UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2 )*
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THERMADYNE HOLDINGS CORPORATION
- - -----------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
- - -----------------------------------------------------------------
(Title of Class of Securities)
88343510
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(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
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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
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Name:
Title:
