**EXHIBIT 31.2**

 

## **CERTIFICATIONS**

 

I, James H. Tate, certify that:

 

1.               I have reviewed this quarterly report onForm 10-Q of Thermadyne Holdings Corporation;

 

2.               Based on my knowledge, this report doesnot contain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this report;

 

3.               Based on my knowledge, the financialstatements and other financial information included in the report fairlypresent in all material respects the financial condition, results of operationsand cash flows of the registrant as of, and for, the periods presented in thereport;

 

4.               The registrant’s other certifyingofficer and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) for the registrant, and we have:

 

a)              Designed suchdisclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;

 

b)             [Paragraph omitted in accordance with SECtransition instructions contained in SEC Release 34-47986];

 

c)              Evaluated the effectiveness of theregistrant’s disclosure controls and procedures and presented in this reportour conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and

 

d)             Disclosed in this report any change in theregistrant’s internal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter that has materially affected, or isreasonably likely to materially affect, the registrant’s internal control overfinancial reporting; and

 

5.               The registrant’s other certifyingofficer and I have disclosed, based on our most recent evaluation of internalcontrol over financial reporting, to the registrant’s auditors and the auditcommittee of the registrant’s board of directors (or persons performing theequivalent functions):

 

a)              All significantdeficiencies and material weaknesses in the design or operation of internalcontrols over financial reporting which are reasonably likely to adverselyaffect the registrant’s ability to record, process, summarize and reportfinancial information; and

 

b)             Any fraud, whether ornot material, that involves management or other employees who have asignificant role in the registrant’s internal controls over financialreporting.

 

 
|                                                                                                                                  | By:    |   | /s/ James H. Tate                            |   |
|---------------------------------------------------------------------------------------------------------------------------------------|--------|--------|----------------------------------------------|--------|
|                                                                                                                                  |   |   |                                         |   |
|                                                                                                                                  |   |   | James H. Tate                                |   |
|                                                                                                                                  |   |   | Senior Vice President and                    |   |
|                                                                                                                                  |   |   | Chief Financial Officer                      |   |
|                                                                                                                                  |   |   | (Principal Financial and Accounting Officer) |   |
|                                                                                                                                  |   |   |                                         |   |
| Date:                    May  10, 2004 |

 

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