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): April 29, 2005

Lincoln Electric Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Ohio	0-1402	34-1860551
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

22801 St. Clair Avenue, Cleveland, Ohio	44117
(Address of Principal Executive Offices)	(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))

SECTION 1 REGISTRANT’S BUSINESS AND OPERATIONS

ITEM 1.01. Entry into a Material Definitive Agreement.

On April 29, 2005, Lincoln Electric Holdings, Inc. (the “Company”) entered into a Share Purchase Agreement, dated as of April 29, 2005, among the Company and the shareholders of each of J.W. Harris Co., Inc., Autobraze Inc. and Harris-Euro Corp. (collectively, the “Shareholders”) pursuant to which the Company acquired from the Shareholders, each of which is unrelated to the Company, all of the equity interests in J.W. Harris Co. Inc., Autobraze Inc. and Harris-Euro Corp. for a net aggregate purchase price after estimated adjustments of approximately $85,000,000. A copy of the press release issued by the Company on April 29, 2005 announcing the transaction is attached as Exhibit 99.1 hereto.

SECTION 9  FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01. Financial Statements and Exhibits.

(c) Exhibits.

Number	Exhibit
99.1	Press release, dated April 29, 2005

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.

Date: May 3, 2005
	LINCOLN ELECTRIC HOLDINGS, INC.
	By	/s/ Vincent K. Petrella
		Name: Vincent K. Petrella Title: Vice President, Chief Financial Officer and Treasurer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release, dated April 29, 2005

EX-99.1

Exhibit 99.1

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

LINCOLN ELECTRIC COMPLETES J.W. HARRIS CO. ACQUISITION

     CLEVELAND, Ohio, U.S.A., April 29, 2005 — Lincoln Electric Holdings, Inc. (Nasdaq: LECO) today announced that it has completed the acquisition of J.W. Harris Co., Inc., a privately-held brazing and soldering alloys manufacturer, for $70 million in cash and $15 million of assumed debt. The Company expects J.W. Harris to contribute $.03 to $.05 to earnings per share in the first full year of operation.

     “We are pleased to add the J.W. Harris line to Lincoln’s global product offerings and distribution,” said John M. Stropki, Chairman and Chief Executive Officer. “This acquisition provides Lincoln with both a strong complementary metals-joining technology and a leading market position in the brazing and soldering alloys market. We will carry on the J. W. Harris commitment to excellence and innovation.”

     Headquartered in Mason, Ohio, J.W. Harris Co., Inc. has 335 employees and manufacturing plants in Ohio and Rhode Island. An international distribution center is located in Spain. Annual sales are approximately $100 million.

     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; the ability to maintain and grow the J.W. Harris business after the transaction without the presence of the founder; market risks and price fluctuations related to the purchase of commodities and energy; and the possible effects of international terrorism and hostilities on the Company or its customers, suppliers and the economy in general.

-2005-