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, 1997
                                       OR
__ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
   ACT OF 1934 (No fee required)
   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 of Jurisdiction of                                      (I.R.S. Employer
incorporation or organization)                              Identification No.)

400 Chesterfield Center, Second Floor
Chesterfield, Missouri                                                    63017
(Address of principal executive offices)                             (Zip Code)

                                 (314) 537-1314
              (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

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  15,291,072  shares of Common Stock held by
non  affiliates  of the  Registrant as of December 3 was $495,048,456  based
upon the closing  price as  reported on the NASDAQ  National Market on that
date.  As of  December 3, 1997,  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:
<TABLE>
<CAPTION>

         Document                                                               Part - Form 10-K
         --------                                                               ----------------
<S>                                                                             <C>

Annual Report to Stockholders for the Year Ended September 30, 1997             Parts I, II and IV
Proxy Statement for the 1998 Annual Meeting of Stockholders                     Part III
</TABLE>

                    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 4 A.         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 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



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 I

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 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 ERW products used  predominately  in  construction,
transportation,  agricultural,  material handling and recreational applications.
Standard pipe, as in OCTG, are produced through both ERW and seamless processes,
with the significant majority of producers being ERW. Standard pipe is generally
used in various industrial applications.

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 9 to the Consolidated Financial Statements on pages 23 and 24
of the Company's 1997 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 constitutes 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 Energy Pipe Industry

OCTG  products are  finished  pipe which 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 year 1995,  inventory  liquidations  of the 1993  inventory
build  continued at a decreasing  rate with a resulting  market  penetration  of
0.1%.  For  calendar  year 1996 and the nine months  ended  September  30, 1997,
increasing  industry  inventory  levels  added  4.7% and  17.3% in OCTG  demand.
Despite this build,  the Company believes that inventory levels at September 30,
1997 resulted in a lesser percentage increase in inventory per rig of only 13.3%
during the same period..

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
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-nine  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  26,501 tons of line pipe in fiscal 1997, as compared to 30,112
tons and 41,458  tons of line pipe in fiscal  1996 and 1995,  respectively.  The
decreased  sales  by the  Company  of  line  pipe  in the  past  two  years  was
principally due to a shift in  manufacturing  capacity as it concentrated on the
improving OCTG market.

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
1995, this percentage  decreased to 58% primarily because of the Company's entry
into the structural tube market.  During fiscal 1996, the percentage was 65% due
to the improving OCTG demand.  During fiscal 1997,  the percentage  continued to
increase to 71.8% due to continued  improvements in OCTG demand and increases by
the Company in the number of OCTG products offered.


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 23%,
27% and 23% of net sales in fiscal 1997, 1996 and 1995, 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, 1997, 1996 and 1995,  sales by the Company to Canadian
customers   constituted   $26.3  million,   $12.9  million  and  $12.1  million,
respectively.  Sales to other  foreign  customers in fiscal 1997,  1996 and 1995
made  up an  additional  $400,000  $300,000,  and  $900,000,  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, 1997, 1996 and 1995, the Company's  backlog orders (including bill
and hold sales not yet shipped) were approximately $62.7 million,  $57.6 million
and $20.4 million,  respectively.  All of the backlog orders as of September 30,
1997 are expected to be filled in fiscal 1998.  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 ultimately will be realized.

In fiscal 1997, 1996 and 1995, one distributor,  National Oilwell, accounted for
14%,  16% and 12% 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 of its products
and believes that additional qualified  distributors are available to assist the
Company in meeting the  end-user's  needs.  While the Company  believes  that it
could replace any one distributor of its products, including National Oilwell or
Master  Tubulars,  Inc. with other qualified  distributors,  no assurance can be
given that the loss of National Oilwell 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 centrally at the Company's headquarters in order to
optimize the Company's ability to influence pricing,  quality,  availability and
delivery  considerations.  The Company  consumes  approximately  2% 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 presently purchases substantially all of its steel from several domestic
suppliers,  with virtually all of the Arkansas  facilities'  steel purchases and
approximately  72% of consolidated  purchases made from Nucor  Corporation.  The
Company maintains  favorable working  relationships with its steel suppliers and
believes that is it treated  favorably  with respect to volume  allocations  and
deliveries.  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  600,000 tons of pipe per year
with approximately  420,000 currently dedicated to energy production The Company
is currently operating its facilities at a capacity utilization of approximately
92%. 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  70% of the Company's cost of goods sold. Labor
costs are  controlled  by  automation  of certain  activities  and by optimizing
product  throughput.  For fiscal 1997, direct and indirect labor costs accounted
for  approximately  9% 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   annual
pre-incentive, pre-bonus gross wages.

