##### Table of Contents



UNITED STATES
  SECURITIES AND EXCHANGE
    COMMISSION
  WASHINGTON, D.C. 20549
  FORM
    10-K
  þ
    ANNUAL
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
    1934
  For the fiscal year ended
    December 30, 2006
 OR
  o
    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 1-313
  THE LAMSON & SESSIONS
    CO.
 (Exact name of Registrant as specified in its charter)
  Ohio

34-0349210(State of
    Incorporation)

(I.R.S. Employer Identification
    No.)   25701 Science Park Drive, Cleveland, Ohio
  (Address of Principal Executive
    Offices)
  216-464-3400
  (Registrants telephone
    number, including area code)
 None
  (Former name, former address and
    former fiscal year, if changed since last report)
 SECURITIES REGISTERED PURSUANT
    TO SECTION 12(b) OF THE ACT:
  Title of each class

Name of each Exchange on which
    registeredCommon Shares, without par
    value

New York Stock
    Exchange   SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE
    ACT: NONE
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K
    Large accelerated
    filer o
              Accelerated
    filer þ
              Non-accelerated
    filer o
  Rule 12b-2 o þ
      DOCUMENTS INCORPORATED BY REFERENCE
  Document

Parts Into Which
    IncorporatedProxy Statement for the Annual
    Meeting of Shareholders

Part III




---



##### 



THE
    LAMSON & SESSIONS CO.
  INDEX
    TO
    ANNUAL REPORT ON
    FORM 10-K
  For The
    Fiscal Year Ended December 30, 2006
  PART IItem 1.


Business


3Item 1A.


Risk
    Factors


5Item 1B.


Unresolved Staff
    Comments


8Item 2.


Properties


8Item 3.


Legal
    Proceedings


8Item 4.


Submission of
    Matters to a vote of Security Holders


8PART IIItem 5.


Market for
    Registrants Common Equity, Related Stockholder Matters and
    Issuer Purchases of Equity Securities


10Item 6.


Selected Financial
    Data


12Item 7.


Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations


13Item 7A.


Quantitative and
    Qualitative Disclosures About Market Risk


22Item 8.


Financial
    Statements and Supplementary Data


23Item 9.


Changes in and
    Disagreements with Accountants on Accounting and Financial
    Disclosure


47Item 9A.


Controls and
    Procedures


47Item 9B.


Other
    Information


50PART IIIItem 10.


Directors,
    Executive Officers and Corporate Governance


50Item 11.


Executive
    Compensation


50Item 12.


Security Ownership
    of Certain Beneficial Owners and Management and Related
    Stockholder Matters


50Item 13.


Certain
    Relationships and Related Transactions, and Director
    Independence


50Item 14.


Principal
    Accountant Fees and Services


50PART IVItem 15.


Exhibits and
    Financial Statement Schedules


51EX-3(B)EX-10(D)EX-10(X)EX-10(A)(H)EX-10(A)(I)EX-21EX-23EX-24EX-31.1EX-31.2EX-32.1EX-32.2   2




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##### Table of Contents



PART I  Item 1.
    BUSINESS    Principal
    Products and Markets
       Carlon  Industrial, Residential, Commercial,
    Telecommunications and Utility Construction
  Lamson Home Products  Consumer
  PVC Pipe
    (Dollars in
    thousands)

2006


2005


2004Carlon

$
261,442



47
%

$
223,500



45
%

$
183,800



48
%Lamson Home Products


113,135



20
%


105,039



21
%


86,510



22
%PVC Pipe


186,693



33
%


165,656



34
%


116,829



30
%$
561,270



100
%

$
494,195



100
%

$
387,139



100
%     Competition
  3




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##### Table of Contents



Distribution
   Raw
    Materials
   Patents
    and Trademarks
   Seasonal
    Factors
   Major
    Customers
   Backlog
 order-to-delivery
  Research
    and Development
   Environmental
    Regulations
  4




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##### Table of Contents



Associates
   Foreign
    Operations
   Form 10-K, Form 10-Q, Form 8-K, 1-800-SEC-0330, http://www.sec.gov. http://www.lamson-sessions.com.
  Item 1A.
    RISK
    FACTORS      Profitability
    of the PVC Pipe segment is dependent on the spread between
    selling price and cost per pound.
     5




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##### Table of Contents



We are
    dependent on limited suppliers, and our ability to produce
    products or otherwise meet customer needs could be adversely
    impacted if these suppliers were unable to meet our requirements
    in a timely manner.
    15-20%
    Because
    we experience seasonal fluctuations in our sales, our quarterly
    results will fluctuate, and our annual performance will be
    affected by those fluctuations.
    The
    demand for our products is dependent on the strength of
    construction and telecommunications industries, which have been
    cyclical industries.
    (35-40% (20-30%
  (25-35% fiber-to-the-premise
   6




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##### Table of Contents



Loss of a
    significant facility or operating problems in our business may
    materially adversely affect our financial condition and results
    of operations.
        We are
    dependent on key customers.
    
    the loss of a key customer, in whole or in part;
    the insolvency or bankruptcy of any key customer;
    a declining market in which customers reduce orders or demand
    reduced prices; or
    a strike or work stoppage at a key customer facility, which
    could affect both their suppliers and customers.    We may
    encounter difficulties in expanding our business through
    strategic alliances and targeted acquisitions.
   7




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##### Table of Contents



Item 1B.
    UNRESOLVED
    STAFF COMMENTS    Item 2.
    PROPERTIES    ApproximateManufacturing
    Facilities

Square FeetWoodland, California(O)


71,000High Springs, Florida(O)


110,000Tennille, Georgia(O)


41,000Clinton, Iowa(O)


159,000Mountain Grove, Missouri(O)


36,000Bowling Green, Ohio(O)


67,000Oklahoma City, Oklahoma(O)


172,000Nazareth, Pennsylvania(O)


61,000Erie, Pennsylvania(L)


56,000Cranesville, Pennsylvania(L)


10,000Distribution
    CentersColumbia, South Carolina(L)


350,000Dallas, Texas*


180,000Woodland, California(L)


127,000Fort Myers, Florida(O)


40,000   *
    During the third quarter 2006 the Company opened a distribution
    center in Dallas, Texas which is being operated by a third party
    logistics organization. The Company does not own or lease this
    facility.    Item 3.
    LEGAL
    PROCEEDINGS    Item 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS    FOR

AGAINST

ABSTAIN11,798,947

2,743,056

29,573    8




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##### Table of Contents



Executive Officers of the Registrant
  JOHN B. SCHULZE
  MICHAEL J. MERRIMAN JR.
    JAMES J. ABEL
    EILEEN E. CLANCY
    DONALD A. GUTIERREZ
    ANDREW J. PATTERSON
    MICHAEL R. PEARCH
    JAMES A. RAJECKI
    LORI L. SPENCER
    NORMAN P. SUTTERER
   9




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##### Table of Contents



PART II  Item 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES     10




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##### Table of Contents



5-year 12/31/2001 12/31/2006.
  
