SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549




FORM 10-K/A(Amendment No. 1)

|    |  |                                                                                                       
|--- |  | ------------------------------------------------------------------------------------------------------
|[X] |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

|                                            |                              | 
|------------------------------------------- | ---------------------------- | 
|For the fiscal year ended December 30, 2000 | Commission File Number 1-313

|      |  |                                                                                                           
|----- |  | ----------------------------------------------------------------------------------------------------------
|[   ] |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

THE LAMSON & SESSIONS CO.(Exact name of Registrant as specified in its charter)

|                                                                                             |  |                                             
|-------------------------------------------------------------------------------------------- |  | --------------------------------------------
|Ohio
(State or other jurisdiction of
incorporation or organization)
25701 Science Park Drive |  | 34-0349210
(IRS Employer Identification No.)
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                            
|Cleveland, Ohio
(Address of principal executive offices)                                     |  | 44122-7313
(Zip Code)                       

Registrants telephone number, including area code: 216/464-3400

Securities registered pursuant to Section 12(b) of the Act:

|                                 |  |                                               
|-------------------------------- |  | ----------------------------------------------
|                                 |  | Name of each exchange                         
|Title of each class              |  | on which registered                           
|                                 |  |                                               
|Common Shares, without par value |  | New York Stock Exchange
Pacific Stock Exchange

|                                                                     |  | 
|-------------------------------------------------------------------- |  | 
|Securities registered pursuant to Section 12(g) of the
Act:     None

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or
15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes X No ___

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of Registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  [   ]

The aggregate market value of the voting stock held as of February 9, 2001
by non-affiliates of the Registrant: $143,808,987.

As of February 9, 2001 the Registrant had outstanding 13,706,877 common
shares.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement for the 2001 Annual Meeting of
Shareholders are incorporated by reference
into Part III.





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NOTES TO CONSOLIDATED FINANCIAL STATEMENTSContinued
THE LAMSON & SESSIONS CO. AND SUBSIDIARIES
NOTE BACQUISITIONS

On September 22, 2000 and December 15, 2000, the Company
acquired Pyramid for $45.4 million and Ameriduct for $63.8 million plus assumed debt of $3.9 million plus
transaction costs. In addition, pursuant to terms of non-competition agreements,
Lamson will pay three former Pyramid shareholders $6.5 million
over a five-year
period, including $1.5 million, which was paid at closing. The acquisitions were
funded through the Companys secured credit agreement. Both Pyramid and
Ameriduct are leading manufacturers of HDPE conduit
used in building telecommunications and utility infrastructure.

The acquisitions have been accounted for by the purchase method and,
accordingly, the operating results have been included in the Companys
consolidated financial statements and the Carlon business segment since the
respective dates of acquisition. The assets acquired and liabilities assumed
were recorded at estimated fair values. For financial statement purposes,
goodwill relating to these acquisitions is being amortized by the straight-line
method over 20 years. The following summary of the assets acquired and
liabilities assumed is based upon a preliminary purchase price allocation.

|                       |                     |   |         |         |  
|---------------------- | ------------------- | - | ------- | ------- | -
|(Dollars in thousands)
|                      
|                      
|                      
|                      
|Estimated fair values 
|                      
|                      
|                      
|                      
|                       | Assets acquired     |   | $       | 48,271  |  
|                      
|                      
|                      
|                      
|                       | Liabilities assumed |   |         | (22,898 | )
|                      
|                      
|                      
|                      
|Goodwill               |                     |   | 87,594  |        
|                       |                     |   |         |        
|Purchase price paid    |                     |   | 112,967 |        
|                      
|                      
|                      
|                      
|Less cash acquired     |                     |   | (128    | )      
|                       |                     |   |         |        
|Net cash paid          |                     | $ | 112,839 |        
|                       |                     |   |         |        

Unaudited pro forma results of operations as if the acquisition occurred as of
January 2, 2000 and January 1, 1999 follows. The pro forma results include
estimates and assumptions, which the Companys management believes are
reasonable. However, the pro forma results do not include any cost savings,
revenue enhancements or other effects of the planned integration of the
Company, Pyramid and Ameriduct and are not necessarily indicative of the
results which would have occurred if the business combination had been in
effect at the beginning of each of the years presented, or which may result in
the future.

|                           |  |                      |         |      |  |   |         | 
|-------------------------- |  | -------------------- | ------- | ---- |  | - | ------- | 
|                           |  | (Unaudited)         
|                           |  | Pro Forma Year Ended
|(Dollars in thousands)     |  | 2000                 |         | 1999
|                           |  |                      |         |     
|Net Sales                  |  | $                    | 437,206 |      |  | $ | 366,823 | 
|                          
|                          
|                          
|                          
|Net Income                 |  | $                    | 22,104  |      |  | $ | 14,652  | 
|                          
|                          
|                          
|                          
|Basic Earnings Per Share   |  | $                    | 1.63    |      |  | $ | 1.09    | 
|                           |  |                      |         |      |  |   |         | 
|Diluted Earnings Per Share |  | $                    | 1.58    |      |  | $ | 1.09    | 
|                           |  |                      |         |      |  |   |         | 

18



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Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized, on
this 26th day of February 2001.

| |    |                                                                                                           
| | -- | ----------------------------------------------------------------------------------------------------------
| |    | THE LAMSON & SESSIONS CO.                                                                                 
|
|
| | By | /s/ James J. Abel
James J. Abel
Executive Vice President, Secretary,
Treasurer and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the Registrant and in the capacities indicated as of February 21, 2001.

|                                                   |  |                                                                                                         
|-------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------
|Signature                                          |  | Title                                                                                                   
|                                                   |  |                                                                                                         
|/s/ John B. Schulze
John B. Schulze                |  | Chairman of the Board, President
and Chief Executive Officer
(Principal Executive Officer)              
|                                                  
|/s/ James J. Abel
James J. Abel                    |  | Executive Vice President, Secretary,
Treasurer and Chief Financial Officer
(Principal Financial Officer)
|                                                  
|/s/ Lori L. Spencer
Lori L. Spencer                |  | Vice President and Controller
(Principal Accounting Officer)                                            
|                                                  
|/s/ James T. Bartlett*
James T. Bartlett           |  | Director                                                                                                
|                                                  
|/s/ Francis H. Beam, Jr.*
Francis H. Beam, Jr.     |  | Director                                                                                                
|                                                  
|/s/ Martin J. Cleary*
Martin J. Cleary             |  | Director                                                                                                
|                                                  
|/s/ William H. Coquillette*
William H. Coquillette |  | Director                                                                                                

35



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|                                                 |  |         
|------------------------------------------------ |  | --------
|Signature                                        |  | Title   
|                                                 |  |         
|                                                
|/s/ John C. Dannemiller*
John C. Dannemiller     |  | Director
|                                                
|/s/ George R. Hill*
George R. Hill               |  | Director
|                                                
|/s/ A. Malachi Mixon, III*
A. Malachi Mixon, III |  | Director
|                                                
|/s/ John C. Morley*
John C. Morley               |  | 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.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |                  
| | -----------------
| | February 26, 2001

By  /s/ James J. Abel
      James J. Abel, Attorney-in-fact

36