- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------

SCHEDULE 14A
(RULE 14a)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12

LINCOLN ELECTRIC HOLDINGS, INC
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

FREDERICK G. STUEBER
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies: ....Not
Applicable

(2) Aggregate number of securities to which transaction applies: .......Not
Applicable

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): .........Not
Applicable

(4) Proposed maximum aggregate value of transaction: ........Not Applicable

(5) Total fee paid: .........................................Not Applicable

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid: .................................Not Applicable

(2) Form, Schedule or Registration Statement No.: ...........Not Applicable

(3) Filing Party: ...........................................Not Applicable

(4) Date Filed: .............................................Not Applicable
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
2

LINCOLN LOGO

Dear Shareholder:

You are cordially invited to attend the 1999 Annual Meeting of
Shareholders, which will be held on May 4, 1999 at the Wellington Center at 777
Alpha Drive, Highland Heights, Ohio 44143. A map showing the location of the
Annual Meeting is on the back cover. No admission tickets are necessary.

Enclosed with this letter are the Notice of Annual Meeting, the Proxy
Statement for the Annual Meeting, a proxy card and an envelope with which to
return the proxy card. If you are unable to attend, or plan to be present but
want the proxy holders to vote your shares, please sign, date and return the
proxy card at your earliest convenience. Participants in the Company's Employee
Savings Plan are also encouraged to return the voting instruction card
applicable to the Plan, which is also enclosed.

After seven years of dedicated service to the Company and its shareholders,
Craig R. Smith will not be standing for reelection to the Board. Mr. Smith's
independent business judgment and demanding standards were of great value to the
Company during an important transitional period. We thank him for his important
contributions and wish him well in his private life.

We look forward to the Annual Meeting and seek your support for the
continued growth of Lincoln Electric.

Sincerely,
/s/ Anthony A. Massaro
ANTHONY A. MASSARO
Chairman, President and Chief
Executive Officer
Lincoln Electric Holdings, Inc.

March 31, 1999
3

LINCOLN LOGO

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
OF LINCOLN ELECTRIC HOLDINGS, INC.

Notice is hereby given that the Annual Meeting of Shareholders of Lincoln
Electric Holdings, Inc. will be held at the Wellington Center, 777 Alpha Drive,
Highland Heights, Ohio 44143 on Tuesday, May 4, 1999 at 3:00 p.m. The principal
business of the Annual Meeting will be:

(a) To elect five directors to serve for a term scheduled to expire in
2002.

(b) To ratify the selection of Ernst & Young LLP as independent auditors of
the Company for the year 1999.

Shareholders of record at the close of business on March 19, 1999 will be
entitled to vote at the Annual Meeting or any adjournment thereof.

FREDERICK G. STUEBER
Senior Vice President,
General Counsel and Secretary

Lincoln Electric Holdings, Inc.
22801 St. Clair Avenue
Cleveland, Ohio 44117-1199

March 31, 1999

IMPORTANT -- THE PROXY FOR HOLDERS OF COMMON SHARES IS ENCLOSED

PLEASE SIGN, DATE AND RETURN YOUR ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE.
4

Lincoln Electric Holdings, Inc.
22801 St. Clair Avenue
Cleveland, Ohio 44117-1199
(216) 481-8100

PROXY STATEMENT

The Board of Directors of Lincoln Electric Holdings, Inc. (the "Company")
is furnishing this proxy statement to the Company's shareholders in connection
with the solicitation of proxies to be used at the Annual Meeting of
Shareholders of the Company to be held on May 4, 1999.

If you sign, date and return the enclosed proxy card, the shares
represented by the card will be voted in accordance with your instructions. You
may revoke your proxy by delivering to the Company a new, later dated proxy with
respect to the same shares, or by giving written notice to the Company before or
at the Annual Meeting. Your presence at the Annual Meeting will not in and of
itself revoke your proxy appointment.

At the close of business on March 19, 1999, the record date for the
determination of shareholders entitled to notice of, and to vote at, the Annual
Meeting, the Company had outstanding and entitled to vote 45,404,624 Common
Shares. Each Common Share is entitled to one vote on each matter brought before
the Annual Meeting.

In addition to the solicitation of proxies by the use of the mails, the
Company may solicit the return of proxies in person, by telephone and by
telecopy. Brokerage houses, banks and other custodians, nominees and fiduciaries
will be requested to forward soliciting material to the beneficial owners of
shares and will be reimbursed for their expenses. The cost of the solicitation
of proxies will be borne by the Company.

At the Annual Meeting, the results of shareholder voting will be tabulated
by the inspector of elections appointed for the Annual Meeting. Under Ohio law,
the Company's Articles of Incorporation and its Regulations, properly signed
proxies that are marked "abstain" or that are held in "street name" by brokers
and not voted on one or more of the items before the Annual Meeting (if
otherwise voted on at least one item) will be counted for purposes of
determining whether a quorum is present at the Annual Meeting. Votes withheld in
respect of the election of Directors will not be counted in determining the
election of Directors. Abstentions and broker non-votes in respect of Item 2
will have the same effect as votes against such item.

ELECTION OF DIRECTORS
Item No. 1

The Company's Regulations provide for three classes of Directors whose
terms expire in different years. The number of Directors to be elected in 1999
has been fixed at five. All of the nominees are to be elected to the Class of
2002 and will hold their positions for a term of three years and until the
election of their successors. Unless otherwise directed, shares represented by
proxy will be voted in favor of electing the following:

Class of 2002. Harry Carlson, Thomas A. Corcoran, David H. Gunning, Edward
E. Hood, Jr., and Paul E. Lego, all of whom, except Mr. Corcoran, have been
previously elected as Directors by the shareholders.

If any of the Director nominees should become unavailable, it is intended
that the proxies will be voted as the Board of Directors shall determine. We
have no reason to believe that any of the Director nominees will be unavailable.
The Ohio General Corporation Law provides that, a quorum being present, the
Director nominees receiving the greatest number of votes will be elected as
Directors of the Company.
5

The following table sets forth information concerning the Director nominees
and the Directors whose terms of office will continue after the meeting. Except
as otherwise indicated, each of the Director nominees and Directors has had the
principal occupation indicated for more than five years.

NOMINEES
- - --------------------------------------------------------------------------------

NOMINEES FOR TERM ENDING IN 2002 CURRENT OCCUPATION
- - ----------------------------------------------------------------------------------------------

Harry Carlson Former Vice Chairman of the Company
Director since 1973
Member -- Finance Committee and
Audit Committee
Age -- 64

Mr. Carlson retired on June 30, 1995. Prior to that time, he served as Vice
Chairman of the Company.

