MAVERICK TUBE CORPORATION
10-Q, 1998-02-02
STEEL PIPE & TUBES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE 
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 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 NUMBER  1-10651

                            MAVERICK TUBE CORPORATION
             (Exact name of registrant as specified in its charter)

DELAWARE                                                             43-1455766
(State or other jurisdiction of                                  (I.RS. 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)

                                 Not applicable
(Former name, former address and former fiscal year, if changed since last 
report)

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 the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

Common Stock, $.01 Par Value -- 15,437,474 shares as of January 30, 1998







                    MAVERICK TUBE CORPORATION AND SUBSIDIARIES


                                      INDEX

PART I.    FINANCIAL INFORMATION                                        PAGE NO.

Item 1.    Financial statements (Unaudited)

           Condensed Consolidated Balance Sheets -- December 31, 1997
           and September 30, 1997                                             3

           Condensed Consolidated Statements of Income -- Three
           months ended December 31, 1997 and 1996                            4

           Condensed Consolidated Statements of Cash Flows -- Three
           months ended December 31, 1997 and 1996                            5

           Notes to Condensed Consolidated Financial Statements               6

Item 2.    Management's Discussion and Analysis of Financial Condition
           and Results of Operations                                          7

PART II.   OTHER INFORMATION

Item 5.    Other Information                                                 12

Item 6.    Exhibits and Reports on Form 8-K                                  12

SIGNATURES                                                                   13
<TABLE>
<CAPTION>

                    MAVERICK TUBE CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (In thousands)

                                                                                         December 31,         September 30,
                                                                                           1997                   1997
                                                                                       (Unaudited)               (Note)
                                                                                    -------------------    --------------------
<S>                                                                                         <C>                     <C>

ASSETS
CURRENT ASSETS
     Cash and cash equivalents                                                                 $434                  $2,886
     Accounts receivable, less allowances of $355 and
       $388 on December 31 and September 30, 1997,
       respectively                                                                          24,711                  27,714
     Inventories (see Note 2)                                                                68,510                  69,436
     Deferred income taxes                                                                    5,104                   5,104
     Prepaid expenses and other current assets                                                1,010                     798
     
                                                                                    -------------------    --------------------
         Total current assets                                                                99,769                 105,938
    
PROPERTY, PLANT, AND EQUIPMENT
     Less accumulated depreciation (December 31, 1997 -
       $28,608; September 30, 1997 - $27,200)                                                56,991                  55,506

OTHER ASSETS                                                                                    628                     620
                                                                                    -------------------    --------------------

TOTAL ASSETS                                                                               $157,388                $162,064
                                                                                    ===================    ====================

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
     Accounts payable                                                                       $28,199                 $31,477
     Accrued expenses and other liabilities                                                   9,379                  12,614
     Deferred revenue                                                                         9,480                  16,251
     Current maturities of long-term debt                                                       615                     604
                                                                                    -------------------    --------------------
         Total current liabilties                                                            47,673                  60,946

LONG TERM DEBT, less current maturities                                                       8,695                   8,879

REVOLVING CREDIT FACILITY                                                                    12,050                  10,000

DEFERRED INCOME TAXES                                                                         4,371                   4,371

STOCKHOLDERS' EQUITY
     Common stock, $.01 par value;
         20,000,000 authorized shares
         15437,474 and 15,410,974 issued shares, respectively                                   154                     154
     Additional paid-in capital                                                              43,568                  43,406
     Retained earnings                                                                       40,877                  34,308
                                                                                    -------------------    --------------------

         Total stockholders'equity                                                           84,599                  77,868
                                                                                    -------------------    --------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                 $157,388                $162,064
                                                                                    ===================    ====================
<FN>

 ...............................................................................................................................
Note:  The condensed  consolidated balance sheet at September 30, 1997, has been
       derived from the audited consolidated financial statements at that date.
 ...............................................................................................................................
See accompanying notes to condensed consolidated financial statements.
</FN>
</TABLE>
<TABLE>
<CAPTION>