  12/01


12/02


12/03


12/04


12/05


12/06The Lamson & Sessions
    Co.


100.00



61.33



109.90



173.33



476.57



462.10Russell 2000


100.00



79.52



117.09



138.55



144.86



171.47S & P SmallCap
    Industrial


100.00



90.98



121.49



156.36



172.04



200.34   The stock price performance included in this graph is not
    necessarily indicative of future stock price performance.
 11




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##### Table of Contents



Item 6.
    SELECTED
    FINANCIAL DATA
    FIVE-YEAR CONSOLIDATED FINANCIAL SUMMARY  Fiscal Years Ended(Dollars in thousands except per share data, associates and
    percentages)

2006


2005


2004


2003


2002Operations:Net sales

$
561,270


$
494,195


$
387,139


$
340,487


$
312,429Operating Income


66,109



50,607



17,669



14,658



18,509Income From Continuing
    Operations Before Income Taxes and Cumulative Effect of Change
    in Accounting Principle


62,039



43,699



9,744



6,131



8,926Income From Continuing
    Operations Before Cumulative Effect of Change in Accounting
    Principle


39,143



27,395



6,148



3,740



5,026Income (loss) from discontinued
    operations, net of income taxes










401



(2,738
)


Cumulative effect of change in
    accounting principle, net of income taxes


















(46,250
)Net Income (Loss)

$
39,143


$
27,395


$
6,549


$
1,002


$
(41,224
)Basic Earnings (Loss) Per Common
    Share:Earnings (Loss) from continuing
    operations before change in accounting principle

$
2.52


$
1.91


$
0.45


$
0.27


$
0.36Earnings (Loss) from discontinued
    operations, net of tax









$
0.03


$
(0.20
)


Cumulative effect of change in
    accounting principle, net of tax

















$
(3.36
)Net Earnings (Loss)

$
2.52


$
1.91


$
0.47
*

$
0.07


$
(2.99
)*Diluted Earnings (Loss) Per
    Common Share:Earnings (Loss) from continuing
    operations before change in accounting principle

$
2.43


$
1.82


$
0.43


$
0.27


$
0.36Earnings (Loss) from discontinued
    operations, net of tax









$
0.03


$
(0.20
)


Cumulative effect of change in
    accounting principle, net of tax

















$
(3.36
)Net Earnings (Loss)

$
2.43


$
1.82


$
0.46


$
0.07


$
(2.99
)*Year-End Financial
    Position:Current Assets

$
118,325


$
129,639


$
100,745


$
81,377


$
84,764Total Assets


215,610



240,449



218,502



208,313



213,705Current Liabilities(1)


62,746



72,420



131,112



57,026



64,112Long-Term Debt(1)


7,131



55,026



11,876



82,990



84,350Other Long-Term Liabilities


17,481



22,704



30,138



29,782



29,067Shareholders Equity


128,252



90,299



45,376



38,515



36,176Statistical
    Information:Number of associates


1,281



1,263



1,189



1,122



1,116Market price per share

$
24.26


$
25.02


$
9.10


$
5.50


$
3.40Market capitalization

$
382,958


$
377,295


$
126,371


$
75,829


$
46,844Gross profit as a % of net sales


21.9%



20.6%



16.4%



15.9%



19.2%Total operating expenses as a % of
    net sales


10.1%



10.4%



11.4%



11.6%



13.3%Operating income as a % of net sales


11.8%



10.2%



4.5%



4.3%



5.9%     (1)
    
    In 2004, the Companys Credit
    Facility of $75,000 was classified as current as it had a
    maturity date of August 2005.*
    
    Earnings per share do not sum to
    total, due to rounding. 12




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##### Table of Contents



Item 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL
    CONDITION    Executive
    Overview
 Fiber-to-the-Premise
             13




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##### Table of Contents



Results
    of Continuing Operations
   (Dollars in
    thousands)

2006


2005


2004Net Sales

$
561,270



100.0
%

$
494,195



100.0
%

$
387,139



100.0
%Cost of products sold


438,092



78.1
%


392,580



79.4
%


323,455



83.6
%Gross profit


123,178



21.9
%


101,615



20.6
%


63,684



16.4
%Total operating expenses


57,069



10.1
%


51,008



10.4
%


44,074



11.4
%Litigation settlement






0.0
%






0.0
%


1,728



0.4
%Other expense






0.0
%






0.0
%


213



0.1
%Operating income


66,109



11.8
%


50,607



10.2
%


17,669



4.5
%Interest expense, net


4,070



0.7
%


6,908



1.4
%


7,925



2.0
%Income from continuing operations
    before income taxes


62,039



11.1
%


43,699



8.8
%


9,744



2.5
%Income tax provision


22,896



4.1
%


16,304



3.3
%


3,596



0.9
%Income from continuing operations

$
39,143



7.0
%

$
27,395



5.5
%

$
6,148



1.6
%   Fiber-to-the-Premise
  11-12% 15-16%
     14




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##### Table of Contents



Business
    Segments
  Carlon
  15




---



##### Table of Contents



Fiber-to-the-Premise
          Lamson
    Home Products
        16




---



##### Table of Contents



PVC
    Pipe
             Liquidity
    and Capital Resources
    17




---



##### Table of Contents



Outlook
    for 2007
   Fiber-to-the-Premise
 18




---



##### Table of Contents



Forward-Looking
    Statements
   Critical
    Accounting Policies
  19




---



##### Table of Contents



Accounts
    Receivable Allowances
   Inventory
    Valuation
     Pension
    and Other Post-Retirement Benefit Plans
    20




---



##### Table of Contents



Environmental
    and Legal Obligations
   Deferred
    Tax Assets
   Goodwill
    Valuation
   Off-Balance
    Sheet Arrangements
  21




---



##### Table of Contents



Contractual
    Obligations
    Payment due by period(Dollars in
    thousands)

Total


2007


2008 to 2009


2010 to 2011


AfterContractual
    Obligations:Long-Term Debt Obligations

$
20,041


$
13,676


$
755


$
3,945


$
1,665Capital Lease Obligations


919



153



318



339



109Operating Lease Obligations


18,755



5,852



9,058



3,334



511Purchase Obligations


3,200



3,200











Other Long-Term Liabilities


19,078



3,278



6,900



6,900



2,000Total

$
61,993


$
26,159


$
17,031


$
14,518


$
4,285     Item 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK        Form 10-K
 22




---



##### 



THE
    LAMSON & SESSIONS CO. AND SUBSIDIARIES
  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
 AND
    FINANCIAL STATEMENT SCHEDULE
  Item 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  
  Financial Statements:Report of
    Independent Registered Public Accounting Firm


24Consolidated
    Statements of Income for Fiscal Years Ended 2006, 2005,
    2004


25Consolidated
    Statements of Cash Flows for Fiscal Years Ended 2006, 2005,
    2004


26Consolidated
    Balance Sheets at December 30, 2006 and December 31,
    2005


27Consolidated
    Statements of Shareholders Equity for Fiscal Years Ended
    2006, 2005, 2004