During  fiscal 1997,  the Company  spent $8.4 million on new capital  equipment,
excluding equipment for its structural tube facility. 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 year 1995, 1996 and the first nine months of 1997,
domestic  OCTG  market  penetration  by  imports  was  11.6%,  11.8% and  18.9%,
respectively, of tons consumed.

The Structural Tube and Standard Pipe Industry

Structural   tubing   products   are  used  in   construction,   transportation,
agricultural,  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 1996, 1995 and 1994 was 1.4 million,  1.5 million and 1.4 million tons,
respectively.  Based on published industry statistics, the Company believes that
the types of structural tubing products it is capable of manufacturing  accounts
for more than 85% of the  domestic  tonnage of all types of domestic  structural
tubing products consumed annually.

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
1996,  1995  and  1994 was 2.6  million,  2.6  million,  and 2.3  million  tons,
respectively.  Based on published industry statistics, the Company believes that
the types of  standard  products  it is capable of  manufacturing  accounts  for
approximately 30% of the domestic tonnage of all types of domestic standard pipe
products consumed annually.

Products

The Company is currently  producing  structural  tubing  square and  rectangular
shaped products on two tubing mills in the structural  tube facility  located in
Hickman,  Arkansas. The larger mill is utilized to manufacture pipe up to 8 inch
square  and up to  0.500  inch  thick,  and  the  smaller  mill is  utilized  to
manufacture  pipe of up to 3 inch square and up to 0.250 inch thick. The Company
is 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
market is  considerably  larger  than that  produced  for the OCTG  market.  The
Company expects to produce 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 of
0.120 to 0.500  inches.  The  annual  capacity  of this  facility  dedicated  to
structural  tubing is  approximately  180,000  tons.  The  Company is  currently
operating at approximately 82% of capacity.

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  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
stock keeping units than in the case of OCTG.  The Company is utilizing  several
experienced  agency firms in its sales  efforts.  As of September 30, 1997,  the
Company's  backlog  orders was  approximately  $9.0 million.  All of the backlog
orders as of September  30, 1997 are  expected to be filled in fiscal 1998.  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 is 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
intends to 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  provides a  conversion  cost  advantage  relative  to the  majority of
existing structural tubing and standard pipe manufacturers.

During  fiscal 1997,  the Company  spent  approximately  $363,000 on  additional
equipment needed for manufacturing and information needs.

Competition

Although a significant market for structural tubing is located within a 400 mile
radius  of the new  facility,  no other  major  structural  tubing  facility  is
currently located within this area. Foreign competition,  primarily from Canada,
represented  26%, 29% and 23% of total  domestic  sales of structural  tubing in
calendar  1996,  1995  and  1994.  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 despite earlier  progress on unfair
trade cases. Foreign competition  represented  approximately 25%, 29% and 50% of
total  domestic  sales of standard  pipe in calendar  1996,  1995 and 1994.  The
Company's  more  significant  domestic  competitors  are Wheatland Tube Company,
Armco, Inc. Sawhill Tubular Division,  Laclede Steel Company and IPSCO Tubulars,
Inc.

Employees

As of September 30, 1997, the Company had approximately 1,079 employees, of whom
approximately 20% were salaried and approximately 80% 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  17,000  square  feet  of  office  space  in
Chesterfield,  Missouri  for its  executive  offices  pursuant  to a lease which
expires in August 1999.  The Company owns a 21,000  square foot office  facility
located on a 14 acre site in Union,  Missouri which 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 feet  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.  Each  manufacturing  facility
operated by the Company is served by truck,  has its own rail spur and is within
close proximity of barge facilities.