                    MAVERICK TUBE CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                        (In thousands, except share data)
                                   (Unaudited)

                                                                                       Three months ended
                                                                                            December 31
                                                                            -----------------------------------------
                                                                                   1997                 1996
<S>                                                                              <C>                  <C>

NET SALES                                                                        $86,479              $64,190

COSTS and EXPENSES
     Cost of goods sold                                                           72,705               57,527
     Selling, general and administrative                                           3,196                2,698

                                                                            -----------------------------------------
Income from operations                                                            10,578                3,965

OTHER INCOME (EXPENSE)
     Interest expense                                                               (442)                (518)
     Other income                                                                     50                   30
                                                                           --------------------- --------------------

     Income before income taxes                                                   10,186                3,477

 PROVISION FOR INCOME TAXES                                                        3,616                  869
                                                                           --------------------- --------------------

NET INCOME                                                                        $6,570               $2,608
                                                                           ===================== ====================


     AVERAGE SHARES OUTSTANDING                                               15,435,302           14,944,142

     BASIC EARNINGS PER SHARE                                                      $0.43                $0.18
                                                                            ==================== ====================

     DILUTED EARNINGS PER SHARE                                                    $0.42                $0.18
                                                                            ==================== ====================

<FN>

See accompanying notes to condensed consolidated financial statements.
</FN>
</TABLE>
<TABLE>
<CAPTION>


                    MAVERICK TUBE CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (Unaudited, in thousands)

                                                                                                        Three Months Ended
                                                                                                           December 31,
                                                                                                       1997            1996
                                                                                                   ------------------------------

OPERATING ACTIVITIES
<S>                                                                                                    <C>             <C>   
  Net income                                                                                           $6,570          $2,608
  Adjustments to reconcile net income to net cash used by operating activities:
    Depreciation and amortization                                                                       1,408           1,356
    Provision for accounts receivable allowances                                                          (33)             16
    Changes in operating assets and liabilities:
     (Increase) decrease in accounts receivable                                                         3,036          (2,843)
     (Increase) decrease in inventories                                                                   926          (5,861)
     (Increase) decrease in prepaid expenses and other assets                                            (220)              2
     (Decrease) in accounts payable                                                                    (3,278)         (3,270)
     (Decrease) increase in deferred revenue                                                           (6,771)          2,345
     (Decrease) increase in accrued liabilities and other expenses                                     (3,235)          3,409
                                                                                                  --------------  --------------
         Cash used by operating activities                                                             (1,597)        (2,238)

INVESTING ACTIVITIES
  Purchases of property, plant and equipment                                                           (2,893)        (2,909)

FINANCING ACTIVITIES
  Proceeds from borrowings                                                                             34,000         29,550
  Principal payments on borrowings                                                                    (32,123)       (24,320)
                                                                                                  --------------  --------------
                                                                                                        1,877          5,230
  Net proceeds from sale of common stock                                                                  161             --
                                                                                                  --------------  --------------

       Cash provided by financing activities                                                            2,038          5,230

  Increase (decrease) in cash and cash equivalents                                                     (2,452)            83
Cash and cash equivalents at beginning of period                                                        2,886            612
                                                                                                  --------------  --------------

Cash and cash equivalents at end of period                                                               $434           $695
                                                                                                  ==============  ==============

Supplemental  disclosures of cash flow information:  Cash paid during the period
  for:

Interest                                                                                                 $471           $569
Income taxes                                                                                                    $465            $97
<FN>

See accompanying notes to condensed consolidated financial statements.
</FN>
</TABLE>


                    MAVERICK TUBE CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

(1)      BASIS OF PRESENTATION

         The condensed consolidated financial statements include the accounts of
         Maverick  Tube   Corporation   (the  "Company")  and  its  wholly-owned
         subsidiaries.  All   significant intercompany balances and transactions
         have been eliminated.

         The accompanying  unaudited condensed consolidated financial statements
         have been prepared in accordance  with  generally  accepted  accounting
         principles for interim financial  information and with the instructions
         to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not
         include all of the  information  and  footnotes  required by  generally
         accepted accounting  principles for complete financial  statements.  In
         the  opinion  of  management,  all  adjustments  (consisting  of normal
         recurring items) considered necessary for a fair presentation have been
         included.  Operating  results for the three month period ended December
         31, 1997,  are not  necessarily  indicative  of the results that may be
         expected  for  the  year  ended   September   30,  1998.   For  further
         information,   refer  to  the  consolidated  financial  statements  and
         footnotes  thereto included in the Company's annual report on Form 10-K
         for the year ended September 30, 1997.

(2)      INVENTORIES

         The components of inventories consisted of the following:

                                           December 31,            September 30,
                                               1997                     1997
                                                        (In thousands)

                  Finished goods            $43,170                     $41,188
                  Work-in-process             2,323                       3,589
                  Raw materials              12,675                      14,065
                  In-transit materials        6,470                       6,911
                  Storeroom parts             3,872                       3,683
                                         ---------------------------------------
                                            $68,510                     $69,436
                                           =====================================

         Inventories  are  principally  valued at the lower of  average  cost or
         market.

(3)      STOCK SPLIT

         On  August  1,  1997,  the  Company  announced  the  declaration  of  a
         two-for-one  stock  split in the form of a 100% stock  dividend  to all
         shareholders  of record as of the close of  business on August 12, 1997
         distributed on August 21, 1997. The outstanding shares,  average shares
         outstanding  and per share  data  for all periods have been  adjusted  
         to  reflect  the payment of this dividend.

(4)      EARNINGS PER SHARE

         In 1997, the Financial  Accounting  Standards Board issued Statement of
         Financial Accounting  Standards No. 128, Earnings per Share.  Statement
         128 replaced the previously reported primary and fully diluted earnings
         per share with basic and diluted  earnings  per share.  Unlike  primary
         earnings  per share,  basic  earnings  per share  excludes any dilutive
         effects of  options,  warrants,  and  convertible  securities.  Diluted
         earnings per share is very  similar to the  previously  reported  fully
         diluted  earnings per share.  All  earnings  per share  amounts for all
         periods have been presented,  and where necessary,  restated to conform
         to the Statement 128 requirements.

MAVERICK TUBE CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF 
OPERATIONS

Certain  statements  contained in the  "Management's  Discussion and Analysis of
Financial  Condition and Results of Operations"  regarding  matters that are not
historical facts (including  statements as to the beliefs or expectations of the
Company) are forward-looking statements. Because such forward-looking statements
include risks and uncertainties, actual results may differ materially from those
expressed  or  implied  by  such   forward-looking   statements.   For  example,
uncertainty continues to exist as to future levels and volatility of oil and gas
price  expectations  and their  effect on  drilling  levels  and  demand for the
Company's energy-related products, the future impact of industry-wide draw-downs
of inventories and future import levels. Uncertainty also exists as to the trend
and direction of both product  pricing and purchased  steel costs.  Reference is
made to the "Risk Factors" discussed in Exhibit 99.1 of Maverick's Form 10-K for
its fiscal year ended September 30, 1997.

OVERVIEW

The Company's  products consist of electrical  resistance welded ("ERW") tubular
products  sold  primarily  into  energy  and  industrial  applications  in North
America.  The Company's energy segment includes Oil Country Tubular Goods (OCTG)
and line pipe which are sold primarily to  distributors  who supply end users in
the energy  industry.  The Company's  industrial  products  segment  consists of
structural tubing and standard pipe which are sold primarily to distributors who
supply  end  users  in  construction,   transportation,  agriculture  and  other
industries.  Demand for the Company's energy related products depends  primarily
upon the number of oil and natural gas wells being  drilled in the United States
and Canada,  the depth and drilling  conditions of these wells and the number of
well completions,  which are in turn primarily  dependent on oil and natural gas
prices.  Domestic  consumption  of OCTG is supplied by domestic and foreign pipe
products. Given the numerous applications for the Company's industrial products,
sources of demand for such  products  are  diversified.  Such  demand  generally
depends  on  the  general  level  of  economic  activity  in  the  construction,
transportation,  agricultural,  material handling and recreational segments, the
use of structural  tubing as a substitute for other structural steel forms, such
as I-beams and H-beams, and draw downs of existing customer inventories.

According to published industry reports,  domestic drilling activity rose by 18%
for the quarter ended  December 31, 1997, as compared to the same quarter of the
previous  year.  The Company  believes that the domestic  consumption of tubular
goods per well drilled has  increased  proportionately.  Natural gas drilling in
the United  States  increased by 28% during the first  quarter of fiscal 1998 as
compared to the  comparable  period of fiscal  1997,  and oil  related  drilling
increased by 4%. The Company  believes  that gas and oil  drilling  increased in
spite of gas and oil price decreases of 3% and 18%, respectively, as compared to
the quarter  ended  December  31, 1997,  due  principally  to lower  finding and
producing  costs by end users.  Notwithstanding  declining oil prices during the
first quarter of fiscal 1988, the trend in overall drilling continued upward, as
drilling at the end of the quarter was 19% higher than the comparable  period of
the prior year and 1.4% higher than the quarter average.


Shipments  of domestic  OCTG  increased  by 15% during the first  quarter  ended
December  31,  1997  from  the  comparable  period  of the  prior  year.  Import
penetration of the domestic OCTG market  increased to an estimated  20.8% during
the quarter as compared to 11.8%  during the same  quarter  last year.  Domestic
consumption  of OCTG  increased  15% during the same period.  The domestic  OCTG
business was also  impacted by an estimated  38% increase in exports  during the
quarter ended December 31, 1997, with exports  accounting for an estimated 15.0%
of domestic  production during the quarter.  Maverick's energy related shipments
during the first quarter  increased by 21.0% from the same quarter last year and
it's exports  increased  81.3% from the same quarter of the previous year as the
Company's  shipments to Canada grew.  Industry  inventory build created 12.1% of
additional demand for OCTG as compared to 3.8% during the same quarter last year
with a substantial portion of the inventory build in seamless products. Maverick
believes that the increased inventory level of OCTG is attributed to consumption
levels which increased by approximately the same magnitude. The Company believes
that the strengthened  demand for its OCTG was the result of increased  drilling
activity  in the  Company's  traditional  markets,  principally  on shore in the
continental United States and western Canada.

Management  estimates  the  demand for the  Company's  structural  tube  (hollow
structural  sections or HSS)  products  increased by 23% in the first quarter of
fiscal  1998  compared  to the  comparable  quarter of last year.  In  addition,
management  estimates that import penetration of HSS product remained relatively
level  and  inventories  of HSS held by  distributors  were  stable  during  the
quarter,  both as compared to the same quarter  last year.  As a result of these
market  conditions,  domestic  shipments  of HSS rose by an  estimated  24%. The
Company's  shipments  of  industrial  products  rose  by  37.1%,  due to a 57.2%
increase in HSS shipments offset by a 33.8% decrease in standard pipe shipments.

Pricing  of OCTG,  line  pipe and  standard  pipe was up 8.0%,  7.3%,  and 7.8%,
respectively  due to improved prime selling prices and a favorable  product mix.
Structural product pricing remained relatively flat during the quarter.

Steel costs included in cost of goods sold decreased during the first quarter of
fiscal 1998 by $5 per ton, or 1.4% as compared to the quarter ended December 31,
1996 and by $7 per ton, or 2.0% during the December 31, 1997 quarter as compared
to the quarter  ended  September  30, 1997.  Steel costs during the quarter were
above current replacement costs. The Company's major supplier of steel announced
two price decreases since mid-September which have reduced the Company's current
replacement  cost by $35 per ton.  Based  upon  current  inventory  levels,  the
Company  estimates that a substantial  portion of these cost  reductions will be
reflected in cost of goods sold in the second quarter of fiscal 1998. The supply
of steel is continuing to increase with four new steel mills having begun or are
scheduled to begin production of 6.2 million tons of additional hot rolled steel
in 1998.  The Company  anticipates  that these  additions  have the potential to
further lower the Company's purchase price of hot rolled steel in the future.


RESULTS OF OPERATIONS

In the first quarter of fiscal 1998, total net sales increased $22.3 million, or
34.7% over the comparable  period of the preceding fiscal year.  Energy products
sales increased $16.9 million or 33.8% for the first quarter,  while  industrial
products sales increased $5.4 million or 38.0% for the first quarter as compared
with the comparable  period in the prior year.  These results were  attributable
primarily to an increase of 26.7% in the Company's total product shipments, from
105,835  tons in the first  fiscal  quarter of 1997 to 134,104 tons in the first
fiscal  quarter of 1998.  Energy tons  increased  17,609 tons, or 22.8%,  in the
first  quarter of 1998 as compared to the first  quarter of 1997.  Shipments  of
industrial products increased 10,660 tons, or 37.2% in the first quarter of 1998
as  compared to the first  quarter of 1997.  The sales and  shipments  of energy
products during the first fiscal quarter of 1998 increased substantially due to:
(i) increased  activity in gas drilling by 28%, (ii)  increased  activity in oil
drilling by 4% and (iii) an 81.3% increase in Maverick's export sales.  However,
the  continuation of the current trend in oil prices to any  significant  extent
could have a negative  impact on the OCTG  business.  The  increase in sales and
shipments  of  industrial  products  was  positively  impacted by the  Company's
strengthened  position in the industrial  products  market.  Average net selling
prices for energy  products  during the first quarter of fiscal 1998 as compared
to the  comparable  periods of fiscal 1997  increased by 9.1% from an average of
$647 per ton to $706 per ton. This  improvement  in selling  prices is primarily
due to a  substantial  increase  in demand for OCTG  products.  See  "Overview."
Average net selling price for  industrial  products  during the first quarter of
fiscal 1998, as compared to the comparable  period of fiscal 1997 increased 0.6%
from an average of $495 per ton to $498 per ton.  This slight  increase  for the
first quarter was due primarily to an improved selling prices.

Cost of goods sold  increased  $15.2  million  or 26.4% in the first  quarter of
fiscal 1998 over the comparable  period of fiscal 1997.  Energy products cost of
goods sold  increased  $11.4  million,  or 25.5% in the first  quarter of fiscal
1998.  Industrial products cost of goods sold increased $3.8 million or 29.4% in
the first  quarter of fiscal 1998.  The overall  increase  was due  primarily to
increased product shipments.  However, the overall unit cost per ton of products
sold  decreased  0.3% (from an average of $544 to $542) in the first  quarter of
fiscal 1998 as compared to the comparable  period of fiscal 1997.  This decrease
was  primarily  due to a decrease in  delivered  steel  costs  during the fourth
quarter of fiscal 1997 and first quarter of fiscal 1998  resulting in a decrease
of the  average  prime  steel  cost of goods  sold by $5 per ton over the  first
quarter of fiscal 1997.  See  "Overview."  The impact of such  decrease in steel
costs was offset somewhat by the higher costing mix of energy products.

Gross profit  increased  $7.1 million or 106.7% for the first  quarter of fiscal
1998 over the comparable period of fiscal 1997. Gross profit for energy products
increased  $5.5  million,  or 101.9%,  while  industrial  products  gross profit
increased approximately $1.6 million or 127.3%. The gross profit as a percentage
of net sales  ("gross  profit  percentage")  was 15.93% for the first quarter of
fiscal 1998 compared to 10.38% for the comparable  period of fiscal 1997. Energy
gross profit percentage increased from 10.83% to 16.34% for the first quarter of
fiscal 1998, while industrial  products  increased from 8.81% to 14.51%.  Energy
and industrial  products gross profit  percentage in the first quarter of fiscal
1998 benefited from improved selling prices and decreased steel costs.

