UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                                
                                
                          SCHEDULE 13G
                                
                                
            UNDER THE SECURITIES EXCHANGE ACT OF 1934
                                
                      (AMENDMENT NO.  2 )*
                                     ---
                                
                 THERMADYNE HOLDINGS CORPORATION
- - -----------------------------------------------------------------
                        (Name of Issuer)
                                
             Common Stock, par value $.01 per share
- - -----------------------------------------------------------------
                 (Title of Class of Securities)
                                
                            88343510
              -------------------------------------
                         (CUSIP Number)
                                
Check the following box if a fee is being paid with this
statement [ ].  (A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.)  (See Rule 13d-7.)

*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.

The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).




CUSIP NO. 88343510              13G           PAGE 2 OF 4 PAGES
                                             
 1   NAME OF REPORTING PERSON
     S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
     
     WHIPPOORWILL ASSOCIATES, INC.
     13-3595884
     
     
 2   CHECK   THE  APPROPRIATE  BOX  IF  A  MEMBER  OF  A   GROUP*
     (a)[ ]
                                                       (b)[x]
     
 3   SEC USE ONLY
     
     
 4   CITIZENSHIP OR PLACE OF ORGANIZATION
     Delaware
     
                     5   SOLE VOTING POWER
    NUMBER OF            -0-
      SHARES             
   BENEFICIALLY      6   SHARED VOTING POWER
     OWNED BY            1,530,918
       EACH              
    REPORTING        7   SOLE DISPOSITIVE POWER
      PERSON             -0-
       WITH              
                     8   SHARED DISPOSITIVE POWER
                         1,530,918
                         
 9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     1,530,918
                                   
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
     CERTAIN SHARES                                       [ ]
                                   
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     14.08%
                                   
12   TYPE OF REPORTING PERSON
     IA, CO
                                   
                                
       This Amendment No. 2 amends the statement on Schedule 13G
(the "Schedule 13G") filed on April 14, 1994, as amended by
Amendment No. 1 thereto filed on February 14, 1996, by
Whippoorwill Associates, Inc., a Delaware corporation
("Whippoorwill"), with respect to the Common Stock, par value
$.01 per share (the "Common Stock"), of Thermadyne Holdings
Corporation, a Delaware corporation, beneficially owned by
clients of Whippoorwill, in the aggregate, and is being filed
pursuant to Rule 13d-2(b) under the Securities Exchange Act of
1934, as amended.  Whippoorwill and its principals disclaim any
beneficial ownership of the Common Stock owned by its clients.

       Item 4 of the Schedule 13G is amended to read in its
entirety as follows:

       Item 4.  Ownership

       (a) Amount Beneficially Owned:  1,530,918 shares

       (b) Percent of Class:  14.08%

       (c) Number of shares as to which such person has:

            (i) sole power to vote or to direct the vote:  -0-

            (ii) shared power to vote or to direct the vote:
1,530,918

            (iii) sole power to dispose or to direct the
disposition of:  -0-

            (iv) shared power to dispose or to direct the
disposition of:  1,530,918

                                
                            SIGNATURE
                            ---------
                                
       After reasonable inquiry and to the best of its knowledge
and belief, Whippoorwill Associates, Inc. certifies that the
information set forth in this statement is true, complete and
correct.


Date:  January 31, 1997

                              WHIPPOORWILL ASSOCIATES, INC.


                              By:  /s/ Pamela M. Lawrence
                                   ---------------------------
                                   Name:
                                   Title: