On October 15, 2008, Northwest Pipe Company (the "Company"), Bank of America, N.A., as Administrative Agent, and Union Bank of California, N.A entered into a Second Amended and Restated Credit Agreement (the "Second Amended Credit Agreement"). The Second Amended Credit Agreement amends and restates the Amended and Restated Credit Agreement dated May 31, 2007. The Second Amended Credit Agreement provides for a revolving loan, swing line loan and letters of credit in the aggregate amount of up to $150 million, with an option for the Company to increase that amount to $200 million if the Company locates willing lenders. The Second Amended Credit Agreement reflects changes in the interest rates charged on outstanding balances and changes in certain financial covenants. Borrowings under the Second Amended Credit Agreement are secured by substantially all of the Company's personal property. The foregoing description of the Second Amended Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amended Credit Agreement, which is filed herewith as Exhibit No. 10.1 to this Report, and is incorporated herein by reference.

On October 15, 2008, the Company entered into a First Amendment and Limited Waiver to the Amended and Restated Note Purchase and Private Shelf Agreement with Prudential Investment Management, Inc. and certain affiliates (the "Amended Prudential Note Agreement"). The Amended Prudential Note Agreement reflects changes in certain financial covenants and other changes to generally conform to the Second Amended Credit Agreement. The Company may issue additional notes under the Amended Prudential Note Agreement in the aggregate principal amount of up to $35 million. The foregoing description of the Amended Prudential Note Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Prudential Note Agreement, which is filed herewith as Exhibit No. 10.2 to this Report, and is incorporated herein by reference.

On October 15, 2008, the Company entered into a First Amendment to and Consent under the Second Amended and Restated Intercreditor and Collateral Agency Agreement with Bank of America, N.A., Union Bank of California, N.A., U.S. National Bank, National Association and Prudential Investment Management, Inc. and certain of its affiliates (the "Amended Intercreditor Agreement"). The Amended Intercreditor Agreement reflects changes made to conform to the Second Amended Credit Agreement and the Amended Prudential Note Agreement. The foregoing description of the Amended Intercreditor Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Intercreditor Agreement, which is filed herewith as Exhibit No. 10.3 to this Report, and is incorporated herein by reference.

(d) Exhibits.

10.1    Second Amended and Restated Credit Agreement dated October 14, 2008, by
        and among Northwest Pipe Company, Bank of America, N.A., as Administrative
        Agent, and Union Bank of California, N.A.*

10.2    First Amendment and Limited Waiver to the Amended and Restated Note
        Purchase and Private Shelf Agreement dated as of October 14, 2008 by and
        among Northwest Pipe Company and Prudential Investment Management, Inc.
        and certain affiliates.*

10.3    First Amendment to and Consent under the Second Amended and Restated
        Intercreditor and Collateral Agency Agreement dated as of October 14, 2008
        by and between Northwest Pipe Company, Bank of America, N.A., Union Bank
        of California, N.A., U.S. National Bank, National Association and
        Prudential Investment Management, Inc. and certain of its affiliates.*

* Schedules and similar attachments to this Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant will furnish supplementally a copy of any omitted schedule or similar attachment to the Securities and Exchange Commission upon request.