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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549


                                    FORM T-1

                                   ----------

                       STATEMENT OF ELIGIBILITY UNDER THE
                        TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                Check if an Application to Determine Eligibility
                   of a Trustee Pursuant to Section 305(b)(2)



                      STATE STREET BANK AND TRUST COMPANY
               (Exact name of trustee as specified in its charter)

                Massachusetts                                04-1867445
     (Jurisdiction of incorporation or                    (I.R.S. Employer
 organization if not a U.S. national bank)                 Identification No.)


            225 Franklin Street, Boston, Massachusetts    02110
             (Address of principal executive offices)   (Zip Code)


  Maureen Scannell Bateman, Esq. Executive Vice President and General Counsel
                225 Franklin Street, Boston, Massachusetts 02110
                                 (617) 654-3253
            (Name, address and telephone number of agent for service)

               (THERMADYNE MFG. LLC AND THERMADYNE CAPITAL CORP.)
               (Exact name of obligor as specified in its charter)

           DELAWARE                                   74-2878452 & 74-2878453
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                           Identification No.)

                        (101 SOUTH HANLEY ROAD SUITE 300
                              ST. LOUIS, MO 63105)
              (Address of principal executive offices) (Zip Code)


                  (9 7/8% SENIOR SUBORDINATED NOTES DUE 2008)
                         (Title of indenture securities)


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                                    GENERAL

Item 1.   General Information.

          Furnish the following information as to the trustee:

     (a)  Name and address of each examining or supervisory authority to which
          it is subject.

               Department of Banking and Insurance of The Commonwealth of 
               Massachusetts, 100 Cambridge Street, Boston, Massachusetts.

               Board of Governors of the Federal Reserve System, Washington, 
               D.C. 

     (b)  Whether it is authorized to exercise corporate trust powers.

               Trustee is authorized to exercise corporate trust powers.

Item 2.   Affiliations with Obligor.

          If the Obligor is an affiliate of the trustee, describe each such
          affiliation.                                                        

               The obligor is not an affiliate of the trustee or of its parent,
               State Street Corporation.

               (See note on page 2).

Item 3. through Item 15.      Not applicable.

Item 16.  List of Exhibits.

          List below all exhibits filed as part of this statement of
          eligibility.

          1.   A copy of the articles of association of the trustee as now in
          effect.

               A copy of the Articles of Association of the trustee, as now in
               effect, is on file with the Securities and Exchange Commission
               as Exhibit 1 to Amendment No. 1 to the Statement of Eligibility
               and Qualification of Trustee (Form T-1) filed with the
               Registration Statement of Morse Shoe, Inc. (File No. 22-17940)
               and is incorporated herein by reference thereto.

          2.   A copy of the certificate of authority of the trustee to
          commence business, if not contained in the articles of association.

               A copy of a Statement from the Commissioner of Banks of
               Massachusetts that no certificate of authority for the trustee to
               commence business was necessary or issued is on file with 
               Securities and Exchange Commission as Exhibit 2 to Amendment No.
               1 to the Statement of Eligibility and Qualification of Trustee 
               (Form T-1) filed with the Registration Statement of Morse Shoe, 
               Inc. (File No. 22-17940) and is incorporated herein by reference
               thereto.

          3.   A copy of the authorization of the trustee to exercise corporate
          trust powers, if such authorization is not contained in the documents
          specified in paragraph (1) or (2), above.

               A copy of the authorization of the trustee to exercise corporate
               trust powers is on file with the Securities and Exchange 
               Commission as Exhibit 3 to Amendment No. 1 to the Statement of 
               Eligibility and Qualification of Trustee (Form T-1) filed with 
               the Registration Statement of Morse Shoe, Inc.(File No. 22-17940)
               and is incorporated herein by reference thereto.

          4.   A copy of the existing by-laws of the trustee, or instruments
          corresponding thereto.

               A copy of the by-laws of the trustee, as now in effect, is on
               file with the Securities and Exchange Commission as Exhibit 4 
               to the Statement of Eligibility and Qualification of Trustee 
               (Form T-1) filed with the Registration Statement of Eastern 
               Edison Company (File No. 33-37823) and is incorporated herein by
               reference thereto.



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     5.   A copy of each indenture referred to in Item 4. if the obligor is in
default.

               Not applicable.

     6.   The consents of United States institutional trustees required by
Section 321(b) of the Act.

               The consent of the trustee required by Section 321(b) of the Act
               is annexed hereto as Exhibit 6 and made a part hereof.

     7.   A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or examining authority.

               A copy of the latest report of condition of the trustee
               published pursuant to law or the requirements of its supervising
               or examining authority is annexed hereto as Exhibit 7 and made a
               part hereof.


