content: <PAGE>   1
   As filed with the Securities and Exchange Commission on July 8, 1997.
                                                    Registration No. 333-_________
  
  ================================================================================
  
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                               --------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
  
                               --------------------
  
                          THERMADYNE HOLDINGS CORPORATION
  
               (Exact Name of Registrant as Specified in Its Charter)
  
  <TABLE>
        <S>                                      <C>
                   DELAWARE                                    74-2482571
         (State or Other Jurisdiction                       (I.R.S. Employer
       of Incorporation or Organization)                  Identification No.)
                                                  
                                                           RANDALL E. CURRAN
                                                         101 SOUTH HANLEY ROAD
             101 SOUTH HANLEY ROAD                     ST. LOUIS, MISSOURI  63105
          ST. LOUIS, MISSOURI  63105                         (314) 746-2320
  (Address, Including Zip Code, of Registrant's  (Name, Address, Including Zip Code, and
         Principal Executive Offices)           Telephone Number, Including Area Code, of
                                                           Agent for Service)
  </TABLE>
  
                          1996 EMPLOYEE STOCK OPTION PLAN
                              (Full Title of the Plan)
  
                          CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  =========================================================================================
                                      Proposed Maximum  Proposed Maximum   
   Title of Securities   Amount to be  Offering Price       Aggregate          Amount of
  to be Registered (1)  Registered (1)  Per Share (2)  Offering Price (2)  Registration Fee
  -----------------------------------------------------------------------------------------
     <S>                <C>                 <C>            <C>                  <C>
      Common Stock,                                                         
     $.01 Par Value     500,000 Shares      $30.81         $15,406,250          $4,668.56
  =========================================================================================
  </TABLE>
  
  
  (1)    Shares of common stock, $.01 par value per share ("Common Stock"), of
         Thermadyne Holdings Corporation (the "Registrant") being registered
         hereby relate to the 1996 Employee Stock Option Plan.  Pursuant to Rule
         416(a) promulgated under the Securities Act of 1933, as amended (the
         "Securities Act"), there is also being registered an indeterminate
         amount of additional shares of Common Stock as may become issuable as a
         result of stock splits, stock dividends or similar transactions.
  
  (2)    In accordance with section (h)(1) of Rule 457 promulgated under the
         Securities Act, calculated on the basis of the average of the high and
         low price of the Common Stock as reported on the NASDAQ Stock Market on
         July 1, 1997.
  
  ================================================================================
  <PAGE>   2
  
  
  
  
  
                        DOCUMENTS INCORPORATED BY REFERENCE
  
  
         The contents of the Registration Statement of Thermadyne Holdings
  Corporation (the "Registrant") on Form S-8 filed with the Securities and
  Exchange Commission on May 20, 1996 (File No. 333-04083), including the
  documents incorporated by reference therein, are incorporated by reference into
  this Registration Statement.
  
  
                    AMENDMENT TO 1996 EMPLOYEE STOCK OPTION PLAN
  
  
         On February 5, 1997, the Board of Directors of the Registrant adopted a
  proposal to amend the Registrant's 1996 Employee Stock Option Plan to, among
  other things, (i) increase the aggregate number of shares of Common Stock
  reserved for issuance thereunder from 300,000 to 800,000, (ii) permit the
  granting of "Replacement Options" to optionholders who exercise options using
  shares of Common Stock as payment therefor and (iii) provide for certain
  administrative changes thereto.  The increase in the aggregate number of shares
  reserved for issuance under the 1996 Employee Stock Option Plan was approved by
  the Registrant's stockholders on April 24, 1997.
  
                                      EXHIBITS
  
  
  4.1    Restated Certificate of Incorporation of Thermadyne Holdings
         Corporation.*
  
  4.2    Amended and Restated Bylaws of Thermadyne Holdings Corporation.*
  
  4.3    Amendment to the 1996 Employee Stock Option Plan.*
  
  5.1    Opinion of Weil, Gotshal & Manges LLP.*
  
  23.1   Consent of Ernst & Young LLP.*
  
  23.2   Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.1).
  
  24.1   Power of Attorney (see signature pages of this Registration Statement).
  
  --------------------
  
  *      Filed herewith.
  
  
  
  
  
                                         1
  <PAGE>   3
  
  
  
  
  
                                     SIGNATURES
  
         The Registrant.  Pursuant to the requirements of the Securities Act of
  1933, the Registrant certifies that it has reasonable grounds to believe that
  it meets all of the requirements for filing on Form S-8 and has duly caused
  this Registration Statement to be signed on its behalf by the undersigned,
  thereunto duly authorized, in the City of Clayton, State of Missouri, on this
  8th day of July, 1997.
  
  
  
                                             THERMADYNE HOLDINGS CORPORATION
  
  
  
                                             By:  /s/ JAMES H. TATE             
                                                ----------------------------------
                                                  James H. Tate
                                                  Senior Vice President and
                                                  Chief Financial Officer
  
  
         Each person whose signature to this Registration Statement appears below
  hereby appoints James H. Tate as his attorney-in-fact to sign on his behalf
  individually and in the capacity stated below and to file all post-effective
  amendments to this Registration Statement, which amendments may make such
  changes in and additions to this Registration Statement as such attorney-in-
  fact may deem necessary or appropriate.
  
         Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
  <TABLE>
  <CAPTION>
                      Signature                                      Title                          Date
                <S>                                <C>                                        <C>
  
                /s/ RANDALL E. CURRAN              Chairman of the Board of Directors,        July 8, 1997          
   ----------------------------------------------  President and Chief Executive Officer                    
                  Randall E. Curran                (Principal Executive Officer of the  
                                                   Registrant)                          
                                                                                        
                  /s/ JAMES H. TATE                Director, Senior Vice President and        July 8, 1997          
   ----------------------------------------------  Chief Financial Officer (Principal                       
                    James H. Tate                  Financial and Accounting Officer of the 
                                                   Registrant)                             
  
                /s/ RICHARD L. BERGER                              Director                   July 8, 1997          
   ----------------------------------------------                                                           
                  Richard L. Berger
  
  
                /s/ FLETCHER L. BYROM                              Director                   July 8, 1997          
   ----------------------------------------------                                                           
                  Fletcher L. Byrom
  </TABLE>
  
  
  
  
  
                                          2
  <PAGE>   4
  
  
  
  
  
  <TABLE>
  <CAPTION>
                      Signature                                      Title                       Date
                <S>                                                <C>                        <C>
                 /s/ HENRY L. DRUKER                               Director                   July 8, 1997
   ----------------------------------------------                                                           
                   Henry L. Druker
  
                 /s/ TALTON R. EMBRY                               Director                   July 8, 1997
   ----------------------------------------------                                                           
                   Talton R. Embry
  
                /s/ CHARLES F. MORAN                               Director                   July 8, 1997
   ----------------------------------------------                                                           
                  Charles F. Moran
  </TABLE>
  
  
  
  
  
                                          3
  <PAGE>   5
  
  
  
  
  
                                   EXHIBIT INDEX
  
  
  <TABLE>
  <CAPTION>
  Exhibit
    No.         Description
  --------      -----------
  <S>           <C>
  
  4.1           Restated Certificate of Incorporation of Thermadyne Holdings
                Corporation.
  
  4.2           Amended and Restated Bylaws of Thermadyne Holdings Corporation.
  
  4.3           Amendment to the 1996 Employee Stock Option Plan.
  
  5.1           Opinion of Weil, Gotshal & Manges LLP.
  
  23.1          Consent of Ernst & Young LLP.
  
  23.2          Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.1).
  
  24.1          Power of Attorney (see signature pages of this Registration
                Statement).
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 10167}]
metadata_filer: {"company-data": {"conformed-name": "THERMADYNE HOLDINGS CORP /DE", "cik": "0000850660", "assigned-sic": "3541", "irs-number": "742482571", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30877", "film-number": "97637348"}, "business-address": {"street1": "101 S HANLEY ROAD", "city": "ST LOUIS", "state": "MO", "zip": "63105", "phone": "3147215573"}, "mail-address": {"street1": "101 SOUTH HANLEY RD", "street2": "SUITE 300", "city": "ST LOUIS", "state": "MO", "zip": "63105"}, "former-company": [{"former-conformed-name": "TD II", "date-changed": "19940131"}, {"former-conformed-name": "THERMADYNE HOLDINGS CORP", "date-changed": "19920703"}]}
text: 1
   As filed with the Securities and Exchange Commission on July 8, 1997.
                                                    Registration No. 333-_________
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                               --------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
  
                               --------------------
  
                          THERMADYNE HOLDINGS CORPORATION
  
               (Exact Name of Registrant as Specified in Its Charter)
  DELAWARE                                    74-2482571
         (State or Other Jurisdiction                       (I.R.S. Employer
       of Incorporation or Organization)                  Identification No.)
                                                  
                                                           RANDALL E. CURRAN
                                                         101 SOUTH HANLEY ROAD
             101 SOUTH HANLEY ROAD                     ST. LOUIS, MISSOURI  63105
          ST. LOUIS, MISSOURI  63105                         (314) 746-2320
  (Address, Including Zip Code, of Registrant's  (Name, Address, Including Zip Code, and
         Principal Executive Offices)           Telephone Number, Including Area Code, of
                                                           Agent for Service)
  1996 EMPLOYEE STOCK OPTION PLAN
                              (Full Title of the Plan)
  
                          CALCULATION OF REGISTRATION FEE
  =========================================================================================
                                      Proposed Maximum  Proposed Maximum   
   Title of Securities   Amount to be  Offering Price       Aggregate          Amount of
  to be Registered (1)  Registered (1)  Per Share (2)  Offering Price (2)  Registration Fee
  -----------------------------------------------------------------------------------------
  Common Stock,                                                         
     $.01 Par Value     500,000 Shares      $30.81         $15,406,250          $4,668.56
  =========================================================================================
  (1)    Shares of common stock, $.01 par value per share ("Common Stock"), of
         Thermadyne Holdings Corporation (the "Registrant") being registered
         hereby relate to the 1996 Employee Stock Option Plan.  Pursuant to Rule
         416(a) promulgated under the Securities Act of 1933, as amended (the
         "Securities Act"), there is also being registered an indeterminate
         amount of additional shares of Common Stock as may become issuable as a
         result of stock splits, stock dividends or similar transactions.
  
