SecProbe.io

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Mail Stop 6010

      August 5, 2005

Via U.S. Mail and Facsimile to (636) 728-3010

David L. Dyckman
Executive Vice President and Chief Financial Officer
Thermadyne Holdings Corporation
16052 Swingley Ridge Road, Suite 300
Chesterfield, Missouri 63017

	Re:	Thermadyne Holdings Corporation
		Form 10-K for the year ended December 31, 2004
		Filed March 31, 2005
Forms 10-Q for the periods ended March 31, 2005
      File No. 000-23378

Dear Mr. Dyckman:

      We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents.  Where indicated, we think you should revise your
documents in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is 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 provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

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

Form 10-K for the year ended December 31, 2004

Item 7.  Management`s Discussion and Analysis of Financial
Condition
and Results of Operations

Critical Accounting Policies, page 27

Intangible Assets, page 27

1. We note that you recorded $123 million as goodwill in order to
record the excess of the Reorganization Value over identifiable
assets and that you recorded $34 million as indefinite-lived
intangible assets related to your trademark.  Please revise and
tell
us the basis for classifying the trademark as an indefinite-lived
intangible asset.
2. In light of your significant fresh-start goodwill and
intangible
assets, please tell us and revise to disclose whether your actual
results of operations are consistent with those projected in your
fresh start valuation.

Financial Statements, page F-1

Consolidated Statements of Cash Flows, page F-6

3. We note that you have foreign subsidiaries and that local
currencies are the functional currencies of these entities.
Additionally, we note that the effect of exchange rate changes on
cash has not been included as an item on the cash flow statement.
According to SFAS 95 you should determine the impact of changes in
exchange rates on cash using the computational guidance set forth
in
Example 2 to Appendix C to that Standard.  Please revise your
statement of cash flows to reflect the effects of exchange rates
in
accordance with SFAS 95 or advise.
Note 2.  Significant Accounting Policies, page F-9

Revenue Recognition, page F-9

4. We see your current revenue recognition disclosures that
revenue
is "typically recognized upon shipment to the customer," but
believe
that this policy should be more specific.  If the policies vary by
product please provide revenue recognition policies that are
product
specific.  The policies should address the extent of any customer
acceptance, installation, training or other post-shipment
obligations, rights of return, etc. and how these impact revenue
recognition.  Clarify why shipment is the appropriate point for
revenue recognition and whether the terms of shipment are FOB
shipping or destination.  In addition, provide details of whether
your revenue arrangements have multiple deliverables, since we see
on
page two of the business section that your products include
equipment, accessories and consumables, and the impact of EITF 00-
21.
5. We see on page eight that your products are sold through
distributors. Please tell us whether you offer sales incentives,
credits, discounts or price protection or have other arrangements
with these distributors or other parties.  Additionally, tell us
about the significant terms of your agreements with distributors
including payment, return, exchange and other significant matters.
Explain and support why you believe it is appropriate to recognize
revenue upon shipment of products to distributors.  Please revise
your revenue recognition policy to specifically address
transactions
with distributors.  Refer to SAB 104, SFAS 48 and EITF 01-09 as
necessary.

Note 4. Plan of Reorganization, page F-11

6. We note that you recorded goodwill of $135.9 million and other
intangibles of $79.4 million upon the adoption of fresh start
accounting.  Tell us and expand, in the footnotes and in
management`s
discussion and analysis of financial condition and results of
operations, to disclose the significant assumptions used to
determine
the $518 million reorganization value, the intangible assets value
and related goodwill.   Please expand to describe in more detail
disclosures about estimated revenues, operating expenses and cash
flows and the discount rates and other significant assumptions
applied.  Describe assumptions about anticipated conditions that
are
expected to be different from current conditions and your recent
operating history.

Note 11. Warrants, page F-22

7. In connection with the Restructuring and the settlement of the
various creditor classes in the Chapter 11 bankruptcy proceeding,
we
note that you issued three classes of warrants.  Please tell us
and
revise to disclose the fair value of the warrants issued.
Additionally, address both the method and the significant
assumptions
applied in determining the fair value.