29Notes to
    Consolidated Financial Statements


30Financial Statement
    Schedule:Schedule II 
    Valuation and Qualifying Accounts and Reserves


46   23




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  Board of Directors and Shareholders
 The Lamson & Sessions Co.
            Ernst &
    Young LLP
    24




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##### Table of Contents



THE
    LAMSON & SESSIONS CO. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF INCOME
  Fiscal Years(Dollars in thousands, except
    per share data)

2006


2005


2004NET SALES

$
561,270


$
494,195


$
387,139Cost of products sold


438,092



392,580



323,455GROSS PROFIT


123,178



101,615



63,684Selling and marketing expenses


34,341



30,523



26,527General and administrative expenses


20,595



18,549



15,349Research and development expenses


2,133



1,936



2,198TOTAL OPERATING
    EXPENSES


57,069



51,008



44,074Litigation settlement










1,728Other expense, net










213OPERATING INCOME


66,109



50,607



17,669Interest expense, net


4,070



6,908



7,925INCOME FROM CONTINUING
    OPERATIONS BEFORE INCOME TAXES


62,039



43,699



9,744Income tax provision


22,896



16,304



3,596INCOME FROM CONTINUING
    OPERATIONS


39,143



27,395



6,148Income from discontinued
    operations, net of income tax of $256 (Note G)










401Net Income

$
39,143


$
27,395


$
6,549BASIC EARNINGS PER COMMON
    SHARE:Earnings from continuing operations

$
2.52


$
1.91


$
0.45Earnings from discontinued
    operations, net of tax










0.03NET EARNINGS

$
2.52


$
1.91


$
0.47
*DILUTED EARNINGS PER COMMON
    SHARE:Earnings from continuing operations

$
2.43


$
1.82


$
0.43Earnings from discontinued
    operations, net of tax










0.03NET EARNINGS

$
2.43


$
1.82


$
0.46     *
    
    Earnings per share do not sum to total, due to rounding.   25




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##### Table of Contents



THE
    LAMSON & SESSIONS CO. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENT OF CASH FLOWS
  Fiscal Years(Dollars in
    thousands)

2006


2005


2004OPERATING ACTIVITIESNet income

$
39,143


$
27,395


$
6,549Adjustments to reconcile net
    income to cash provided by operating activities:Depreciation


8,995



8,911



9,140Amortization


177



1,260



1,599Stock-based compensation


2,308







Gain on sale of property, plant
    and equipment










(933
)Deferred income taxes


10,661



8,394



3,646Changes in operating assets and
    liabilities:Accounts receivable


13,396



(20,116
)


(10,195
)Inventories


(4,504
)


(7,127
)


(6,717
)Prepaid expenses and other


1,342



1,441



313Accounts payable


(11,058
)


6,730



7,285Accrued expenses and other current
    liabilities


(7,436
)


2,570



767Tax benefit from exercise of stock
    options






6,221



159Pension plan contributions


(4,882
)


(5,827
)


(1,866
)Other long-term items


(1,828
)


309



2,088CASH PROVIDED BY OPERATING
    ACTIVITIES


46,314



30,161



11,835INVESTING ACTIVITIESNet additions to property, plant
    and equipment


(12,819
)


(9,783
)


(6,370
)Proceeds from sale of property,
    plant and equipment










1,595Acquisitions and related items






(187
)


(250
)CASH USED IN INVESTING
    ACTIVITIES


(12,819
)


(9,970
)


(5,025
)FINANCING ACTIVITIESNet payments under secured credit
    agreement


(36,100
)


(26,100
)


(6,400
)Payments on other long-term
    borrowings


(4,660
)


(850
)


(599
)Purchase and retirement of
    treasury stock


(421
)






(205
)Exercise of stock options


3,605



7,728



609Tax benefit from exercise of stock
    options


5,753







CASH USED IN FINANCING
    ACTIVITIES


(31,823
)


(19,222
)


(6,595
)INCREASE IN CASH AND CASH
    EQUIVALENTS


1,672



969



215Cash and cash equivalents at
    beginning of year


1,652



683



468CASH AND CASH EQUIVALENTS AT
    END OF YEAR

$
3,324


$
1,652


$
683    26




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##### Table of Contents



THE
    LAMSON & SESSIONS CO. AND SUBSIDIARIES
  CONSOLIDATED
    BALANCE SHEETS
  December 30,
    2006 and December 31, 2005
  (Dollars in
    thousands)

2006


2005ASSETSCURRENT ASSETSCash and cash equivalents

$
3,324


$
1,652Accounts receivable, net of
    allowances of $1,625 and $1,827, respectively


55,111



68,507Inventories, netRaw materials


4,846



5,721Work-in-process


5,198



6,221Finished goods


38,447



32,04548,491



43,987Deferred tax assets


9,054



11,806Prepaid expenses and other


2,345



3,687TOTAL CURRENT ASSETS


118,325



129,639PROPERTY, PLANT AND
    EQUIPMENTLand


3,320



3,320Buildings


25,436



25,533Machinery and equipment


120,031



128,280148,787



157,133Less allowances for depreciation
    and amortization


95,211



108,300Total Net Property, Plant and
    Equipment


53,576



48,833GOODWILL


21,402



21,441PENSION ASSETS


13,605



34,369DEFERRED TAX ASSETS


4,437



2,274OTHER ASSETS


4,265



3,893TOTAL ASSETS

$
215,610


$
240,449    27




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##### Table of Contents



THE
    LAMSON & SESSIONS CO. AND SUBSIDIARIES
  CONSOLIDATED
    BALANCE SHEETS
  December 30,
    2006 and December 31, 2005
  (Dollars in thousands, except
    per share data)

2006


2005LIABILITIES AND
    SHAREHOLDERS EQUITYCURRENT LIABILITIESAccounts payable

$
19,885


$
30,943Accrued compensation and benefits


13,779



15,769Customer volume &
    promotional accrued expenses


5,463



7,719Other accrued expenses


5,999



7,787Taxes


3,791



4,427Current maturities of long-term
    debt


13,829



5,775TOTAL CURRENT
    LIABILITIES


62,746



72,420LONG-TERM DEBT


7,131



55,026POST-RETIREMENT BENEFITS AND
    OTHER
    LONG-TERM LIABILITIES


17,481



22,704SHAREHOLDERS
    EQUITYCommon shares, without par value,
    stated value of $0.10 per share, authorized
    40,000,000 shares; outstanding, 15,785,566 shares in
    2006 and 15,079,723 shares in 2005


1,579



1,508Other capital


101,230



90,056Retained earnings


39,258



115Accumulated other comprehensive
    loss


(13,815
)


(1,380
)Total Shareholders
    Equity


128,252



90,299TOTAL LIABILITIES &
    SHAREHOLDERS EQUITY

$
215,610


$
240,449    28




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##### Table of Contents



THE
    LAMSON & SESSIONS CO. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF SHAREHOLDERS EQUITY
  Retained


Interest


Foreign


Pension


TotalCommon


Other


Earnings


Rate


Currency


and Other


Shareholders(Dollars in thousands)

Shares


Capital


(Deficit)


Swaps


Translation


Benefits


EquityBalance of January 3,
    2004

$
1,379


$
75,534


$
(33,829
)

$
(839
)

$
(441
)

$
(3,289
)

$
38,515Net income










6,549















6,549Other comprehensive income (loss):Foreign currency translation


















70







70Minimum pension liability, net of
    $661 tax






















(1,034
)


(1,034
)Interest rate swaps, net of $429 tax














670











670Total comprehensive income


























6,255Issuance of 125,897 shares
    under employee benefit plans


12



799



















811Purchase and retirement of
    26,079 shares of treasury stock


(2
)


(203
)


















(205
)Balance of January 1,
    2005

$
1,389


$
76,130


$
(27,280
)

$
(169
)

$
(371
)

$
(4,323
)

$
45,376Net income










27,395















27,395Other comprehensive income:Foreign currency translation


















87







87Minimum pension liability, net of
    $2,063 tax






















3,227



3,227Interest rate swaps, net of $107 tax














169











169Total comprehensive income


























30,878Issuance of 1,192,760 shares
    under employee benefit plans (includes income tax benefit of
    $6,221)


119



13,926



















14,045Balance of December 31,
    2005

$
1,508


$
90,056


$
115


$



$
(284
)

$
(1,096
)

$
90,299Net income










39,143















39,143Other comprehensive income:Foreign currency translation


















(76
)






(76
)Minimum pension liability
    pre-adoption of SFAS No. 158






















30



30Total comprehensive income


























39,097Stock-based compensation


6



2,302



















2,308Issuance of 670,578 shares
    under employee benefit plans (includes income tax benefit of
    $5,753)


67



9,291



















9,358Purchase and retirement of
    16,063 shares of treasury stock


(2
)


(419
)


















(421
)Adjustment to initially apply
    SFAS No. 158 (includes income tax benefit of $7,921)






















(12,389
)


(12,389
)Balance of December 30,
    2006

$
1,579


$
101,230


$
39,258


$



$
(360
)

$
(13,455
)

$
128,252    29




---



##### Table of Contents



THE
    LAMSON & SESSIONS CO. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    NOTE A 
    ACCOUNTING POLICIES
  Fiscal Year
  Principles of Consolidation and Presentation
  Use of Estimates
  Cash and Cash Equivalents
  Inventories first-in,
  Financial Instruments
  Property and Depreciation
  Impairment of Long-Lived Assets
  Goodwill
  Pension and Other Post-Retirement Benefits
 30




---



##### Table of Contents



THE
    LAMSON & SESSIONS CO. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   NOTE A 
    ACCOUNTING POLICIES  (Continued)
      Prior to


Effect of


As ReportedApplication of


Adopting


at(Dollars in
    thousands)

SFAS No. 158


SFAS No. 158


December 30,
    2006AssetsPension assets

$
37,402


$
(23,797
)

$
13,605Deferred tax asset

$
682


$
7,921


$
8,603Other assets

$
52


$
(52
)

$
Liabilities and
    Shareholders equity:Post-retirement Benefits and other
    Long-Term Liabilities

$
17,715


$
(3,531
)

$
14,184Accumulated other comprehensive
    income (loss)

$
1,066


$
12,389


$
13,455       Stock Compensation Plans
 31




---



##### Table of Contents



THE
    LAMSON & SESSIONS CO. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   NOTE A 
    ACCOUNTING POLICIES  (Continued)
        Fiscal Years(Dollars in thousands, except
    per share data)




2005


2004Net income


As reported


$
27,395


$
6,549Total stock-based employee
    compensation,
    net of tax






(553
)

$
(504
)Net income


Pro forma


$
26,842


$
6,045Basic earnings per share


As reported


$
1.91


$
0.47Pro forma



1.88



0.44Diluted earnings per share


As reported


$
1.82


$
0.46Pro forma



1.79



0.43Weighted-average fair value of
    options 
    granted during the year





$
5.01


$
3.40     2006


2005


2004Expected volatility


40.0
%


55.5
%


57.2
%Risk-free interest rates


4.67
%


3.84
%


3.79
%Average expected life


6 years



5 years



5 years    32




---



##### Table of Contents



THE
    LAMSON & SESSIONS CO. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   NOTE A 
    ACCOUNTING POLICIES  (Continued)
   Revenue Recognition 01-9
  Shipping and Handling Costs
  Advertising 01-9
  Research and Development Costs
  Income Taxes
    NOTE B 
    GOODWILL AND INTANGIBLE ASSETS
     33




---



##### Table of Contents



THE
    LAMSON & SESSIONS CO. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   NOTE B 
    GOODWILL AND INTANGIBLE ASSETS  (Continued)
    NOTE C 
    LONG  TERM DEBT AND COMMITMENTS
    Fiscal Years(Dollars in
    thousands)

2006


2005Secured Credit AgreementTerm

$



$
37,500Revolver


12,800



11,40012,800



48,900Industrial Revenue Bonds


7,110



7,775Other


1,050



4,12620,960



60,801Less amounts classified as current


13,829



5,775$
7,131


$
55,026            34




---



##### Table of Contents



THE
    LAMSON & SESSIONS CO. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   NOTE C 
    LONG  TERM DEBT AND
    COMMITMENTS  (Continued)
      NOTE D 
    PERSION AND OTHER POST-RETIREMENT BENEEIT PLANS
      Pension Benefits


Other Benefits(Dollars in
    thousands)

2006


2005


2006


2005Change in Benefit ObligationObligation at beginning of year

$
94,955


$
88,310


$
14,223


$
16,204Service cost


1,397



1,496







1Interest cost


5,225



4,849



456



694Plan participants
    contribution










634



858Plan amendment


42







(966
)


(1,316
)Acturial loss (gain)


(988
)


6,657



(3,901
)


545Benefits paid


(6,241
)


(6,357
)


(2,347
)


(2,763
)Obligation at end of year

$
94,392


$
94,955


$
8,099


$
14,223    35




---



##### Table of Contents



THE
    LAMSON & SESSIONS CO. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   NOTE D 
    PERSION AND OTHER POST-RETIREMENT BENEEIT PLANS 
    (Continued)
  Pension Benefits


Other Benefits(Dollars in
    thousands)

2006


2005


2006


2005Change in Plan AssetsFair value of plan assets at
    beginning of year

$
91,439


$
75,790


$



$
Actual return on plan assets


9,528



16,179







Employer contributions


4,882



5,827



1,713



1,905Plan participants
    contributions










634



858Benefits paid


(6,241
)


(6,357
)


(2,347
)


(2,763
)Fair value of plan assets at end
    of year

$
99,608


$
91,439


$



$
       Target


Plan AssetsAsset Category

2007


2006


2005Equity securities


70
%


78
%


80.0
%Debt securities


28
%


15
%


14.6
%Other


2
%


7
%


5.4
%100
%


100
%


100.0
%        36




---



##### Table of Contents



THE
    LAMSON & SESSIONS CO. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   NOTE D 
    PERSION AND OTHER POST-RETIREMENT BENEEIT PLANS 
    (Continued)
     Pension