  (2)    In accordance with section (h)(1) of Rule 457 promulgated under the
         Securities Act, calculated on the basis of the average of the high and
         low price of the Common Stock as reported on the NASDAQ Stock Market on
         July 1, 1997.
  
  ================================================================================
  2
  
                        DOCUMENTS INCORPORATED BY REFERENCE
  
         The contents of the Registration Statement of Thermadyne Holdings
  Corporation (the "Registrant") on Form S-8 filed with the Securities and
  Exchange Commission on May 20, 1996 (File No. 333-04083), including the
  documents incorporated by reference therein, are incorporated by reference into
  this Registration Statement.
  
                    AMENDMENT TO 1996 EMPLOYEE STOCK OPTION PLAN
  
         On February 5, 1997, the Board of Directors of the Registrant adopted a
  proposal to amend the Registrant's 1996 Employee Stock Option Plan to, among
  other things, (i) increase the aggregate number of shares of Common Stock
  reserved for issuance thereunder from 300,000 to 800,000, (ii) permit the
  granting of "Replacement Options" to optionholders who exercise options using
  shares of Common Stock as payment therefor and (iii) provide for certain
  administrative changes thereto.  The increase in the aggregate number of shares
  reserved for issuance under the 1996 Employee Stock Option Plan was approved by
  the Registrant's stockholders on April 24, 1997.
  
                                      EXHIBITS
  
  4.1    Restated Certificate of Incorporation of Thermadyne Holdings
         Corporation.*
  
  4.2    Amended and Restated Bylaws of Thermadyne Holdings Corporation.*
  
  4.3    Amendment to the 1996 Employee Stock Option Plan.*
  
  5.1    Opinion of Weil, Gotshal & Manges LLP.*
  
  23.1   Consent of Ernst & Young LLP.*
  
  23.2   Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.1).
  
  24.1   Power of Attorney (see signature pages of this Registration Statement).
  
  --------------------
  
  *      Filed herewith.
  
                                         1
  3
  
                                     SIGNATURES
  
         The Registrant.  Pursuant to the requirements of the Securities Act of
  1933, the Registrant certifies that it has reasonable grounds to believe that
  it meets all of the requirements for filing on Form S-8 and has duly caused
  this Registration Statement to be signed on its behalf by the undersigned,
  thereunto duly authorized, in the City of Clayton, State of Missouri, on this
  8th day of July, 1997.
  
                                             THERMADYNE HOLDINGS CORPORATION
  
                                             By:  /s/ JAMES H. TATE             
                                                ----------------------------------
                                                  James H. Tate
                                                  Senior Vice President and
                                                  Chief Financial Officer
  
         Each person whose signature to this Registration Statement appears below
  hereby appoints James H. Tate as his attorney-in-fact to sign on his behalf
  individually and in the capacity stated below and to file all post-effective
  amendments to this Registration Statement, which amendments may make such
  changes in and additions to this Registration Statement as such attorney-in-
  fact may deem necessary or appropriate.
  
         Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  Signature                                      Title                          Date
  /s/ RANDALL E. CURRAN              Chairman of the Board of Directors,        July 8, 1997          
   ----------------------------------------------  President and Chief Executive Officer                    
                  Randall E. Curran                (Principal Executive Officer of the  
                                                   Registrant)                          
                                                                                        
                  /s/ JAMES H. TATE                Director, Senior Vice President and        July 8, 1997          
   ----------------------------------------------  Chief Financial Officer (Principal                       
                    James H. Tate                  Financial and Accounting Officer of the 
                                                   Registrant)                             
  
                /s/ RICHARD L. BERGER                              Director                   July 8, 1997          
   ----------------------------------------------                                                           
                  Richard L. Berger
  
                /s/ FLETCHER L. BYROM                              Director                   July 8, 1997          
   ----------------------------------------------                                                           
                  Fletcher L. Byrom
  2
  4
  Signature                                      Title                       Date
  /s/ HENRY L. DRUKER                               Director                   July 8, 1997
   ----------------------------------------------                                                           
                   Henry L. Druker
  
                 /s/ TALTON R. EMBRY                               Director                   July 8, 1997
   ----------------------------------------------                                                           
                   Talton R. Embry
  
                /s/ CHARLES F. MORAN                               Director                   July 8, 1997
   ----------------------------------------------                                                           
                  Charles F. Moran
  3
  5
  
                                   EXHIBIT INDEX
  Exhibit
    No.         Description
  --------      -----------
  4.1           Restated Certificate of Incorporation of Thermadyne Holdings
                Corporation.
  
  4.2           Amended and Restated Bylaws of Thermadyne Holdings Corporation.
  
  4.3           Amendment to the 1996 Employee Stock Option Plan.
  
  5.1           Opinion of Weil, Gotshal & Manges LLP.
  
  23.1          Consent of Ernst & Young LLP.
  
  23.2          Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.1).
  
  24.1          Power of Attorney (see signature pages of this Registration
                Statement).