Note 16.  Segment Information, page F-31

8. Please revise the long-lived asset disclosure to include only
tangible assets as required by paragraph 38b of SFAS 131.
Note 17.  Contingencies, page F-32

9. Please revise to provide more details of the manganese-induced
illness lawsuits, including the number of claims filed each
period,
the number of claims pending at the end of each period and the
number
of claims dismissed, settled or otherwise resolved each period.
Provide details of the estimated range of losses related to these
matters, the amounts accrued in the financial statements and the
basis for this accrual.  Clarify whether the accrual considers the
amount of any anticipated insurance or other indemnification
rights
and the basis for this.  Refer to SAB Topic 5-Y.

10. We note on page 12 that you state you have in the past and may
in
the future be named a potentially responsible party of certain
off-
site disposal sites.  Please tell us and revise to disclose if you
are presently named as a potentially responsible party (PRP).  If
you
are presently named as a PRP please clarify the number of claims
filed and the status of each of these claims.  Provide more
details
of the exposure related to the PRP sites, including the amounts
accrued related to these matters and the basis for the accrual.
Additionally, clarify the reason that you believe these matters
will
not have a significant impact on results of operations, liquidity
or
financial condition.  Please note that if there is at least a
reasonable possibility that a loss exceeding amounts already
recognized may have been incurred and the amount of that
additional
loss would be material to a decision to buy or sell your
securities
you should (a) disclose the estimated additional loss, or range of
loss, that is reasonably possible, or (b) state that such an
estimate
cannot be made. Refer to SAB Topic 5.Y. and SOP 96-1.

Form 10-Q for the period ended March 31, 2005
11. Please address the above comments in the Form 10-Q, as
applicable.

Form 8-K dated April 28, 2005

12. We reference the discussion of non-GAAP measures throughout
the
Form 8-K and the reconciliation of GAAP to non-GAAP information on
pages 7 and 9, including non-GAAP measures for operating EBITDA,
gross margin excluding depreciation and selling, general and
administrative expense excluding depreciation and severance.
Please
note that Instruction 2 to Item 2.02 of Form 8-K requires that
when
furnishing information under this item you must provide all the
disclosures required by paragraph (e)(1)(i) of Item 10 of
Regulation
S-K and Question 8 of the FAQ Regarding the Use of Non-GAAP
Financial
Measures dated June 13, 2003 for each non-GAAP measure presented.
Please revise future filings to include a discussion, in
sufficient
detail, of the following for each non-GAAP measure:
* The substantive reasons why management believes the non-GAAP
measure provides useful information to investors;

* The specific manner in which management uses the non-GAAP
measure
to conduct or evaluate its business;

* The economic substance behind management`s decision to use the
measure; and

* The material limitations associated with the use of the non-GAAP
measure as compared to the use of the most directly comparable
GAAP
measure and the manner in which management compensates for these
limitations when using the non-GAAP measure.

Please note that these disclosures are required for each measure
presented that differs from the most directly comparable GAAP
measure.  Please provide us with a sample of your proposed
disclosure.

13. In addition,  Item 10(e)(1)(i) of Regulation S-K requires that
whenever one or more non-GAAP financial measures are included in a
filing with the Commission the registrant must include a
presentation, with equal or greater prominence, of the most
directly
comparable financial measure or measures calculated and presented
in
accordance with Generally Accepted Accounting Principles (GAAP).
The
discussion of operating EBITDA focuses on the non-GAAP measures
and
does not include a discussion of similar GAAP measures with equal
or
greater prominence. Please revise future filings and provide us
with
a sample of your proposed disclosure.

*    *    *    *

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your amendment that keys your
responses to our comments and provides any requested supplemental
information.  Detailed cover letters greatly facilitate our
review.
Please file your cover letter on EDGAR.  Please understand that we
may have additional comments after reviewing your responses to our
comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	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 advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Traci Hornfeck, Staff Accountant, at (202)
824-
5565 or me at (202) 824-5264 if you have questions regarding these
comments.  In this regard, do not hesitate to contact Brian
Cascio,
Branch Chief, at (202) 942-1791.

							Sincerely,

							Lynn Dicker
							Reviewing Accountant

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Mr. David L. Dyckman
Thermadyne Holdings Corporation
August 5, 2005
Page 6

Mr. Martin Perellis
Camera Platforms International, Inc.
August 5, 2005
Page 2

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