Selling,  general and administrative expenses increased by $498,000, or 18.5% in
the first  quarter of fiscal  1998 over the  comparable  period of fiscal  1997.
Selling,  general and  administrative  expenses  were  impacted by increased 
industrial products commissions, general  wage increases  granted  as of the 
beginning  of the  1998  fiscal  year  and  small increases in personnel. 
However, selling, general and administrative expenses as a  percentage  of net 
sales in the  first  quarter  of  fiscal  1998 was 3.7% as compared to 4.2% for
the comparable period of fiscal 1997.

Interest expense  decreased $76,000 or 14.7% in the first quarter of fiscal 1998
compared to the comparable period of fiscal 1997. The decreased interest expense
is primarily due to a lower average outstanding debt balance during the quarter.

The  provision  for income taxes  increased  $2.7 million or 316.1% in the first
quarter of fiscal 1998 as compared to the comparable period of fiscal 1997. This
increase is attributable to the higher level of pretax earnings generated by the
Company in the first quarter of 1998 and also a higher effective tax rate as the
Company has fully realized the benefits of existing net operating loss  carry-
forwards  and alternative minimum tax credits during 1997.

As a result of the increased gross profit and the other factors discussed above,
net income  increased  $4.0 million in the first quarter of fiscal 1998 from the
comparable period of fiscal 1997.


LIQUIDITY AND CAPITAL RESOURCES


Working capital at December 31, 1997 was $52.1 million, and the ratio of current
assets to current  liabilities was 2.1 to 1.0, as compared to September 30, 1997
when  working  capital  was $45.0  million  and the ratio of  current  assets to
current  liabilities  was  1.7 to 1.0.  The  increase  in  working  capital  was
principally  due to a $6.5  million  decrease  in  accounts  payable and accrued
liabilities and a $6.8 million decrease in deferred revenue, partially offset by
a $2.5  million  decrease  in  cash  and a $3.0  million  decrease  in  accounts
receivable.  The decrease in accounts payable and accrued  liabilities  resulted
from the payment of year end taxes and incentive  compensation.  The decrease in
deferred   revenue   is  due  to   the   normal   increase   in   shipments   of
customer-obligated inventory prior to calendar year-end. The decrease in cash is
due to  application  of available  funds to reduce the balance of the  Revolving
Credit Facility. The decrease in accounts receivable is due to an increase in 
the collection of customer invoices on customer-obligated  inventory.  Cash
used in  operating  activities  was $1.6  million  for the  three  months  ended
December 31, 1997. The primary  source of cash was net income,  exclusive of the
impact of non-cash  items  (primarily  depreciation  and  amortization)  of $8.0
million.

During  the three  months  ended  December  31,  1997,  cash  used in  investing
activities  was $2.9  million,  all of which was  attributable  to  purchases of
property, plant and equipment.

Cash provided by financing  activities was $2.0 million. The Company's Revolving
Credit Facility increased $2.1 million primarily to partially fund the reduction
in  accounts  payable  and  accrued  expenses.  The  Company's  other  long-term
indebtedness including current maturities was reduced by approximately $173,000.

The Company's  capital budget for fiscal 1998 is  approximately  $9.5 million of
which $2.9 million was expended during the three months ended December 31, 1997.
The budgeted funds are being  utilized  principally to acquire new equipment for
existing manufacturing  facilities.  As of December 31, 1997, the Company had an
additional $2.7 million committed for the purchase of equipment.

