8-K

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): April 15, 2004

LINCOLN ELECTRIC HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

0-1402
(Commission File Number)

Ohio	34-1860551
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation)

22801 St Clair Avenue
Cleveland, Ohio 44117
(Address of principal executive offices, with zip code)

(216) 481-8100
(Registrant’s telephone number, including area code)

TABLE OF CONTENTS

	Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
	Item 12 Results of Operations and Financial Condition.
	SIGNATURES
INDEX TO EXHIBITS
Exhibit 99.1 Press Release

Item 7.		Financial Statements, Pro Forma Financial Information and Exhibits.
	(c)	Exhibits.
		99.1 Press Release of Lincoln Electric Holdings, Inc. dated April 15, 2004.
Item 12		Results of Operations and Financial Condition.
		On April 15, 2004, Lincoln Electric Holdings, Inc. issued a press release reporting its 2004 first quarter financial results. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference and also made available through the Company’s website at www.lincolnelectric.com. The information in this Current Report on Form 8-K, including the exhibit, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.

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.

	LINCOLN ELECTRIC HOLDINGS, INC
Date: April 15, 2004	By:	/s/ Vincent K. Petrella
		Vincent K. Petrella
		Vice President, Chief Financial
		Officer and Treasurer

LINCOLN ELECTRIC HOLDINGS, INC.

INDEX TO EXHIBITS

Exhibit Number	Description
99.1	Press Release of Lincoln Electric Holdings, Inc. dated April 15, 2004.

  EX-99.1 3 l06982aexv99w1.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 LINCOLN ELECTRIC REPORTS 2004 FIRST-QUARTER FINANCIAL RESULTS - - Record First Quarter sales - - 2004 First Quarter Diluted EPS 45 cents - - Net Income increases 50% on sales rise of 23% CLEVELAND, Ohio, U.S.A., April 15, 2004 -- Lincoln Electric Holdings, Inc. (Nasdaq: LECO) today reported strong net income and record sales for the 2004 first quarter. Net income increased 50% to $18.2 million for the 2004 first quarter, or 45 cents per diluted share, on sales of $306.5 million. This compares with $12.2 million in net income, or 29 cents per diluted share, on net sales of $249.2 million in the 2003 first quarter. The sales increase was 23% over 2003 first quarter and 13.8% over fourth quarter 2003. The 2003 first quarter included rationalization charges of approximately $1.3 million, net of tax, related to asset impairments and severance charges. Excluding the rationalization charges, 2003 first-quarter net income was $13.5 million, or 32 cents per diluted share. "The surge in U.S. sales and the double-digit sales growth in other global markets contributed to our strongest first quarter sales in the Company's history," said Anthony A. Massaro, Chairman and Chief Executive Officer. "We are clearly pleased with the results for the quarter, which were led by the rebound in the U.S. Demand remains high, both domestically and internationally, and we anticipate that the U.S. domestic industrial economy will continue to be strong. We expect to continue to maintain favorable year-over-year comparisons in the next quarter." The Company's U.S. operations net sales in the quarter increased 23% to $181.1 million, compared with $147.3 million in the prior year's quarter. Export sales rose 23.3% to $16.9 million, compared with $13.7 million in the same quarter last year. Non-U.S. net sales were $125.4 million in the quarter, compared with $101.9 million in the 2003 first quarter. In local currencies, non-U.S. net sales increased 10.7% Mr. Massaro stated: "Our global growth strategy continues to provide benefits to our employees, our distributors, our customers, and, of course, our shareholders." -more- LINCOLN ELECTRIC REPORTS 2004 FIRST-QUARTER FINANCIAL RESULTS -2- Cash flow from operations for the quarter was $11.9 million compared to $8.9 million in the prior year despite higher accounts receivable and inventory levels needed to satisfy higher sales demand. On April 15, 2004, the Company paid a quarterly cash dividend of 17 cents per share to holders of record March 31, 2004. As previously announced, the dividend was an increase of 6.25% over the previous dividend. The Company's dividend is now 42% higher than it was five years ago. The Company also announced today that the Annual Meeting of Shareholders of Lincoln Electric Holdings, Inc. is scheduled for 10:30 a.m., Thursday, April 29, 2004, at the Wellington Center, Highland Heights, Ohio. Lincoln Electric is the world leader in the design, development and manufacture of arc welding products, robotic arc-welding systems, plasma and oxyfuel cutting equipment. Headquartered in Cleveland, Ohio, Lincoln has operations, manufacturing alliances and joint ventures in 18 countries and a worldwide network of distributors and sales offices covering more than 160 countries. For more information about Lincoln Electric, its products and services, visit the Company's Web site at www.lincolnelectric.com. The Company's expectations and beliefs concerning the future contained in this news release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements reflect management's current expectations and involve a number of risks and uncertainties. Actual results may differ materially from such statements due to a variety of factors that could adversely affect the Company's operating results. The factors include, but are not limited to: the effectiveness of operating initiatives; currency exchange and interest rates; adverse outcome of pending or potential litigation; possible acquisitions; the strength of demand for the Company's products; the availability and pricing of key input commodities such as steel; and the possible effects of international terrorism and hostilities on the Company or its customers, suppliers and the economy in general. ### LINCOLN ELECTRIC HOLDINGS, INC. FINANCIAL HIGHLIGHTS (AMOUNTS IN MILLIONS, EXCEPT SHARE DATA) (UNAUDITED)

