S-8

As filed with the Securities and Exchange Commission on                     , 2006

Registration No.                    

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under
The Securities Act of 1933

LINCOLN ELECTRIC HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

OHIO	34-1860551
(State or Other Jurisdiction	(I.R.S. Employer Identification No.)
of Incorporation or Organization)

22801 St. Clair Avenue
Cleveland, Ohio 44117-1199

(Address of Principal Executive Offices Including Zip Code)

The Lincoln Electric Company
Employee Savings Plan

(Full Title of the Plan)

Frederick G. Stueber, Esq.
Senior Vice President, General Counsel and Secretary
Lincoln Electric Holdings, Inc.
22801 St. Clair Avenue
Cleveland, Ohio 44117-1199
(Name and Address of Agent For Service)
(216) 481-8100
(Telephone Number, Including Area Code, of Agent For Service)

CALCULATION OF REGISTRATION FEE

Title of			Proposed Maxi-			Proposed Maxi-		Amount of
Securities to	Amount to be		mum Offering			mum Aggregate		Registration
be Registered	Registered (1)		Price Per Share (2)			Offering Price (2)		Fee
Common Shares without par value	$	290,495,048.55		100	%	$	290,495,048.55	$	31,082.97

(1)	Pursuant to Rule 416(i) of the Securities Act of 1933 (“Securities Act”), this Registration Statement also covers an indeterminate amount of interests to be offered pursuant to The Lincoln Electric Company Employee Savings Plan (“Plan”).
(2)	Estimated solely for calculating the amount of the registration fee.

Exhibit Index Appears on Page 7

TABLE OF CONTENTS

Part II
	Item 8. Exhibits
SIGNATURES
EXHIBIT INDEX
EX-4(R) AMEND #15 - EMPLOYEE SAVINGS PLAN
EX-4(S) AMEND #16 - EMPLOYEE SAVINGS PLAN
EX-4(T) AMEND #17 - EMPLOYEE SAVINGS PLAN
EX-4(U) AMEND #18 - EMPLOYEE SAVINGS PLAN
EX-5(B) APPLICANT LETTER FROM INTERNAL REVENUE SERVICE
EX-23 CONSENT OF INDEPENDENT AUDITORS
EX-24 POWER OF ATTORNEY

Part II

          Pursuant to General Instruction E to Form S-8, the contents of Registration Statement 33-64187 on Form S-8 as filed by The Lincoln Electric Company (predecessor to Lincoln Electric Holdings, Inc.) with the Securities and Exchange Commission (“SEC”) on November 13, 1995 and Post-Effective Amendment No. 1 to Registration Statement 33-64187 on Form S-8 as filed by Lincoln Electric Holdings, Inc. (“Registrant”) with the SEC on June 30, 1998 and Registration Statement No. 333-107144 filed by the Registrant with the SEC on July 17, 2003 are incorporated herein by reference.

Item 8. Exhibits

4	(a)	Restated Articles of Incorporation of the Registrant (filed as Annex B to the Registrant’s Registration Statement on Form S-4 of the Registration No. 333-50435, filed on April 17, 1998, and incorporated herein by reference and made a part hereof).
4	(b)	Amended Code of Regulations of the Registrant (filed as Exhibit 3(b) to the Registrant’s Quarterly Report on Form 10-Q for the three months ended March 31, 2000, SEC File No. 0-1402 and incorporated herein by reference and made a part hereof).
4	(c)	The Lincoln Electric Company Employee Savings Plan (filed as Exhibit 4(c) to Registrant’s Registration Statement on Form S-8, Registration No. 33-64187, filed on November 13, 1995, and incorporated herein by reference and made a part hereof).
4	(d)	Amendment No. 1 to the Plan (filed as Exhibit (4)(d) to the Registrant’s Registration Statement on Form S-8, Registration No. 333-107114, filed on July 17, 2003, and incorporated herein by reference and made a part hereof).
4	(e)	Amendment No. 2 to the Plan (filed as Exhibit (4)(e) to the Registrant’s Registration Statement on Form S-8, Registration No. 333-107114, filed on July 17, 2003, and incorporated herein by reference and made a part hereof).
4	(f)	Amendment No. 3 to the Plan (filed as Exhibit (4)(f) to the Registrant’s Registration Statement on Form S-8, Registration No. 333-107114, filed on July 17, 2003, and incorporated herein by reference and made a part hereof).
4	(g)	Amendment No. 4 to the Plan (filed as Exhibit (4)(g) to the Registrant’s Registration Statement on Form S-8, Registration No. 333-107114, filed on July 17, 2003, and incorporated herein by reference and made a part hereof).
4	(h)	Amendment No. 5 to the Plan (filed as Exhibit (4)(h) to the Registrant’s Registration Statement on Form S-8, Registration No. 333-107114, filed on July 17, 2003, and incorporated herein by reference and made a part hereof).
4	(i)	Amendment No. 6 to the Plan (filed as Exhibit (4)(i) to the Registrant’s Registration Statement on Form S-8, Registration No. 333-107114, filed on July 17, 2003, and incorporated herein by reference and made a part hereof).
4	(j)	Amendment No. 7 to the Plan (filed as Exhibit (4)(j) to the Registrant’s Registration Statement on Form S-8, Registration No. 333-107114, filed on July 17, 2003, and incorporated herein by reference and made a part hereof).
4	(k)	Amendment No. 8 to the Plan (filed as Exhibit (4)(k) to the Registrant’s Registration Statement on Form S-8, Registration No. 333-107114, filed on July 17, 2003, and incorporated herein by reference and made a part hereof).