- - --------------------------------------------------------------------------------

Thomas A. Corcoran President and Chief Operating Officer of the
Space Sector of Lockheed Martin Corporation
Age -- 55

Mr. Corcoran has served as the President and Chief Operating Officer of the
Space Sector of Lockheed Martin Corporation since October 1998. Previously, Mr.
Corcoran served as President and Chief Operating Officer of Lockheed
Electronics, holding that position since 1995. Prior to that time he was a Vice
President, and President of the Electronics Group, of Martin Marietta, which
subsequently merged with Lockheed. Mr. Corcoran also is a Director of L-3
Communications Holdings, Inc. and REMEC, Inc.

- - --------------------------------------------------------------------------------

David H. Gunning Principal of Encinitos Ventures; Former
Director since 1987 Chairman, President and Chief Executive
Member -- Finance Committee and Audit Officer of Capitol American Financial Corp.
Committee (insurance company)
Age -- 56

Mr. Gunning served as Chairman, President and Chief Executive Officer of Capitol
American Financial Corp. from 1993 until its sale in early 1997. Prior to that
time, he was a partner in the law firm of Jones, Day, Reavis & Pogue.

- - --------------------------------------------------------------------------------

Edward E. Hood, Jr. Former Vice Chairman of the Board and
Director since 1993 Executive Officer of The General Electric
Member -- Compensation Committee and Company
Finance Committee
Age -- 68

Mr. Hood retired from The General Electric Company in 1993. He is a Director of
Lockheed Martin Corporation and Gerber Scientific Inc.
- - --------------------------------------------------------------------------------

Paul E. Lego President of Intelligent Enterprises, Inc.
Director since 1993 (consulting)
Member -- Compensation Committee and
Finance Committee
Age -- 68

Mr. Lego has served as President of Intelligent Enterprises, Inc. since 1993.
Prior to that time, he was Chairman and Chief Executive Officer of Westinghouse
Electric Corporation. Mr. Lego is Chairman of Commonwealth Industries, Inc. and
is a Director of Consolidated Natural Gas Company, PNC Bank Realty Holding
Company and USX Corporation.

2
6

CONTINUING DIRECTORS
- - --------------------------------------------------------------------------------

DIRECTORS WHOSE TERM ENDS IN 2000 CURRENT OCCUPATION
- - ----------------------------------------------------------------------------------------------

David C. Lincoln President, Arizona Oxides LLC (manufacturer
Director since 1958 of iron oxide pigments); Former Chairman of
Member -- Compensation Committee, Finance Lincoln Laser Co. (manufacturer of laser
Committee, and Nominating scanning equipment)
Committee
Age -- 73
- - ----------------------------------------------------------------------------------------------
Henry L. Meyer, III President and Chief Operating Officer of
Director since 1994 KeyCorp (banking)
Member -- Compensation Committee and
Nominating Committee
Age -- 49

Mr. Meyer was elected President of KeyCorp in May 1997. He had previously been
elected Vice Chairman of the Board and Chief Operating Officer of KeyCorp in
September 1996. Prior to that election, Mr. Meyer served in senior executive
positions with KeyBank (formerly Society National Bank), a subsidiary of
KeyCorp, including most recently as Chairman of the Board and Chief Executive
Officer. Mr. Meyer is a Director of KeyCorp.
- - --------------------------------------------------------------------------------

Frank L. Steingass Chairman of the Board and President of
Director since 1971 Buehler/ Steingass, Inc. (commercial
Member -- Audit Committee and Nominating printers)
Committee
Age -- 59
- - ----------------------------------------------------------------------------------------------
John M. Stropki, Jr. Executive Vice President of the Company
Director since 1998 President, North America
Member -- Finance Committee
Age -- 48

Mr. Stropki was elected Executive Vice President and President, North America in
May 1996 and was elected to the Board of Directors in May 1998. From December 1,
1994 through May 1996, Mr. Stropki served as Senior Vice President, Sales.

3
7

- - --------------------------------------------------------------------------------

DIRECTORS WHOSE TERM ENDS IN 2001 CURRENT OCCUPATION
- - ----------------------------------------------------------------------------------------------

G. Russell Lincoln President of N.A.S.T. Inc. (financial
Director since 1989 consultants); Former Chairman of the Board
Member -- Compensation Committee and and Chief Executive Officer of Algan, Inc.
Nominating Committee (manufacturer of industrial coatings and
chemicals for the printing industry)
Age -- 52
- - ----------------------------------------------------------------------------------------------
Kathryn Jo Lincoln Chairman of The Lincoln Institute of Land
Director since 1995 Policy and President of The Lincoln
Member -- Audit Committee and Nominating Foundation, Inc. (non- profit corporations
Committee for educational purposes)
Age -- 44
- - ----------------------------------------------------------------------------------------------
Anthony A. Massaro Chairman, President and Chief Executive
Director since 1996 Officer of the Company
Member -- Finance Committee
Age -- 55

Mr. Massaro was elected President and Chief Executive Officer on November 1,
1996 and was elected Chairman on May 28, 1997. From April 1 through October 31,
1996, Mr. Massaro served as President and Chief Operating Officer. From
September 1995 through March 31, 1996, he served as Executive Vice President of
the Company, directing international operations. Prior to that time, he was
President and Chief Executive Officer of Lincoln Electric Europe. Mr. Massaro
joined the Company in August 1993. He is also a Director of Thomas Industries,
Inc.
- - --------------------------------------------------------------------------------

Ursula M. Burns Vice President, Manufacturing Support,
Director since 1999 Corporate Strategic Services of Xerox
Corporation
Age -- 40

Ms. Burns was elected at the February Board meeting. Ms. Burns has been with
Xerox in various capacities since 1982. Prior to her new post, Ms. Burns was
Vice President and General Manager of the Departmental Business Unit, where she
was responsible for all aspects of Xerox's worldwide mid-range analog and
digital copier business. From 1995 to 1997, she held the position Vice President
and General Manager of the Workgroup Copier Business Unit. Prior to that time,
she held executive positions in other Xerox business units. She is also a
Director of the Dames & Moore Group and PQ Corporation.
- - --------------------------------------------------------------------------------

FAMILY RELATIONSHIPS

Our business was founded by John C. Lincoln, and managed for many years by
his brother, James F. Lincoln. David C. Lincoln is the son of John C. Lincoln
and the father of Kathryn Jo Lincoln. G. Russell Lincoln and Frank L. Steingass
are the grandsons of James F. Lincoln, and first cousins. Harry Carlson is
married to a granddaughter of James F. Lincoln and is therefore related to Frank
L. Steingass and G. Russell Lincoln as a first cousin by marriage.