                                     NOTES

     In answering any item of this Statement of Eligibility which relates to
matters peculiarly within the knowledge of the obligor or any underwriter for
the obligor, the trustee has relied upon information furnished to it by the
obligor and the underwriters, and the trustee disclaims responsibility for
the accuracy or completeness of such information

     The answer furnished to Item 2. of this statement will be amended, if
necessary, to reflect any facts which differ from those stated and which would
have been required to be stated if known at the date hereof.

                                   SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, State Street Bank and Trust Company, a corporation
organized and existing under the laws of The Commonwealth of Massachusetts, has
duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of Boston and The
Commonwealth of Massachusetts, on the (JULY 13, 1998).

                                             STATE STREET BANK AND TRUST COMPANY
                    
                                             By: /s/ Steven Cimalore
                                             NAME: STEVEN CIMALORE
                                             TITLE: VICE PRESIDENT




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                                   EXHIBIT 6

                             CONSENT OF THE TRUSTEE

         Pursuant to the requirements of Section 321(b) of the Trust Indenture
Act of 1939, as amended, in connection with the proposed issuance by Thermadyne
Mfg. LLC and Thermadyne Capital Corp. of its 9 7/8% Senior Subordinated Notes
Due 2008, we hereby consent that reports of examination by Federal, State,
Territorial or District authorities may be furnished by such authorities to the
Securities and Exchange Commission upon request therefor.

                                             STATE STREET BANK AND TRUST COMPANY

                                             By:/s/ Steven Cimalore
                                             NAME: STEVEN CIMALORE
                                             TITLE: VICE PRESIDENT

Dated: July 13, 1998


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                                   EXHIBIT 7

Consolidated Report of Condition of State Street Bank and Trust Company,
Massachusetts and foreign and domestic subsidiaries, a state banking
institution organized and operating under the banking laws of this commonwealth
and a member of the Federal Reserve System, at the close of business March 31,
1998, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act and in
accordance with a call made by the Commissioner of Banks under General Laws,
Chapter 172, Section 22(a).

<TABLE>
<CAPTION>
                                                                                   Thousands of
ASSETS                                                                             Dollars 
<S>                                                                                <C>
Cash and balances due from depository institutions:
          Noninterest-bearing balances and currency and coin..................... $ 1,144,309
          Interest-bearing balances..............................................   9,914,704
Securities.......................................................................  10,062,052 
Federal funds sold and securities purchased 
          under agreements to resell in domestic offices 
          of the bank and its Edge subsidiary....................................   8,073,970 
Loans and lease financing receivables: 
          Loans and leases, net of unearned income......  6,433,627 
          Allowance for loan and lease losses...........     88,820
          Allocated transfer risk reserve...............          0 
          Loans and leases, net of unearned income and allowances................   6,344,807 
Assets held in trading accounts..................................................   1,117,547 
Premises and fixed assets........................................................     453,576 
Other real estate owned..........................................................         100 
Investments in unconsolidated subsidiaries.......................................      44,985 
Customers' liability to this bank on acceptances outstanding.....................      66,149 
Intangible assets................................................................     263,249 
Other assets.....................................................................   1,066,572 
                                                                                  -----------

Total assets..................................................................... $38,552,020
                                                                                  ===========
<CAPTION>

LIABILITIES

Deposits:
          In domestic offices.................................................... $ 9,266,492
                    Noninterest-bearing................   6,824,432
                    Interest-bearing...................   2,442,060
          In foreign offices and Edge subsidiary.................................  14,385,048
                    Noninterest-bearing................      75,909
                    Interest-bearing...................  14,309,139
Federal funds purchased and securities sold under
          agreements to repurchase in domestic offices of
          the bank and of its Edge subsidiary....................................   9,949,994
Demand notes issued to the U.S. Treasury and Trading Liabilities.................     171,783
Trading liabilities..............................................................   1,078,189

Other borrowed money.............................................................     406,583
Subordinated notes and debentures................................................           0
Bank's liability on acceptances executed and outstanding.........................      66,149
Other liabilities................................................................     878,947

Total liabilities................................................................  36,203,185
                                                                                  ===========

EQUITY CAPITAL
Perpetual preferred stock and related surplus....................................           0
Common stock.....................................................................      29,931
Surplus..........................................................................     450,003
Undivided profits and capital reserves/Net unrealized holding gains (losses).....   1,857,021
Net unrealized holding gains (losses) on available-for-sale securities...........      18,136
Cumulative foreign currency translation adjustments..............................      (6,256)
Total equity capital.............................................................   2,348,835
                                                                                   ----------

Total liabilities and equity capital............................................. $38,552,020
                                                                                  ===========
</TABLE>


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I, Rex S. Schuette, Senior Vice President and Comptroller of the above named
bank do hereby declare that this Report of Condition has been prepared in
conformance with the Instructions issued by the Board of Governors of the
Federal Reserve System and is true to the best of my knowledge and belief.

                                            Rex S. Schuette

We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.

                                            David A. Spina
                                            Marshall N. Carter
                                            Truman S. Casner


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