As filed with the Securities and Exchange Commission on March 27, 2001
                                            Registration No. 333-


                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                  FORM S-8
                           REGISTRATION STATEMENT
                                   Under
                         The Securities Act of 1933

                        THIRD WAVE TECHNOLOGIES, INC.
            (Exact name of Registrant as specified in its charter)

        Delaware                                          39-1791034
     (State or other                                   (I.R.S. Employer
     jurisdiction of                                Identification Number)
    incorporation or
      organization)

                        Third Wave Technologies, Inc.
                             502 South Rosa Road
                           Madison, WI 53719-1256
                               (608) 273-8933
 (Address, including zip code, and telephone number, including area code,
               of Registrant's principal executive offices)


                    1995 Incentive Stock Option Plan
                    1997 Incentive Stock Option Plan
                   1997 Nonqualified Stock Option Plan
                    1998 Incentive Stock Option Plan
                    1999 Incentive Stock Option Plan
                   1999 Nonqualified Stock Option Plan
                            2000 Stock Plan
                    2000 Employee Stock Purchase Plan
                        (Full title of the plans)

                            Lance Fors, Ph.D.
                         Chief Executive Officer
                       Third Wave Technologies, Inc.
                           502 South Rosa Road
                         Madison, WI 53719-1256
                             (608) 273-8933
 (Name, address, including zip code, and telephone number, including
                     area code, of agent for service)

                                Copy to:
                       Christopher D. Mitchell, Esq.
                     Wilson Sonsini Goodrich & Rosati
                         Professional Corporation
                            650 Page Mill Road
                         Palo Alto, CA 94304-1050
                              (650) 493-9300

<PAGE>

<TABLE>

                     CALCULATION OF REGISTRATION FEE

                                             Proposed        Proposed
                              Maximum        Maximum          Maximum
                               Amount        Offering        Aggregate       Amount of
 Title of Securities           to be           Price         Offering      Registration
  to be Registered           Registered      Per Share         Price            Fee
        <S>                     <C>             <C>             <C>             <C>

1995 Incentive Stock
Option Plan
Common Stock, $0.001
par value (currently
outstanding options)(1)    432,000 shares   $   0.89996   $    388,782.72  $     97.20

1997 Incentive Stock
Option Plan
Common Stock, $0.001
par value (currently
outstanding options)(1)    286,800 shares   $   2.39293   $    686,292.32  $    171.57

1997 Nonqualified Stock
Option Plan
Common Stock, $0.001
par value (currently
outstanding options)(1)     90,000 shares   $   2.82600   $    254,340.00  $     63.59

1998 Incentive Stock
Option Plan
Common Stock, $0.001
par value (currently
outstanding options)(1)    313,200 shares   $   3.29184   $  1,031,004.29  $    257.75

1999 Incentive Stock
Option Plan
Common Stock, $0.001
par value (currently
outstanding options)(1)    408,000 shares   $   5.13535   $  2,095,222.80  $    523.81

1999 Nonqualified Stock
Option Plan
Common Stock, $0.001
par value (currently
outstanding options)(1)     10,800 shares   $   4.57180   $     49,375.44  $     12.34

2000 Stock Plan
Common Stock, $0.001
par value (currently
outstanding options)(1)  1,798,050 shares   $   8.77893   $ 15,784,955.09  $  3,946.24

2000 Stock Plan
Common Stock, $0.001
par value (options
available for future
grant)(2)                2,663,550 shares   $   6.31250   $ 16,813,659.38  $  4,203.41

Total 2000 Stock Plan
shares registered        4,461,600 shares                 $ 32,598,614.46  $  8,149.65

2000 Employee Stock
Purchase Plan
Common Stock, $0.001
par value(3)               856,800 shares   $   5.365625  $  4,597,267.50  $  1,149.32

Total Registration Fees                                                    $ 10,425.30

