8-K

UNITED STATES
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): October 12, 2004

LINCOLN ELECTRIC HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

0-1402
(Commission File Number)

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

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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01 Entry into a Material Definitive Agreement.
	Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
	Item 7.01 Regulation FD Disclosure.
	Item 9.01 Financial Statements and Exhibits
	SIGNATURES
INDEX TO EXHIBITS
EX-10.1 Re: Employment and Benefits
EX-10.2 Retirement Letter
EX-99.1 Press Release

Item 1.01

Entry into a Material Definitive Agreement.

On October 12, 2004, John M. Stropki, Jr., President and Chief Executive Officer of Lincoln Electric Holdings, Inc. (the “Company”), and the Company entered into a letter agreement modifying the terms of Mr. Stropki’s employment and benefits entitlement. Under the terms of the letter agreement, Mr. Stropki will continue to participate in The Lincoln Electric Company Supplemental Executive Retirement Plan (the “SERP”) under the same terms and conditions that existed prior to Mr. Stropki’s appointment as Chief Executive Officer, effective as of June 3, 2004, except that, effective October 12, 2004, Mr. Stropki’s annual benefit limit under the SERP will be increased from $300,000 to $500,000. A copy of the letter agreement is filed as Exhibit 10.1 to this report and incorporated herein by reference.

Item 5.02			Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
	(b	)	On October 13, 2004, the Company announced the resignation of Anthony A. Massaro as a Director and his retirement as an employee (effective October 30, 2004). A copy of the Company’s press release announcing Mr. Massaro’s retirement is filed as Exhibit 99.1 to this report and incorporated herein by reference.
	(c	)	On October 13, 2004, the Company announced the election by the Board of Directors of the Company of John M. Stropki, Jr. as Chairman of the Board of Directors of the Company, effective immediately, to serve at the pleasure of the Board of Directors of the Company.
			Mr. Stropki has been President and Chief Executive Officer of the Company since June 3, 2004 and a Director of the Company since 1998. Mr. Stropki was formerly Executive Vice President and Chief Operating Officer of the Company, positions to which he was elected in May 2003. From May 1996 to May 2003, he was Executive Vice President of the Company and President, North America. Mr. Stropki is 53 years old.

The Company entered into a severance agreement with Mr. Stropki in 1998 designed generally to ensure continued management in the event of a change in control of the Company. Mr. Stropki’s severance agreement was further modified in March 2000. The agreement provides that following a change in control, a three-year severance period commences. If the Company were to terminate Mr. Stropki’s employment for reasons relating to changed circumstances, then the amounts and benefits he would be entitled to receive include (i) a lump-sum payment equal to the amount of base and incentive pay that would have been paid to him for the greater of one year or the remainder of the severance period; (ii) long-term incentive awards granted prior the change in control; (iii) continuation of medical insurance, life insurance, and other welfare benefits for the greater of one year or the remainder of the severance period, subject to reduction for comparable welfare benefits received in any subsequent employment; and (iv) enhanced service credit and age under the SERP of three years and immediate vesting under the SERP. Under the agreement, Mr. Stropki would be entitled to receive an additional payment, net of taxes, to compensate for the excise tax imposed on these and other payments if they are determined to be excess parachute payments under the Internal Revenue Code.

In June 2004, in consideration of continued employment by The Lincoln Electric Company and service as an officer of the Company, Mr. Stropki entered into an Executive Management Employee Agreement containing certain confidentiality, non-solicitation and non-competition provisions. Under the terms of the agreement, during the term of his employment and for a period of two years thereafter, Mr. Stropki may not directly or indirectly engage in activities that are competitive with the Company’s business.

A copy of the Company’s press release announcing the election of Mr. Stropki as Chairman of the Board of Directors of the Company is filed as Exhibit 99.1 to this report and incorporated herein by reference.