The Company  believes  the  facilities  are in good  condition,  are  adequately
insured and are adequate and 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,  waste  water  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 1997 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 Eisenberg            47                     Chairman of the Board
                                                     President and
                                                     Chief Executive Officer
Charles O. Struckhoff      48                     Vice President - Finance and
                                                     Administration, Treasurer,
                                                     Secretary and Chief
                                                     Financial Officer
Sudhakar Kanthamneni       50                     Vice President - Manufacturing
                                                     and Technology
T. Scott Evans             50                     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.  Struckhoff  has served as Vice President - Finance and  Administration  and
Chief  Financial  Officer  since  November  1993 and as Secretary of the Company
since  1988.  From 1988 to November  1993,  Mr.  Struckhoff  also served as Vice
President - Administration of the Company.

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 28 of Maverick's
1997 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 27 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 12 through 16 of the Annual Report is incorporated
herein by this reference.

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  Annual  Report  is
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.

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  Subsidiary,  included in the annual report of the
              Registrant to its  shareholders  for the year ended  September 30,
              1997, are incorporated herein by reference in Item 8:
                           Report of Independent Auditors.
                           Consolidated Balance Sheets as of September 30, 1997
                              and 1996.
                           Consolidated Statements of Operations for the years
                              ended September 30, 1997, 1996 and 1995.
                           Consolidated  Statements of Stockholders'  Equity for
                              the years ended September 30, 1997, 1996 and 1995.
                           Consolidated  Statements  of Cash Flows for the years
                              ended September 30, 1997, 1996 and 1995.
                           Notes  to  Consolidated  Financial  Statements  as of
September 30, 1997.

         2.   Financial Statement Schedules
              The  following   consolidated   financial  statement  schedule  of
              Maverick Tube  Corporation  and subsidiary is included with the
              annual report on Form 10-K:
                           Schedule          II   Valuation    and    qualifying
                                             accounts   for  the   years   ended
                                             September 30, 1997, 1996 and 1995.
              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 1994 Director Stock
                              Option Plan
                           Form of Deferred Compensation Agreement with
                              Certain Executive Officers

b.       Reports on 8-K:
                           No Reports  of Form 8-K were filed  during the fourth
                           quarter  of  the   Registrant's   fiscal  year  ended
                           September 30, 1997


<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>

Year ended September 30, 1995: Deducted from asset accounts:
     Accounts receivable allowances           $ 253         $  53         $  --        $     --       $  306
     Valuation allowance for deferred
     taxes                                    $1,643        $  --         $  --        $1,094  (1)    $2,737

Year ended September 30, 1996: Deducted from asset accounts:
     Accounts receivable allowances           $   306       $ 339         $  --        $   125 (3)    $  629
     Valuation allowance for deferred
     taxes                                    $2,737        $  --         $  --        $(1,590)(2)    $1,147

Year ended September 30, 1997: Deducted from asset accounts:
     Accounts receivable allowances           $  629        $ 44          $ --         $  285  (3)    $  388

       Valuation allowance for deferred
       taxes                                  $1,147        $ --          $ --         $(1,147)(2)    $   --

<FN>

(1)        Resulted from an additional net operating loss carryforward generated
           from the current  year which was not valued for  financial  statement
           purposes.

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

(3)        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 5, 1997.

                                            Maverick Tube Corporation
                                            (registrant)


December 5, 1997                               /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 5,1997                                /s/ Gregg M. Eisenberg
                                         -------------------------------------
                                         Gregg M. Eisenberg, Chairman, President
                                         and Chief Executive Officer

December 5, 1997                               /s/ Charles O. Struckhoff
                                         -------------------------------------
                                         Charles O. Struckhoff, Vice President 
                                         Finance and Administration (Principal 
                                         Financial and Accounting Officer)

December 5, 1997                               /s/ William E. Macaulay
                                         -------------------------------------
                                         William E. Macaulay, Director


December 5, 1997                               /s/ John M. Fox
                                         -------------------------------------
                                         John M. Fox, Director


December 5, 1997                               /s/ C, Robert Bunch
                                         -------------------------------------
                                         C. Robert Bunch, Director


December 5, 1997                              /s/ C. Adams Moore
                                         -------------------------------------
                                         C. Adams Moore, Director


December 5, 1997                              /s/ David H. Kennedy
                                         -------------------------------------
                                         David H. Kennedy, Director


December 5, 1997                              /s/ Wayne P. Mang
                                          ------------------------------------
                                          Wayne P. Mang, Director

<TABLE>
<CAPTION>
                                  EXHIBIT INDEX
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, incorporated                      N/A
              herein by reference to Exhibit 3.3 to the Registrant's Annual Report on
              Form 10-K for the fiscal year ended September 30, 1991 (the "1991
              Form 10-K.")

