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                                                                     EXHIBIT 3.1


                          (DELAWARE LOGO APPEARS HERE)

         I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE,
DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED
CERTIFICATE OF "THERMADYNE HOLDINGS CORPORATION", FILED IN THIS OFFICE ON THE
TWENTY-THIRD DAY OF MAY, A.D. 2003, AT 12:29 O'CLOCK P.M.

         A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.

(SEAL)

                                                       /s/ HARRIET SMITH WINDSOR
                                                       -------------------------
                                                       Harriet Smith Windsor,
                                                       Secretary of State

2134325  8100                                            AUTHENTICATION: 2443239
030338740                                                         DATE: 05-29-03

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                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                         THERMADYNE HOLDINGS CORPORATION

         Thermadyne Holdings Corporation, a corporation organized and existing
under the General Corporation Law of the State of Delaware (the "Corporation"),
does hereby certify as follows:

         A. The name under which the Corporation was originally incorporated is
Palco Acquisition Corp. and the date of filing the original Certificate of
Incorporation of the Corporation with the Secretary of the State of Delaware was
August 7, 1987.

         B. This Amended and Restated Certificate of Incorporation has been duly
adopted in accordance with Sections 242, 245 and 303 of the General Corporation
Law of the State of Delaware (the "DGCL") to put into effect and carry out the
First Amended and Restated Joint Plan of Reorganization under Chapter 11 of the
Bankruptcy Code of Thermadyne Holdings Corporation, et al., as confirmed on
April 3, 2003 by order of the United States Bankruptcy Court for the Eastern
District of Missouri, Eastern Division.

         C. The Certificate of Incorporation of the Corporation, as amended and
restated hereby, shall, upon its filing with the Secretary of State of the State
of Delaware, read in its entirety as follows:

         FIRST: The name of the Corporation is Thermadyne Holdings Corporation.

         SECOND: The registered office of the Corporation in the State of
Delaware is located at Corporation Trust Center, 1209 Orange Street, in the City
of Wilmington, County of New Castle. The name of the registered agent of the
Corporation at such address is The Corporation Trust Company.

         THIRD: The purpose for which the Corporation is organized is to engage
in any and all lawful acts and activity for which corporations may be organized
under the DGCL. The Corporation will have perpetual existence.

         FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is 30,000,000 shares of capital stock, classified as (i)
5,000,000 shares of preferred stock, par value $.01 per share ("Preferred
Stock"), and (ii) 25,000,000 shares of common stock, par value $.01 per share
("Common Stock").

         The designations and the powers, preferences, rights, qualifications,
limitations, and restrictions of the Preferred Stock and Common Stock are as
follows:

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         1. Provisions Relating to the Preferred Stock.

            (a) The Preferred Stock may be issued from time to time in one or
more classes or series, the shares of each class or series to have such
designations and powers, preferences, and rights, and qualifications,
limitations, and restrictions thereof, as are stated and expressed herein and in
the resolution or resolutions providing for the issue of such class or series
adopted by the board of directors of the Corporation as hereafter prescribed.

            (b) Authority is hereby expressly granted to and vested in the board
of directors of the Corporation to authorize the issuance of the Preferred Stock
from time to time in one or more classes or series, and with respect to each
class or series of the Preferred Stock, to fix and state by the resolution or
resolutions from time to time adopted providing for the issuance thereof the
following:

                        (i) whether or not the class or series is to have voting
            rights, full, special, or limited, or is to be without voting
            rights, and whether or not such class or series is to be entitled to
            vote as a separate class either alone or together with the holders
            of one or more other classes or series of stock;

                        (ii) the number of shares to constitute the class or
            series and the designations thereof;

                        (iii) the preferences, and relative, participating,
            optional, or other special rights, if any, and the qualifications,
            limitations, or restrictions thereof, if any, with respect to any
            class or series;

                        (iv) whether or not the shares of any class or series
            shall be redeemable at the option of the Corporation or the holders
            thereof or upon the happening of any specified event, and, if
            redeemable, the redemption price or prices (which may be payable in
            the form of cash, notes, securities, or other property), and the
            time or times at which, and the terms and conditions upon which,
            such shares shall be redeemable and the manner of redemption;

                        (v) whether or not the shares of a class or series shall
            be subject to the operation of retirement or sinking funds to be
            applied to the purchase or redemption of such shares for retirement,
            and, if such retirement or sinking fund or funds are to be
            established, the annual amount thereof, and the terms and provisions
            relative to the operation thereof;

                        (vi) the dividend rate, whether dividends are payable in
            cash, stock of the Corporation, or other property, the conditions
            upon which and the times when such dividends are payable, the
            preference to or the relation to the payment of dividends payable on
            any other class or classes or series of stock, whether or not such
            dividends shall be cumulative or

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            noncumulative, and if cumulative, the date or dates from which such
            dividends shall accumulate;