</TABLE>

(1) The computation is based upon the weighted average exercise price
    per  share  of $0.89996 as to 432,000 outstanding but unexercised
    options  to purchase Common Stock under the 1995 Incentive  Stock
    Option  Plan,  the weighted average exercise price per  share  of
    $2.39293  as  to 286,800 outstanding but unexercised  options  to
    purchase Common Stock under the 1997 Incentive Stock Option Plan,
    the  weighted  average exercise price per share of $2.826  as  to
    90,000  outstanding  but unexercised options to  purchase  Common
    Stock under the 1997 Nonqualified Stock Option Plan, the weighted
    average  exercise  price  per share of  $3.29184  as  to  313,200
    outstanding  but  unexercised options to  purchase  Common  Stock
    under  the 1998 Incentive Stock Option Plan, the weighted average
    exercise  price  per share of $5.13535 as to 408,000  outstanding
    but  unexercised options to purchase Common Stock under the  1999
    Incentive Stock Option Plan, the weighted average exercise  price
    per  share  of  $4.5718 as to 10,800 outstanding but  unexercised
    options  to  purchase  Common Stock under the  1999  Nonqualified
    Stock  Option Plan, and the weighted average exercise  price  per
    share  of  $8.77893 as to 1,798,050 outstanding  but  unexercised
    options  to purchase Common Stock under the 2000 Stock Plan  (the
    "Currently Outstanding Options").

(2) The Proposed  Maximum Offering Price Per Share has been estimated
    in  accordance with Rule 457(h) under the Securities Act of  1933
    as to the

<PAGE>

    remaining  2,663,550   shares   of   Common   Stock    authorized
    for  issuance  pursuant to the 2000 Stock Plan,  solely  for  the
    purpose  of  calculating the registration fee.  No  options  have
    been  granted  with respect to such shares.  The  computation  is
    based  upon  the average of the high and low price of the  Common
    Stock  as  reported on the Nasdaq National Market  on  March  23,
    2001, because the price at which the options to be granted in the
    future may be exercised is not currently determinable.

(3) The Proposed Maximum Offering Price Per Share has been estimated in
    accordance with Rule 457(h) under the Securities Act of 1933 solely
    for   the  purpose  of  calculating  the  registration  fee.    The
    computation  is  based  upon  85%  (see  explanation  in  following
    sentence)  of the average of the high and low price of  the  Common
    Stock  as reported on the Nasdaq National Market on March 23, 2001,
    because the offering price is not currently determinable.  Pursuant
    to the Employee Stock Purchase Plan, which plan is incorporated  by
    reference  herein, the Purchase Price of a share  of  Common  Stock
    shall  mean  an amount equal to 85% of the Fair Market Value  of  a
    share  of Common Stock on the Enrollment Date or the Exercise Date,
    whichever is lower.

<PAGE>

                  THIRD WAVE TECHNOLOGIES, INC.
               REGISTRATION STATEMENT ON FORM S-8


                             PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

     The  documents containing the information specified in  this
Item  1  will be sent or given to employees as specified by  Rule
428(b)(1).  In accordance with the rules and regulations  of  the
Securities  and  Exchange Commission (the "Commission")  and  the
instructions to Form S-8, such documents are not being filed with
the  Commission either as part of this Registration Statement  or
as prospectuses or prospectus supplements pursuant to Rule 424.

Item 2.  Registrant   Information   and   Employee  Plan   Annual
         Information

     The  documents containing the information specified in  this
Item  2  will be sent or given to employees as specified in  Rule
428(b).   In  accordance with the rules and  regulations  of  the
Commission  and the instructions to Form S-8, such documents  are
not  being  filed  with the Commission either  as  part  of  this
Registration   Statement   or  as  prospectuses   or   prospectus
supplements pursuant to Rule 424.