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

   10.1       Secured Credit Agreement  ("Secured Credit  Agreement")  dated May
              15,  N/A  1992,  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 10.4 to the Registrant's Annual Report for the fiscal year
              ended September 30, 1992 (the "1992 Form 10-K.")

   10.2       Lease and Agreement dated July 24, 1992, by and between the Registrant           N/A
              and the Arkansas Development Finance Authority (the "Authority"),
              incorporated herein by reference to Exhibit 10.7 to the 1992 Form 10-K.

   10.3       Maverick Tube  Corporation  Amended and Restated 1990 Stock Option
              N/A Plan, incorporated herein by reference to Exhibit 10.21 to the
              1991 Form 10-K.

   10.4       First Amendment to Secured Credit  Agreement dated as of April 30,
              N/A 1993,  incorporated herein by reference to Exhibit 10.9 of the
              Registrant's Registration Statement on Form S-2, File No. 33-80096
              (the "1994 Registration Statement").

   10.5       Second Amendment to Secured Credit Agreement dated as of                         N/A
              December 31, 1993, incorporated herein by reference to Exhibit 10.10
              of the 1994 Registration Statement.

   10.6       Third Amendment to Secured Credit Agreement dated as of                          N/A
              May 26, 1994, incorporated herein by reference to Exhibit 10.11 of
              the 1994 Registration Statement.

   10.7       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 1993 Form 10-K.

   10.8       Lease Agreement dated as of March 1, 1994, between the Authority,                N/A
              as lessor, and the Registrant as lessee, related to the New Facility,
              incorporated herein by reference to Exhibit 10.14 to the 1994
              Registration Statement.

   10.9       First Supplemental Trust Indenture to Lease Agreement  between the               N/A
              Authority, as lessor and the Registrant, as lessee relating to the
              New Facility dated July 1, 1994, incorporated by reference to Exhibit
              10.1 to the June 30, 1994 Form 10-Q

   10.10      Fourth Amendment to Secured Credit Agreement dated as of June 29,                N/A
              1994, incorporated herein by reference to Exhibit 10.13 of the 1994
              Form 10-K.

   10.11      Supplement to the Second Term Loan  Agreement  dated  December 15,
              1994, N/A incorporated herein by reference to Exhibit 10.16 of the
              1994 Form 10-K.

   10.12      Maverick  Tube  Corporation  1994 Stock Option Plan,  incorporated
              herein N/A by reference to Exhibit 10.17 of the 1994 Form 10-K.

   10.13      Maverick Tube Corporation Director Stock Option Plan, incorporated
              N/A herein by reference to Exhibit 10.18 of the 1994 Form 10-K.

   10.14      Fifth  Amendment to Secured Credit  Agreement dated as of November
              10, 1995, N/A incorporated herein by reference to Exhibit 10.19 of
              the 1995 Form 10-K.

   10.15      Sixth  Amendment to Secured Credit  Agreement  dated as of October
              16, 1996, N/A incorporated herein by reference to Exhibit 10.21 of
              the 1996 Form 10-K.

   10.16      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 1996 Form 10-K.

   10.17      Amendment #1 to Maverick Tube Corporation's  Director Stock Option               N/A
              Plan, incorporated herein by reference to Exhibit 10. 24 of the 1996 Form 10-K.

   10.18      Seventh Amendment to Secured Credit Agreement dated as of April 27
              1997,  N/A  incorporated  herein by reference to Exhibit 10 of the
              1997 Form 10-Q for the period ended June 30, 1997.

   10.19      Eighth Amendment to Secured Credit Agreement dated as of August 12, 1997,
              filed herewith.

   10.20      Ninth Amendment to Secured Credit Agreement dated as of October 1, 1997,
              filed herewith

   10.21      Amendment #1 to Maverick Tube Corporation's 1994 Stock Option Plan,
              filed herewith

   11.1       Statement re:  Computation of Per Share Earnings (Loss).

   13         Portions of Registrant's 1997 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>