4
8

BOARD OF DIRECTOR AND COMMITTEE MEETINGS

Your Board of Directors maintains, among other committees, an Audit
Committee, a Finance Committee, a Nominating Committee and a Compensation
Committee, the members of which are identified on pages 2, 3 and 4 of this Proxy
Statement. Your Board met seven times in 1998. Each Director attended at least
75% of the aggregate number of meetings of the Board of Directors and meetings
of the committees of the Board of Directors on which such Director served.

The Audit Committee met four times in 1998. The Audit Committee:

- recommends engagement of the independent auditors;
- reviews the arrangement and scope of the audit;
- reviews the financial statements and performance of the
independent auditors;
- reviews the activities and recommendations of the Company's
internal auditors;
- considers comments made by the independent auditors with respect
to the Company's system of internal accounting control;
- reviews internal accounting procedures and controls with the
Company's financial and accounting staff; and
- reviews non-audit services provided by the Company's independent
auditors.

The Compensation Committee met six times in 1998. The Compensation
Committee:

- reviews the salary levels of the Executive Officers and
determines the compensation of the Chief Executive Officer and
other executives who are among the five highest paid executives;
- reviews and reports to the Board on matters pertaining to
personnel development and succession planning; and
- reviews and makes recommendations to the Board of Directors
concerning all employee benefit plans.

The Nominating Committee met six times in 1998. The Nominating Committee:

- evaluates the composition of the Board of Directors and its
governance and compensation;
- recommends to the Board of Directors nominees for Director
(including any nomination of qualified candidates submitted in
writing by shareholders to the Company's Secretary); and
- recommends to the Board of Directors candidates for election as
Executive Officers of the Company.

The Finance Committee met six times in 1998. The Finance Committee considers
in more detail than is possible in a full Board meeting matters relating to
the financial operation of the Company. Deliberations of the Finance
Committee result in:

- a report to the Board of Directors accompanied by any
recommendations the Finance Committee deems appropriate;
- interaction with management on matters under the purview of the
Finance Committee; and
- discussions with management on changes in such matters, which if
appropriate are reported to the Board of Directors.

COMPENSATION OF DIRECTORS

We pay Directors who are not Company employees an annual retainer of
$20,000, $10,000 of which is payable in restricted voting shares under the
Non-Employee Directors' Restricted Stock Plan. These shares vest at the earlier
of three years, death or retirement from the Board of Directors. Under the Plan,
we issued 257 Common Shares in January 1998 to each of the then current
non-employee Directors. We pay non-employee Directors the following fees: Board
meeting fee, $1,000; annual retainer for each committee membership, $2,000; and
committee meeting fee, $800. Each committee chair is also paid an annual fee of
$2,000.

Through the Non-Employee Directors' Deferred Compensation Plan adopted in
1995, our non-employee Directors have the opportunity to defer payment of all or
a portion of their annual cash compensation. Each
5
9

Director may elect to defer a specified dollar amount or percentage of the
Director's fees. The deferral will be credited to the Director's account and
deemed invested in either an obligation of the Company adjusted in accordance
with the return of Standard & Poor's 500 Composite Stock Index, as calculated
quarterly, and/or an obligation of the Company earning interest at a rate equal
to the Moody's Corporate Average Bond Index, adjusted on a quarterly basis.
Payment of fees deferred under the Plan, with earnings, will commence as of the
earlier of termination of services as a Director, death or as of a date not less
than two years after such fees are deferred as elected by the Director. At
December 31, 1998, two Directors had elected to defer their cash compensation
pursuant to this Plan.

We have established a Directors' Charitable Award Program for non-employee
Directors, funded through insurance policies on the lives of the participating
Directors. In 1998 we paid $250,656 in premiums on such policies. Upon the death
of a participating Director, we will donate an aggregate of $500,000 (in 10
annual installments) to one or more qualified charitable organizations
recommended by the participating Director and approved by us. The Directors
derive no financial benefit from the Program since all charitable deductions and
the cash surrender value of life insurance policies accrue solely to us. All
non-employee Directors, other than David C. Lincoln, Henry L. Meyer, III, Frank
L. Steingass and Ursula M. Burns, currently participate in the Program. Five
years of service as a Director are required to vest benefits under the Program.

Three Directors served on an advisory committee for the first nine months
of 1998 in order to assist the Chairman with respect to strategic decisions
regarding litigation in California. See "Item 3. Legal Proceedings" within our
10-K Report. Mr. Selhorst, a former Director, also served on the advisory
committee through June 1998. We paid each of these Directors (and Mr. Selhorst)
an additional retainer of $2,000 monthly.

SECURITY OWNERSHIP OF MANAGEMENT
AND CERTAIN BENEFICIAL OWNERS

The following table sets forth certain information regarding ownership of
the Company's equity securities as of February 26, 1999 by the Directors,
Director nominees, each of the Company's Executive Officers named in the Summary
Compensation Table on page 10 and all Directors and Executive Officers as a
group. Also set forth is information with respect to any person (including any
"group" as that term is used in Section 13(d)(3) of the Securities Exchange Act
of 1934) known to the Company as of February 26, 1999 to be an owner of more
than 5% of the Company's Common Shares. Except as otherwise indicated, voting
and investment power with respect to shares reported in this table are not
shared with others.

6
10

BENEFICIAL OWNERSHIP TABLE

NON-EMPLOYEE NUMBER OF
DIRECTORS AND COMMON SHARES
DIRECTOR NOMINEES OWNED (1)(2) PERCENT
----------------- ------------- -------

Ursula M. Burns................................... 412 *
Harry Carlson..................................... 378,453(3) *
Thomas A. Corcoran................................ -- --
David H. Gunning.................................. 8,286 *
Edward E. Hood, Jr................................ 7,074 *
Paul E. Lego...................................... 9,074 *
David C. Lincoln.................................. 6,349,694(4) 13.87%
G. Russell Lincoln................................ 273,368(5) *
Kathryn Jo Lincoln................................ 2,256,124(6) 4.93%
Henry L. Meyer, III............................... 9,074(7) *
Frank L. Steingass................................ 434,732(8) *
NAMED EXECUTIVE OFFICERS
- - ----------------------
Anthony A. Massaro................................ 94,367(9) *
John M. Stropki, Jr............................... 59,053(10) *
H. Jay Elliott.................................... 44,912(11) *
Frederick G. Stueber.............................. 27,013(12) *
William J. Twyble................................. 4,341(13) *
All Directors and Executive Officers as a group
(18 persons).................................... 7,756,963(14) 16.95%
OTHER PERSONS
- - ------------
The Lincoln Electric Company
401(k) Savings Plan
22801 St. Clair Avenue
Cleveland, OH 44117-1199.......................... 1,620,513 3.54%
Neuberger Berman, LLC
Neuberger Berman Management Inc.
605 Third Avenue
New York, New York 10158-3698..................... 2,569,500(15) 5.61%

- - ---------------

* indicates less than 1%.

(1) Reported in accordance with the beneficial ownership rules of the
Securities and Exchange Commission (the "Commission"), under which a person
is deemed to be the beneficial owner of a security, for these purposes, if
he or she has or shares voting power or investment power in respect of such
security or has the right to acquire such security within 60 days of
February 26, 1999.

(2) Includes Common Shares subject to forfeiture and restrictions on transfer
issued pursuant to the Company's Non-Employee Directors' Restricted Stock
Plan.

(3) Of the 378,453 shares, Mr. Carlson held of record 155,429 shares. Of the
remaining 223,024 shares, 149,974 shares were held of record by his spouse,
and 73,050 shares were held of record by a trust under which his spouse has
investment and voting power. Mr. Carlson disclaims beneficial ownership of
the shares held of record by his spouse and under the trust referenced in
the preceding sentence.

(4) Of the 6,349,694 shares, David C. Lincoln and his wife held of record an
aggregate of 1,477,812 shares. The remaining 4,871,882 shares were held of
record as follows: 2,216,244 shares by The Lincoln Foundation, Inc., of
which Mr. Lincoln is a member of the Board of Trustees, as to which shares
Mr. Lincoln disclaims

7
11

beneficial ownership; 52,074 shares by the Estate of Helen C. Lincoln, of
which Mr. Lincoln is a co-administrator, as to which shares Mr. Lincoln
disclaims beneficial ownership; 485,446 shares by a trust for which Mr.
Lincoln serves as a trustee and in which he has a lifetime pecuniary
interest and as to which he otherwise disclaims beneficial ownership;
485,446 shares by a trust for which Mr. Lincoln serves as a trustee and in
which his sister has a lifetime pecuniary interest, as to which shares Mr.
Lincoln disclaims beneficial ownership; 1,383,300 shares by LFM, Inc., a
corporation of which Mr. Lincoln is a Director, as to which shares Mr.
Lincoln disclaims beneficial ownership; 120,000 shares by The Lincoln Fund,
a Lincoln family partnership of which Mr. Lincoln is Managing Director;
80,000 shares by a trust of which Mr. Lincoln is a trustee, for the benefit
of his nephew, as to which shares Mr. Lincoln disclaims beneficial
ownership; 32,672 shares by two trusts for which Mr. Lincoln is a
co-trustee, for the benefit of his nieces, as to which shares Mr. Lincoln
disclaims beneficial ownership; and 16,700 shares by The Lincoln Health
Foundation, a non-profit corporation of which Mr. Lincoln is a Director, as
to which shares Mr. Lincoln disclaims beneficial ownership. Mr. Lincoln
shares investment and voting power with respect to the shares owned by The
Lincoln Foundation, Inc. with his daughter, Kathryn Jo Lincoln. Mr. Lincoln
shares investment and voting power with respect to the shares owned by The
Lincoln Health Foundation with his son, James Lincoln, and other non-family
members.

(5) Of the 273,368 shares, G. Russell Lincoln held of record 215,160 shares. An
additional 514 shares were held of record by his spouse. Of the remaining
57,694 shares, 22,934 shares were held of record by three trusts, as to
each of which Mr. Lincoln is a trustee, for the benefit of his minor
children. Mr. Lincoln is also a trustee of 34,760 shares for the Laura P.
Heath Family Trust. Mr. Lincoln disclaims beneficial ownership of the
shares held by his spouse and the trusts.

(6) Of the 2,256,124 shares, Ms. Lincoln held of record 38,380 shares. Ms.
Lincoln's spouse held of record 1,500 shares, as to which shares Ms.
Lincoln disclaims beneficial ownership. The remaining 2,216,244 shares were
held of record by The Lincoln Foundation, Inc., of which Ms. Lincoln is the
President, as to which shares Ms. Lincoln disclaims beneficial ownership.
Ms. Lincoln shares investment and voting power with respect to the shares
owned by The Lincoln Foundation, Inc. with her father, David C. Lincoln.

(7) Held of record by a trust established by Mr. Meyer and his spouse, under
which Mr. Meyer may be deemed to share voting and investment power.

(8) Of the 434,732 shares, Mr. Steingass held of record 397,536 shares. The
remaining 37,196 shares were held of record as follows: 3,000 shares by
Buehler/Steingass, Inc., a corporation of which Mr. Steingass is Chairman
of the Board and President, as to which shares Mr. Steingass disclaims
beneficial ownership; and 34,196 shares by Mr. Steingass' spouse, as to
which shares Mr. Steingass disclaims beneficial ownership.

(9) Of the 94,367 shares, Mr. Massaro held of record 11,039 shares and has or
had the right to acquire 83,332 shares upon the exercise of stock options
within 60 days after February 26, 1999.

(10) Of the 59,053 shares, 18,727 shares were held of record by a trust
established by Mr. Stropki and his spouse, under which Mr. Stropki may be
deemed to share voting and investment power. In addition, Mr. Stropki has
or had the right to acquire 40,328 shares upon the exercise of stock
options within 60 days after February 26, 1999.

(11) Of the 44,912 shares, Mr. Elliott held of record 18,248 shares and has or
had the right to acquire 26,666 shares upon the exercise of stock options
within 60 days after February 26, 1999.

(12) Of the 27,013 shares, Mr. Stueber held of record 10,349 shares, 5,000 of
which were subject to forfeiture and restrictions on transfer pursuant to
the Company's Incentive Equity Plan and the employment agreement with Mr.
Stueber. Mr. Stueber also has or had the right to acquire 16,664 shares
upon the exercise of stock options within 60 days after February 26, 1999.

(13) Of the 4,341 shares, Mr. Twyble held of record 1,677 shares and has or had
the right to acquire 2,664 shares upon the exercise of stock options within
60 days after February 26, 1999.

(14) Includes 182,986 shares which all Executive Officers and Directors, as a
group, have or had the right to acquire upon the exercise of stock options
within 60 days of February 26, 1999. Shares held of record by The Lincoln
Foundation, Inc., over which both David C. Lincoln and Ms. Lincoln share
investment and voting power, were only counted once in this total.

