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                                                              EXHIBIT NO. 10(AC)


                                  AMENDMENT TO
                            THE LAMSON & SESSIONS CO.
                     1988 INCENTIVE EQUITY PERFORMANCE PLAN

                                    RECITALS

         WHEREAS, The Lamson & Sessions Co., an Ohio corporation (the
"Company"), with the approval of the Company's shareholders, has established The
Lamson & Sessions Co. 1988 Incentive Equity Performance Plan (as amended as of
April 26, 1996) (the "Plan");

         WHEREAS, the Company desires to amend the Plan to provide for the
transferability of stock options under the Plan upon determination of the
Compensation and Organization Committee of the Board of Directors and subject to
certain conditions on transfer (the "Transferability Amendment"); and

         WHEREAS, the Board of Directors of the Company (the "Board") has
approved the Transferability Amendment in accordance with the provisions of
Section 10 of the Plan and such Amendment does not require approval by the
shareholders of the Company.

         NOW, THEREFORE, the Plan is hereby amended as follows:

          1. The Plan is amended by adding the following new Section
2(p) to the Plan:

                  (p) "IMMEDIATE FAMILY" has the meaning stated in Rule 16a-1(e)
         of the Securities and Exchange Commission promulgated under Section 16
         of the Exchange Act (or any successor rule to the same effect), as in
         effect from time to time.

         2. The Plan is further amended by redesignating existing
Sections 2(p) through 2(z) as new Sections 2(q) through 2(aa), respectively.

          3. The Plan is further amended by deleting existing Section
6(e) in its entirety and substituting in its place the following new Section
6(e):





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            (e)      TRANSFERABILITY OF OPTIONS.

                         (i) No Stock Option shall be transferable by the
                     optionee otherwise than by will or by the laws of
                     descent and distribution, and all Stock Options shall
                     be exercisable, during the optionee's lifetime, only
                     by the optionee.

                         (ii) At the request of an optionee, Stock
                     purchased upon exercise of an Option may be issued or
                     transferred into the name of the optionee and another
                     person jointly with rights of survivorship.

                         (iii)Notwithstanding the provisions of Section
                              6(e)(i), if so determined by the Committee
                              in its discretion, at or after grant, Stock
                              Options shall be transferable by an
                              optionee, without payment of consideration
                              therefor by the transferee, to any one or
                              more members of the optionee's Immediate
                              Family (or to one or more trusts established
                              solely for the benefit of one or more
                              members of the optionee's Immediate Family
                              or to one or more partnerships in which the
                              only partners are members of the optionee's
                              Immediate Family), except that (A) no such
                              transfer shall be effective unless
                              reasonable prior notice of such transfer is
                              delivered to the Company and such transfer
                              is thereafter effected in accordance with
                              any terms and conditions that have been made
                              applicable to such transfer by the Company
                              or the Committee and (B) any such transferee
                              shall be subject to the same terms and
                              conditions under the Plan as the optionee.


                  4. The Plan is further amended by adding the parenthetical
phrase "(or by the transferee of the optionee, in the case of a Stock Option
transferred in accordance with Section 6(e)(iii))" immediately after the words
"by the legatee of the optionee under the will of the optionee" in Section 6(f)
of the Plan.

                  5. Except as amended prior to the date hereof and by this
Amendment, the Plan shall remain in full force and effect.

                  6. This Amendment to The Lamson & Sessions Co. 1988 Incentive
Equity Performance Plan shall be effective as of February 26, 1998, the date of
the approval hereof by the Board.