SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3030
April 29, 2010
  VIA U.S. MAIL AND FAX (216) 486-1751

 Mr. Vincent K. Petrella Senior Vice President, Chief Fi nancial Officer and Treasurer
Lincoln Electric Holdings, Inc. 22801 St. Clair Avenue Cleveland, Ohio 44117
 Re: Lincoln Electric Holdings, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2009
  Filed February 22, 2010
File No. 000-1402
Dear Mr. Petrella:
We have reviewed your filings and have the following comments.  Where
indicated, we think you should re vise your documents in response to these comments.  If
you disagree, we will consider your explanation as to why our comments are inapplicable
or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Vincent Petrella
Lincoln Electric Holdings, Inc.
April 29, 2010 Page 2  Form 10-K for the year ended December 31, 2009

 Customers, page 2

1. Please ensure that your disclosure in applicab le future filings cons istently and clearly
addresses the extent to which your business, including each segm ent, is seasonal.  In this
regard, you state on page 3 that your “busine ss is not seasonal,” which appears to be
inconsistent with managements’ statement in  your 4th quarter earnings call that “typically
our fourth-quarter sales are c onsiderably weaker than our th ird quarter.”  Please refer to
Items 101(c)(1)(v) of Regulation S-K and, as app licable to future filings, Instruction 5 to
Item 303(b) of Regulation S-K.
 Item 7.  Management’s Discussion and Analysis . . ., page 13

 2009 Compared to 2008, page 15

2. In applicable future filings, please expand the comparative disclosure you provide regarding your results of operation to explain the reas ons underlying the changes you
note.  For example, in future filings, please expand to disclose the causes for the increases or decreases to price and volume.  For ex ample, did prices and volume decrease as a
result of decreased demand?  Did you implem ent price increases fo r your products and, if
so, what impact did those increase have?
 Item 10.  Directors, Executive Officer s and Corporate Governance, page 35

3. We note the statement on page 21 of your definitive proxy statement that you have
satisfied disclosure requirements regarding amendments and waivers from your Code of
Corporate Conduct and Ethics by posting such  information on your website.  Please tell
us how you satisfied the disclosure requirement s you mention.  Provide us with copies of
the material you posted.

Item 11. Executive Compensation, page 35

4. We note the disclosure on pages 30 and 31 of  your definitive proxy statement regarding
the services provided by and fees paid to Towers Watson.  Please tell us, and revise
future filings to clarify, whether the decision to engage Towers Watson for the
“additional services” was made or recommended by management.

5. Your disclosure on page 31 of your definitiv e proxy statement that Towers Watson “will
continue” to provide executive compensation and other services to management implies
that it provided such services during 2009.  If s o, please tell us and revise future filings to
clarify why the services provided to management  and fees paid for those services are not
included in your disclosure.  Refer to Item  407(e)(3)(iii) of Regulation S-K.

Mr. Vincent Petrella
Lincoln Electric Holdings, Inc.
April 29, 2010 Page 3  Financial Statements, page F-1

 Report of Independent Registered Public Accounting Firm, page F-1

6. We note that your auditors’ reports on both your  financial statements and internal control
over financial reporting did not indicate the lo cation of the audit firm  that performed the
audit.  Please amend your December 31, 2009 Form 10-K to include auditor reports that indicate the city and state wher e the reports were issued.  Refer to the guidance at Rule 2-
02(a) of Regulation S-X.

 Notes to Consolidated Financial Statements, page F-8

 Note 1 – Significant Accounting Policies, page F-8

 Revenue Recognition, page F-11

7. We see your disclosure that revenue is r ecognized when the risks and rewards of
ownership and title to the product have tran sferred to the custom er and in accordance
with shipping terms, which is generally at  the point of shipment. Please tell us and
expand future filings, including any amendmen ts, to describe your revenue recognition
policy in greater detail.  For example, to  the extent that your policies differ among
customer categories and among the various ma rketing venues used by the Company, i.e.
distributors and reseller, pleas e include a detail discussion of such policies in this
footnote. Also, if your revenue recognition polic ies vary in different parts of the world
those policies should be discusse d.  Finally, provide details of  discounts, return policies,
post shipment obligations, customer acceptance,  warranties, credits, rebates, and price
protection or similar privileges and how they impact revenue recognition.

8. In this regard, we noted on page 2 that you are both a manufacturer and reseller of
welding and cutting products. Please explain your related revenue recognition policies
separately for those products that you manufacture and those th at you resell and the
impact on your accounting and presentation for revenues of reselling vs. manufacturing
transactions.
 Note 3 – Segment Information, page F-17

9. We see that you present EBIT and EBIT, as ad justed for Special Items as part of your
table. Please tell us why you believe this pres entation complies with th e guidance in Item
10(e) of Regulation S-K and Question 102.09 of the Staff’s Non-GAAP Financial
Measures Compliance and Disclosure In terpretations dated January 15, 2010.

Mr. Vincent Petrella
Lincoln Electric Holdings, Inc.
April 29, 2010 Page 4  Note 4 – Rationalization and A sset Impairments, page F-21

10. We see your disclosure that the fair values of  impaired long lived assets were determined
primarily by third party appraisal. Please tell us and revise future filings, including any amendments, to clarify the nature and extent  of the third party appraiser’s involvement
and management’s reliance on the work of th e independent appraisers.  Please refer to
Question 141.02 of the Compliance and Disclo sure Interpretations on Securities Act
Sections, which can be found at
http://www.sec.gov/divisions/cor pfin/guidance/sasinterp.htm  and which would be
applicable to the extent your Form 10-K is incorporated by referen ce into any registration
statement.

Note 8 – Retirement Annuity and Guarant eed Continuous Employment Plans, page F-27

11. We note that your “amortization of net loss” component of pension costs was
approximately $25 million in fiscal 2009, which is a significant increase from fiscal
2008.  Please tell us why there was such a significant increase in  the current year
amortization and revise future filings to e xplain any significant ch anges in your pension
costs
 Certifications, Exhibit 31

12. In future filings, including any amendments, please revise the certifications to present
them in the exact form as set forth in Item  601(b)(31) of Regulation S-K.  For example,
remove the title of the certifying officer from the first sentence.  Also remove the name of the registrant from the same sentence since it is already included in paragraph 1 of the
certification.

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter that keys your responses to our comments and provides any requested
information.  Detailed cover le tters greatly facilitate our re view.  Please understand that
we may have additional comments after re viewing your responses to our comments.
  We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Mr. Vincent Petrella
Lincoln Electric Holdings, Inc. April 29, 2010 Page 5
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
 ‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
 ‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

 You may contact Julie Sherma n, Staff Accountant, at (202)  551-3640 or me at (202) 551-
3603 if you have any questions regarding commen ts on the financial statements and related
matters.  Please contact Geo ff Kruczek, Staff Attorney, at (202) 551-3641 or Jay Mumford,
Reviewing Attorney, at (202) 551- 3637 if you have questions on any other comments.  In this
regard, do not hesitate to contact Jeff Jaram illo, Accounting Branch Ch ief, at (202) 551-3212.
          S i n c e r e l y ,                     J a y  W e b b          Reviewing Accountant