8
12

(15) Of the total amount reported beneficially owned by Neuberger Berman, LLC
("Neuberger"), Neuberger has sole voting power over 1,603,400 shares,
shared voting power over 157,200 shares, and shared dispositive power over
2,569,500 shares. In its Schedule 13G filing with the Securities and
Exchange Commission, Neuberger states that it holds such shares in the
ordinary course of its business and not with the purpose nor with the
effect of changing or influencing the control of the Company.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
Directors and Executive Officers to file reports of ownership and changes in
ownership with respect to the securities of the Company with the Securities and
Exchange Commission and to furnish copies of these reports to the Company. Based
on a review of these reports, the Company believes that for 1998 all filing
requirements were met on a timely basis, with the exception of two transactions
which were filed late on behalf of William J. Twyble and one exempt transaction
which was filed late on behalf of Harry Carlson.

9
13

SUMMARY COMPENSATION TABLE

The table below shows the before-tax compensation for the years shown for
Mr. Massaro and the four next highest paid Executive Officers at the end of
1998.

LONG-TERM
ANNUAL COMPENSATION COMPENSATION
--------------------------------------- -------------------------
OTHER SECURITIES
NAME AND PRINCIPAL ANNUAL UNDERLYING ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION OPTIONS COMPENSATION
- - ---------------------------------- ---- ------- ------- ------- ------- ------

Anthony A. Massaro................ 1998 560,000 664,000 70,000
Chairman, President and 1997 532,917 560,000 50,000
Chief Executive Officer(1) 1996 380,833 300,000 100,000
John M. Stropki, Jr............... 1998 250,000 248,000 22,000
Executive Vice President 1997 220,833 240,000 24,000
President, North America 1996 175,000 175,000 40,000
H. Jay Elliott.................... 1998 270,000 186,150 18,000
Senior Vice President, 1997 268,750 200,000 20,000
Chief Financial 1996 255,000 125,000 30,000
Officer and Treasurer
Frederick G. Stueber.............. 1998 210,000 140,000 12,000
Senior Vice President, 1997 209,167 140,000 10,000
General Counsel and 1996 200,000 75,000 20,000
Secretary
William J. Twyble................. 1998 175,380 110,700 60,338(3) 9,000
Senior Vice President,
Engineering & Marketing(2)

- - ---------------

(1) Indicated amounts for 1996 include compensation as Chief Executive Officer
from November 1, 1996.

(2) The individual was not among the five most highly compensated Executive
Officers prior to 1998.

(3) Indicated amount is the aggregate, net of tax adjustments, of payments made
to Mr. Twyble under his expatriate agreement, including cost of living
adjustments and housing payments.

OPTION GRANTS IN LAST FISCAL YEAR

The following table provides information relating to stock option grants
for the year 1998 for our named Executive Officers. No stock appreciation rights
were granted to the named Executive Officers or other optionees during 1998.

NO. OF % OF TOTAL
SHARES OPTIONS GRANTED
UNDERLYING TO EMPLOYEES IN EXERCISE EXPIRATION GRANT DATE
NAME OPTIONS FISCAL YEAR PRICE ($/SH) DATE VALUE (1)
---- ------------- --------------- ------------ ---------- ----------

Anthony A. Massaro........................... 70,000 23.7% $22.375 11/11/08 $564,900
John M. Stropki, Jr.......................... 22,000 7.4% 22.375 11/11/08 177,540
H. Jay Elliott............................... 18,000 6.1% 22.375 11/11/08 145,260
Frederick G. Stueber......................... 12,000 4.0% 22.375 11/11/08 96,840
William J. Twyble............................ 9,000 3.0% 22.375 11/11/08 72,630

- - ---------------

(1) All options were granted at an exercise price equal to the fair market value
of the Company's Common Shares ($22.375) on the date of the grant. The value
shown is based on the Black-Scholes option pricing model. The model assumes
(a) volatility calculated using the trading information for the Company's
Common Shares during the 100 week period ended January 1, 1999 (30.8% for
the Company's Common Shares); (b) a risk-free rate of return based on the
10-year treasury bond rate at January 29, 1999 (4.66%); and a dividend yield
for the Company's Common Shares of 2.16%.

10
14

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

The following table provides information relating to exercisable and
unexercisable stock options at December 31, 1998 for our named Executive
Officers. The value of unexercised stock options is based on the difference
between the exercise price of the options and the closing price of Lincoln
Common on December 31, 1998, which was $22.25. No named Executive Officer
exercised stock options during 1998. No stock appreciation rights were exercised
or remained unexercised during the last fiscal year.

NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY
AT FY-END(#) OPTIONS AT FY-END($)
--------------------------- ---------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- - ------------------------------------------------- ------ ------- -------- --------

Anthony A. Massaro............................... 83,332 136,608 $593,217 $383,958
John M. Stropki, Jr.............................. 40,328 51,334 $277,607 $164,585
H. Jay Elliott................................... 26,666 41,334 $184,371 $128,374
Frederick G. Stueber............................. 16,664 25,336 $118,629 $ 77,056
William J. Twyble................................ 7,998 17,002 $ 52,570 $ 40,553

EMPLOYMENT AND CHANGE IN CONTROL ARRANGEMENTS

Messrs. Massaro, Elliott and Stueber entered into employment agreements in
July 1993, June 1993 and February 1995, respectively. The agreements grant
credited service as of such dates for purposes of the supplemental executive
retirement plan (the "SERP") of 29, 32 and 22 years, respectively, as of their
respective dates of hire, assuming a normal retirement age of 60 and service of
45 years at age 65 for all. Messrs. Massaro and Elliott have a participation
factor under the SERP of 100%. The agreements for Messrs. Massaro and Elliott
also provide for severance pay equal to one year's base salary if they are
terminated without cause. The agreement for Mr. Stueber provides that if he is
terminated without cause prior to his sixth anniversary, he will be entitled to
severance pay equal to three times his total compensation (base and bonus) for
the preceding year. Thereafter, through his 10th anniversary, severance pay
equals one year's total compensation.

The Company adopted the Executive Benefit Plan in 1997. The plan has a
specific limited scope. Benefits payable under the plan, if any, would be offset
by benefits payable under the Deferred Compensation Plan and, for certain
individuals, the SERP. Certain of the Company's employees, including the named
Executive Officers, are entitled to receive a cash payment if there is a "change
in control" of the Company, as defined in the Executive Benefit Plan, and
certain employment conditions are satisfied. The Company has established a trust
to hold the employees' accounts under the Executive Benefit Plan and has funded
the trust with amounts sufficient to pay the benefits.

