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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
( ) Check this box if no longer subject to Section 16. Form 4 or
Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person
Talton R. Embry
c/o Magten Asset Management Corp.
35 E. 21st St.
New York, New York
2. Issuer Name and Ticker or Trading Symbol
Thermadyne Holdings Corporation
TDHC
3. IRS Number of Reporting Person (Voluntary)
4. Statement for Month/Year
5/98
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person(s)to Issuer (Check all
applicable)
(X) Director ( ) 10% Owner+ ( ) Officer (give title below)
( ) Other (specify below)
7. Individual or Joint/Group Filing (check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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<TABLE>
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TABLE I -- NON-DERIVATIVE SECURITIES ACQUIRED,
DISPOSED OF, OR BENEFICIALLY OWNED
<S> <C> <C> <C> <C> <C> <C>
1. Title of Security| 2. Transaction| 3. Transaction| 4. Securities | 5. Amount of | 6. Ownership |7. Nature of |
(Instr. 3) | Date | Code | Acquired (A) | Securities | Form: | Indirect |
| | (Instr. 8) | or Disposed | Beneficially | Direct (D) | Beneficial|
| (Month/ | | of (D) | Owned at End | or Indirect| Ownership |
| Day/ | | (Instr. 3,4, | of Month | (I) | (Instr. 4)|
| Year) | | and 5) | (Instr. 3 and 4)| (Instr. 4) | |
| | | | |(A) or| | | | |
| | Code | V | Amount|(D) |Price| | | |
_________________________________________________________________________________________________________________________________
Common Stock 5/27/98 S 55,414 D $34.50 4,558 I (1)
Common Stock 5/27/98 S 739 D $34.50 61 D
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</TABLE>
<TABLE>
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TABLE II -- DERIVATIVE SECURITIES ACQUIRED,
DISPOSED OF, OR BENEFICIALLY OWNED
<S> <C> <C> <C> <C> <C> <C>
1. Title of | 2. Conver- | 3. Trans- | 4. Trans- | 5. Number of | 6. Date Exer- | 7. Title and Amount |
Derivative | sion or | action | action | Derivative | cisable and | of Underlying |
Security | Exercise | Date | Code | Securities | Expiration | Securities |
(Instr. 3) | Price of | (Month/ | (Instr. | Acquired | Date | (Instr. 3 and 4) |
| Deri- | Date/ | 8) | (A) or | (Month/Day/ | |
| vative | Year) | | Disposed of | Year) | |
| Security | | | (D) (Instr. | | |
| | | | 3, 4 and 5) | | |
| | |____________|_________________|___________________|_____________________|
| | | | | | | | | | |
| | | | | | | Date | Expira- | | Amount or |
| | | | | | | Exer- | tion | | Number of |
| | | Code | V | (A) | (D) | cisable | Date | Title | Shares |
___________________|_____________|____________|______|_____|________|________|_________|_________|________|____________|
| | | | | | | | | | |
l l l l l l l l l l l
</TABLE>
<TABLE>
<S> <C> <C> <C>
| 8. Price of | 9. Number of | 10. Ownership | 11. Nature of |
| Derivative | derivative | Form of | Indirect |
| Security | Securities | Derivative | Beneficial |
| (Instr. 5) | Benefi- | Security | Ownership |
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| | cially | Direct (D) | (Instr. 4) |
| | Owned at | or Indirect | |
| | End of | (I) (Instr. | |
| | Month | 4) | |
| | (Instr. 4) | | |
</TABLE>
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Explanation of Responses:
(1) The amount of securities shown in columns 4 and 5 of Table
I of this Form 4 is owned beneficially either by the
Reporting Person's minor children, the Reporting Person's
spouse, two trusts for members of the Reporting Person's
family of which the Reporting Person is trustee or pension
trusts for the benefit of current and former employees of
Magten Asset Management Corp. ("Magten"). The Reporting
Person disclaims beneficial ownership of the securities
held by his minor children, his spouse or the two trusts
for members of his family of which he is the trustee for
purposes of Section 16, or for any other purpose. The
Reporting Person disclaims beneficial ownership of the
securities owned by the pension trust for the benefit of
current and former employees of Magten for Section 16 or
for any other purpose, except to the extent of the
Reporting Person's pro rata interest in such securities.
(+) The Reporting Person may be deemed to be a member of a
group holding equity securities of the Issuer. The filing
of this report shall not be deemed to be an admission that
the Reporting Person is a member of such a group.
/s/ Talton R. Embry June 10, 1998
__________________________ _________________
** Intentional misstatements or omissions of facts constitute
Federal Criminal Violations. See U.S.C. 1001 and 15 U.S.C.
78ff(a).
Note: File three copies of this Form, one of which must be
manually signed. If space is sufficient, see Instruction 6 for
procedure.
01651001.AL2
