SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KNOLL ROBERT J

(Last)

(First)

(Middle)

17839 LAYTON PATH

(Street)

LAKEVILLE

55044

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LINCOLN ELECTRIC HOLDINGS INC [ LECO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/03/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	05/03/2006		M		3,000	A	$19.61	0	D
Common Shares	05/03/2006		S		3,000	D	⁽¹⁾	0	D
Common Shares	05/03/2006		M		2,000	A	$25.44	0	D
Common Shares	05/03/2006		S		2,000	D	⁽²⁾	0	D
Common Shares	05/03/2006		M		2,000	A	$35.43	0	D
Common Shares	05/03/2006		S		2,000	D	⁽³⁾	3,000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$19.61	05/03/2006		M			3,000	03/05/2004	03/05/2013	Common Shares	3,000	$19.61	0	D
Stock Option (Right to Buy)	$25.44	05/03/2006		M			2,000	11/28/2004	11/28/2013	Common Shares	2,000	$25.44	0	D
Stock Option (Right to Buy)	$35.43	05/03/2006		M			2,000	11/30/2005	11/30/2014	Common Shares	2,000	$35.43	0	D

Explanation of Responses:

1. 200 shares sold at $54.36; 671 shares sold at $54.35; 600 shares sold at $54.47; 500 shares sold at $54.48; 600 shares sold at $54.41; 400 shares sold at $54.43; and 29 shares sold at $54.44.

2. 471 shares sold at $54.44; 600 shares sold at $54.43; 229 shares sold at $54.46; 400 shares sold at $54.45; 200 shares sold at $54.47; and 100 shares sold at $54.48.

3. 681 shares sold at $54.46; 800 shares sold at $54.47; 19 shares sold at $54.65; 200 shares sold at $54.68; 100 shares sold at $54.75; and 200 shares sold at $54.76.

Remarks:

	/s/ Robert J. Knoll	05/05/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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