Other(Dollars in
    thousands)

Plans


Benefits2007

$
6,805


$
1,4822008


6,476



1,4612009


6,641



1,4342010


6,522



1,4012011


6,746



6792012 through 2016


34,754



2,648     Pension Benefits


Other Benefits(Dollars in
    thousands)

2006


2005


2006


2005Funded
    StatusFunded status at end of year

$
5,216


$
(3,516
)

$
(8,099
)

$
(14,223
)Unrecognized actuarial loss






31,504







3,666Unrecognized transition (asset)






(812
)






Unrecognized prior service cost
    (gain)






294







(3,954
)Net amount recognized at end of
    year

$
5,216


$
27,470


$
(8,099
)

$
(14,511
)       Pension Benefits


Other Benefits(Dollars in
    thousands)

2006


2005


2006


2005Prepaid benefit cost

$
13,605


$
34,369


$



$
Accrued benefit liability


(822
)


(8,696
)


(1,482
)


(14,511
)Noncurrent benefit liability


(7,567
)






(6,617
)


Minimum pension liability






1,797







$
5,216


$
27,470


$
(8,099
)

$
(14,511
)    37




---



##### Table of Contents



THE
    LAMSON & SESSIONS CO. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   NOTE D 
    PERSION AND OTHER POST-RETIREMENT BENEEIT PLANS 
    (Continued)
     Pension Benefits


Other Benefits2006


2005


2006


2005Discount rate


6.1
%


5.7
%


6.0
%


5.5
%Expected return on plan assets


8.0
%


8.5
%






Rate of salary increase


4.0
%


4.0
%






       (Dollars in
    thousands)

1% Increase

1% DecreaseNet periodic benefit cost

$
21


$
(18
)Accumulated post-retirement
    benefit obligation

$
329


$
(292
)     Pension Benefits


Other Benefits(Dollars in
    thousands)

2006


2005


2004


2006


2005


2004Service cost

$
1,397


$
1,496


$
1,192






$
1


$
7Interest cost


5,225



4,849



4,874



456



694



917Expected return on assets


(7,097
)


(6,251
)


(5,945
)










Net amortization and deferral


1,295



1,912



1,555



(872
)


(463
)


(297
)Defined contribution plan


1,116



1,045



1,080











$
1,936


$
3,051


$
2,756



(416
)

$
232


$
627     NOTE E 
    LITIGATION
     38




---



##### Table of Contents



THE
    LAMSON & SESSIONS CO. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE F 
    ENVIRONMENTAL
      NOTE G 
    DISCONTINUED OPERATIONS
    NOTE H 
    COMMON, PREFERRED, PREFERENCE STOCK
       39




---



##### Table of Contents



THE
    LAMSON & SESSIONS CO. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   NOTE I 
    STOCK COMPENSATION PLANS
          Weighted-


Weighted Average


AggregateNumber of


Average


Remaining


Intrinsic(Options/SARS and intrinsic
    value in thousands)

Options/SARS


Exercise Price


Contractual Term


ValueOutstanding at January 3, 2004


2,613


$
6.21Granted


322



6.48Exercised


(121
)


5.06Forfeited


(144
)


6.87Outstanding at January 1, 2005


2,670


$
6.26Granted


310



9.69Exercised


(1,184
)


6.53Forfeited


(10
)


8.57Outstanding at December 31,
    2005


1,786


$
6.67Granted


135



25.41Exercised


(668
)


5.63Forfeited






Outstanding at December 30,
    2006


1,253


$
9.23



6.20 years


$
18,828Stock-based awards exercisable at
    
    December 30, 2006


848



6.84



5.11 years


$
14,765Weighted-average fair value of
    stock-
    based awards granted during 
    the year





$
11.76      40




---



##### Table of Contents



THE
    LAMSON & SESSIONS CO. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   NOTE I 
    STOCK COMPENSATION PLANS  Continued
    Weighted-AverageNumber of


Number of





Grant-DateRestricted Shares


PARS


Total


Fair ValueNonvested at January 3, 2004


14,049







14,049


$
6.25Granted


5,572







5,572


$
7.85Vested


(6,137
)






(6,137
)

$
9.88Nonvested at January 1, 2005


13,484







13,484


$
5.26Granted


8,309







8,309


$
11.55Vested










Nonvested at December 31, 2005


21,793







21,793


$
7.66Granted


19,383



43,300



62,683


$
25.41Vested


(7,912
)






(7,912
)

$
3.44Nonvested at December 30, 2006


33,264



43,300



76,564


$
22.63       97-14
 41




---



##### Table of Contents



THE
    LAMSON & SESSIONS CO. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE J 
    EARNINGS PER SHARE CALCULATION
    Fiscal Years(Dollars and shares in
    thousands, except per share data)

2006


2005


2004Basic Earnings Per Share
    ComputationNet Income

$
39,143


$
27,395


$
6,549Average Common
    Shares Outstanding


15,549



14,311



13,815Basic Earnings Per Share

$
2.52


$
1.91


$
0.47Diluted Earnings Per Share
    ComputationNet Income

$
39,143


$
27,395


$
6,549Basic Shares Outstanding


15,549



14,311



13,815Stock Options Calculated Under the
    Treasury Stock Method


575



735



355Total Shares


16,124



15,046



14,170Diluted Earnings Per Share

$
2.43


$
1.82


$
0.46     NOTE K 
    INCOME TAXES
    Fiscal Years(Dollars in
    thousands)

2006


2005


2004Current:Federal

$
9,794


$
6,711


$
92State and local


2,441



1,199



(142
)12,235



7,910



(50
)Deferred:Federal


10,265



7,709



3,233State and local


396



685



41310,661



8,394



3,646Total

$
22,896


$
16,304


$
3,596  42




---



##### Table of Contents



THE
    LAMSON & SESSIONS CO. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   NOTE K 
    INCOME TAXES  (Continued)
    Fiscal Years(Dollars in
    thousands)

2006


2005Deferred tax assets:Net operating loss carryforwards
    (Federal & State)

$



$
2,570Goodwill


7,306



8,493Other accruals, credits and
    reserves


7,165



6,418General business and alternative
    minimum tax credits


2,819



5,755Post-retirement benefits other
    than pensions


2,835



5,079Total deferred tax assets


20,125



28,315Deferred tax liabilities:Tax in excess of book depreciation


4,850



5,275Pensions


1,784



8,960Total deferred tax liabilities


6,634



14,235Total net deferred tax assets

$
13,491


$
14,080       Fiscal Years(Dollars in
    thousands)

2006


2005


2004Tax expense at statutory rates

$
21,714


$
15,295


$
3,410Adjustment due to:Change in valuation allowance






(199
)


State and local income taxes, net
    of federal benefit


1,587



779



(92
)Other


(405
)