                             PART II

         INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The following documents and information, previously filed by
Third  Wave  Technologies,  Inc.  (the  "Registrant")  with   the
Securities  and  Exchange Commission, are hereby incorporated  by
reference in this Registration Statement:

     (a)   The  Registrant's 424B4 Prospectus filed  pursuant  to
Rule  424(b) of the Securities Exchange Act of 1934,  as  amended
(the "Exchange Act"), on February 12, 2001.

     (b)   No other reports were filed pursuant to Section  13(a)
or  15(d)  of  the Exchange Act since the end of the fiscal  year
covered by the registrant document referred to in (a) above.

     (c)   The  description  of  the  Registrant's  Common  Stock
contained in the Registrant's Registration Statement on Form  8-A
filed  pursuant  to  Section 12(g) of the  Exchange  Act  and  as
declared effective on January 23, 2001.

     (d)   All  documents  filed by the  Registrant  pursuant  to
Sections  13(a), 13(c), 14 and 15(d) of the Exchange  Act  on  or
after  the date of this Registration Statement and prior  to  the
filing  of  a post-effective amendment which indicates  that  all
securities  offered  have  been sold  or  which  deregisters  all
securities   then  remaining  unsold  shall  be  deemed   to   be
incorporated by reference in this Registration Statement  and  to
be part hereof from the date of filing of such documents.

<PAGE>

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     Section 145(a) of the Delaware General Corporation Law  (the
"DGCL") provides in relevant part that "a corporation shall  have
power  to  indemnify  any person who was or  is  a  party  or  is
threatened  to  be  made  a party to any threatened,  pending  or
completed  action, suit or proceeding, whether  civil,  criminal,
administrative or investigative (other than an action  by  or  in
the right of the corporation) by reason of the fact that he is or
was  a  director, officer, employee or agent of the  corporation,
partnership,  joint  venture, trust or other enterprise,  against
expenses  (including  attorneys'  fees),  judgments,  fines   and
amounts  paid in settlement actually and reasonably  incurred  by
him  in  connection with such action, suit or  proceeding  if  he
acted in good faith and in a manner he reasonably believed to  be
in  or not opposed to the best interests of the corporation, and,
with  respect  to  any  criminal action  or  proceeding,  had  no
reasonable  cause  to  believe his conduct was  unlawful."   With
respect  to  derivative  actions,  Section  145(b)  of  the  DGCL
provides in relevant part that "[a] corporation shall have  power
to indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or
suit  by or in the right of the corporation to procure a judgment
in  its  favor  . . . [by reason of his service  in  one  of  the
capacities specified in the preceding sentence] against  expenses
(including  attorneys' fees) actually and reasonably incurred  by
him  in  connection with the defense or settlement of such action
or  suit  if he acted in good faith and in a manner he reasonably
believed  to  be in or not opposed to the best interests  of  the
corporation and except that no indemnification shall be  made  in
respect  of  any claim, issue or matter as to which  such  person
shall  have been adjudged to be liable to the corporation  unless
and only to the extent that the Court of Chancery or the court in
which  such  action  or  suit was brought  shall  determine  upon
application  that, despite the adjudication of liability  but  in
view  of all the circumstances of the case, such person is fairly
and  reasonably entitled to indemnity for such expenses which the
Court of Chancery or such other court shall deem proper."

     The   Registrant's  Restated  Certificate  of  Incorporation
provides  that to the fullest extent permitted by  the  DGCL,  no
director  of  the Registrant shall be personally  liable  to  the
Registrant or its stockholders for monetary damages for breach of
fiduciary  duty  as  a  director.  The  Restated  Certificate  of
Incorporation also provides that no amendment or repeal  of  such
provision  shall  apply to or have any effect  on  the  right  to
indemnification  permitted  thereunder  with  respect  to  claims
arising  from  acts or omissions occurring in whole  or  in  part
before  the  effective date of such amendment or  repeal  whether
asserted before or after such amendment or repeal.

