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                                                                    EXHIBIT (am)

                  AMENDMENT NO. 3 TO THE LAMSON & SESSIONS CO.
                     1988 INCENTIVE EQUITY PERFORMANCE PLAN


         WHEREAS, The Lamson & Sessions Co., an Ohio corporation (the
"Company"), with the approval of the Company's shareholders, has established the
1988 Incentive Equity Performance 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 (this "Amendment") in
accordance with the provisions of Section 10 of the Plan.

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

                  1. The last paragraph of Section 2 is hereby amended and
restated to read in its entirety as follows:

                  In addition, the terms "Change in Control" and "Change in
Control Price" shall have the meanings set forth in Section 9.

                  2. Section 9 of the Plan is hereby amended and restated to
read in its entirety as follows:

         "SECTION 9.  CHANGE IN CONTROL PROVISIONS.

                  (a) Impact of Event. In the event of a "Change in Control" as
         defined in Section 9(b), the Committee or the Board may provide that
         one or more of the following acceleration and valuation provisions
         shall apply:

                  (i)      Any or all Stock Appreciation Rights outstanding for
                           at least six months on the date that such Change in
                           Control is determined to have occurred and any or all
                           Stock Options awarded under this Plan not previously
                           exercisable and vested shall become fully exercisable
                           and vested.

                  (ii)     The restrictions and deferral limitations applicable
                           to any or all Restricted Stock and Deferred Stock
                           awards shall lapse and such shares and awards shall
                           be fully vested.

                  (iii)    The value of any or all outstanding Stock Options,
                           Restricted Stock and Deferred Stock awards shall be
                           cashed out on the basis of the "Change in Control
                           Price" as defined in Section 9(c) as of the date such
                           Change in Control is determined to have occurred or
                           such other date as the Committee may determine prior
                           to the Change in Control.



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                  (b) Definition of "Change in Control." For purposes of Section
         9(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 of 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

                  (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



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                           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

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

                  (c) Change in Control Price. For the purposes of this Section
9, "Change in Control Price" means the highest price per share paid in any
transaction reported on the New York Stock Exchange Composite Index, or paid or
offered in any bona fide transaction related to an actual Change in Control of
the Company, at the time during the preceding sixty-day period as determined by
the Committee, except that, in the case of Incentive Stock Options and Stock
Appreciation Rights relating to Incentive Stock Options, such price shall be
based only on transactions reported for the date as of which the Committee
decides to cashout such options."

                  3. This Amendment shall be effective as of January 1, 2000,
upon approval by the Board.

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


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