Three Months to March 31, CONSOLIDATED STATEMENT OF OPERATIONS 2004 2003 ------------- -------------- Net Sales $306.5 100.0% $249.2 100.0% Cost of Goods Sold 222.6 72.6% 181.8 72.9% ----------- ---------- Gross Profit 83.9 27.4% 67.4 27.1% SG&A Expenses 60.5 19.7% 50.5 20.3% Rationalization Charges -- 0.0% 1.7 0.7% ---------- ----------- Operating Income 23.4 7.6% 15.2 6.1% Interest Income 0.6 0.2% 0.6 0.2% Equity Earnings in Affiliates 0.9 0.3% 0.5 0.2% Other Income 0.4 0.1% 1.3 0.5% Interest Expense (1.7) (0.6%) (2.1) (0.8%) ----------- ------------- Income Before Income Taxes 23.6 7.7% 15.5 6.2% Income Taxes 5.4 1.7% 3.3 1.3% ----------- ------------- Net Income $18.2 6.0% $12.2 4.9% =========== ============= Basic and Diluted Earnings Per Share $0.45 $0.29 Rationalization Charges (1) -- 0.03 ----------- ------------- Basic and Diluted Earnings Per Share without Rationalization Charges (1) $0.45 $0.32 ===== ===== Weighted Average Shares (Basic) 40,714,968 41,911,538 Weighted Average Shares (Diluted) (2) 40,880,076 41,112,806

(1) Basic and diluted earnings per share without rationalization charges are presented as management believes this financial measure is important to investors to evaluate and compare the Company's financial performance from period to period. Management uses this information in assessing and evaluating the Company's underlying operating performance. (2) Diluted weighted average shares include the effect of employee stock options. LINCOLN ELECTRIC HOLDINGS, INC. FINANCIAL HIGHLIGHTS (AMOUNTS IN MILLIONS, EXCEPT PER SHARE DATA) (UNAUDITED)

March 31, December 31, SELECTED CONSOLIDATED BALANCE SHEET DATA 2004 2003 ------------- ---------------- Cash and Cash Equivalents $169.2 $170.5 Total Current Assets 589.6 555.4 Net Property, Plant and Equipment 280.0 282.3 Total Assets 963.0 928.9 Total Current Liabilities 229.8 213.1 Short-Term Debt 3.0 4.3 Long-Term Debt 169.0 169.0 Total Shareholders' Equity 490.9 478.5

Three Months to March 31, SELECTED CONSOLIDATED CASH FLOW DATA 2004 2003 ------------- ---------------- Cash Flow from Operations $11.9 $8.9 Capital Expenditures 8.8 7.0 Purchase (Issuance) of Common Shares for Treasury, net (3.4) 8.5 Decrease in Cash and Cash Equivalents (1.3) (13.1) Depreciation and Amortization 9.4 9.3 Dividends Paid 6.5 6.7 Cash Dividends Paid Per Share $0.16 $0.16

