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                                                                    EXHIBIT (an)

                  AMENDMENT NO. 1 TO THE LAMSON & SESSIONS CO.
                            LONG-TERM INCENTIVE PLAN


         WHEREAS, the Lamson & Sessions Co., an Ohio corporation (the
"Company"), has established the Long-Term Incentive Plan of the Company (the
"Plan");

         WHEREAS, the Board of Directors of the Company (the "Board") desires 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 16 of the Plan.

                  NOW THEREFORE, the undersigned hereby amends the Plan as
follows:

                  1. Section 10 of the Plan is hereby amended and restated to
read in its entirety as follows:

          "10.  Change in Control.

           (a)      In the event of a "Change in Control" as defined in Section
                    10(b), any or all Units outstanding on the date that such
                    Change in Control is determined to have occurred shall
                    become fully exercisable and vested as if Performance
                    Objectives had been attained at 125%.

           (b)      Definition of "Change in Control." For purposes of Section
                    10(a), a "Change in Control" shall be deemed to have
                    occurred if any of the following events shall occur:

                             (i) 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 10(b);
                             or



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                             (ii) 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 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

                             (iii) 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


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                             (iv) 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 by the Board.

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



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