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4	(l)	Amendment No. 9 to the Plan (filed as Exhibit (4)(l) to the Registrant’s Registration Statement on Form S-8, Registration No. 333-107114, filed on July 17, 2003, and incorporated herein by reference and made a part hereof).
4	(m)	Amendment No. 10 to the Plan (filed as Exhibit (4)(m) to the Registrant’s Registration Statement on Form S-8, Registration No. 333-107114, filed on July 17, 2003, and incorporated herein by reference and made a part hereof).
4	(n)	Amendment No. 11 to the Plan (filed as Exhibit (4)(n) to the Registrant’s Registration Statement on Form S-8, Registration No. 333-107114, filed on July 17, 2003, and incorporated herein by reference and made a part hereof).
4	(o)	Amendment No. 12 to the Plan (filed as Exhibit (4)(o) to the Registrant’s Registration Statement on Form S-8, Registration No. 333-107114, filed on July 17, 2003, and incorporated herein by reference and made a part hereof).
4	(p)	Amendment No. 13 to the Plan (filed as Exhibit (4)(p) to the Registrant’s Registration Statement on Form S-8, Registration No. 333-107114, filed on July 17, 2003, and incorporated herein by reference and made a part hereof).
4	(q)	Amendment No. 14 to the Plan (filed as Exhibit (4)(q) to the Registrant’s Registration Statement on Form S-8, Registration No. 333-107114, filed on July 17, 2003, and incorporated herein by reference and made a part hereof).
4	(r)	Amendment No. 15 to the Plan.
4	(s)	Amendment No. 16 to the Plan.
4	(t)	Amendment No. 17 to the Plan.
4	(u)	Amendment No. 18 to the Plan.
5	(a)	Internal Revenue Service Determination Letter dated March 22, 1996 relating to the Plan and Amendment Nos. 1 and 2 (filed as Exhibit 5 to the Registrant’s Registration Statement on Form S-8, Registration No. 333-107114, filed on July 17, 2003, and incorporated herein by reference and made a part hereof).
5	(b)	Internal Revenue Service Determination Letter dated October 1, 2003 relating to Amendments Nos. 3 through 15.
		Registrant undertakes to submit Amendment Nos. 16 through No. 18 and any subsequent amendments thereto to the Internal Revenue Service (“IRS”) in a timely manner and will make all changes required by the IRS in order to maintain the qualified status of the Plan.
23		Consent of Independent Auditors, Ernst & Young LLP.
24		Power of Attorney.

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SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Cleveland, State of Ohio, on February 24, 2006.

	LINCOLN ELECTRIC HOLDINGS, INC.
By:	/s/ Vincent K. Petrella
	Vincent K. Petrella, Senior Vice President, Chief Financial Officer and Treasurer

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     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on February 24, 2006.

Signature	Title
*	Chairman of the Board, President and Chief
John M. Stopki, Jr.	Executive Officer (principal executive officer)
/s/ Vincent K. Petrella	Senior Vice President, Chief Financial Officer and
Vincent K. Petrella	Treasurer (principal financial and accounting officer)
*	Director
Harold L. Adams
*	Director
Ranko Cucuz
*	Director
David H. Gunning
*	Director
Robert J. Knoll
*	Director
G. Russell Lincoln
*	Director
Kathryn Jo Lincoln
*	Director
Hellene S. Runtagh
*	Director
George H. Walls, Jr.

          * Vincent K. Petrella, the undersigned attorney-in-fact, by signing his name hereto, does
hereby sign and execute this Registration Statement on behalf of the above indicated officers and directors thereof (constituting a majority of the directors) pursuant to a power of attorney filed with the Securities and Exchange Commission.

February 24, 2006	By:	/s/ Vincent K. Petrella
		Vincent K. Petrella, Attorney-in-Fact

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SIGNATURES

          Pursuant to the requirements of the Securities Act, The Lincoln Electric Company Employee Savings Plan has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on this 24th day of February, 2006.