429



278$
22,896


$
16,304


$
3,596     NOTE L 
    BUSINESS SEGMENTS
    Carlon  Industrial, Residential, Commercial,
    Telecommunications and Utility Construction:
 43




---



##### Table of Contents



THE
    LAMSON & SESSIONS CO. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   NOTE L 
    BUSINESS SEGMENTS  (Continued)
  Lamson Home Products  Consumer:
  PVC Pipe:
  (Dollars in
    thousands)

2006


2005


2004Net SalesCarlon

$
261,442


$
223,500


$
183,800Lamson Home Products


113,135



105,039



86,510PVC Pipe


186,693



165,656



116,829$
561,270


$
494,195


$
387,139Operating Income
    (Loss)Carlon

$
38,086


$
26,980


$
16,836Lamson Home Products


15,562



15,021



8,776PVC Pipe


22,645



17,475



(1,502
)Corporate Office


(10,184
)


(8,869
)


(6,228
)Other Expense, Net (see
    Note M)










(213
)$
66,109


$
50,607


$
17,669Depreciation and
    AmortizationCarlon

$
3,383


$
4,596


$
5,342Lamson Home Products


1,773



1,842



1,881PVC Pipe


4,016



3,733



3,516$
9,172


$
10,171


$
10,739Identifiable
    AssetsCarlon

$
81,833


$
86,858


$
77,473Lamson Home Products


44,019



38,286



34,190PVC Pipe


52,911



57,985



44,650Corporate Office (includes
    deferred taxes and pension assets)


36,847



57,320



62,189$
215,610


$
240,449


$
218,502      44




---



##### Table of Contents



THE
    LAMSON & SESSIONS CO. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   NOTE M 
    SALE OF ASSETS
    Training,Moving and(Dollars in
    thousands)

Severance


Other Costs


Total2004 charges

$
587


$
550


$
1,137Payments in 2004


(151
)


(550
)


(701
)Balance at January 1, 2005

$
436


$



$
436Payments in 2005


(436
)






(436
)Balance at December 31, 2005

$



$



$
    NOTE N 
    SUMMARY OF QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
  (Dollars in thousands, except per share data)
  ClosingBasic Earnings


Diluted Earnings


Market PriceNet


Gross


Net


Per


Per


Per ShareSales


Profit


Income


Common Share


Share


High


LowFiscal 2006:First quarter

$
135,401


$
30,983


$
9,220


$
0.60


$
0.58


$
32.05


$
21.82Second quarter


162,313



40,072



13,989



0.90



0.87



29.63



21.03Third quarter


148,239



32,786



11,939



0.76



0.74



28.85



23.60Fourth quarter


115,317



19,337



3,995



0.25



0.25



25.32



20.24Total

$
561,270


$
123,178


$
39,143


$
2.52
*

$
2.43
*Fiscal 2005:First quarter

$
98,792


$
16,977


$
2,204


$
0.16


$
0.15


$
10.17


$
8.75Second quarter


124,010



23,015



5,227



0.37



0.35



12.07



9.15Third quarter


128,052



22,908



5,353



0.37



0.35



18.32



12.40Fourth quarter


143,341



38,715



14,611



0.99



0.93



30.80



17.30Total

$
494,195


$
101,615


$
27,395


$
1.91
*

$
1.82
*     *
    
    Earnings per share were computed on a stand-alone quarterly
    basis for each respective quarter. Therefore, the sum of the
    Basic and Diluted Earnings Per Common Share in 2006 and 2005 do
    not equal the respective years total due to rounding. 45




---



##### Table of Contents



SCHEDULE II 
    VALUATION AND QUALIFYING ACCOUNTS AND RESERVES  (Dollars in thousands)Balance at


Charged to


Deductions


Balance atBeginning of


Costs and


and


End ofDescription

Period


Expenses


Other


PeriodYear Ended December 30,
    2006Allowances deducted from assets:Trade receivable allowances

$
1,827


$
9,764


$
9,966
(A)

$
1,625Inventory Obsolescence reserve


780



1,573



1,567
(B)


786Other current and long-term assets


450











450Accounts and loss reserves
    included in current and
    long-term liabilities


3,555



26



45
(C)


3,536Year Ended December 31,
    2005Allowances deducted from assets:Trade receivable allowances

$
1,522


$
8,794


$
8,489
(A)

$
1,827Inventory Obsolescence reserve


748



883



851
(B)


780Other current and long-term assets


450











450Accounts and loss reserves
    included in current and
    long-term liabilities


4,330



208



983
(C)


3,555Year Ended January 1,
    2005Allowances deducted from assets:Trade receivable allowances

$
1,532


$
6,493


$
6,503
(A)

$
1,522Inventory Obsolescence reserve


582



1,063



897
(B)


748Other current and long-term assets


520







70



450Accounts and loss reserves
    included in current and
    long-term liabilities


4,747



(200
)


217
(C)


4,330        46




---



##### Table of Contents



Item 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    Item 9A.
    CONTROLS
    AND PROCEDURES  Evaluation
    of Disclosure Controls and Procedures
 Rule 13a-15(e)
 47




---



##### Table of Contents



Managements
    Report on Internal Control over Financial Reporting
  Rules 13a-15(f) 15d-15(f).
    
   President and Chief Executive
    Officer
  
   Executive Vice President,
    Secretary, Treasurer and
 Chief Financial
    Officer
  
   Vice President and
    Controller
  Changes
    in Internal Control over Financial Reporting
   48




---



##### Table of Contents



Report
    of Independent Registered Public Accounting Firm
  Board of
    Directors and Shareholders 
    The Lamson & Sessions Co.
              Ernst &
    Young LLP
  Cleveland, Ohio
 February 23, 2007
 49




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##### Table of Contents



Item 9B.
    OTHER
    INFORMATION   PART III  Item 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE  (a)
    Directors.    (b)
    Executive Officers  The information set forth under
    the caption Executive Officers of the Registrant in
    Part I hereof is incorporated herein by reference.  (c)
    Compliance with Section 16(a) of the Exchange Act.    (d)
    Code of Ethics.    Item 11.
    EXECUTIVE
    COMPENSATION    Item 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS    Item 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE    Item 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES   50




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PART IV  Item 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES  (a)
    The following documents are filed as part of this report:    1.
    Financial Statements            2.
    Financial Statement Schedule      3.
    The exhibits listed in the accompanying Exhibit Index and
    required by Item 601 of
    Regulation S-K
    (numbered in accordance with Item 601 of
    Regulation S-K)
    are filed or incorporated by reference as part of this Report.   51




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SIGNATURES
      By
    /s/  James
    J. AbelJames
    J. Abel Executive Vice President, Secretary,
    Treasurer and Chief Financial Officer    Signature

Title/s/  Michael
    J. Merriman
    Jr.Michael
    J. Merriman Jr.

