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THERMADYNE HOLDINGS CORPORATION

16052 Swingley Ridge Road, Suite 300

Chesterfield, Missouri 63017

August 19, 2005

VIA EDGAR SUBMISSION

Securities
and Exchange Commission

Division
of Corporation Finance

Judiciary
Plaza

450
Fifth Street, N.W.

Washington,
D.C. 20549

Attention:  Traci A. Hornfeck

  Re:

  Thermadyne
  Holdings Corporation

  Annual
  Report on Form 10-K for the fiscal year ended December 31,
  2004

  Quarterly
  Report on Form 10-Q for the period ended March 31, 2005

  Form 8-K
  dated April 28, 2005

Dear Ms. Hornfeck:

This letter responds to
comments by the staff of the Securities and Exchange Commission (the “Commission”)
contained in the letter (the “Comment Letter”) dated August 5, 2005 from
Lynn Dicker, Reviewing Accountant, to David L. Dyckman, Executive Vice
President and Chief Financial Officer of Thermadyne Holdings Corporation (“Thermadyne”).  The comments (in bold type) and responses set
forth below are keyed to the numbering of the comments and the headings used in
the Comment Letter.  In response to the
Staff’s comments, and, to the extent possible we have modified our disclosures
included in our June 30, 2005 Quarterly Report on Form 10-Q
filed with the Commission on August 9, 2005.  Additionally, we intend to modify our
disclosures in our future Quarterly and Annual Reports on Form’s 10-Q and
10-K in response to the Staff’s comments.

We advise you as follows:

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.

Response:

Our trademarks are generally associated with our significant and well-established
product brands.  The product brands have
a well-recognized market presence; in many cases have been in existence and in
commerce for numerous decades.  We plan
to continue to develop, produce and

sell products under the trademarks so that the cash flows associated with our
trademarks are expected to continue indefinitely.  We also considered the product life cycle of
the products sold under the trademark, the competitive environment and trends
in demand and concluded that they support the indefinite life determination.

We have applied the provisions of SFAS No. 142 “Goodwill and Other
Intangible Assets” in our accounting treatment for these assets and, accordingly,
evaluate their remaining useful lives and test them for impairment on an annual
basis or more frequently as impairment indicators arise.  Any changes in our estimates related to these
assets and impacts to our Consolidated Financial Statements will be disclosed pursuant
to the provisions of SFAS 142.

In future filings we will expand our “Significant Accounting Policies”
disclosure to include the following:

“Our trademarks are generally associated with our significant and well-established
product brands, and cash flows associated with these products are expected to
continue indefinitely.  The Company has
placed no limit on the end of our trademarks’ useful lives.”

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.

Response:

With respect to our response to Comment 2, we respectfully refer the
Staff to the Company’s response to Comment 6.

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.

Response:

With respect to SFAS 95, and effective with our March 31, 2005 Quarterly
Report on Form 10-Q filed with the Commission on May 10, 2005,
we have prepared our Consolidated Statement of Cash Flows on a basis consistent
with the provisions of SFAS 95 and the computational guidance set forth in
Example 2 to Appendix C.  Accordingly, the
Company has included the effect of exchange rate changes as an item on the cash
flow statement for both the current period and prior period presentations.

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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.

Response:

Our terms of shipment are FOB shipping point or FOB destination.  In both cases, we recognize revenue when
persuasive evidence of an arrangement exists, delivery has occurred, the seller’s
price is determinable and collectibility is reasonably assured.  In addition, we maintain consignment
arrangements with certain of our customers and retain risks of ownership
associated with the products until the products are placed into service by the
customer.  In such cases, revenue is
recognized by the Company when the products are placed into service by the
customer and the terms of the consignment arrangements have been satisfied.

Our revenue arrangements do not contain multiple deliverables and
therefore EITF 00-21 is not applicable.

With respect to future filings, we will modify our “Significant
Accounting Policies” “Revenue Recognition” disclosure to include the following:

“We sell a majority of our products through distributors with our
standard terms of sale of FOB shipping point or FOB destination.  The Company has certain consignment
arrangements whereby revenue is recognized when products are used by the
customer from consigned stock.  Under all
circumstances, revenue is recognized when persuasive evidence of an arrangement
exists, delivery has occurred, the seller’s price is determinable and
collectibility is reasonably assured.”

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.

Response:

We generally sell our products through distributor networks and sponsor
a number of incentive programs to augment distributor sales efforts.  Included in our incentive programs are
certain

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rebate programs and sales and market share growth incentive programs.  The costs associated with our sales programs
are recorded as a reduction of revenue.

Terms of sale generally include our standard FOB shipping point terms,
60-day payment terms and standard warranties for which reserves, based
upon estimated warranty liabilities, have been recorded.  For product that is returned due to issues outside
the scope of our warranty agreements, restocking charges will generally be
assessed.