                        (vii) the preferences, if any, and the amounts thereof
            which the holders of any class or series thereof shall be entitled
            to receive upon the voluntary or involuntary dissolution of, or upon
            any distribution of the assets of, the Corporation;

                        (viii) whether or not the shares of any class or series,
            at the option of the Corporation or the holder thereof or upon the
            happening of any specified event, shall be convertible into or
            exchangeable for, the shares of any other class or classes or of any
            other series of the same or any other class or classes of stock,
            securities, or other property of the Corporation and the conversion
            price or prices or ratio or ratios or the rate or rates at which
            such exchange may be made, with such adjustments, if any, as shall
            be stated and expressed or provided for in such resolution or
            resolutions; and

                        (ix) such other special rights and protective provisions
            with respect to any class or series as may to the board of directors
            of the Corporation seem advisable.

            (c) The shares of each class or series of the Preferred Stock may
vary from the shares of any other class or series thereof in any or all of the
foregoing respects. The board of directors of the Corporation may increase the
number of shares of the Preferred Stock designated for any existing class or
series by a resolution adding to such class or series authorized and unissued
shares of the Preferred Stock not designated for any other class or series. The
board of directors of the Corporation may decrease the number of shares of the
Preferred Stock designated for any existing class or series by a resolution
subtracting from such class or series authorized and unissued shares of the
Preferred Stock designated for such existing class or series, and the shares so
subtracted shall become authorized, unissued, and undesignated shares of the
Preferred Stock.

         2. Provisions Relating to the Common Stock.

            (a) Each share of Common Stock of the Corporation shall have
identical rights and privileges in every respect. The holders of shares of
Common Stock shall be entitled to vote upon all matters submitted to a vote of
the stockholders of the Corporation and shall be entitled to one vote for each
share of Common Stock held.

            (b) Subject to the prior rights and preferences, if any, applicable
to shares of the Preferred Stock or any series thereof, the holders of shares of
the Common Stock shall be entitled to receive such dividends (payable in cash,
stock, or otherwise) as may be declared thereon by the board of directors at any
time and from time to time out of any funds of the Corporation legally available
therefor.

            (c) In the event of any voluntary or involuntary liquidation,
dissolution, or winding-up of the Corporation, after distribution in full of the
preferential

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amounts, if any, to be distributed to the holders of shares of the Preferred
Stock or any series thereof, the holders of shares of the Common Stock shall be
entitled to receive all of the remaining assets of the Corporation available for
distribution to its stockholders, ratably in proportion to the number of shares
of the Common Stock held by them. A liquidation, dissolution, or winding-up of
the Corporation, as such terms are used in this Paragraph (c), shall not be
deemed to be occasioned by or to include any consolidation or merger of the
Corporation with or into any other corporation or corporations or other entity
or a sale, lease, exchange, or conveyance of all or a part of the assets of the
Corporation.

         3. Provisions Relating to Non-Voting Stock. Notwithstanding any other
provision contained herein to the contrary, the Corporation shall not issue
nonvoting equity securities; provided, such prohibition on the issuance of
nonvoting securities shall have no force and effect except to the extent and for
so long as Section 1123 of the Bankruptcy Code is applicable to the Corporation.

         4. General.

            (a) Subject to the foregoing provisions of this Certificate of
Incorporation, the Corporation may issue shares of its Preferred Stock and
Common Stock from time to time for such consideration (not less than the par
value thereof) as may be fixed by the board of directors of the Corporation,
which is expressly authorized to fix the same in its absolute and uncontrolled
discretion subject to the foregoing conditions. Shares so issued for which the
consideration shall have been paid or delivered to the Corporation shall be
deemed fully paid stock and shall not be liable to any further call or
assessment thereon, and the holders of such shares shall not be liable for any
further payments in respect of such shares.

            (b) The Corporation shall have authority to create and issue rights
and options entitling their holders to purchase shares of the Corporation's
capital stock of any class or series or other securities of the Corporation, and
such rights and options shall be evidenced by instrument(s) approved by the
board of directors of the Corporation. The board of directors of the Corporation
shall be empowered to set the exercise price, duration, times for exercise, and
other terms of such options or rights; provided, however, that the consideration
to be received for any shares of capital stock subject thereto shall not be less
than the par value thereof

            FIFTH: Directors of the Corporation need not be elected by written
ballot unless the bylaws of the Corporation otherwise provide.

            SIXTH: The directors of the Corporation shall have the power to
adopt, amend, and repeal the bylaws of the Corporation.

