Exhibit 4(h)

                                 AMENDMENT NO. 5
                                       TO
                          THE LINCOLN ELECTRIC COMPANY
                              EMPLOYEE SAVINGS PLAN
                          (EFFECTIVE NOVEMBER 1, 1994)

                  The Lincoln Electric Company, an Ohio corporation, hereby
adopts this Amendment No. 5 to The Lincoln Electric Company Employee Savings
Plan (Effective November 1, 1994). The provisions of this Amendment shall be
effective as of July 1, 1997.

                                       I.

                  Article I of the Plan is hereby amended by inserting the
following new Subsection immediately following Section 1.1(28):

                  "(28A) ESOP Contributions: Amounts attributable to
         contributions, plus gains and losses thereon, which were held prior to
         July 1, 1997 in The Lincoln Electric Company Employee Stock Ownership
         Plan, a frozen profit sharing plan which was merged into the Plan
         effective July 1, 1997."

                                       II.

                  Clause (a) of Section 1.1(53) of the Plan is hereby amended to
read as follows:

                  "(a) is derived from his Before-Tax Contributions, Rollover
         Contributions, ESOP Contributions and Qualified Nonelective
         Contributions and"

                                      III.

                  Article III of the Plan is hereby amended by inserting the
following new Section at the end thereof:

                  "3.11 Transfers of Assets to this Plan from Other Plans. (1)
         The Trustee shall, at the direction of the Company, receive and
         thereafter hold all amounts which may be transferred to it from a trust
         held under another plan which meets the requirements of sections 401(a)
         and 501(a) of the Code and which is not subject to the funding
         standards of section 412 of the Code.

                  (2) An Employee who has ESOP Contributions transferred to the
         Trust Fund on his behalf and who is otherwise not a Member shall be
         deemed to be a Member on and after the date of such transfer for all
         purposes of the Plan other than Articles III and IV."



                                       IV.

                  The first sentence of Section 5.1(1) of the Plan is hereby
amended to read as follows:

         "The Trust Fund shall be divided into such Investment Funds as the
         Investment Committee shall from time to time determine, and all
         Before-Tax Contributions, Rollover Contributions, ESOP Contributions
         and Employer Contributions shall be invested therein as provided in
         Section 5.5."

                                       V.

                  The first sentence of Section 5.2 of the Plan is hereby
amended to read as follows:

                  "The Company shall establish and maintain, or cause to be
                  established and maintained, an Account for each Member, which
                  Account shall reflect, pursuant to Sub-Accounts established
                  and maintained thereunder, the amount, if any, of the Member's
                  (a) Before-Tax Contributions, (b) Rollover Contributions, (c)
                  ESOP Contributions, (d) Matching Employer Contributions, (e)
                  Qualified Nonelective Contributions, and (f) Profit Sharing
                  Contributions."

                                       VI.

                  The second sentence of Section 5.4(2) of the Plan is hereby
amended by inserting ", ESOP Contributions" immediately after the words
"Rollover Contributions".

                                      VII.

                  The first two sentences of Section 5.5 of the Plan (as amended
by Amendment No. 4) are hereby deleted and the following sentences are
substituted therefor:

         "Each Member may, pursuant to rules and procedures adopted by the
         Administrative Committee, direct that Before-Tax, Rollover, and
         Employer Contributions, other than Matching Employer Contributions,
         made by or for him shall be invested in any or all of the Investment
         Funds. Matching Employer Contributions shall be invested in the Company
         Non-Voting Stock Fund (or in such other Investment Fund as the
         Investment Committee shall designate for such purpose) and shall not be
         subject to the Members' investment directions. ESOP Contributions shall
         be invested in the Company Voting Stock Fund and the Company Non-Voting
         Stock Fund, as applicable, and shall not be subject to the Members'
         investment directions."

                                       2



                                      VIII.

                  The last sentence of Section 5.7(1) (as amended by Amendment
No. 4) of the Plan is hereby amended by (i) deleting the word "and" where it
appears before the word "fifth", and (ii) deleting the period at the end thereof
and substituting therefor the following:

         "; and sixth, to the extent necessary, against the Member's ESOP
         Contributions Sub-Account, if any."

                                      IX.

                  The first sentence of Section 6.7(1) of the Plan (as amended
by Amendment No. 4) is hereby amended by deleting the phrase "and Profit Sharing
Contributions Sub-Account" before the period at the end thereof and substituting
therefor the following:

         ", Profit Sharing Contributions Sub-Account and ESOP Contributions
         Sub-Account"

                  EXECUTED at Cleveland, Ohio, this 27th day of June, 1997.

                              THE LINCOLN ELECTRIC COMPANY

                              By /s/ H. Jay Elliot
                                 ---------------------------------------------
                              Title: Senior Vice President, Chief Financial
                                     Officer and Treasurer

                              And /s/ Frederick G. Stueber
                                  --------------------------------------------
                              Title: Senior Vice President, General
                                     Counsel and Secretary

                                       3