THE LINCOLN ELECTRIC COMPANY EMPLOYEE SAVINGS PLAN
By:	Lincoln Electric Holdings, Inc.,
	Plan Administrator

By:	/s/ Vincent K. Petrella
	Vincent K. Petrella,
	Senior Vice President, Chief Financial
	Officer and Treasurer

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EXHIBIT INDEX

4	(a)	Restated Articles of Incorporation of the Registrant (filed as Annex B to the Registrant’s Registration Statement on Form S-4 of the Registration No. 333-50435, filed on April 17, 1998, and incorporated herein by reference and made a part hereof).
4	(b)	Amended Code of Regulations of the Registrant (filed as Exhibit 3(b) to the Registrant’s Quarterly Report on Form 10-Q for the three months ended March 31, 2000, SEC File No. 0-1402 and incorporated herein by reference and made a part hereof).
4	(c)	The Lincoln Electric Company Employee Savings Plan (filed as Exhibit 4(c) to Registrant’s Registration Statement on Form S-8, Registration No. 33-64187, filed on November 15, 1995, and incorporated herein by reference and made a part hereof).
4	(d)	Amendment No. 1 to the Plan (filed as Exhibit (4)(d) to the Registrant’s Registration Statement on Form S-8, Registration No. 333-107114, filed on July 17, 2003, and incorporated herein by reference and made a part hereof).
4	(e)	Amendment No. 2 to the Plan (filed as Exhibit (4)(e) to the Registrant’s Registration Statement on Form S-8, Registration No. 333-107114, filed on July 17, 2003, and incorporated herein by reference and made a part hereof).
4	(f)	Amendment No. 3 to the Plan (filed as Exhibit (4)(f) to the Registrant’s Registration Statement on Form S-8, Registration No. 333-107114, filed on July 17, 2003, and incorporated herein by reference and made a part hereof).
4	(g)	Amendment No. 4 to the Plan (filed as Exhibit (4)(g) to the Registrant’s Registration Statement on Form S-8, Registration No. 333-107114, filed on July 17, 2003, and incorporated herein by reference and made a part hereof).
4	(h)	Amendment No. 5 to the Plan (filed as Exhibit (4)(h) to the Registrant’s Registration Statement on Form S-8, Registration No. 333-107114, filed on July 17, 2003, and incorporated herein by reference and made a part hereof).
4	(i)	Amendment No. 6 to the Plan (filed as Exhibit (4)(i) to the Registrant’s Registration Statement on Form S-8, Registration No. 333-107114, filed on July 17, 2003, and incorporated herein by reference and made a part hereof).
4	(j)	Amendment No. 7 to the Plan (filed as Exhibit (4)(j) to the Registrant’s Registration Statement on Form S-8, Registration No. 333-107114, filed on July 17, 2003, and incorporated herein by reference and made a part hereof).
4	(k)	Amendment No. 8 to the Plan (filed as Exhibit (4)(k) to the Registrant’s Registration Statement on Form S-8, Registration No. 333-107114, filed on July 17, 2003, and incorporated herein by reference and made a part hereof).
4	(l)	Amendment No. 9 to the Plan (filed as Exhibit (4)(l) to the Registrant’s Registration Statement on Form S-8, Registration No. 333-107114, filed on July 17, 2003, and incorporated herein by reference and made a part hereof).
4	(m)	Amendment No. 10 to the Plan (filed as Exhibit (4)(m) to the Registrant’s Registration Statement on Form S-8, Registration No. 333-107114, filed on July 17, 2003, and incorporated herein by reference and made a part hereof).

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4	(n)	Amendment No. 11 to the Plan (filed as Exhibit (4)(n) to the Registrant’s Registration Statement on Form S-8, Registration No. 333-107114, filed on July 17, 2003, and incorporated herein by reference and made a part hereof).
4	(o)	Amendment No. 12 to the Plan (filed as Exhibit (4)(o) to the Registrant’s Registration Statement on Form S-8, Registration No. 333-107114, filed on July 17, 2003, and incorporated herein by reference and made a part hereof).
4	(p)	Amendment No. 13 to the Plan (filed as Exhibit (4)(p) to the Registrant’s Registration Statement on Form S-8, Registration No. 333-107114, filed on July 17, 2003, and incorporated herein by reference and made a part hereof).
4	(q)	Amendment No. 14 to the Plan (filed as Exhibit (4)(q) to the Registrant’s Registration Statement on Form S-8, Registration No. 333-107114, filed on July 17, 2003, and incorporated herein by reference and made a part hereof).
4	(r)	Amendment No. 15 to the Plan.
4	(s)	Amendment No. 16 to the Plan.
4	(t)	Amendment No. 17 to the Plan.
4	(u)	Amendment No. 18 to the Plan.
5	(a)	Internal Revenue Service Determination Letter dated March 22, 1996 relating to the Plan and Amendment Nos. 1 and 2 (filed as Exhibit 5 to the Registrant’s Registration Statement on Form S-8, Registration No. 333-107114, filed on July 17, 2003, and incorporated herein by reference and made a part hereof).
5	(b)	Internal Revenue Service Determination Letter dated October 1, 2003 relating to Amendments Nos. 3 through 15.
		Registrant undertakes to submit Amendment Nos. 16 through 18 and any subsequent amendments thereto to the Internal Revenue Service (“IRS”) in a timely manner and will make all changes required by the IRS in order to maintain the qualified status of the Plan.
23		Consent of Independent Auditors, Ernst & Young LLP.
24		Power of Attorney.