President, Chief Executive Officer
    and Director (Principal Executive Officer)/s/  James
    J. AbelJames
    J. Abel

Executive Vice President,
    Secretary, Treasurer, Chief Financial Officer and Director
    (Principal Financial Officer)/s/  Lori
    L. SpencerLori
    L. Spencer

Vice President and Controller
    (Principal Accounting Officer)/s/  John
    B. SchulzeJohn
    B. Schulze

Chairman of the Board and Director/s/  James
    T.
    Bartlett*James
    T. Bartlett

Director/s/  William
    H.
    Coquillette*William
    H. Coquillette

Director/s/  John
    C.
    Dannemiller*John
    C. Dannemiller

Director/s/  George
    R. Hill*George
    R. Hill

Director/s/  William
    E.
    MacDonald, III*William
    E. MacDonald, III.

Director/s/  A.
    Malachi
    Mixon, III*A.
    Malachi Mixon, III

Director/s/  D.
    Van
    Skilling*D.
    Van Skilling

Director     *
    
    The undersigned, by signing his name hereto, does sign and
    execute this Annual Report on
    Form 10-K
    pursuant to a Power of Attorney executed on behalf of the
    above-named directors of The Lamson & Sessions Co. and
    filed herewith as Exhibit 24 on behalf of The
    Lamson & Sessions Co. and each such person.    By
    /s/  James
    J. Abel   Attorney-in-fact
 52




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##### Table of Contents



EXHIBIT INDEX
  Form 10-K 001-00313,
  Exhibit No.

Description of Document3(a)

Amended Articles of Incorporation
    of the Company (incorporated by reference to Exhibit 4(a)
    to the Companys Registration Statement on
    Form S-8
    (Registration
    No. 333-32875)
    filed with the Securities and Exchange Commission on
    August 5, 1997).3(b)

Amendment to Amended Articles of
    Incorporation of the Company, effective as of December 15,
    2006.3(c)

Amended Code of Regulations of the
    Company (incorporated by reference to Exhibit 3(a) to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2001 (the First
    Quarter 2001
    Form 10-Q)).4(a)

Form of Rights Certificate
    (incorporated by reference to Exhibit 4.1 to the
    Companys Registration Statement on
    Form 8-A
    filed with the Securities and Exchange Commission on
    September 9, 1998).4(b)

Rights Agreement, dated as of
    September 8, 1998 (the Rights Agreement), by
    and between the Company and National City Bank (the Rights
    Agent) (incorporated by reference to Exhibit 4.1 to
    the Companys Registration Statement on
    Form 8-A
    filed with the Securities and Exchange Commission on
    September 9, 1998).4(c)

Amendment No. 1 to Rights
    Agreement, dated as of May 5, 2005, between the Company and
    the Rights Agent (incorporated by reference to Exhibit 4.1
    to Amendment No. 1 to the Companys Registration
    Statement on
    Form 8-A
    filed with the Securities and Exchange Commission on May 5,
    2005).*10(a)

Form of Three-Year Executive
    Change-in-Control
    Agreement between the Company and certain executive officers
    (incorporated by reference to Exhibit 10(b) to the
    Companys Annual Report on
    Form 10-K
    for the year ended January 1, 2000).*10(b)

Form of Two-Year Executive
    Change-in-Control
    Agreement between the Company and certain executive officers
    (incorporated by reference to Exhibit 10(c) to the
    Companys Annual Report on
    Form 10-K
    for the year ended January 1, 2000) (superceded by Exhibit
    10(d)).*10(c)

Form of Amendment to Two-Year and
    Three-Year Executive
    Change-in-Control
    Agreements between the Company and certain executive officers
    (incorporated by reference to Exhibit 10(c) to the
    Companys Annual Report on
    Form 10-K
    for the year ended January 3, 2004) (Two-Year Amendment
    Superceded by Exhibit 10(d)).*10(d)

Form of Amended and Restated
    Two-Year Executive Change-in Control Agreement between the
    Company and certain executive officers.*10(e)

Form of One-Year
    Change-in-Control
    Agreement between the Company and certain key employees
    (incorporated by reference to Exhibit 10(d) to the
    Companys Annual Report on
    Form 10-K
    for the year ended January 1, 2005 (the 2004
    Form 10-K)).*10(f)

Form of Amendment to One-Year
    Change-in-Control
    Agreement between the Company and certain key employees
    (incorporated by reference to Exhibit 10(e) to the 2004
    Form 10-K).*10(g)

Form of Indemnification Agreement
    between the Company and each of the directors and certain
    officers (incorporated by reference to Exhibit 10(g) to the
    Companys Annual Report on
    Form 10-K
    for the year ended December 31, 1994) (superseded by
    Exhibit 10(h)).*10(h)

Form of Indemnification Agreement
    between the Company and each of the directors and certain
    officers (incorporated by reference to Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    December 14, 2006). 53




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Exhibit No.

Description of Document10(i)

Second Amended and Restated Credit
    Agreement, dated June 29, 2005, by and among the Company,
    the Companys subsidiaries, the lenders party thereto,
    National City Bank and JPMorgan Chase Bank, N.A., as
    co-syndication agents, LaSalle Bank National Association, as
    documentation agent and Harris N.A., as administrative agent
    (incorporated by reference to Exhibit 10(a) to the
    Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    July 5, 2005) (superseded by Exhibit 10(i)).10(j)

Third Amended and Restated Credit
    Agreement, dated November 20, 2006, by and among the
    Company, the Companys subsidiaries, the lenders party
    thereto, National City Bank and JPMorgan Chase Bank, N.A., as
    co-syndication agents, LaSalle Bank National Association, as
    documentation agent and Bank of Montreal, as administrative
    agent (incorporated by reference to Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    November 21, 2006).*10(k)

Form of Amended and Restated
    Supplemental Executive Retirement Agreement dated as of
    March 20, 1990 between the Company and certain of its
    executive officers (incorporated by reference to
    Exhibit 10(e) to the Companys Annual Report on
    Form 10-K
    for the year ended December 30, 1995).*10(l)

The Lamson & Sessions Co.
    Supplemental Pension Plan, effective February 23, 2000
    (incorporated by reference to Exhibit 10(q) to the 2004
    Form 10-K).*10(m)

1988 Incentive Equity Performance
    Plan (as amended and restated as of February 26, 1998)
    (incorporated by reference to Exhibit 4(c) of the
    Companys Registration Statement on
    Form S-3
    (Registration
    No. 333-65795)
    filed with the Securities and Exchange Commission on
    October 16, 1998).*10(n)

Amendment No. 3 to The
    Lamson & Sessions Co. 1988 Incentive Equity Performance
    Plan (as amended and restated as of February 26, 1998)
    (incorporated by reference to Exhibit 10(am) to the
    Companys Annual Report on
    Form 10-K
    for the year ended January 1, 2000).*10(o)

Amendment No. 4 to The
    Lamson & Sessions Co. 1988 Incentive Equity Performance
    Plan (as amended and restated as of February 26, 1998),
    dated as of October 19, 2000 (incorporated by reference to
    Exhibit 10(d) to the First Quarter 2001
    Form 10-Q).*10(p)