Item 7.01

Regulation FD Disclosure

As noted above in Item 5.02(b), on October 13, 2004, Anthony A. Massaro gave notice to the Company of his retirement, effective as of October 30, 2004. Mr. Massaro’s retirement will be treated as a termination of employment for “Good Reason,” as such term is defined in his employment agreement dated June 23, 2003, which was filed as Exhibit 10(q) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003. With respect to the foregoing termination, the Company expects to incur a charge in the fourth quarter of fiscal 2004 of approximately $3.0 million pre-tax (or $1.8 million after tax), which reflects accruals for base pay and bonus payments provided for in his employment agreement, as well as pension settlement provisions. The foregoing estimate is based on a number of factors that are variable and subject to change upon further review, including actual versus projected performance, actuarial assumptions and interest rate calculations. A copy of Mr. Massaro’s retirement letter is furnished as Exhibit 10.2 to this report.

Item 9.01			Financial Statements and Exhibits
	(c	)	Exhibits

10.1	Letter Agreement dated October 12, 2004 between John M. Stropki, Jr. and the Company.
10.2	Retirement Letter dated October 13, 2004 from Anthony A. Massaro to the Company.
99.1	Company press release dated October 13, 2004 announcing the retirement of Anthony A. Massaro and his resignation as a Director of the Company and the election of John M. Stropki, Jr. as Chairman of the Board of Directors of the Company.

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: October 18, 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
10.1	Letter Agreement dated October 12, 2004 between John M. Stropki, Jr. and the Company.
10.2	Retirement Letter dated October 13, 2004 from Anthony A. Massaro to the Company.
99.1	Company press release dated October 13, 2004 announcing the retirement of Anthony A. Massaro and his resignation as a Director of the Company and the election of John M. Stropki, Jr. as Chairman of the Board of Directors of the Company.

EX-10.1

                                                                    Exhibit 10.1





October 12, 2004


Mr. John M. Stropki, Jr.
32620 Shadowbrook Drive
Solon, Ohio  44139

                           RE: Employment and Benefits
                               -----------------------

Dear John:

This letter sets forth certain modifications to your terms of employment and
benefit entitlements, related to your recent appointment as Chief Executive
Officer of Lincoln Electric Holdings, Inc. (the "Company"). All other terms and
conditions of your employment with the Company, not otherwise addressed in this
letter, shall be determined by the Company, through its Compensation and
Executive Development Committee, in accordance with normal practice.

You will continue to participate in The Lincoln Electric Company Supplemental
Executive Retirement Plan (the "SERP"), under the same terms that existed prior
to your appointment as Chief Executive Officer; provided, however, that the
annual benefit limit under the SERP, as it relates to you, will be set at
$500,000. Except as otherwise modified in this paragraph, the terms of the SERP
will govern your benefits under the SERP.

                                           Very truly yours,



                                           /s/ H. S. Runtagh
                                           -------------------------------
                                           Hellene S. Runtagh
                                           Chairperson, Compensation and
                                           Executive Development Committee

ACCEPTED:


/s/ John Stropki
- ------------------------
John M. Stropki, Jr.


October 12, 2004

EX-10.2

                                                                    Exhibit 10.2





                             PERSONAL & CONFIDENTIAL

October 13, 2004
                                                              Anthony A. Massaro
                                                                  Chairman

Hellene S. Runtagh                              Harold L. Adams
Chair, Compensation & Executive                 Chair, Nominating & Corporate
   Development Committee                        Governance Committee
Board of Directors                              Board of Directors
Lincoln Electric Holdings, Inc.                 Lincoln Electric Holdings, Inc.
22801 St. Clair Avenue                          22801 St. Clair Avenue
Cleveland, Ohio  44117                          Cleveland, Ohio  44117

                         RE: TERMINATION FOR GOOD REASON

Dear Hellene and Harold:

With the Board's election of John M. Stropki as Chairman of the Board of
Directors of Lincoln Electric Holdings, Inc. (the "Company") on October 13,
2004, I hereby provide notice that I am resigning from the Board of Directors,
effective immediately. This resignation is consistent with Board's policy that
"individual employee Directors who change the responsibility they held when
they were elected to the Board should volunteer to resign from the Board."