We believe it is appropriate to recognize revenue upon shipment to
distributors as the criteria of revenue recognition per the provision of SAB
104, Topic 13 have been met.
Specifically, it is our belief that it is at this point where persuasive
evidence of an arrangement exists, delivery has occurred, the seller’s price is
determinable and collectibility is reasonably assured.

With respect to SFAS 48, we believe it is appropriate to recognize
revenue upon shipment to the distributor, or in the event of consignment
arrangements, when product is placed into use as the provisions of SFAS 48,
specifically paragraph 6, have all been met.
In addition, we provide reserves for estimated product returns.

With respect to EITF 01-09, specifically as related to Issues 1
and 6 of that Abstract, consideration provided to
customers in the form of sales incentives are recorded as a reduction of
revenue and are recorded in the period earned and allocated to interim periods
based upon the revenue streams for which the sales incentives apply.

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.

Response, with respect to Comments 2 and 6:

In accordance with AICPA Statement of Position 90-7, we adopted
fresh-start accounting whereby our assets, liabilities and new capital
structure were adjusted to reflect estimated fair value at May 31,
2003.  We determined the reorganization
value through consultation with our financial advisors, by developing a range
of values using both comparable companies and net present value approaches. The
reorganization value was based in part on financial projections prepared by us
for the period 2003 through 2012.  These
projections assume a compound annual growth rate for sales of approximately
3.3% with domestic sales growing at a slightly faster pace than
international.  The projections also
assume improved profitability from continued efforts to reduce cost.  We made an allocation of the reorganization
value to our various asset classes which included certain estimates and
judgments.  Significant assumptions and
estimates used in determining the reorganization value and in the allocation of
the reorganization value to our various asset classes are as follows:

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•                  In
determining the $518 million reorganization value we applied the income
approach in order to determine return and growth rate assumptions for the
identifiable intangible assets.  The
income approach is predicated on developing either cash flow or income
projections over the useful lives of the assets, which are then discounted for
risk and time value.  Our income approach
began with the same assumptions that were used in bankruptcy court proceedings
regarding Company revenues, earnings before interest, taxes, depreciation and
amoritization and capital expenditures.
These forecasts for cash flow and income were for 2003 through 2006; for
years beyond 2006, we assumed a 3% terminal growth rate.  The resulting net cash flows were then
discounted to a present value with a discount rate of approximately 26%.

•                  Work-in-process
and finished goods inventories were recorded at their respective selling prices
less costs to complete, costs of disposal and a reasonable profit on the
selling effort, as applicable.

•                  Fixed
assets were recorded at their estimated fair value based upon management
estimates and third party appraisals.
Our estimates were based upon the market or cost approaches which
estimate value based upon market prices in actual transactions or replacement
value, respectively.

•                  Identifiable
intangible assets were recorded at their estimated fair value based upon
management estimates and third party appraisals.  Our estimates were based upon the income
approach.  Forecasts for cash flow and
income were for 2003 through 2006; for years beyond 2006, we assumed a 3%
terminal growth rate. The resulting net cash flows were then discounted to a
present value with a discount rate of approximately 26%.  For our trademarks and patents, we assumed
that 80% and 12%, respectively, of the company’s revenue is derived with the
benefit of the trademark and patent portfolios.
With regards to our customer relationships we assumed a 20 year life for
the domestic relationships and a ten year life for international relationships
and a straight line estimate for customer attrition.  The resulting net revenue was attributed to
the customer relationships as of the valuation date.

•                  The
excess of the reorganization value over identifiable assets was recorded as
goodwill.

We have provided below selected financial data derived from our audited
consolidated financial statements at December 31, 2004 (“Actual”) and
selected projected financial data from our January 17, 2003 disclosure statement
(“Projected”).  While we have provided
additional discussion related to the early years of our turnaround efforts
below, the more significant items adversely impacting our 2004 loss before
income tax provision where we anticipate improvements in future periods and
their approximate impacts are as follows: sales and marketing programs of $13
million, including rebates; price decreases and material inflation of $11
million; process improvement, including facility rationalization and
restructuring costs of $13 million; amortization of intangibles of $3 million;
and interest expense of $5 million.

Selected year ended December 31, 2004 income

statement data (in thousands)

  Projected

  Actual

  Net sales

  $

  425,000

  $

  482,619

  Operating
  income

  57,526

  8,134

  Income
  (loss) before income tax provision

  36,262

  (18,570

  )

  Net income
  (loss)

  $

  20,294

  $

  (23,977

  )

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In the early years of our turnaround efforts, several items adversely influenced
our actual results of operations as compared to our projections discussed above.  Most notably, while the Company experienced
the sales volumes higher than forecasted, the associated benefits of this
growth were offset primarily by higher materials costs, increased rebate
expense related to a distributor incentive program subsequently established
which extend through 2006, increased short-term spending associated with our
subsequent decision to consolidate two of our manufacturing operations while
also establishing a new national distribution center, unplanned incremental
investment in sales