-----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

                                                                    Exhibit 99.1


                            LINCOLN ELECTRIC REPORTS
                               2004 FIRST-QUARTER
                                FINANCIAL RESULTS

- - Record First Quarter sales
- - 2004 First Quarter Diluted EPS 45 cents
- - Net Income increases 50% on sales rise of 23%


         CLEVELAND, Ohio, U.S.A., April 15, 2004 -- Lincoln Electric Holdings,
Inc. (Nasdaq: LECO) today reported strong net income and record sales for the
2004 first quarter. Net income increased 50% to $18.2 million for the 2004 first
quarter, or 45 cents per diluted share, on sales of $306.5 million. This
compares with $12.2 million in net income, or 29 cents per diluted share, on net
sales of $249.2 million in the 2003 first quarter. The sales increase was 23%
over 2003 first quarter and 13.8% over fourth quarter 2003.

         The 2003 first quarter included rationalization charges of
approximately $1.3 million, net of tax, related to asset impairments and
severance charges. Excluding the rationalization charges, 2003 first-quarter net
income was $13.5 million, or 32 cents per diluted share.

         "The surge in U.S. sales and the double-digit sales growth in other
global markets contributed to our strongest first quarter sales in the Company's
history," said Anthony A. Massaro, Chairman and Chief Executive Officer. "We are
clearly pleased with the results for the quarter, which were led by the rebound
in the U.S. Demand remains high, both domestically and internationally, and we
anticipate that the U.S. domestic industrial economy will continue to be strong.
We expect to continue to maintain favorable year-over-year comparisons in the
next quarter."

         The Company's U.S. operations net sales in the quarter increased 23% to
$181.1 million, compared with $147.3 million in the prior year's quarter. Export
sales rose 23.3% to $16.9 million, compared with $13.7 million in the same
quarter last year.

         Non-U.S. net sales were $125.4 million in the quarter, compared with
$101.9 million in the 2003 first quarter. In local currencies, non-U.S. net
sales increased 10.7%

         Mr. Massaro stated: "Our global growth strategy continues to provide
benefits to our employees, our distributors, our customers, and, of course, our
shareholders."

                                     -more-




LINCOLN ELECTRIC REPORTS 2004 FIRST-QUARTER FINANCIAL RESULTS       -2-

         Cash flow from operations for the quarter was $11.9 million compared to
$8.9 million in the prior year despite higher accounts receivable and inventory
levels needed to satisfy higher sales demand.

         On April 15, 2004, the Company paid a quarterly cash dividend of 17
cents per share to holders of record March 31, 2004. As previously announced,
the dividend was an increase of 6.25% over the previous dividend. The Company's
dividend is now 42% higher than it was five years ago.

         The Company also announced today that the Annual Meeting of
Shareholders of Lincoln Electric Holdings, Inc. is scheduled for 10:30 a.m.,
Thursday, April 29, 2004, at the Wellington Center, Highland Heights, Ohio.

         Lincoln Electric is the world leader in the design, development and
manufacture of arc welding products, robotic arc-welding systems, plasma and
oxyfuel cutting equipment. Headquartered in Cleveland, Ohio, Lincoln has
operations, manufacturing alliances and joint ventures in 18 countries and a
worldwide network of distributors and sales offices covering more than 160
countries. For more information about Lincoln Electric, its products and
services, visit the Company's Web site at www.lincolnelectric.com.

         The Company's expectations and beliefs concerning the future contained
in this news release are forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These statements reflect
management's current expectations and involve a number of risks and
uncertainties. Actual results may differ materially from such statements due to
a variety of factors that could adversely affect the Company's operating
results. The factors include, but are not limited to: the effectiveness of
operating initiatives; currency exchange and interest rates; adverse outcome of
pending or potential litigation; possible acquisitions; the strength of demand
for the Company's products; the availability and pricing of key input
commodities such as steel; and the possible effects of international terrorism
and hostilities on the Company or its customers, suppliers and the economy in
general.