     The  Registrant's  Bylaws provide that the Registrant  shall
indemnify  to the fullest extent authorized by law  each  of  its
directors, officers, employees and other agents against  expenses
actually   and  reasonably  incurred  in  connection   with   any
proceeding arising by reason of the fact that such person  is  or
was an agent of the corporation.

     The  Registrant has entered into indemnification  agreements
with  its  directors and executive officers, in addition  to  the
indemnification  provided  for in the  Registrant's  Bylaws,  and
intends  to  enter into indemnification agreements with  any  new
directors or executive officers in the future.

Item 7.  Exemption from Registration Claimed.

     Not applicable

<PAGE>

Item 8.  Exhibits.

     The  Exhibits listed on the accompanying Index  to  Exhibits
are filed as part hereof, or incorporated by reference into, this
Registration Statement.  (See Exhibit Index, below).

Item 9.  Undertakings.

     A.   The Registrant hereby undertakes:

          (1)   To  file,  during any period in which  offers  or
sales  are  being  made,  a  post-effective  amendment  to   this
Registration  Statement to include any material information  with
respect  to the plan of distribution not previously disclosed  in
the  Registration  Statement  or  any  material  change  to  such
information in the Registration Statement.

          (2)  That, for the purpose of determining any liability
under  the  Securities  Act, each such  post-effective  amendment
shall  be  deemed to be a new registration statement relating  to
the   securities  offered  therein,  and  the  offering  of  such
securities  at that time shall be deemed to be the  initial  bona
fide offering thereof.

          (3)   To  remove from registration by means of a  post-
effective amendment any of the securities being registered  which
remain unsold at the termination of the offering.

     B.    The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933,  each filing of the Registrant's annual report pursuant  to
section 13(a) or section 15(d) of the Securities Exchange Act  of
1934  (and, where applicable, each filing of an employee  benefit
plan's  annual report pursuant to Section 15(d) of the Securities
Exchange  Act of 1934) that is incorporated by reference  in  the
Registration  Statement shall be deemed to be a new  registration
statement  relating to the securities offered  therein,  and  the
offering of such securities at that time shall be deemed to be an
initial bona fide offering thereof.

     C.    Insofar  as  indemnification for  liabilities  arising
under  the Securities Act may be permitted to directors, officers
and  controlling persons of the Registrant pursuant to the  DGCL,
the  Registrant's  Restated  Certificate  of  Incorporation,  the
Registrant's   Bylaws   or   the   Registrant's   indemnification
agreements, the Registrant has been informed that in the  opinion
of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act  and  is
therefore   unenforceable.   In  the  event  that  a  claim   for
indemnification against such liabilities (other than the  payment
by  the  Registrant of expenses incurred or paid by  a  director,
officer  or  controlling person of the Registrant in a successful
defense  of any action, suit or proceeding) is asserted  by  such
director,  officer or controlling person in connection  with  the
securities  being  registered  hereunder,  the  Registrant  will,
unless  in  the opinion of its counsel the question  has  already
been  settled  by controlling precedent, submit  to  a  court  of
appropriate   jurisdiction   the   question   of   whether   such
indemnification  by it is against public policy as  expressed  in
the Securities Act and will be governed by the final adjudication
of such issue.

<PAGE>
                          SIGNATURES

     Pursuant to the requirements of the Securities Act of  1933,
as  amended,  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  Madison,  State  of
Wisconsin, on this 27th day of March, 2001.

                                   Third Wave Technologies, Inc.

                                   By:  /s/ Lance Fors
                                        -------------------------------------
                                        Lance Fors, Ph.D.
                                        President and Chief Executive Officer
                                        (Principal Executive Officer)

                        POWER OF ATTORNEY

     KNOW  ALL PERSONS BY THESE PRESENTS, that each person  whose
signature appears below constitutes and appoints Lance  Fors  and
John Comerford, jointly and severally, as his or her attorneys-in-
fact, with full power of substitution in each, for him or her  in
any   and   all  capacities  to  sign  any  amendments  to   this
Registration  Statement on Form S-8, and to file the  same,  with
all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and
confirming  all  that  each  of said  attorneys-in-fact,  or  his
substitutes, may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of  1933,
as  amended, this registration statement has been signed below by
the  following  persons  in  the  capacities  and  on  the  dates
indicated.