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EX-4.R

Exhibit 4(r)

AMENDMENT NO. 15
TO
THE LINCOLN ELECTRIC COMPANY
EMPLOYEE SAVINGS PLAN
(Effective November 1, 1994)

          The Lincoln Electric Company, an Ohio corporation, hereby adopts this Amendment No. 15 to The Lincoln Electric Company Employee Savings Plan (Effective November 1, 1994) (the “Plan”).

I.

     Effective on and after January 1, 1995 and before January 1, 2002, Section 4.9(1) of the Plan is hereby amended in its entirety to read as follows:

          "(1) Notwithstanding the foregoing provisions of this Article IV, the maximum annual additions (as defined in Subsection (2) of this Section) to a Member’s account for any limitation year (which shall be the Plan Year) shall in no event exceed the lesser of (a) $30,000 (as adjusted pursuant to section 415(d) of the Code) or (b) 25% of his compensation for such Plan Year.”

          EXECUTED at Cleveland, Ohio this 9th day of October, 2003.

THE LINCOLN ELECTRIC COMPANY
By:	/s/ F. G. Stueber
Title:	Senior Vice President General Counsel and Secretary

EX-4.S

Exhibit 4(s)

AMENDMENT NO. 16
TO
THE LINCOLN ELECTRIC COMPANY
EMPLOYEE SAVINGS PLAN
(Effective November 1, 1994)

          The Lincoln Electric Company, an Ohio corporation, hereby adopts this Amendment No. 16 to The Lincoln Electric Company Employee Savings Plan (Effective November 1, 1994) (the “Plan”), effective as of October 28, 2003 unless otherwise set forth herein.

I.

          The last sentence of Section 1.1(28B) of the Plan (as amended by Amendment No. 13) is hereby amended to read as follows:

“Notwithstanding the foregoing, (a) FSP Compensation shall not include any amounts received from Harris Calorific, Inc., Lincoln Global, Inc. or Smart Force, LLC (or prior to January 1, 1999, the Harris Calorific Division or the Seal Seat Division of the Company) provided, however, that FSP Compensation shall include amounts received from Lincoln Global, Inc. by a Member who continues to be an FSP Participant after a transfer of employment from The Lincoln Electric Company, as provided in Section 2.4 of the Plan, and (b) FSP Compensation of an FSP Participant taken into account for any purpose for any Plan Year shall not exceed $200,000 (as adjusted for cost-of-living increases in accordance with section 401(a)(17)(B) of the Code).”

II.

          Effective January 1, 2004, the last sentence of Section 1.1(36) of the Plan (as added by Amendment No. 14) is hereby amended to read as follows:

“Notwithstanding any provision of the Plan to the contrary, on and after March 16, 2003 and prior to January 1, 2004, the Matching Employer Contribution Percentage to be applied against Before-Tax Contributions made on or after March 16, 2003 (other than Before-Tax Contributions attributable to Compensation earned prior to March 16, 2003) and prior to January 1, 2004 shall be zero (0) percent.”

III.

          Effective January 1, 2004, the last sentence of Section 4.1 of the Plan (as added by Amendment No. 13 and as amended by Amendment No. 14) is hereby amended to read as follows:

“Notwithstanding any provision of the Plan to the contrary, (i) no Matching Employer Contributions shall be made with respect to any Catch-Up Before-Tax Contributions (as defined in Section 3.12) and (ii) no Matching Employer Contributions shall be made with respect to any Before-Tax Contributions made on or after March 16, 2003 (other than Before-Tax Contributions attributable to Compensation earned prior to March 16, 2003) and prior to January 1, 2004.

IV.

          The second sentence of Section 4.3 of the Plan is hereby amended to read as follows:

“An Employee of the Employer for whom Before-Tax Contributions are made shall be entitled to receive an allocation of Matching Employer Contributions in accordance with the preceding sentence, unless such Before-Tax Contributions are made for any period while he was an Employee of Harris Calorific, Inc., Lincoln Global, Inc. or Smart Force, LLC (or prior to January 1, 1999, the Harris Calorific Division or Seal Seat Division of the Company), provided, however, that an Employee who transfers employment from The Lincoln Electric Company to the department of Lincoln Global, Inc. that manages licensing activities with third parties shall be entitled to receive an allocation of Matching Employer Contributions in accordance with the preceding sentence.”

V.

          Effective as of January 1, 2003, Section 6.6(2) of the Plan is hereby amended in its entirety to read as follows:

“(2) Distributions Pursuant to Section 401(a)(9) of the Code.