The term "change in control" is defined in the Executive Benefit Plan
described above to include certain changes in beneficial ownership of the
Company's outstanding voting shares, certain changes in membership of the
Company's Board of Directors, certain events of bankruptcy or insolvency and
certain business combinations. In addition to the foregoing arrangements, the
Company entered into agreements in 1998 with eight officers, including all
current Executive Officers (except Mr. Twyble), designed generally to assure
continued management in the event of a change in control of the Company. These
arrangements are operative only if a change in control occurs. The agreements
provide that following a change in control, a three-year severance period
commences. If the Company were to terminate an officer's employment during the
severance period, or if the officer were to terminate employment for reasons
relating to changed circumstances, then the amounts and benefits the officer
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 the officer for the
greater of one year or the remainder of the severance period; (ii) long-term
incentive awards granted prior to the change in control; and (iii) continuation
of medical, 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. The officer
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

11
15

are determined to be excess parachute payments under the Internal Revenue Code.
Payments under these agreements would be in lieu of any other rights to
severance pay under other agreements.

PENSION BENEFITS

We provide pension benefits for our Executive Officers under two defined
benefit programs: the retirement annuity program (the "Retirement Annuity
Program"), which has been in effect since 1936; and the SERP, which became
effective January 1, 1994. We also maintain a supplemental deferred compensation
plan (the "Deferred Compensation Plan") which became effective November 15,
1994. In 1997, we adopted The Lincoln Electric Company Executive Benefit Plan
(the "Executive Benefit Plan"), which is triggered only in change in control
situations and under which benefits paid will reduce and offset benefits payable
under the Deferred Compensation Plan, and in certain circumstances, the SERP.
Participation in the SERP, the Deferred Compensation Plan and the Executive
Benefit Plan is limited to individuals chosen by the Compensation Committee.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

The purpose of the SERP is, in part, to make up for limitations imposed by
the Internal Revenue Code on payments of retirement benefits under the Company's
tax qualified retirement plans, including the Retirement Annuity Program, and,
primarily, to provide an aggregate competitive retirement benefit for SERP
participants. The following table shows the estimated annual pension benefits
provided under the SERP (inclusive of benefits payable under our qualified plans
(including the employer provided benefit under the employee savings plan
("401(k) Savings Plan")) and, in certain cases, previous employer plans), which
would be payable to employees in various compensation classifications upon
retirement on December 31, 1998, at age 60 after the selected periods of
service.

YEARS OF SERVICE
AVERAGE ANNUAL -----------------------------------------------
COMPENSATION 25 YRS. 30 YRS. 35 YRS. 40 YRS. 45 YRS.
- - -------------- ------- ------- ------- ------- -------

200,000 56,146 70,596 85,046 99,496 113,896
300,000 92,271 113,946 135,621 157,296 178,896
400,000 128,396 157,296 186,196 215,096 243,896
500,000 164,521 200,646 236,771 272,896 308,896
600,000 200,646 243,996 287,346 330,696 373,896
700,000 236,771 287,346 337,921 388,496 438,896
800,000 272,896 330,696 388,496 446,296 503,896
900,000 309,021 374,046 439,071 504,096 568,896
1,000,000 345,146 417,396 489,646 561,896 633,896
1,100,000 381,271 460,746 540,221 619,696 698,896
1,200,000 417,396 504,096 590,796 677,496 763,896
1,300,000 453,521 547,446 641,371 735,296 828,896

Benefits under the SERP are based upon 1.445% of the average annual
compensation for the three highest years in the seven-year period preceding
retirement multiplied by the covered employee's years of service (including
service with certain previous employers) except that the maximum benefit may not
exceed 65% of the average annual compensation for the three highest years used
in the calculation, and service after age 65 is not included. The benefits
payable under the SERP are reduced by the maximum Social Security benefit
payable in the year of retirement, and the table reflects such reduction. The
amounts reflected in the table will also be reduced by the single life benefits
payable under the Retirement Annuity Program, the lifetime benefit equivalence
of any account balance under the ESOP, the lifetime benefit equivalence of any
account balance attributable to employer matching contributions and/or Financial
Security Program contributions under the 401(k) Savings Plan, and other
employer-paid qualified plan benefits paid by previous employers (but only if
prior years of service are awarded for service with that previous employer).
Benefits under the plan are also reduced if the covered employee has
participated in the plan for fewer than eight years at the time of retirement.
Unless a different factor is set by the Compensation Committee, participants are
credited with only 20% of the net amount of the benefit otherwise payable under
the plan when they first become participants, and in each of the next eight

12
16

years an additional 10% of the net amount of the benefit will become payable
upon retirement. In conjunction with a restructuring of employee agreements to
harmonize executive benefits under this plan, Messrs. Massaro and Elliott were
granted 100% participation factors. The table reflects the benefits payable on a
single life basis without reduction for the participation factor or offsets from
the Company's plans or previous employer plans.

The compensation covered by the SERP is the same as shown in the salary and
bonus columns of the Summary Compensation Table on page 10. Credited service for
SERP purposes for Messrs. Massaro, Elliott, Stropki, Stueber and Twyble is 34,
37, 27, 25 and 44 years respectively.

RETIREMENT ANNUITY PROGRAM

Under the Retirement Annuity Program, each employee accumulates 2.5% of
each year's base compensation (limited to $160,000) in the form of an annuity
payable at normal retirement age (age 60). In addition to the 2.5% accumulation
each year, the Company has granted, on a number of occasions, additional past
service benefits. The Program also provides accumulated benefits to eligible
spouses of deceased employees or former employees. Benefits under the Program
are in addition to those payable under Social Security.

The anticipated retirement benefits under the Retirement Annuity Program
for the named Executive Officers with the highest compensation for 1998 are as
follows:

ANNUAL RETIREMENT
NAME ANNUITY PROGRAM BENEFITS
---- ------------------------

Anthony A. Massaro................................... $42,479(1)
John M. Stropki, Jr.................................. 87,964(1)
H. Jay Elliott....................................... 32,232(1)
Frederick G. Stueber................................. 70,500(1)
William J. Twyble.................................... --(2)

- - ---------------

(1) Messrs. Massaro, Stropki, Elliott and Stueber are currently under normal
retirement age. The amounts shown represent those anticipated at normal
retirement age, assuming current compensation continues unchanged to that
date, and the benefits are payable on a single life basis.

(2) Mr. Twyble is not a participant in this plan.

13
17

COMPENSATION COMMITTEE

REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee of your Board of Directors consists solely of
non-employee Directors. Its primary charge is to determine and report to the
Board of Directors on the compensation (or method of calculation thereof) for
the Chairman, President and Chief Executive Officer and each other executive who
is among the five highest paid executives. In addition, the Compensation
Committee establishes and conducts succession planning for the Chief Executive
Officer and reviews and makes recommendations to the Board of Directors
concerning the Company's employee benefit programs, other than health and
welfare programs. The Chief Executive Officer determines the compensation of the
other Executive Officers, subject to Compensation Committee review and
oversight.

EXECUTIVE COMPENSATION POLICY

Our executive compensation policy is based on our long-standing commitment
to incentive-based compensation for all employees, including officers. The cash
bonus program exemplifies this commitment. For many years, The Lincoln Electric
Company, the Company's principal domestic subsidiary, has administered a
discretionary employee bonus program featuring a cash distribution determined on
the basis of a formula that takes into account individual earnings and
individual performance. Virtually all domestic employees participate in the
program. The cost of this program, net of hospitalization costs but inclusive of
payroll taxes, was $76.5 million in 1998, $74.9 million in 1997 and $66.7
million in 1996. Foreign subsidiaries have also generally adopted formula-based
cash bonus programs, although the flexibility and desirability of such programs
varies from country to country.

The Committee's approach to executive compensation is generally the same as
our Company's approach to employee compensation. The base salaries of executives
are set at approximately the 40th percentile of the Company's peer group; i.e.
base salaries are somewhat below market average. The Committee believes,
however, that cash bonus opportunities should be above average, with the 75th
percentile of our peer group retained as the target for total cash compensation.
In making these determinations, the Committee uses a peer group consisting of
200-300 manufacturers based in the United States having revenues comparable to
the Company's revenues. The Committee also believes that individual
circumstances and performance should be a factor in incentive awards, both
positively and negatively -- notwithstanding our performance against financial
targets. The financial targets for 1998 were based on earnings before interest,
taxes and the cash bonus referred to above. Individual financial targets will
vary, with a portion attributable to consolidated financial results and a
portion attributable to regional/divisional results, depending upon the
individual's responsibilities. Financial targets were set on the same basis for
1999. The compensation paid to executives in 1998, in addition to weighting for
personal performance, reflected our Company's superior performance and the fact
that financial targets for 1998 were generally either exceeded or met.

The Committee's philosophy, after taking into account lower than average
base salaries and above average cash bonus opportunities, includes a third
principle, which is that long-term incentive opportunities should be established
that rank executives at the median of their peer group for such long-term
incentive programs. As a result, annual stock option grants are expected to be
made, as was the case in 1998. The Committee extended the scope of the program
in 1998 in terms of the number of participants. A long-term cash plan, based on
earnings growth over a three-year period, was also introduced in 1997 and
followed in 1998. The Committee believes, however, that long-term incentive
compensation should be weighted toward equity rewards.

CEO COMPENSATION

Mr. Massaro's compensation in 1998 reflects the Compensation Committee's
three-part philosophy, emphasizing incentives and performance: base compensation
of approximately $560,000, below his peer group median; cash bonus of $664,000,
which is superior pay for superior performance against financial targets,
placing him in the upper quartile for his peer group; and stock option grants
for long-term incentive compensation placing Mr. Massaro at what the
Compensation Committee believes is the median of his peer group for long-term
incentive programs.
14
18

OTHER EXECUTIVE OFFICERS

The base salaries of Messrs. Elliott, Stropki, Stueber and Twyble were
established according to the principles discussed above. An aggregate of
$684,850 was paid in 1998 to Messrs. Elliott, Stropki, Stueber and Twyble as the
target award; thus 43% of their total compensation was at risk. Aggregate option
grants for 61,000 shares were made to these individuals under the Company's 1998
Stock Option Plan.

1993 TAX ACT

The Compensation Committee's general philosophy is to "qualify" future
long-term incentive plans for tax deductibility wherever appropriate,
recognizing that, under certain circumstances, the limitations imposed by the
Omnibus Budget Reconciliation Act of 1993 may be exceeded. All compensation paid
during 1998 was deductible.

The foregoing report has been furnished by the Compensation Committee.

Edward E. Hood, Jr., Chairman
Paul E. Lego
David C. Lincoln
G. Russell Lincoln
Henry L. Meyer, III

15
19

CUMULATIVE SHAREHOLDER
RETURN AND PERFORMANCE PRESENTATION

Shown below is a line graph comparing the yearly percentage change in the
cumulative total shareholder return on our Common Shares against the cumulative
total return of the S&P Composite--500 Stock Index and The Russell 2000 Stock
Index for the five-year calendar period commencing January 1, 1994 and ending
December 31, 1998. This graph assumes that $100 was invested on December 31,
1993 in each of Lincoln Common, the S&P 500 companies and a peer group of
companies. A compatible peer-group index for the welding industry, in general,
was not readily available because the industry is comprised of a relatively
small number of competitors, many of whom either are based overseas and/or are
privately-held and not actively traded in the United States. The Russell 2000
represents a developed index based on a concentration of companies having
relatively small market capitalization, published by the Frank Russell Company.

FIVE YEAR PERFORMANCE COMPARISON
LINCOLN COMMON, S&P 500, RUSSELL 2000
PERFORMANCE GRAPH COMPOSITE INDICES

LINCOLN S&P 500 RUSSELL 2000
------- ------- ------------

'1993' 100.00 100.00 100.00
'1994' 225.14 101.28 96.82
'1995' 310.74 138.88 122.19
'1996' 414.47 170.38 140.23
'1997' 497.78 226.78 169.00
'1998' 576.55 291.04 163.18

1993 1994 1995 1996 1997 1998
------ ------ ------ ------ ------ ------

Lincoln.............................. 100.00 225.14 310.74 414.47 497.78 576.55
S&P 500.............................. 100.00 101.28 138.88 170.38 226.78 291.04
Russell 2000......................... 100.00 96.82 122.19 140.23 169.00 163.18

16
20

TRANSACTIONS

Buehler/Steingass, Inc., of which Frank L. Steingass, one of our Directors,
is President and a principal shareholder, received approximately $495,449 for
printing catalogs and other materials for the Company during 1998. It is
anticipated that Buehler/Steingass, Inc. will continue to provide printing
services to the Company in 1999 on miscellaneous matters.

Henry L. Meyer, III, also one of our Directors, is Vice Chairman and Chief
Operating Officer of KeyCorp. KeyBank, a subsidiary of KeyCorp, serves as the
agent bank for the Company's $200 million Credit Agreement, a principal credit
facility of ours in which 10 institutions participate. KeyBank has made the
largest commitment thereunder, in the amount of $67.5 million. KeyBank has
provided other credit facilities to or on behalf of the Company in the aggregate
amount of approximately $32 million.

All of the transactions reported above were carried out in the ordinary
course of business upon terms no less favorable to us than would apply to
similar transactions with unrelated companies.