            SEVENTH: No contract or transaction between the Corporation and one
or more of its directors, officers, or stockholders or between the Corporation
and any person (as used herein "person" means other corporation, partnership,
association, firm, trust, joint venture, political subdivision, or
instrumentality) or other organization in

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which one or more of its directors, officers, or stockholders are directors,
officers, or stockholders, or have a financial interest, shall be void or
voidable solely for this reason, or solely because the director or officer is
present at or participates in the meeting of the board or committee which
authorizes the contract or transaction, or solely because his, her, or their
votes are counted for such purpose, if: (i) the material facts as to his or her
relationship or interest and as to the contract or transaction are disclosed or
are known to the board of directors or the committee, and the board of directors
or committee in good faith authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested directors, even though the
disinterested directors be less than a quorum; or (ii) the material facts as to
his or her relationship or interest and as to the contract or transaction are
disclosed or are known to the stockholders entitled to vote thereon, and the
contract or transaction is specifically approved in good faith by vote of the
stockholders; or (iii) the contract or transaction is fair as to the Corporation
as of the time it is authorized, approved, or ratified by the board of
directors, a committee thereof, or the stockholders. Common or interested
directors may be counted in determining the presence of a quorum at a meeting of
the board of directors or of a committee which authorizes the contract or
transaction.

            EIGHTH: The Corporation shall indemnify any person who was, is, or
is threatened to be made a party to a proceeding (as hereinafter defined) by
reason of the fact that he or she (i) is or was a director or officer of the
Corporation or (ii) while a director or officer of the Corporation, is or was
serving at the request of the Corporation as a director, officer, partner,
venturer, proprietor, trustee, employee, agent, or similar functionary of
another foreign or domestic corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, to the
fullest extent permitted under the DGCL, as the same exists or may hereafter be
amended. Such right shall be a contract right and as such shall run to the
benefit of any director or officer who is elected and accepts the position of
director or officer of the Corporation or elects to continue to serve as a
director or officer of the Corporation while this Article EIGHTH is in effect.
Any repeal or amendment of this Article EIGHTH shall be prospective only and
shall not limit the rights of any such director or officer or the obligations of
the Corporation with respect to any claim arising from or related to the
services of such director or officer in any of the foregoing capacities prior to
any such repeal or amendment to this Article EIGHTH. Such right shall include
the right to be paid by the Corporation expenses incurred in defending any such
proceeding in advance of its final disposition to the maximum extent permitted
under the DGCL, as the same exists or may hereafter be amended. If a claim for
indemnification or advancement of expenses hereunder is not paid in full by the
Corporation within sixty (60) days after a written claim has been received by
the Corporation, the claimant may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim, and if successful in
whole or in part, the claimant shall also be entitled to be paid the expenses of
prosecuting such claim. It shall be a defense to any such action that such
indemnification or advancement of costs of defense are not permitted under the
DGCL, but the burden of proving such defense shall be on the Corporation.
Neither the failure of the Corporation (including its board of directors or any
committee thereof, independent legal counsel, or stockholders) to have made its
determination prior to the commencement of such action that indemnification of,
or advancement of costs of defense to, the claimant is permissible

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in the circumstances nor an actual determination by the Corporation (including
its board of directors or any committee thereof, independent legal counsel, or
stockholders) that such indemnification or advancement is not permissible shall
be a defense to the action or create a presumption that such indemnification or
advancement is not permissible. In the event of the death of any person having a
right of indemnification under the foregoing provisions, such right shall inure
to the benefit of his or her heirs, executors, administrators, and personal
representatives. The rights conferred above shall not be exclusive of any other
right which any person may have or hereafter acquire under any statute, by-law,
resolution of stockholders or directors, agreement, or otherwise.

            The Corporation may additionally indemnify any employee or agent of
the Corporation to the fullest extent permitted by law.

            As used herein, the term "proceeding" means any threatened, pending,
or completed action, suit, or proceeding, whether civil, criminal,
administrative, arbitrative, or investigative, any appeal in such an action,
suit, or proceeding, and any inquiry or investigation that could lead to such an
action, suit, or proceeding.

            NINTH: A director of the Corporation shall not be personally liable
to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or
knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any
transaction from which the director derived an improper personal benefit. Any
repeal or amendment of this Article NINTH by the stockholders of the Corporation
shall be prospective only, and shall not adversely affect any limitation on the
personal liability of a director of the Corporation arising from an act or
omission occurring prior to the time of such repeal or amendment. In addition to
the circumstances in which a director of the Corporation is not personally
liable as set forth in the foregoing provisions of this Article NINTH, a
director shall not be liable to the Corporation or its stockholders to such
further extent as permitted by any law hereafter enacted, including without
limitation any subsequent amendment to the DGCL.

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            IN WITNESS WHEREOF, the Corporation has caused this Amended and
Restated Certificate of Incorporation to be executed by the undersigned, duly
authorized officer of the Corporation on this 19th day of May, 2003

                                   THERMADYNE HOLDINGS
                                   CORPORATION

                                   By: /s/ PATRICIA S. WILLIAMS
                                       --------------------------------------
                                   Name:  Patricia S. Williams
                                   Title: Vice President, General Counsel and
                                          Secretary