(a) Definitions. For the purposes of this Section 6.6(2), the following terms, when used with initial capital letters, shall have the following respective meanings:

(i)	Designated Beneficiary: The person who is designated as the Beneficiary as defined in Section 1.1(6) and is the designated beneficiary under section 401(a)(9) of the Code and section 1.401(a)(9)-1, Q&A-4, of the Treasury Regulations.
(ii)	Distribution Calendar Year: A calendar year for which a minimum distribution is required. For distributions beginning before the Member’s death, the first Distribution Calendar Year is the calendar year immediately preceding the calendar year which contains the Member’s Required Beginning Date. For distributions beginning after the Member’s death, the first Distribution Calendar Year is the calendar year in which distributions are required to begin under Section 6.6(2)(c). The required minimum distribution for the Member’s first Distribution Calendar Year will be made on or before the Member’s Required Beginning Date. The required minimum distribution for other Distribution Calendar Years, including the required minimum distribution for the Distribution Calendar Year in which the Member’s Required Beginning Date occurs, will be made on or before December 31 of that Distribution Calendar Year.
(iii)	Life Expectancy: Life expectancy as computed by use of the Single Life Table in section 1.401(a)(9)-9 of the Treasury Regulations.
(iv)	Member’s Account Balance: The Account balance as of the last Valuation Date in the calendar year immediately preceding the Distribution Calendar Year (the “Valuation Calendar Year”) increased by the amount of any contributions made and allocated or forfeitures allocated to the Account balance as of dates in the Valuation Calendar Year after the Valuation Date and decreased by distributions made in the Valuation Calendar Year after the Valuation Date. The Account balance for the Valuation Calendar Year includes any amounts rolled over or transferred to the Plan either in the Valuation Calendar Year or in the Distribution Calendar Year if distributed or transferred in the Valuation Calendar Year.

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(v) Required Beginning Date: The applicable date specified in Section 6.6(2)(c) below.

(b)

General Rules. Notwithstanding any provision of the Plan to the contrary, all distributions under the Plan shall be made in accordance with this Section and the Treasury Regulations issued under section 401(a)(9) of the Code, provided that this Section and such Regulations shall override the other distribution provisions of the Plan only to the extent required by the provisions of section 401(a)(9) of the Code and such Regulations.

(c)

Time of Distribution. (i) The Member’s entire Vested Interest will be distributed, or begin to be distributed, to the Member no later than the Member’s Required Beginning Date. Except as described in (ii) below, the Required Beginning Date of a Member who is a 5% owner (as defined in Section 416 of the Code) shall be the April 1 of the calendar year following the calendar year he attains age 701/2 and the Required Beginning Date of any other Member shall be the April 1 of the calendar year following the later of (A) the calendar year he terminates employment or (B) the calendar year he attains age 701/2.

(ii) If the Member dies before distributions begin, the Member’s entire Vested Interest will be distributed, or begin to be distributed, no later than as follows:

(A)	If the Member’s surviving Spouse is the Member’s sole Designated Beneficiary, then, unless the election described in (iv) below is made, distributions to the surviving Spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Member died, or by December 31 of the calendar year in which the Member would have attained age 701/2, if later.
(B)	If the Member’s surviving Spouse is not the Member’s sole Designated Beneficiary, then, unless the election described in (iv) below is made, distributions to the Designated Beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Member died.
(C)	If there is no Designated Beneficiary as of September 30 of the year following the year of the Member’s death, the Member’s entire Vested Interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Member’s death.
(D)	If the Member’s surviving Spouse is the Member’s sole Designated Beneficiary and the surviving Spouse dies after the Member but before distributions to the surviving Spouse begin, this Section 6.6(2)(c)(ii), other than subparagraph (A), will apply as if the surviving Spouse were the Member.

(iii) For purposes of this Section 6.6(2), unless subparagraph (D) of Section 6.6(2)(c)(ii) applies, distributions are considered to begin on the Member’s Required Beginning Date. If subparagraph (D) of Section 6.6(2)(c)(ii) applies, distributions are considered to begin on the date distributions are required to begin to the surviving Spouse under subparagraph (A) of Section 6.6(2)(c)(ii).

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(iv) Notwithstanding the foregoing, if a Member dies before distributions begin and there is a Designated Beneficiary, distribution to the Designated Beneficiary is not required to begin by the Required Beginning Date specified above if the Member or the Beneficiary elects, on an individual basis, that the Member’s entire Vested Interest will be distributed to the Designated Beneficiary by December 31 of the calendar year containing the fifth anniversary of the Member’s death; provided, however, that if the Member’s surviving Spouse is the Member’s sole Designated Beneficiary and the surviving Spouse dies after the Member but before distributions to either the Member of the surviving Spouse begin, this election will apply as if the surviving Spouse were the Member. The election provided in this Section 6.6(2)(c)(iv) must be made no later than the earlier of September 30 of the calendar year in which distribution would be required to begin, or by September 30 of the calendar year which contains the fifth anniversary of the Member’s (or, if applicable, surviving Spouse’s) death.

(d) Required Minimum Distributions During Member’s Lifetime. (i) During the Member’s lifetime, the minimum amount that will be distributed for each Distribution Calendar Year is the lesser of:

(A)

the quotient obtained by dividing the Member’s Account balance by the distribution period in the Uniform Lifetime Table set forth in section 1.401(a)(9)-9 of the Treasury Regulations, using the Member’s age as of the Member’s birthday in the Distribution Calendar Year; or

(B)

if the Member’s sole Designated Beneficiary for the Distribution Calendar Year is the Member’s Spouse, the quotient obtained by dividing the Member’s Account balance by the number in the Joint and Last Survivor Table set forth in section 1.401(a)(9)-9 of the Treasury Regulations, using the Member’s and Spouse’s attained ages as of the Member’s and Spouse’s birthdays in the Distribution Calendar Year.

