It is most probable that the de Grendon family was responsible for the second attempt at establishing Depedale Priory.  Two suggestions have been made as to which member of the family: Serlo or William; that detail is absent from the Chronicle. The start date is, of course, conjectural, as the date of the disappearance of the Augustinian canons is uncertain: it may have been as early as 1175 or up to 10 years later. This time, however, it was not Augustinian canons who were invited to take on the project, but Premonstratensian canons from the abbey at Tupholm in Lincolnshire.

Depedale Priory was Tupholm's only daughter house. Tupholm had itself been founded between 1155 and 1166, by the brothers Gilbert and Alan de Neville, and was a daughter of Newhouse, situated five miles away from Barlings Abbey. Very little of the abbey now remains: just the south wall of the frater with its pulpit, in a field.

Prior Henry and six canons from Tupholm, called in by William de Grendon (husband of Ermentrude Talbot, son of Serlo II, nephew of William FitzRalph and cousin of Matilda de Salicosa Mara), made an attempt to re-colonise the buildings and lasted just seven poor years. The priory acquired Stanley Park at this stage, but it was still poor even though Serlo II de Grendon, lord of Ockbrook, had given the Priory the Boyah estate and Thakkemore (which has not yet been identified). The duty to be hospitable was vastly expensive.
It is recorded that during the Tupholm canons’ reign a lay brother built a water mill for the priory; this is usually identified as Baldock Mill, to the west of the road leading from the windmill down to Stanley, and built some time after 1175. At the suppression it was sold to Francis Pole as Le Parke Mill; it became called Baldock Mill after Henry Baldock in 1555.  The last remains of the 18th century brick building called Baldock Mill, with some older stones and a doorway of around 1600 were destroyed around 1930; just the millpond, the inflow leat and the sluices were visible in recent years.

It is also recorded that the prior was a counterfeiter, and that when the priory in Depedale was abandoned, he refused to return to Tupholm; eventually he was forced to, and committed suicide, by slitting his veins in the bath.

Once more, the area was desolate for an unknown period.