                                       ###







     LINCOLN ELECTRIC HOLDINGS, INC.
     FINANCIAL HIGHLIGHTS
     (AMOUNTS IN MILLIONS, EXCEPT SHARE DATA)
     (UNAUDITED)




                                                                                     Three Months to March 31,
     CONSOLIDATED STATEMENT OF OPERATIONS                                      2004                       2003
                                                                           -------------              --------------

                                                                                                          
     Net Sales                                                                   $306.5    100.0%           $249.2    100.0%
     Cost of Goods Sold                                                           222.6     72.6%            181.8     72.9%
                                                                              -----------                 ----------
     Gross Profit                                                                  83.9     27.4%             67.4     27.1%
     SG&A Expenses                                                                 60.5     19.7%             50.5     20.3%

     Rationalization Charges                                                        --       0.0%              1.7      0.7%
                                                                              ----------                 -----------
     Operating Income                                                              23.4      7.6%             15.2      6.1%
     Interest Income                                                                0.6      0.2%              0.6      0.2%
     Equity Earnings in Affiliates                                                  0.9      0.3%              0.5      0.2%
     Other Income                                                                   0.4      0.1%              1.3      0.5%
     Interest Expense                                                              (1.7)    (0.6%)            (2.1)    (0.8%)
                                                                              -----------              -------------
     Income Before Income Taxes                                                    23.6      7.7%             15.5      6.2%
     Income Taxes                                                                   5.4      1.7%              3.3      1.3%
                                                                              -----------              -------------
     Net Income                                                                   $18.2      6.0%            $12.2      4.9%
                                                                              ===========              =============

     Basic and Diluted Earnings Per Share                                         $0.45                       $0.29
     Rationalization Charges (1)                                                   --                          0.03
                                                                              -----------              -------------
     Basic and Diluted Earnings Per Share without
        Rationalization Charges (1)                                               $0.45                       $0.32
                                                                                  =====                       =====
     Weighted Average Shares (Basic)                                         40,714,968                  41,911,538
     Weighted Average Shares (Diluted) (2)                                   40,880,076                  41,112,806




(1)      Basic and diluted earnings per share without rationalization charges
         are presented as management believes this financial measure is
         important to investors to evaluate and compare the Company's financial
         performance from period to period. Management uses this information in
         assessing and evaluating the Company's underlying operating
         performance.

(2)      Diluted weighted average shares include the effect of employee stock
         options.








     LINCOLN ELECTRIC HOLDINGS, INC.
     FINANCIAL HIGHLIGHTS
     (AMOUNTS IN MILLIONS, EXCEPT PER SHARE DATA)
     (UNAUDITED)






                                                                           March 31,                  December 31,
     SELECTED CONSOLIDATED BALANCE SHEET DATA                                 2004                        2003
                                                                          -------------              ----------------

                                                                                                    
     Cash and Cash Equivalents                                                $169.2                        $170.5
     Total Current Assets                                                      589.6                         555.4
     Net Property, Plant and Equipment                                         280.0                         282.3
     Total Assets                                                              963.0                         928.9

     Total Current Liabilities                                                 229.8                         213.1
     Short-Term Debt                                                             3.0                           4.3
     Long-Term Debt                                                            169.0                         169.0
     Total Shareholders' Equity                                                490.9                         478.5





                                                                                     Three Months to March 31,
     SELECTED CONSOLIDATED CASH FLOW DATA                                     2004                        2003
                                                                          -------------              ----------------

                                                                                                    
     Cash Flow from Operations                                                   $11.9                       $8.9
     Capital Expenditures                                                          8.8                        7.0
     Purchase (Issuance) of Common Shares for Treasury, net                       (3.4)                       8.5
     Decrease in Cash and Cash Equivalents                                        (1.3)                     (13.1)
     Depreciation and Amortization                                                 9.4                        9.3
     Dividends Paid                                                                6.5                        6.7


     Cash Dividends Paid Per Share                                               $0.16                      $0.16