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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                      
   
                                 FORM 10-Q/A

                               AMENDMENT NO. 1
    

(Mark One)

[x]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the quarterly period ended         June 30, 1997                           
                               ------------------------------------------------

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from                         to  
                               -----------------------     ---------------------

                         Commission file number 0-23378
                                                -------

                        Thermadyne Holdings Corporation
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             (Exact Name of Registrant as Specified in Its Charter)


        Delaware                                              74-2482571
(State or Other Jurisdiction                              (I.R.S. Employer
of Incorporation or Organization)                         Identification No.)
                                         
101 S. Hanley, St. Louis, MO                                    63105       
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(Address of Principal Executive Offices)                     (Zip Code)


Registrant's Telephone Number, Including Area Code       314/721-5573         
                                                    ---------------------------

         Indicate by X whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.         Yes   [ X ]        No [  ]

         Indicate by check mark whether the registrant has filed all documents
and reports required to be  filed by Section 12, 13 or 15 (d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.                             Yes   [ X ]        No [  ]

         The number of shares outstanding of the issuer's common stock, par
value $0.01 per share, as of July 22, 1997, was 11,091,322.



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                                   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 thereunto duly authorized.


                                        THERMADYNE HOLDINGS CORPORATION




                                        By:   /s/ Randall E. Curran         
                                            -----------------------------------
                                                  Randall E. Curran
                                          Chairman of the Board, President and
                                                Chief Executive Officer
                                             (Principal Executive Officer)



                                        By:   /s/ James H. Tate                
                                            -----------------------------------
                                                  James H. Tate
                                             Senior Vice President &
                                             Chief Financial Officer
                                             (Principal Financial and
                                               Accounting Officer)





   
Date:  July 31, 1997                                           
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