(ii) Required minimum distributions will be determined under this Section 6.6(2)(d) beginning with the first Distribution Calendar Year and up to and including the Distribution Calendar Year that includes the Member’s date of death.

(e) Required Minimum Distributions After Member’s Death.

(i) Death on or after date distributions begin:

(A) If the Member dies on or after the date distributions begin and there is a Designated Beneficiary, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Member’s death is the quotient obtained by dividing the Member’s Account balance by the longer of the remaining Life Expectancy of the Member or the remaining Life Expectancy of the Member’s Designated Beneficiary, determined as follows:

(I)	The Member’s remaining Life Expectancy is calculated using the age of the Member in the year of death, reduced by one for each subsequent year.
(II)	If the Member’s surviving Spouse is the Member’s sole Designated Beneficiary, the remaining Life Expectancy of the surviving Spouse is calculated for each Distribution Calendar Year after the year of the Member’s death using the surviving Spouse’s age as of the Spouse’s birthday in that year. For

4

	Distribution Calendar Years after the year of the surviving Spouse’s death, the remaining Life Expectancy of the surviving Spouse is calculated using the age of the surviving Spouse as of the Spouse’s birthday in the calendar year of the Spouse’s death, reduced by one for each subsequent calendar year.
(III)	If the Member’s surviving Spouse is not the Member’s sole Designated Beneficiary, the Designated Beneficiary’s remaining Life Expectancy is calculated using the age of the Beneficiary in the year following the year of the Member’s death, reduced by one for each subsequent year.

(B) If the Member dies on or after the date distributions begin and there is no Designated Beneficiary as of September 30 of the year after the year of the Member’s death, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Member’s death is the quotient obtained by dividing the Member’s Account balance by the Member’s remaining Life Expectancy calculated using the age of the Member in the year of death, reduced by one for each subsequent year.

(ii) Death before date distributions begin:

(A)	If the Member dies before the date distributions begin and there is a Designated Beneficiary, then, unless the election described in Section 6.6(2)(c)(iv) above is made, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Member’s death is the quotient obtained by dividing the Member’s Account balance by the remaining Life Expectancy of the Member’s Designated Beneficiary, determined as provided in Section 6.6(2)(e)(i).
(B)	If the Member dies before the date distributions begin and there is no Designated Beneficiary as of September 30 of the year following the year of the Member’s death, distribution of the Member’s entire Vested Interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Member’s death.
(C)	If the Member dies before the date distributions begin, the Member’s surviving Spouse is the Member’s sole Designated Beneficiary, and the surviving Spouse dies before distributions are required to begin to the surviving Spouse under Section 6.6(2)(c)(ii), this Section 6.6(2)(e)(ii) will apply as if the surviving Spouse were the Member.”

VI.

     Exhibit A to the Plan is hereby amended in its entirety to read as follows:

“EXHIBIT A
Participating Employers
as of October 28, 2003

The Lincoln Electric Company
Harris Calorific, Inc.
Lincoln Global, Inc.
WCT&A, LLC
Smart Force, LLC”.

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EXECUTED at Cleveland, Ohio this 30^th day of December, 2003.

THE LINCOLN ELECTRIC COMPANY
By:	/s/ G. A. Farrell
Title: VP, Human Resources

6

EX-4.T

Exhibit 4(t)

AMENDMENT NO. 17
TO
THE LINCOLN ELECTRIC COMPANY
EMPLOYEE SAVINGS PLAN
(Effective November 1, 1994)

          The Lincoln Electric Company, an Ohio corporation, hereby adopts this Amendment No. 17 to The Lincoln Electric Company Employee Savings Plan (Effective November 1, 1994) (the “Plan”), effective as of February 1, 2004.

I.

          The first sentence of Section 4.1 of the Plan is hereby amended to read as follows:

“Subject to the provisions of the Plan and Trust Agreement, each Employer may, in its discretion, contribute to the Trust on account of each Plan Year an amount (the “Matching Employer Contributions”) equal to the Matching Employer Contribution Percentage multiplied by the Before-Tax Contributions (not in excess of 6% of Compensation or such other percentage specified by the Company before the beginning of the Plan Year; provided, however, that for purposes of this sentence Compensation shall not include any amounts payable in February of 2004 pursuant to the Lincoln Electric Holdings, Inc. Management Incentive Program) made during such Plan Year pursuant to Section 3.1 for its Employees who are entitled to participate in the Employer’s Matching Employer Contributions for such Year pursuant to section 4.3.”

II.

