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                                                                  Exhibit 10(ao)

                  AMENDMENT NO. 1 TO THE LAMSON & SESSIONS CO.
                           1998 INCENTIVE EQUITY PLAN


         WHEREAS, The Lamson & Sessions Co., an Ohio corporation (the
"Company"), with the approval of the Company's shareholders, has established the
1998 Incentive Equity Plan of the Company (the "Plan");

         WHEREAS, the Board of Directors of the Company (the "Board") finds that
it is in the best interest of the Company and its shareholders to amend the Plan
to conform the definition of "Change in Control" in the Plan to the definition
of "Change in Control" in other plans and agreements of the Company; and

         WHEREAS, the Board has approved this Amendment No. 1 (this "Amendment")
in accordance with the provisions of Section 18 of the Plan.

                  NOW THEREFORE, the Plan is hereby amended as follows:

                  1. Section 13 of the Plan is hereby amended and restated to
read in its entirety as follows:

         SECTION 13.  CHANGE IN CONTROL.

                  For purposes of this Plan, a "Change in Control" shall be
         deemed to haveoccurred if any of the following events shall occur:

                  (a) The acquisition by any individual, entity or group (within
                  the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
                  Exchange Act of 1934, as amended (the "Exchange Act")) (a
                  "Person") of beneficial ownership (within the meaning of Rule
                  13d-3 promulgated under the Exchange Act) of 15% or more of
                  either: (A) the then-outstanding shares of common stock of the
                  Company (the "Company Common Stock") or (B) the combined
                  voting power of the then-outstanding voting securities of the
                  Company entitled to vote generally in the election of
                  directors ("Voting Stock"); PROVIDED, HOWEVER, that for
                  purposes of this subsection (i), the following acquisitions
                  shall not constitute a Change in Control: (1) any acquisition
                  directly from the Company, (2) any acquisition by the Company,
                  (3) any acquisition by any employee benefit plan (or related
                  trust) sponsored or maintained by the Company or any
                  Subsidiary of the Company, or (4) any acquisition by any
                  Person pursuant to a transaction which complies with clauses
                  (A), (B) and (C) of subsection (iii) of this Section 9(b); or

                  (b) Individuals who, as of the date hereof, constitute the
                  Board of Directors of the Company (the "Incumbent Board")
                  cease for any reason (other than death or disability) to
                  constitute at least a majority of the Board of Directors of
                  the Company; PROVIDED, HOWEVER, that any individual becoming a
                  director subsequent to the date hereof whose election, or
                  nomination for election by the Company's shareholders, was
                  approved by a vote of at least a majority of the directors
                  then comprising the Incumbent Board (either by a specific vote
                  or by approval of the


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                  proxy statement of the Company in which such person is named
                  as a nominee for director, without objection to such
                  nomination) shall be considered as though such individual were
                  a member of the Incumbent Board, but excluding for this
                  purpose, any such individual whose initial assumption of
                  office occurs as a result of an actual or threatened election
                  contest (within the meaning of Rule 14a-11 of the Exchange
                  Act) with respect to the election or removal of directors or
                  other actual or threatened solicitation of proxies or consents
                  by or on behalf of a Person other than the Board of Directors
                  of the Company; or

                  (c) Consummation of a reorganization, merger or consolidation
                  or sale or other disposition of all or substantially all of
                  the assets of the Company (a "Business Combination"), in each
                  case, unless, following such Business Combination, (A) all or
                  substantially all of the individuals and entities who were the
                  beneficial owners, respectively, of the Company Common Stock
                  and Voting Stock immediately prior to such Business
                  Combination beneficially own, directly or indirectly, more
                  than 50% of, respectively, the then-outstanding shares of
                  common stock and the combined voting power of the
                  then-outstanding voting securities entitled to vote generally
                  in the election of directors, as the case may be, of the
                  entity resulting from such Business Combination (including,
                  without limitation, an entity which as a result of such
                  transaction owns the Company or all or substantially all of
                  the Company's assets either directly or through one or more
                  subsidiaries) in substantially the same proportions relative
                  to each other as their ownership, immediately prior to such
                  Business Combination, of the Company Common Stock and Voting
                  Stock of the Company, as the case may be, (B) no Person
                  (excluding any entity resulting from such Business Combination
                  or any employee benefit plan (or related trust) sponsored or
                  maintained by the Company or such entity resulting from such
                  Business Combination) beneficially owns, directly or
                  indirectly, 15% or more of, respectively, the then-outstanding
                  shares of common stock of the entity resulting from such
                  Business Combination, or the combined voting power of the
                  then-outstanding voting securities of such corporation except
                  to the extent that such ownership existed prior to the
                  Business Combination and (C) at least a majority of the
                  members of the board of directors of the corporation resulting
                  from such Business Combination were members of the Incumbent
                  Board at the time of the execution of the initial agreement,
                  or of the action of the Board of Directors of the Company,
                  providing for such Business Combination; or

                  (d) Approval by the shareholders of the Company of a complete
                  liquidation or dissolution of the Company.

                  2. This Amendment shall be effective as of January 1, 2000,
upon approval of the shareholders of the Company.

                  3. Except as expressly set forth in this Amendment, the Plan
remains unchanged and continues in full force and effect.



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