UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G/A

(Rule 13d-102)

(Amendment No. 1)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

Thermadyne Holdings Corporation

(Name of Issuer)

Units, each consisting of one share of Common Stock, $0. 01 par value

(Title of Class of Securities)

883435307

(CUSIP Number)

January 24, 2008

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

CUSIP No. 883435307

13G/A

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Yaupon Partners L.P. 04-3429603
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*			(a) x (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 1,046,484
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 1,046,484
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,046,484
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*			o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.8%
12	TYPE OF REPORTING PERSON* PN

*SEE INSTRUCTIONS BEFORE FILLING OUT

CUSIP No. 883435307

13G/A

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Lakeway Capital Management, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*			(a) x (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 1,685,160
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 1,685,160
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,685,160
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*			o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 12.6%
12	TYPE OF REPORTING PERSON* IA

*SEE INSTRUCTIONS BEFORE FILLING OUT

CUSIP No. 883435307

13G/A

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Robert Lietzow
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*			(a) x (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 1,784,160
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 1,784,160
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,784,160
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*			o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 13.4%
12	TYPE OF REPORTING PERSON* IN

*SEE INSTRUCTIONS BEFORE FILLING OUT

SCHEDULE 13G/A

Item 1(a)

Name of Issuer.

Thermadyne Holdings Corporation

Item 1(b)

Address of Issuer’s Principal Executive Offices.

16052 Swingley Ridge Road, Suite 300

Chesterfield, MO 63017

Item 2(a)

Name of Person Filing.

Item 2(b)

Address of Principal Business Office.

Item 2(c)

Citizenship.

This Amendment No. 1 to Schedule 13G is being filed by Yaupon Partners, L.P. whose principal office is located at 840 Apollo Street, Suite 223, El Segundo, California 90245. Yaupon Partners, L.P. may be deemed to have sole power to vote and dispose of the 1,046,484 shares of Common Stock held of record by it. Lakeway Capital Management, LLC (“Lakeway”) whose principal office is located at 840 Apollo Street, Suite 223, El Segundo, California 90245, is an investment adviser registered with the State of California and is the general partner of and acts as investment manager to Yaupon Partners, L.P. (“Yaupon Partners”) and Yaupon Partners II, L.P. (“Yaupon Partners II”) and the investment manager of Yaupon Fund Ltd. (“Yaupon Fund”). Thus, Lakeway may be deemed to have sole power to vote and dispose of a total of the 1,046,484 shares of Common Stock, 89,651 shares of Common Stock and 549,026 shares of Common Stock held of record by Yaupon Partners, Yaupon Partners II and Yaupon Fund respectively. Robert Lietzow, whose address is 840 Apollo Street, Suite 223, El Segundo, California 90245, as sole manager and sole member of Lakeway Capital Management, LLC may be deemed to have sole power with respect to 1,685,160 shares of Common Stock managed by Lakeway Capital Management, LLC. Lakeway Capital Management, LLC and Robert Lietzow hereby disclaim beneficial ownership of, the foregoing shares. Additionally, Robert Lietzow directly holds 99,000 shares of Common Stock.

Item 2(d)

Title of Class of Securities.

Common stock, $0.01 par value (the “Common Stock”).

Item 2(e)

CUSIP Number.

883435307

Item 3

Reporting Person.

The person filing is not listed in Items 3(a) through 3(j).

Item 4

Ownership.

Yaupon Partners, L.P.

(a)	Amount beneficially owned:

1,046,484

(b)	Percent of class:

7.8%

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

(i)

Sole power to vote or to direct the vote

1,046,484

(ii)

Shared power to vote or to direct the vote

(iii)

Sole power to dispose or to direct the disposition of

1,046,484

(iv)

Shared power to dispose or to direct the disposition of

Lakeway Capital Management, LLC

(a)	Amount beneficially owned:

1,685,160

(b)	Percent of class:

12.6%

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

(i)

Sole power to vote or to direct the vote

1,685,160

(ii)

Shared power to vote or to direct the vote

(iii)

Sole power to dispose or to direct the disposition of

1,685,160

(iv)

Shared power to dispose or to direct the disposition of

Robert Lietzow

(a)	Amount beneficially owned:

1,784,160

(b)	Percent of class:

13.4%

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

(i)

Sole power to vote or to direct the vote

1,784,160

(ii)

Shared power to vote or to direct the vote

(iii)

Sole power to dispose or to direct the disposition of

1,784,160

(iv)

Shared power to dispose or to direct the disposition of

Item 5

Ownership of Five Percent or Less of a Class.

Inapplicable.

Item 6

Ownership of More Than Five Percent on Behalf of Another Person.

Inapplicable.

Item 7

Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.

Inapplicable.

Item 8

Identification and Classification of Members of the Group.

Inapplicable.

Item 9

Notice of Dissolution of Group.

Inapplicable.

Item 10

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: January 28, 2008

	Yaupon Partners, L.P.

	By:	Lakeway Capital Management, LLC, its general partner

	By:	/s/ Robert Lietzow
		Name: Robert Lietzow
		Title: Managing Member


	Lakeway Capital Management, LLC

	By:	/s/ Robert Lietzow
		Name: Robert Lietzow
		Title: President


	Robert Lietzow

	By:	/s/ Robert Lietzow
		Name: Robert Lietzow

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, par value $0.01 per share, of Thermadyne Holdings Corporation, a Delaware corporation, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of January 28, 2008.

	Yaupon Partners, L.P.

	By:	Lakeway Capital Management, LLC, its general partner

	By:	/s/ Robert Lietzow
		Name: Robert Lietzow
		Title: Managing Member


	Lakeway Capital Management, LLC

	By:	/s/ Robert Lietzow
		Name: Robert Lietzow
		Title: President


	Robert Lietzow

	By:	/s/ Robert Lietzow
		Name: Robert Lietzow