          The last sentence of Section 4.1 of the Plan (as amended by Amendment No. 16) is hereby amended to read as follows:

“Notwithstanding any provision of the Plan to the contrary, (i) no Matching Employer Contributions shall be made with respect to any Catch-Up Before-Tax Contributions (as defined in Section 3.12), (ii) no Matching Employer Contributions shall be made with respect to any Before-Tax Contributions made on or after March 16, 2003 (other than Before-Tax Contributions attributable to Compensation earned prior to March 16, 2003) and prior to January 1, 2004 and (iii) no Matching Employer Contributions shall be made with respect to any Before-Tax Contributions that are attributable to Compensation payable in February 2004 under the Lincoln Electric Holdings, Inc. Management Incentive Program.”

III.

          The first sentence of Section 4.3 of the Plan is hereby amended to read as follows:

“Each Employer’s Matching Employer Contributions made for a Plan Year shall, subject to the provisions of Sections 3.5(3), 3.6(5) and 3.7(3), be allocated and credited to the Account of each

Employee of the Employer who is entitled to receive a Matching Employer Contribution and for whom Before-Tax Contributions were made during such Plan Year, with each such Employee being credited with a portion of such Employer’s Matching Employer Contribution equal to the Matching Employer Contribution Percentage of the Before-Tax Contributions (not in excess of 6% of Compensation or such other percentage specified by the Company before the beginning of the Plan Year; provided, however, that for purposes of this sentence Compensation shall not include any amounts payable in February of 2004 under the Lincoln Electric Holdings, Inc. Management Incentive Program) made for him pursuant to Section 3.1.”

EXECUTED at Cleveland, Ohio this 1^st day of February, 2004.

THE LINCOLN ELECTRIC COMPANY
By:	/s/ G. A. Farrell
Title: Vice President, Human Resources

2 

EX-4.U

Exhibit 4(u)

AMENDMENT NO. 18
TO
THE LINCOLN ELECTRIC COMPANY
EMPLOYEE SAVINGS PLAN
(Effective November 1, 1994)

          The Lincoln Electric Company, an Ohio corporation, hereby adopts this Amendment No. 18 to The Lincoln Electric Company Employee Savings Plan (Effective November 1, 1994) (the “Plan”), effective as of January 31, 2005 unless otherwise provided herein.

I.

          Section 1.1(27) of the Plan is hereby amended in its entirety to read as follows:

     “(27) Enrollment Date: November 16, 1994, and (a) with respect to elections to reduce Base Compensation, the first day of each January, April, July and October thereafter, (b) with respect to elections to reduce Bonus Compensation payable in December of a calendar year, the Wednesday immediately preceding each Thanksgiving Day after 1994, and (c) with respect to any other Bonus Compensation payable at any other time during a calendar year, the date designated by the Administrative Committee, provided that such date is no later than the day before the date that such Bonus Compensation is determined.”

II.

          Section 2.2(1)(c) of the Plan is hereby amended in its entirety to read as follows:

“(c) his authorization to his Employer to withhold from his Base Compensation for each pay period and/or from his Bonus Compensation, commencing on or after such effective date, any designated Before-Tax Contributions and to pay the same to the Trust, and”

III.

          The last sentence of Section 3.3 of the Plan is hereby amended in its entirety to read as follows:

“For each payment of Bonus Compensation, a Member shall make an election with respect to the percentage, or amount, if any, of each such payment to be made as Before-Tax Contributions effective as of the applicable Enrollment Date, upon such prior written notice filed with the Administrative Committee, and on such form as the Committee may require.”

IV.

          Effective as of March 28, 2005, Section 6.3(4) of the Plan is hereby amended by deleting “$5,000” where it appears therein and substituting therefor “$1,000”.

EXECUTED at Cleveland, Ohio this 31^st day of January, 2005.

THE LINCOLN ELECTRIC COMPANY
By:	/s/ G. A. Farrell
	Title:

 2

EX-5.B

Exhibit 5(b)

INTERNAL REVENUE SERVICE	DEPARTMENT OF THE TREASURY
P.O. BOX 2508
CINCINNATI, OH 45201
	Employer Identification Number: 34-0359955
Date: October 1, 2003
	DLN: 17007079012032
LINCOLN ELECTRIC COMPANY
c/o KATHLEEN HOHLER	Person to Contact:
JONES DAY REAVIS & POGUE	WILLIAM WILLIAMS                    ID#: 11003
NORTH POINT 901 LAKESIDE AVE.          Contact Telephone Number: (877) 829-5500
CLEVELAND, OH 44114-0000
	Plan Name:
	THE LINCOLN ELECTRIC COMPANY
	SAVINGS PLAN
	Plan Number: 005

Dear Applicant:

     We have made a favorable determination on the plan identified above based on the information you have supplied. Please keep this letter, the application forms submitted to request this letter and all correspondence with the Internal Revenue Service regarding your application for a determination letter in your permanent records. You must retain this information to preserve your reliance on this letter.

     Continued qualification of the plan under its present form will depend on its effect in operation. See section 1.401-1(b)(3) of the Income Tax Regulations. We will review the status of the plan in operation periodically.

