8-K

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                       SECURITIES AND EXCHANGE COMMISSION
                                        
                             Washington, D.C. 20549
                                        
                                    FORM 8-K
                                        
                                 CURRENT REPORT
                                        
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
                                        
         Date of Report (Date of earliest event reported): May 19, 1998
                                        
                                        
                          THE LINCOLN ELECTRIC COMPANY
             (Exact name of registrant as specified in its charter)



            Ohio                      0-1402                34-0359955
(State or other jurisdiction    (Commission File No.)       (IRS Employer
      of incorporation)                                     Identification No.)


                 22801 St. Clair Avenue, Cleveland, OH 44117
            (Address of principal executive offices)   (Zip Code)
                                        
       Registrant's telephone number, including area code: (216) 481-8100
                                        
                                        
                                      N/A
         (Former name or former address, if changed since last report)
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Item 5.   Other Events.

          On May 19, 1998, The Lincoln Electric Company distributed the press
release that is incorporated herein by reference and being filed as an exhibit
to the report on this form.

Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits.

Exhibits
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99        Press Release of The Lincoln Electric Company dated May 19, 1998.








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                                   SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                  THE LINCOLN ELECTRIC COMPANY



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


Date: May 20, 1998





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                                 Exhibit Index


Exhibit        Description of Exhibit
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99             Press Release of The Lincoln Electric Company dated May 19, 1998.






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EX-99

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                                                                      EXHIBIT 99


                     [LINCOLN ELECTRIC COMPANY LETTERHEAD]



                            N E W S o R E L E A S E


      For Immediate Release         Contact: Roy L. Morrow (216) 383-4893



              LINCOLN ELECTRIC SHAREHOLDERS APPROVE REORGANIZATION
     -- LINCOLN E.V.P. JOHN M. STROPKI, JR., ELECTED TO BOARD OF DIRECTORS


     CLEVELAND, May 19, 1998 -- Shareholders of The Lincoln Electric Company
(Nasdaq: LECOA; LECO) today approved the reorganization of the Company into a
holding company with a single class of common stock. The action was taken at
the Company's 1998 Annual Meeting of Shareholders.

     The reorganization will have the effect of a two-for-one stock split. Each
of the Company's outstanding Common Shares (voting) and Class A Common Shares
(non-voting) will be converted into two common shares of a single class of
voting stock in Lincoln Electric Holdings, Inc., which will be the holding
company for all of Lincoln Electric's domestic and foreign investments.

     The record date for the share conversion is scheduled to be the close of
business on June 1, 1998. The holding company shares will begin trading on the
NASDAQ National Market on June 2, 1998, and new share certificates will be
distributed on or about June 15, 1998.

     Speaking at the Annual Meeting, Lincoln Chairman and Chief Executive
Officer Anthony A. Massaro said: "The reorganization approved today should have
far-reaching benefits for the Company in terms of continued growth and
increased shareholder value."

     Mr. Massaro also remarked about the Company's current strengths and growth
strategies as a global leader in the welding industry. "We are determined to
continue to build our global market position, as well as to extend our leading
market share in North America," he said. "Our globalization strategy, strong
exports and continued growth in international markets, combined with increased
volume in North America, are key to the future of Lincoln."

                                     -more-
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LINCOLN ELECTRIC SHAREHOLDERS APPROVE REORGANIZATION        -2-



     In addition to approval of the reorganization, Lincoln Electric
shareholders elected Company Executive Vice President John M. Stropki, Jr., to
the Board of Directors.

     Lincoln Electric is a world leader in the design and manufacture of arc
welding products and a producer of quality electric motors, robotic welding
systems and plasma and oxyfuel cutting equipment. Headquartered in Cleveland,
Lincoln has manufacturing operations in 14 countries and a worldwide network of
distributors and sales offices.


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