Exhibit 10.27

                           MAVERICK TUBE CORPORATION
        SECOND AMENDMENT TO AMENDED AND RESTATED SECURED CREDIT AGREEMENT



Harris Trust and Savings Bank
Chicago, Illinois

U.S. Bank National Association
St. Louis, Missouri

Bank of America, N.A.
St. Louis, Missouri

Ladies and Gentlemen:

     Reference  is hereby  made to that  certain  Amended and  Restated  Secured
Credit  Agreement  dated as of  December  28,  2000,  as  amended  (the  "Credit
Agreement"),  among the  undersigned,  Maverick  Tube  Corporation,  a  Delaware
corporation  (the  "Borrower"),  you (the  "Banks") and Harris Trust and Savings
Bank, as agent for the Banks (the "Agent").  All defined terms used herein shall
have the same  meaning  as in the  Credit  Agreement  unless  otherwise  defined
herein.

     The Borrower,  the Agent and the Banks wish to amend the  definition of the
term "Borrowing  Base" contained in the Credit  Agreement,  amend the applicable
margins and modify certain other terms and  conditions of the Credit  Agreement,
all on the terms and conditions set forth in this Amendment.


SECTION 1.  AMENDMENTS TO CREDIT AGREEMENT.

     Upon satisfaction of all of the conditions precedent set forth in Section 2
hereof, the Credit Agreement is amended as follows:

     1.1. The Summary  Pricing Matrix  appearing in Section 1.3(d) of the Credit
Agreement is amended to read as follows:


--------------------------------------------------------------------------------
                             SUMMARY PRICING MATRIX
--------------------------------------------------------------------------------

                        Level I   Level II   Level III    Level IV     Level V
                        -------   --------   ---------    --------     -------
                                  Adjusted   Adjusted     Adjusted
                       Adjusted    Total       Total        Total      Adjusted
                        Total      Funded     Funded       Funded        Total
                       Funded       Debt       Debt         Debt        Funded
                        Debt       Ratio      Ratio         Ratio        Debt
                        Ratio      >1.00x    >2.00x        >2.50x       Ratio
                        <1.00x   and <2.00x and <2.50x   and <3.00x     3.00x
--------------------------------------------------------------------------------
Domestic Rate Margin    0.75%       0.75%       0.75%        0.75%        0.75%
Eurodollar Margin       1.50%       1.75%       2.00%        2.25%        2.50%
Commitment Fee          0.20%       0.25%       0.25%       0.375%       0.375%
--------------------------------------------------------------------------------
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     1.2.  Subsections  (c)  and  (d)  of the  definition  of  "Borrowing  Base"
appearing in Section 4.1 of the Credit  Agreement  is hereby  amended to read as
follows:

          "(c) the  amount  equal to the Gross  Inventory  Amount  minus the Net
     Inventory  Amount,  provided  that in no event shall such amount exceed (i)
     $10,000,000  from the date hereof up to and including  June 30, 2001,  (ii)
     $5,000,000  from July 1, 2001 up to and  including  September  30, 2001 and
     from March 31, 2002 up to and including  June 30, 2002, and (iii) $0 at all
     other times, plus

          (d) 50% of the net book value of Eligible Equipment,  provided that in
     no event shall such amount exceed (i)  $25,000,000  from the date hereof up
     to and including June 30, 2002,  (ii)  $20,000,000  from July 1, 2002 up to
     and  including  December  31,  2002  and  (iii)  $15,000,000  at all  times
     thereafter."


SECTION 2.  CONDITIONS PRECEDENT.

     The  effectiveness  of this Amendment is subject to the satisfaction of all
of the following conditions precedent:

     2.1. The  Borrower,  the Agent and the Required  Banks shall have  executed
this Amendment  (such execution may be in several  counterparts  and the several
parties hereto may execute on separate counterparts).

     2.2. The Agent shall have received copies  (executed or certified as may be
appropriate) of all legal documents or proceedings  taken in connection with the
execution and delivery of this Amendment and the other instruments and documents
contemplated hereby.

     2.3. A  Guarantor's  Consent  for the  benefit of the Banks shall have been
executed  and  delivered  by each  Guarantor  to the  Agent,  a form of which is
attached hereto.

     2.4.  The  Borrower  shall  have paid to the Agent the fees  payable by the
Borrower  pursuant to the letter  agreement  of even date  herewith  between the
Borrower and the Agent,  including without  limitation a non-refundable  fee for
the ratable account of the Banks in the amount of $80,000.

     2.5. The  Borrower  shall be in full  compliance  with all of the terms and
conditions of the Loan  Documents  and no Event of Default or Potential  Default
shall have  occurred and be  continuing  thereunder or shall result after giving
effect to this Amendment.

     2.6. Legal matters incident to the execution and delivery of this Amendment
shall be satisfactory to each of the Banks and their legal counsel.


SECTION 3.  REPRESENTATIONS AND WARRANTIES.

