as Vice  President - Commercial  Operations  of the Company
since September 1992.

                                     PART II

ITEM 5

MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Information  regarding Maverick's Common Stock included on page 32 of Maverick's
Annual Report under the captions  "Market for the Company's  Common  Equity" and
"Related Stockholder Matters" is incorporated herein by this reference.

ITEM 6

SELECTED FINANCIAL DATA

Selected Financial Data included on page 31 of the 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 16 through 20 of the 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  21  through  30 of  the  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 the
Registrant's  proxy  statement  which is being  filed  with the  Securities  and
Exchange  Commission  within 120 days of the end of the Registrant's 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 the
Registrant's  proxy  statement  which is being  filed  with the  Securities  and
Exchange  Commission  within 120 days of the end of the Registrant's most recent
fiscal year. But excluding the information  contained therein under the headings
"Compensation Committee Report" and "Stock Performance."

ITEM 12

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information required by Item 12 is incorporated herein by reference from the
Registrant's  proxy  statement  which is being  filed  with the  Securities  and
Exchange  Commission  within 120 days of the end of the Registrant's most recent
fiscal year.


ITEM 13

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by Item 13 is incorporated herein by reference from the
Registrant's  proxy  statement  which is being  filed  with the  Securities  and
Exchange  Commission  within 120 days of the end of the Registrant's 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 Annual Report of the
              Registrant to its  shareholders  for the year ended  September 30,
              1998, are incorporated herein by reference in Item 8:
                  Report of Independent Auditors.
                  Consolidated Balance Sheets as of September 30, 1998 and 1997.
                  Consolidated Statements of Operations for the years ended
                   September 30, 1998, 1997 and 1996.
                  Consolidated Statements of Stockholders' Equity for the years
                   ended September 30, 1998, 1997 and 1996.
                  Consolidated Statements of Cash Flows for the years ended
                   September 30, 1998, 1997 and 1996.
                  Notes to Consolidated Financial Statements as of
                   September 30, 1998.

         2.   Financial Statement Schedule
               The  following  consolidated  financial  statement  schedule  of 
               Maverick  Tube Corporation  and  Subsidiaries  is included  with 
               the Annual Report on Form 10-K:
                           
               Schedule          II   Valuation and qualifying accounts for the
                                      years ended September 30, 1998, 1997 and 
                                      1996.

              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 
             The Amended Maverick Tube  Corporation  1994 Stock Option Plan 
             The 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 8-K:  

          Two  Form  8-K's  were  filed   during  the  fourth   quarter  of  the
          Registrant's  fiscal year ended September 30, 1998. The Form 8-K filed
          on July 28,  1998  pertained  to the  adoption  by the  Company of the
          Shareholder  Rights  Plan.  The Form  8-K  filed on  August  27,  1998
          pertained  to  the  acquisition  by the  Company  of  its  cold  drawn
          production facility in Beaver Falls, Pennsylvania.
                    
<TABLE>
                    Maverick Tube Corporation and Subsidiary

                 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>            <C>  


Year ended September 30, 1996: Deducted from asset accounts:
     Accounts receivable allowances           $  306        $ 339      $  --          $   125  (2)   $   629
     Valuation allowance for deferred
       taxes                                  $2,737        $  --      $  --          $(1,590) (1)   $ 1,147

Year ended September 30, 1997: Deducted from asset accounts:
     Accounts receivable allowances           $  629        $  44      $  --          $   285  (2)   $   388
     Valuation allowance for deferred
       taxes                                  $1,147        $  --      $  --          $(1,147) (1)   $    --

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


<FN>

(1)      Resulted  from  the  utilization  of net  operating  and  alternative
         minimum loss  carryforwards and  re-evaluation of remaining  deferred
         tax assets.

(2)      Uncollectible accounts written off, net of recoveries.
</FN>
</TABLE>

SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the Company has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized on December 11, 1998.

                                          Maverick Tube Corporation
                                                 (registrant)


December 11, 1998                           /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  on behalf  of the  Company  by the  following  persons  in the
capacities on the dates indicated.


December 11, 1998                              /s/ Gregg M. Eisenberg
                                                   ----------------------
                                         Gregg M. Eisenberg, Chairman, President
                                        and Chief Executive Officer and Director

December 11, 1998                            /s/ Barry R. Pearl
                                                 ------------------
                                          Barry R. Pearl, Vice President Finance
                                        and Administration (Principal Financial 
                                                and Accounting Officer)


December 11, 1998                            /s/ William E. Macaulay
                                                 -----------------------
                                           William E. Macaulay, Director



December 11, 1998                            /s/ John M. Fox
                                                 ---------------
                                           John M. Fox, Director


December 11, 1998                            /s/ C. Robert Bunch
                                                 -------------------
                                           C. Robert Bunch, Director


December 11, 1998                            /s/ C. Adams Moore
                                                 ------------------
                                           C. Adams Moore, Director


December 11, 1998                            /s/ David H. Kennedy
                                                 --------------------
                                           David H. Kennedy, Director


December 11, 1998                            /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            N/A
      Registrant, incorporated herein by reference to Exhibit 3.2 to
      the Registrant's Registration  Statement on Form S-1, 
      File No. 33-37363 (the "1991  Registration Statement").

 3.2  Amended and Restated Bylaws of the Registrant as amended, filed
      herewith.

 4.1  Shareholder Rights Agreement dated as of July 24, 1998 between the  N/A
      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.

 4.2  Form of Stock Certificate for Common Stock, incorporated herein by  N/A
      reference to Exhibit 4.1 to the 1991 Registration Statement.

10.1  Lease and Agreement dated July 24, 1992, by and between the         N/A  
      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  N/A 
      Plan, incorporated herein by reference to Exhibit 10.21 to the
      Registrant's Annual Report on Form 10-K for the year ended 
      September 30, 1991.

10.3  Maverick Tube Corporation Savings for Retirement Plan effective on  N/A
      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 year ended September 30, 1993

10.4  Lease Agreement dated as of March 1, 1994, between the Authority,   N/A
      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 No 33-80096.

10.5  First Supplemental Trust Indenture to Lease Agreement  between the  N/A
      Authority, as lessor and the Registrant, as lessee relating to the
      Registrant's Arkansas Structural Facility, dated July 1, 1994, 
      incorporated by reference to Exhibit 10.1 to the Registant'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,  N/A 
      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  N/A 
      herein by reference to Exhibit 10.17 of the 1994 Form 10-K.

10.8  The Maverick Tube Corporation Director Stock Option Plan,           N/A 
      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  N/A
      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 Amendment #1 to The Maverick Tube Corporation's Director Stock      N/A 
      Option Plan, incorporated herein by reference to Exhibit 10.24 of 
      the 1996 Form 10-K.

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

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

10.13 Agreement of Limited Partnership between the Registrant, Maverick
      Investment Corporation and Maverick Tube L.P., filed herewith

10.14 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"), filed herewith.

10.15 Note  Receivable dated December 10, 1998, by and among  the
      Registrant, and Barry R. Pearl, Chief Financial Officer, filed
      herewith.

10.16 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, filed herewith.

10.17 First  Amendment to Secured Credit Agreement dated as of 
      December 10, 1998, filed herewith.

13    Portions of Registrant's 1998 Annual Report to Shareholders, 
      which are incorporated by reference herein.

21    Subsidiaries of the Registrant.

23.1  Consent of Ernst & Young LLP, independent auditors.

27.1  Financial Data Schedule.

99.1  Risk Factors.
</TABLE>