U.S. SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549
                             Form 10-K/A
                           Amendment No. 1

[X]         ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
               OF THE SECURITIES EXCHANGE ACT OF 1934
               For the fiscal year ended July 31, 1997
                               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 No. 0-23242
                      WEBCO INDUSTRIES, INC.
         (Exact name of registrant as specified in its charter)

                   Oklahoma                    73-1097133
         (State or other jurisdiction       (I.R.S. Employer
         of incorporation or organization) Identification Number)

              9101 West 21st Street
             Sand Springs, Oklahoma                   74063
      (Address of principal executive offices)     (Zip Code)

Registrant's telephone number, including area code - (918) 241-1000
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:  None
  SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                                            Name of Each Exchange
         Title of Each Class                 on Which Registered
     Common Stock, par value $.01                    AMEX

     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  X      No

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.  [X]
     As of September 30, 1997, the aggregate market value of the voting stock
held by nonaffiliates of the registrant was $22,466,000.

DOCUMENTS INCORPORATED BY REFERENCE:  Part III, Items 10 through 13.

  Portions of the Company's definitive Proxy Statement in connection with its
                          Annual Meeting.
<PAGE>

                            Amendment No. 1


This report on Form 10-K/A constitutes Amendment No. 1 to the registrant's
Form 10-K for the fiscal year-ended July 31, 1997.  The filing amends Part IV,
Item 14 "Exhibits, Financial Statements Schedules and Reports on Form 8-K" to
electronically file Exhibit 10.6 which was initially filed in paper pursuant
to a temporary hardship exemption in accordance with Rule 201 of Regulation S-T.
<PAGE>
                               PART IV


ITEM 14.     EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
             ON FORM 8-K

(a)  The following documents are filed as part of this report:

     (1)     Financial Statements of Webco Industries, Inc. which are included
             in Part II, Item 8:

                                                                        Page
     Report of Independent Accountants                                   21
     Balance Sheets as of July 31, 1997 and 1996                         22
     Statements of Operations for each of the three
          years in the period ended July 31, 1997                        23
     Statements of Changes in Stockholders' Equity
               for each of the three years in the period 
               ended July 31, 1997                                       24
     Statements of Cash Flows for each of the three
             years in the period ended July 31, 1997                     25
     Notes to Consolidated Financial Statements                          26
     Supplemental Quarterly Financial Data 
          (Unaudited)                                                    37

     (2)     Financial Statement Schedule:
          Schedule II - Valuation and Qualifying
               Accounts                                                  41


     (3)     Exhibits:

Exhibit
Number    Description

3 (i)     Form of Amended and Restated Certificate of Incorporation
          (incorporated by reference to Exhibit 3(i) to the Company's
          Registration Statement on Form S-1, No. 33-72994).

3 (ii)    By-Laws (incorporated by reference to Exhibit 3(ii) to the Company's
          Registration Statement on Form S-1, No. 33-72994).

10.1      Form of 1994 Stock Incentive Plan (incorporated by reference to
          Exhibit 10.1 to the Company's Registration Statement on Form S-1,
          No. 33-72994).
<PAGE>
ITEM 14.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS 
            ON FORM 8-K - Continued

Exhibit
Number    Description

10.2      Loan and Security Agreement, dated as of July 15, 1997, between
          American National Bank and Trust Company of Chicago, as agent,
          certain financial institutions as lender, and the Company.

10.3      Lease, dated October 22, 1996, between the Company and Baker
          Performance Chemicals Incorporated.

10.4      Employment Agreement dated December 31, 1996, between the Company
          and F. William Weber.

10.5      Employment Agreement dated December 31, 1996, between the Company
          and Dana S. Weber.

CE  10.6  Promissory Note effective August 15, 1994, between the Company and
          F. William Weber. 

10.7      Lease, dated March 29, 1993, between the Company and Crest, Inc.
          (incorporated by reference to Exhibit 10.5 to the Company's
          Registration Statement on Form S-1, No. 33-72994).

18.1      Letter re: Change in Accounting Principles

23.1      Consent of Coopers & Lybrand, LLP

27.1      Financial Data Schedule

Reports on Form 8-K:

     There were no reports on Form 8-K filed during the three months ended
      July 31, 1997.
<PAGE>

                                 SIGNATURES

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

                                               WEBCO INDUSTRIES, INC.

     November 3, 1997     By:                  /s/Michael P. Howard
                                               Michael P. Howard
                                               Chief Financial Officer
<PAGE>
                                                             Exhibit 10.6


                             PROMISSORY NOTE

For value received, F. William Weber ("Weber"), with him principal place of
residence located at 7449 S. Indianapolis, Tulsa, Oklahoma 74136 hereby
promises to pay to Webco Industries, Inc., ("Webco") an Oklahoma Corporation,
with its principal place of business located at 201 Woodland Drive,
Sand Springs, Oklahoma 74063 in lawful money of the United States of America,
the outstanding balance of advances made together with interest thereon as
follows:

1. Principal Term and Interest.

From time-to-time, Weber may have funds advanced to him by Webco.  While these
amounts are expected to be borrowed and repaid throughout the term of this
note, the entire outstanding balance shall be payable in total August 15, 1999
plus simple accrued interest calculated at Webco's borrowing rate from its
primary working capital lender, now American National Bank & Trust.

Such note shall be collateralized by certain shares of Webco, initially
1,012,095 shares of Webco common stock (certificate W-0009) owned by F. William
Weber and Martha A. Weber co-trustees of the revocable living trust established
by Martha A. Weber on December 23, 1983.  Other shares of Webco stock may from
time-to-time be substituted for these amounts as long as they are substantially
equivalent and have a market value of at least double the largest outstanding
balance during the term of this note.

2. Default.

If this note is unpaid at the end of the term, Webco shall have the right to
offset any amounts unpaid by the then current market value of the appropriate
number of shares of Webco common stock held as collateral.

This is an extension of a note originally effective August 15, 1994 and shall
be binding upon Weber and Webco, their heirs, successors, legal
representatives, and assigns.

IN WITNESS WHEREOF, THIS NOTE is executed effective as of the date indicated.

ATTEST:                              F. WILLIAM WEBER

/S/    Sharron Wattenbarger          /s/ F. William Weber


                                     WEBCO INDUSTRIES, INC
                                     Dana S. Weber

                                     /s/ Dana S. Weber