RATIFICATION OF INDEPENDENT AUDITORS
Item No. 2

A proposal will be presented at the Annual Meeting to ratify the
appointment of the firm of Ernst & Young LLP as independent auditors to examine
our books of account and other records for the fiscal year ending December 31,
1999. Representatives of Ernst & Young LLP are expected to be present at the
Annual Meeting, will have an opportunity to make a statement if they so desire,
and are expected to be available to respond to appropriate shareholder
questions. Although such ratification is not required by law, the Board of
Directors believes that shareholders should be given this opportunity to express
their views on the subject. While not binding on the Board of Directors, the
failure of the shareholders to ratify the appointment of Ernst & Young LLP as
the Company's independent auditors would be considered by the Board of Directors
in determining whether or not to continue the engagement of Ernst & Young LLP.
Ratification requires the affirmative vote of the majority of the Company's
Common Shares present or represented and entitled to vote on the matter at the
Annual Meeting. Unless otherwise directed, shares represented by proxy will be
voted for ratification of the appointment of Ernst & Young LLP.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE TO RATIFY THE
APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITORS.

OTHER MATTERS

The Board of Directors knows of no other matters that are likely to be
brought before the Annual Meeting, but if any such matters properly come before
the Annual Meeting, the persons named in the enclosed proxy, or their
substitutes, will vote the proxy in accordance with their best judgment.

17
21

SHAREHOLDER PROPOSALS

Any proposal by shareholders intended to be presented at next year's Annual
Meeting of Shareholders, to be held in May of 2000, must be received by the
Company, addressed to its principal executive offices at 22801 St. Clair Avenue,
Cleveland, Ohio 44117-1199, Attention: Secretary, for inclusion in the Proxy
Statement of the Company relating to such meeting on or before December 1, 1999.
If any shareholder proposal is submitted after February 14, 2000, the Board of
Directors will be allowed to use its discretionary voting authority when the
proposal is raised at the Annual Meeting of Shareholders, without any discussion
of the matter in the Proxy Statement.

LINCOLN ELECTRIC HOLDINGS, INC.

Frederick G. Stueber
Secretary

By Order of the Board of Directors
Cleveland, Ohio

March 31, 1999

18
22

[MAP]
23

PROXY PROXY

LINCOLN ELECTRIC HOLDINGS, INC.
PROXY FOR 1999 ANNUAL MEETING OF SHAREHOLDERS
(SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS)

COMMON SHARES

The undersigned hereby appoints Anthony A. Massaro, H. Jay Elliott and Frederick
G. Stueber, and each of them, as Proxies, with full power of substitution, to
vote and act on behalf of the undersigned at the Annual Meeting of Shareholders
of Lincoln Electric Holdings, Inc. to be held at the Wellington Center, 777
Alpha Drive, Highland Heights, Ohio 44143, on May 4, 1999, at 3:00 p.m., or at
any adjournment thereof, on all matters properly coming before the meeting.

ELECTION OF DIRECTORS FOR TERM ENDING 2002: (change of address)

Nominees: Harry Carlson
Thomas A. Corcoran ------------------------------------------------------------
David H. Gunning
Edward E. Hood, Jr. ------------------------------------------------------------
Paul E. Lego
------------------------------------------------------------

------------------------------------------------------------
(If you have written in the above space, please mark the
corresponding box on the reverse side of this card.)

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE ELECTION OF THE DIRECTOR NOMINEES LISTED ABOVE AND FOR
RATIFICATION OF THE INDEPENDENT AUDITORS (Item 2).

[SEE REVERSE SIDE]

...............................................................................

FOLD AND DETACH HERE

YOUR VOTE IS IMPORTANT

PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
24

LINCOLN ELECTRIC HOLDINGS, INC.
PLEASE MARK DIRECTIONS IN BOXES IN THE FOLLOWING MANNER USING DARK INK
ONLY. LOGO

FOR
FOR WITHHELD ALL
1. ELECTION OF DIRECTORS -- ALL ALL EXCEPT
See Reverse Side.
For, except vote withheld from the following nominee(s):
[ ] [ ] [ ]
---------------------------------------------------------

2. RATIFICATION OF INDEPENDENT AUDITORS FOR AGAINST ABSTAIN
[ ] [ ] [ ]

CHANGE OF ADDRESS [ ]

THE BOARD OF DIRECTORS
RECOMMENDS A VOTE "FOR" ITEMS
1 AND 2.

In their discretion, the
Proxies are authorized to
vote upon such other business
as may properly come before
this meeting.

Dated: , 1999
-----------------

Signature(s)
-----------------

-----------------------------
NOTE: Please sign exactly as
name appears printed hereon.
Joint owners should each
sign. When signing as
attorney, executor,
administrator, trustee or
guardian, please give full
title as such.

................................................................................

FOLD AND DETACH HERE

YOUR VOTE IS IMPORTANT

PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
25

THE LINCOLN ELECTRIC COMPANY
EMPLOYEE SAVINGS PLAN
VOTING DIRECTION FORM FOR 1999 ANNUAL MEETING OF
SHAREHOLDERS OF LINCOLN ELECTRIC HOLDINGS, INC.

COMMON SHARES

ELECTION OF DIRECTORS FOR TERM ENDING 2002:

NOMINEES: Harry Carlson
Thomas A. Corcoran
David H. Gunning
Edward E. Hood, Jr.
Paul E. Lego

THIS VOTING DIRECTION FORM, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED PARTICIPANT OR BENEFICIARY.
[SEE REVERSE SIDE]

...............................................................................

FOLD AND DETACH HERE (SEE REVERSE SIDE)

LINCOLN ELECTRIC HOLDINGS, INC.
PLEASE MARK DIRECTIONS IN BOXES IN THE FOLLOWING MANNER USING DARK INK
ONLY. LOGO

FOR WITHHELD FOR ALL
ALL ALL EXCEPT FOR AGAINST ABSTAIN
[ ] [ ] [ ] [ ] [ ] [ ]

1. ELECTION OF DIRECTORS -- 2. RATIFICATION OF INDEPENDENT
See Reverse Side. AUDITORS
For, except vote withheld
from the following nominee(s):

_____________________________ THE BOARD OF DIRECTORS
RECOMMENDS A VOTE "FOR" ITEMS
1 AND 2.

In its discretion, the
Trustee of the Employee
Savings Plan is authorized to
vote upon such other business
as may properly come before
this meeting.

Dated: ________________, 1999

Signature(s) __________________

NOTE: Please return this
voting direction form in the
enclosed envelope for receipt
by 5:00 p.m., Eastern Standard
Time,April 27, 1999. No postage
is required if mailed in the
United States.

...............................................................................

FOLD AND DETACH HERE

YOUR VOTE IS IMPORTANT

PLEASE VOTE, SIGN, DATE AND RETURN THIS VOTING DIRECTION FORM
PROMPTLY USING THE ENCLOSED ENVELOPE.