     The enclosed Publication 794 explains the significance and the scope of this favorable determination letter based on the determination requests selected on your application forms. Publication 794 describes the information that must be retained to have reliance on this favorable determination letter. The publication also provide examples of the effect of a plan’s operation on its qualified status and discusses the reporting requirements for qualified plans. Please read Publication 794.

     This letter relates only to the status of your plan under the Internal Revenue Code. It is not a determination regarding the effect of other federal or local statutes.

     This determination is subject to your adoption of the proposed amendments submitted in your letter dated September 8, 2003. The proposed amendments should be adopted on or before the date prescribed by the regulations under Code section 401(b).

     This plan satisfies the requirements of Code section 4975(e)(7).

     This letter considers the changes in qualification requirements made by the Uruguay Round Agreements Act, Pub. L. 103-465, the Small Business Job Protection Act of 1996, Pub. L. 104-188, the Uniformed Services Employment and Reemployment Rights Act of 1994, Pub. L. 103-353, the Taxpayer Relief Act of 1997, Pub. L. 105-34, the Internal Revenue Service Restructuring and Reform Act of 1998, Pub. L. 105-206, and the Community Renewal Tax Relief Act of 2000, Pub. L. 106-554.

     This letter may not be relied on with respect to whether the plan satisfies the requirements of section 401(a) of the Code, as amended by the Economic Growth and Tax Relief Reconciliation Act of 2001, Pub. L. 107-16.

     The requirement for employee benefits plans to file summary plan descriptions (SPD) with the U.S. Department of Labor was eliminated effective August 5, 1997. For more details, call 1-800-998-7542 for a free copy of the SPD card.

     The information on the enclosed addendum is an integral part of this determination. Please be sure to read and keep it with this letter.

     We have sent a copy of this letter to your representative as indicated in the power of attorney.

     If you have questions concerning this matter, please contact the person whose name and telephone number are shown above.

Sincerely yours,

/s/ Paul T. Shultz

Paul T. Shultz
Director,
Employee Plans Rulings & Agreements

Enclosures:
Publication 794
Addendum

2

     This determination also applies to the amendments adopted: June 19, 1995, September 27, 1995, December 31, 1996, June 27, 1997, October 31, 1997, June 11, 1998, December 29, 1998, December 31, 1998, December 23, 1999, December 4, 2000, December 20, 2001, December 31, 2002, and March 11, 2003.

     This determination letter supersedes our earlier letter dated September 18, 2003.

     This determination letter acknowledges receipt of the provisions intended to satisfy the requirements of section 401(a) of the Code, as amended by the Economic Growth and Tax Relief Reconciliation Act of 2001, Pub. L. 107-16.

3

EX-23

Exhibit 23

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to The Lincoln Electric Company Employee Savings Plan of our reports (a) dated February 16, 2006, with respect to the consolidated financial statements and schedule of Lincoln Electric Holdings, Inc. and subsidiaries as of and for the year ended December 31, 2005, Lincoln Electric Holdings, Inc. and subsidiaries management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of Lincoln Electric Holdings, Inc. and subsidiaries as of December 31, 2005 included in its Annual Report (Form 10-K) and (b) dated June 3, 2005, with respect to the financial statements and schedule of The Lincoln Electric Company Employee Savings Plan included in the Plan’s Annual Report (Form 11-K) for the year ended December 31, 2004, in each case filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Cleveland, Ohio
February 23, 2006

EX-24

Exhibit 24

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of Lincoln Electric Holdings, Inc., an Ohio corporation (“Registrant”), hereby constitutes and appoints Vincent K. Petrella and Frederick G. Stueber and each of them, as true and lawful attorney or attorneys-in-fact for the undersigned, for him or her and in his or her name, place and stead, to sign on his or her behalf as an officer or director of the Registrant a Registration Statement or Registration Statements on Form S-8 pursuant to the Securities Act of 1933 concerning certain Common Shares of the Company to be offered in connection with the Registrant’s Employee Savings Plan, and to sign any and all amendments or post-effective amendments to such Registration Statement(s), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission or any state regulatory authority, granting unto said attorney or attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorney or attorneys-in-fact or any of them or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

     This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original with respect to the person executing it.

     IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of the 24th day of February, 2006.

/s/ John M. Stopki, Jr.	/s/ Robert J. Knoll
John M. Stopki, Jr.	Robert J. Knoll
Chairman of the Board, President and Chief Executive Officer (principal executive officer)	Director
	/s/ G. Russell Lincoln
Vincent K. Petrella	G. Russell Lincoln
Senior Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer)	Director
/s/ Harold L. Adams	/s/ Kathryn Jo Lincoln
Harold L. Adams	Kathryn Jo Lincoln
Director	Director
/s/ Ranko Cucuz	/s/ Hellene S. Runtagh
Ranko Cucuz	Hellene S. Runtagh
Director	Director
/s/ David H. Gunning	/s/ George H. Walls, Jr.
David H. Gunning	George H. Walls, Jr.
Director	Director