In addition, as a result of the election of Mr. Stropki as Chairman, I hereby
provide notice that I will be terminating my employment with the Company for
Good Reason, as that term is defined in my Employment and Benefits letter
agreement, dated June 23, 2003, between the Company and myself (my "Agreement").
All of the terms of my Agreement, relative to a termination for Good Reason,
shall apply. The effective date of my termination will be October 30, 2004 and
my retirement date, under normal Company policy, will be October 31, 2004.


                                                     Very truly yours,


                                                     /s/ Anthony A. Massaro
                                                     -----------------------
                                                     Anthony A. Massaro
         ACCEPTED:


         /s/ H. S. Runtagh                      /s/ Harold L. Adams
         ------------------------                    ------------------------
         Hellene S. Runtagh                          Harold L. Adams


         October 13, 2004                            October 13, 2004

EX-99.1

                                                                    Exhibit 99.1

FOR IMMEDIATE RELEASE                   Contact:  Roy L. Morrow  (216) 383-4893
                                           Roy_Morrow@lincolnelectric.com
                                           ------------------------------

                       JOHN M. STROPKI ELECTED CHAIRMAN OF
                  LINCOLN ELECTRIC; SUCCEEDS ANTHONY A. MASSARO

         CLEVELAND, OHIO, U.S.A., Oct. 13, 2004 - Lincoln Electric Holdings,
Inc. (Nasdaq: LECO) announced today that its Board of Directors has elected John
M. Stropki as Chairman of the Board. Mr. Stropki, named President and Chief
Executive Officer in June, succeeds Anthony A. Massaro. Mr. Massaro will be
retiring at the end of the month after more than eleven years with the Company.
In keeping with Company policy, Mr. Massaro is also retiring from the Company's
Board. "We are very pleased to name John as Chairman," said Harold Adams, a
Lincoln director who chairs the Board's Nominating and Corporate Governance
Committee. "John is only the seventh chairman to be named in the history of this
great Company. His field and management experience, his energy and his
commitment to the Company will serve Lincoln well as we expand our leadership
position around the world."

         Mr. Stropki began his Lincoln career 35 years ago, working in the
Company's Cleveland factory while he was an engineering student at Purdue
University. He joined the Company after graduation as a sales trainee and rose
through the sales organization. He was named Executive Vice President and
President, North America in 1996, and was elected to the Board of Directors in
1998. He served as Chief Operating Officer, responsible for Lincoln's North
America, Latin America, Europe and Russia, Africa and the Middle East
subsidiaries, from May 2003 to June 2004.

         Mr. Stropki earned a bachelor's degree in industrial engineering from
Purdue and also has an MBA degree from Indiana University.

         He is a member of the American Welding Society, the Manufacturers
Alliance/MAPI Presidents Council and the Gas and Welding Distributors
Association. Mr. Stropki also serves on the Board of Governors of the National
Electrical Manufacturers Association and was a board member of the Greater
Cleveland Growth Association and the Great Lakes Science Center. He is active in
the American Lung Association and Juvenile Diabetes Research Foundation.

         In commenting on Mr. Massaro's retirement from the Company and from the
Board, Mr. Adams said, "Under Tony Massaro's strong leadership over the past
seven years, the Company has successfully expanded its global footprint,
facilitated entry into new markets and joint ventures, and increased its share
of the arc welding market worldwide. He leaves the Company in a very solid
financial position as it prepares to enter its 110th year. We thank him for his
contributions."

                                     -more-




JOHN M. STROPKI ELECTED CHAIRMAN OF LINCOLN ELECTRIC; SUCCEEDS
ANTHONY A. MASSARO                                                          -2-

         Mr. Massaro joined Lincoln in 1993, after a 26-year career with
Westinghouse in its nuclear, international and automation divisions. At Lincoln,
Mr. Massaro spent his initial years with the Company in London, England, first
as President of Lincoln Europe, and later as President of Lincoln International.
He was named President and Chief Operating Officer in January 1996; Chief
Executive Officer in November 1996; and elected Chairman in May 1997. He
currently serves on the boards of PNC Financial Services, Thomas Industries and
Commercial Metals Company.

         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 http://www.lincolnelectric.com .

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