The Company  expects that it will meet its ongoing  working  capital and capital
expenditure requirements from a combination of cash flow from operations,  which
constitutes its primary source of liquidity,  and available borrowings under its
Revolving  Credit Facility.  The Revolving Credit Facility  provides for maximum
borrowings up to the lesser of the eligible borrowing base or $27.5 million, and
bears  interest at either the  prevailing  prime rate or an adjusted  Eurodollar
rate, plus an interest margin,  depending upon certain  financial  measurements.
The Revolving  Credit Facility is secured by the Company's  accounts  receivable
and  inventories  and will expire on May 31, 1999. As of December 31, 1997,  the
applicable  interest  rate was 7.12  percent per annum and the Company had $15.1
million  in unused  availability  under the  Revolving  Credit  Facility.  As of
December 31, 1997, the Company had $434,000 in cash and cash equivalents.



                    MAVERICK TUBE CORPORATION AND SUBSIDIARIES

                           PART II. OTHER INFORMATION



ITEM 5.   OTHER INFORMATION

         On January 6, 1998, the Company announced the resignation of Charles O.
Struckhoff  as Chief  Financial  Officer who will retire  effective  January 31,
1998. The Company has not yet announced the appointment of Mr.
Struckhoff's successor.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

    (a)      Exhibit No.                 Description

                 11.1              Computation of Earnings per Share

                 27                Financial Data Schedule

    (b)      Reports on Form 8-K.  No reports on Form 8-K were filed for the
             quarterly period for which this report is filed.






                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                                    Maverick Tube Corporation
                                                           (Registrant)



Date:  January 30, 1998                         /s/ Gregg Eisenberg
                                                -------------------
                                                     Gregg Eisenberg
                                           President and Chief Executive Officer


Date:  January 30, 1998                        /s/ Charles Struckhoff
                                               ----------------------
                                                   Charles Struckhoff
                                    Vice President -- Finance and Administration
                                               (Chief Financial Officer)



                            Maverick Tube Corporation
                                 and Subsidiaries

                 Exhibit 11.1 Computation of Earnings per Share

                                                  For quarter ended December 31
                                           ------------------------------------
                                                      1997               1996
                                            -----------------   ----------------

Basic:

       Average shares outstanding                 15,435,302         14,944,142

       Net income used in per share calculation $  6,570,000        $ 2,608,000

       Rounding difference                              0.00               0.01
       Net income per common share                     $0.43              $0.18



Diluted:

       Average shares outstanding                 15,435,302         14,944,142
       Net effect of stock options                   223,636            139,561
                                            -----------------   ----------------
                                                  15,658,938         15,083,703

       Net income used in per share calculation $  6,570,000        $ 2,608,000

       Rounding difference                               .00               0.01

       Net income per common share                     $0.42              $0.18

<TABLE> <S> <C>


<ARTICLE>                     5
                        
<MULTIPLIER>              1,000
       
<S>                          <C>
<PERIOD-TYPE>                      3-MOS
<FISCAL-YEAR-END>            SEP-30-1998
<PERIOD-START>               OCT-01-1997
<PERIOD-END>                 DEC-31-1997
<CASH>                               434
<SECURITIES>                           0
<RECEIVABLES>                     25,056
<ALLOWANCES>                         355
<INVENTORY>                       68,510
<CURRENT-ASSETS>                  99,769
<PP&E>                            85,599
<DEPRECIATION>                    28,608
<TOTAL-ASSETS>                   157,388                     
<CURRENT-LIABILITIES>             47,673
<BONDS>                                0
                  0
                            0
<COMMON>                             154
<OTHER-SE>                             0
<TOTAL-LIABILITY-AND-EQUITY>     157,388
<SALES>                           87,860
<TOTAL-REVENUES>                  86,479
<CGS>                             72,705
<TOTAL-COSTS>                      3,196
<OTHER-EXPENSES>                       0
<LOSS-PROVISION>                       0
<INTEREST-EXPENSE>                   442
<INCOME-PRETAX>                   10,186
<INCOME-TAX>                       3,616
<INCOME-CONTINUING>                6,570
<DISCONTINUED>                         0
<EXTRAORDINARY>                        0
<CHANGES>                              0
<NET-INCOME>                       6,570
<EPS-PRIMARY>                       0.43
<EPS-DILUTED>                       0.42
        

</TABLE>


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