     The Borrower,  by its  execution of this  Amendment,  hereby  certifies and
warrants the following:

          (a) each of the  representations and warranties set forth in Section 5
     of the Credit  Agreement  is true and  correct as of the date  hereof as if
     made on the date hereof,  except that the  representations  and  warranties
     made under  Section 5.2 shall be deemed to refer to the most recent  annual
     report furnished to the Banks by the Borrower; and

                                      -2-
<page>
          (b) the  Borrower  is in full  compliance  with all of the  terms  and
     conditions  of the Credit  Agreement  and no Event of Default or  Potential
     Default has occurred and is continuing thereunder.


SECTION 4.  MISCELLANEOUS.

     4.1. The Borrower has  heretofore  executed and  delivered to the Agent the
Security  Agreement  and the Borrower  hereby  agrees that  notwithstanding  the
execution and delivery  hereof,  such Security  Agreement shall be and remain in
full force and effect and that any rights and remedies of the Agent  thereunder,
obligations  of the  Borrower  thereunder  and any liens or  security  interests
created or provided for thereunder shall be and remain in full force and effect,
shall not be affected,  impaired or  discharged  thereby and shall secure all of
its  indebtedness,  obligations and liabilities to the Agent and the Banks under
the Credit  Agreement as amended hereby.  Nothing herein  contained shall in any
manner affect or impair the priority of the liens and security interests created
and provided for by the Security Agreement as to the indebtedness which would be
secured thereby prior to giving effect hereto.

     4.2.  Reference to this  specific  Amendment  need not be made in any note,
document,  letter,  certificate,  any security  agreement,  or any communication
issued  or made  pursuant  to or  with  respect  to the  Credit  Agreement,  any
reference  to the  Credit  Agreement  being  sufficient  to refer to the  Credit
Agreement as amended hereby.

     4.3. This Amendment may be executed in any number of  counterparts,  and by
the different  parties on different  counterparts,  all of which taken  together
shall  constitute  one and the same  agreement.  Any of the  parties  hereby may
execute  this  agreement  by  signing  any  such  counterpart  and  each of such
counterparts shall for all purposes be deemed to be an original.  This agreement
shall be governed by the internal laws of the State of Illinois.

     4.4.  The  Borrower  agrees  to pay  all  reasonable  costs  and  expenses,
including without limitation  attorneys fees,  incurred by the Agent and each of
the  Banks  in  connection  with the  preparation,  negotiation,  execution  and
delivery of this Amendment and the other documents contemplated hereby.

                            [Signature Pages Follow]







                                      -3-

<PAGE>
Upon acceptance hereof by the Agent and the Banks in the manner  hereinafter set
forth,  this  Amendment  shall  be  a  contract  between  us  for  the  purposes
hereinabove set forth.

       Dated and effective as of January 30, 2002.


                           MAVERICK TUBE CORPORATION

                           By /s/ Gregg Eisenberg
                           --------------------------
                                  Its President

       Accepted and agreed to as of the day and year last above written.


                           HARRIS TRUST AND SAVINGS BANK,
                           individually and as Agent

                           By /s/ Haig C. Garabedian
                           --------------------------
                                  Its Vice President


                           U.S. BANK NATIONAL ASSOCIATION

                           By /s/ Eric Hartman
                           --------------------------
                                  Its Vice President


                           BANK OF AMERICA, N.A.

                           By /s/ Kevin L. Handly
                           --------------------------
                                  Its Vice President









                                      -4-

<PAGE>
                               Guarantor's Consent

     The undersigned,  MAVERICK  INVESTMENT  CORPORATION and MAVERICK TUBE, L.P.
have heretofore  executed and delivered to the Banks a Guaranty  Agreement dated
December  28,  2000 (the  "Guaranty"),  pursuant to which the  undersigned  have
jointly  and  severally  guaranteed  all of the  indebtedness,  obligations  and
liabilities of Maverick Tube  Corporation  owing to the Agent and the Banks. The
undersigned  hereby agree that Maverick Tube Corporation and the Banks may enter
into the foregoing Amendment and the transactions contemplated thereby, and that
the  foregoing  Amendment  shall not in any way  affect or impair or modify  the
terms or  provisions  of,  or the  obligations  of the  undersigned  under,  the
Guaranty.  The  undersigned  further  agree  that their  consent to any  further
amendments to the Loan  Documents,  or to the  foregoing  Amendment or any other
documents which the Banks and Maverick Tube Corporation may enter into from time
to time hereafter, shall not be required as a result of this consent having been
obtained.


                           MAVERICK INVESTMENT CORPORATION

                           By /s/ Gregg Eisenberg
                           --------------------------
                                  Its President


                           MAVERICK TUBE, L.P.

                           By:   Maverick Tube Corporation
                           Its:   General Partner

                           By /s/ Gregg Eisenberg
                           --------------------------
                                  Its President