Form of Two-Year Non-Qualified
    Stock Option Agreement under the Companys 1988 Incentive
    Equity Performance Plan (incorporated by reference to
    Exhibit 10(e) to the Third Quarter 2001
    Form 10-Q).*10(q)

Form of Three-Year Non-Qualified
    Stock Option Agreement under the Companys 1988 Incentive
    Equity Performance Plan (incorporated by reference to
    Exhibit 10(f) to the Third Quarter 2001
    Form 10-Q).*10(r)

1998 Incentive Equity Plan (as
    amended and restated as of April 30, 2004) (incorporated by
    reference to Appendix B of the Companys Definitive
    Proxy Statement filed with the Securities and Exchange
    Commission on March 29, 2004).*10(s)

Form of Two-Year Non-Qualified
    Stock Option Agreement under the Companys 1998 Incentive
    Equity Plan (incorporated by reference to Exhibit 10(c) to
    the Third Quarter 2001
    Form 10-Q).*10(t)

Form of Three-Year Non-Qualified
    Stock Option Agreement under the Companys 1998 Incentive
    Equity Plan (incorporated by reference to Exhibit 10(d) to
    the Third Quarter 2001
    Form 10-Q).*10(u)

Form of One-Year Non-Qualified
    Stock Option Agreement for non-employee directors under the
    Companys 1998 Incentive Equity Plan (incorporated by
    reference to Exhibit 10(b) to the Companys Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended July 3, 2004 (the
    Second Quarter 2004
    Form 10-Q)).*10(v)

Form of Restricted Stock Agreement
    for non-employee directors under the Companys 1998
    Incentive Equity Plan (incorporated by reference to
    Exhibit 10(c) to the Second Quarter 2004
    Form 10-Q).*10(w)

1998 Incentive Equity Plan (As
    Amended and Restated as of April 28, 2006) (incorporated by
    reference to Appendix A to the Companys Definitive
    Proxy Statement filed with the Securities and Exchange
    Commission on April 3, 2006). 54




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Exhibit No.

Description of Document*10(x)

Amendment No. 1 to 1998
    Incentive Equity Plan (As Amended and Restated as of
    April 28, 2006), dated as of December 8, 2006.*10(y)

Form of Restricted Stock Agreement
    for non-employee directors (annual grant) under the
    Companys 1998 Incentive Equity Plan (As Amended and
    Restated as of April 28, 2006) (incorporated by reference
    to Exhibit 10(a) to the Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended July 1, 2006 (the
    Second Quarter 2006
    Form 10-Q)).*10(z)

Form of Restricted Stock Agreement
    for non-employee directors (deferred compensation) under the
    Companys 1998 Incentive Equity Plan (As Amended and
    Restated as of April 28, 2006) (incorporated by reference
    to Exhibit 10(b) to the Second Quarter 2006
    Form 10-Q).*10(aa)

Form of Restricted Stock Agreement
    for officers (deferred annual bonus) under the Companys
    1998 Incentive Equity Plan (As Amended and Restated as of
    April 28, 2006) (incorporated by reference to
    Exhibit 10(b) to the Second Quarter 2006
    Form 10-Q).*10(ab)

The Companys Long-Term
    Incentive Plan (incorporated by reference to Exhibit 10(h)
    to the Companys Annual Report on
    Form 10-K
    for the year ended December 28, 1996).*10(ac)

Amendment No. 1 to The
    Lamson & Sessions Co. Long-Term Incentive Plan,
    effective January 1, 2000 (incorporated by reference to
    Exhibit 10(an) to the Companys Annual Report on
    Form 10-K
    for the year ended January 1, 2000).*10(ad)

The Lamson & Sessions Co.
    Non-Employee Directors Stock Option Plan, as amended and
    restated as of July 19, 2001 (incorporated by reference to
    Exhibit 10(g) to the Third Quarter 2001
    Form 10-Q).*10(ae)

Form of Non-Qualified Stock Option
    Agreement under the Companys Non-Employee Directors Stock
    Option Plan (incorporated by reference to Exhibit 10(h) to
    the Third Quarter 2001
    Form 10-Q).*10(af)

The Lamson & Sessions Co.
    Deferred Compensation Plan for Non-Employee Directors, as
    amended and restated as of April 30, 2004 (incorporated by
    reference to Exhibit 10(a) to the Second Quarter 2004
    Form 10-Q).*10(ag)

The Lamson & Sessions Co.
    Deferred Compensation Plan for Executive Officers, as amended
    and restated as of October 18, 2001 (incorporated by
    reference to Exhibit 10(j) to the Third Quarter 2001
    Form 10-Q).*10(ah)

The Lamson & Sessions Co.
    Nonqualified Deferred Compensation Plan (Post-2004) for
    Executive Officers, effective as of January 1, 2005.*10(ai)

Amendment No. 1 to The
    Lamson & Sessions Co. Nonqualified Deferred
    Compensation Plan (Post-2004).*10(aj)

The Lamson & Sessions Co.
    Outside Directors Benefit Program, as amended and restated as of
    February 19, 2004 (incorporated by reference to
    Exhibit 10(hh) to the 2004
    Form 10-K).*10(ak)

Offer Letter, dated
    October 26, 2006, by and between the Company and Michael J.
    Merriman, Jr. (incorporated by reference to
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    November 1, 2006).*10(al)

Executive
    Change-in-Control
    Agreement, dated October 26, 2006, by and between the
    Company and Michael J. Merriman, Jr. (incorporated by
    reference to Exhibit 10.2 to the Companys Current
    Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    November 1, 2006).*10(am)

Severance Agreement, dated
    November 15, 2006, by and between the Company and Michael
    J. Merriman, Jr. (incorporated by reference to
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    November 17, 2006).*10(an)

Executive Supplemental Retirement
    Agreement, dated November 15, 2006, by and between the
    Company and Michael J. Merriman, Jr. (incorporated by
    reference to Exhibit 10.2 to the Companys Current
    Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    November 17, 2006). 55




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Exhibit No.

Description of Document*10(ao)

Form of Appreciation Rights
    Agreement pursuant to the 1998 Incentive Equity Plan (As Amended
    and Restated as of April 28, 2006) (incorporated by
    reference to Exhibit 10.3 to the Companys Current
    Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    November 17, 2006).*10(ap)

Form of Restricted
    Shares Agreement pursuant to 1998 Incentive Equity Plan (As
    Amended and Restated as of April 28, 2006) (incorporated by
    reference to Exhibit 10.4 to the Companys Current
    Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    November 17, 2006).21

Subsidiaries of the Registrant.23

Consent of Independent Registered
    Public Accounting Firm.24

Powers of Attorney.31.1

Certification of Michael J.
    Merriman, Jr., Chief Executive Officer, pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.31.2

Certification of James J. Abel,
    Chief Financial Officer, pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002.32.1

Certification of Michael J.
    Merriman, Jr., Chief Executive Officer, pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.32.2

Certification of James J. Abel,
    Chief Financial Officer, pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002.  56