The stability of almost fully developed viscous flow in a rotating pipe is considered. In cylindrical polar co-ordinates (r, ø, z) this flow has the velocity components \[ \{W_0o(1),\quad\Omega r[1+o(\epsilon)],\quad W_0[1-r^2/r^2_0+o(1)]\},_{+}^{+} \] where ε = Wo/2Ωr0 and is bounded externally by the rigid cylinder r = r0, which rotates about its axis with angular velocity Ω. In the limit of small ε, the disturbance equations can be solved in terms of Bessel functions and it is shown that, in that limit, the flow is unstable for Reynolds numbers R = Wor0/v greater than Rc [asymp ] 82[sdot ]9. The unstable disturbances take the form of growing spiral waves, which are stationary relative to the rotating cylinder and the critical disturbance at R = Rc has azimuthal wave-number 1 and axial wavelength 2πr0/ε. Furthermore, it is shown that the most rapidly growing disturbance for R > Rc has an azimuthal wave-number which increases with R. Some of the problems involved in testing the results by experiment are discussed and a possible application to the theory of vortex breakdown is mentioned. In an appendix this instability is shown to be an example of inertial instability.