        Signature                   Title                Date


/s/ Lance Fors            Chairman and Chief        March 27, 2001
------------------------- Executive Officer
    Lance Fors, Ph.D.     (Principal Executive
                          Officer)


/s/ Alex M. Kasper        Controller (Principal     March 27, 2001
------------------------- Accounting Officer)
     Alex M. Kasper


/s/ Lloyd M. Smith        Director                  March 27, 2001
-------------------------
     Lloyd M. Smith


/s/ Kenneth R. McGuire    Director                  March 27, 2001
-------------------------
   Kenneth R. McGuire


/s/ John Neis             Director                  March 27, 2001
-------------------------
        John Neis


/s/ G. Steven Burrill     Director                  March 27, 2001
-------------------------
    G. Steven Burrill


/s/ Preston Tsao
------------------------- Director                  March 27, 2001
       Preston Tsao

<PAGE>


/s/ David A. Thompson     Director                  March 27, 2001
-------------------------
    David A. Thompson


/s/ Tom Daniel            Director                  March 27, 2001
-------------------------
       Tom Daniel

<PAGE>



               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C.  20549

                            EXHIBITS

               Registration Statement on Form S-8

                  Third Wave Technologies, Inc.

                         March 27, 2001




<PAGE>

                        INDEX TO EXHIBITS


 Exhibit                        Description
 Number

  4.1*    1995 Incentive Stock Option Plan
  4.2*    1997 Incentive Stock Option Plan
  4.3*    1997 Nonqualified Stock Option Plan
  4.4*    1998 Incentive Stock Option Plan
  4.5*    1999 Incentive Stock Option Plan
  4.6*    1999 Nonqualified Stock Option Plan
  4.7*    2000 Stock Plan
  4.8*    2000 Employee Stock Purchase Plan
  5.1     Opinion of counsel as to legality of securities being
          registered.
 23.1     Consent of counsel (contained in Exhibit 5.1).
 23.2     Consent of Ernst & Young LLP, Independent Auditors
 24.1     Power of Attorney (see page II-5).


*  Incorporated by reference to the Company's Registration
   Statement on Form S-1 (File No. 333-42694), originally
   filed July 31, 2000.
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 21633}]
{"company-data": {"conformed-name": "THIRD WAVE TECHNOLOGIES INC /WI", "cik": "0001120438", "assigned-sic": "2836", "irs-number": "391791034", "state-of-incorporation": "DE"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57664", "film-number": "1580295"}, "business-address": {"street1": "502 S ROSA RD", "city": "MADISON", "state": "WI", "zip": "53719-1256", "phone": "608273"}}
As filed with the Securities and Exchange Commission on March 27, 2001
                                            Registration No. 333-

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                  FORM S-8
                           REGISTRATION STATEMENT
                                   Under
                         The Securities Act of 1933

                        THIRD WAVE TECHNOLOGIES, INC.
            (Exact name of Registrant as specified in its charter)

        Delaware                                          39-1791034
     (State or other                                   (I.R.S. Employer
     jurisdiction of                                Identification Number)
    incorporation or
      organization)

                        Third Wave Technologies, Inc.
                             502 South Rosa Road
                           Madison, WI 53719-1256
                               (608) 273-8933
 (Address, including zip code, and telephone number, including area code,
               of Registrant's principal executive offices)

                    1995 Incentive Stock Option Plan
                    1997 Incentive Stock Option Plan
                   1997 Nonqualified Stock Option Plan
                    1998 Incentive Stock Option Plan
                    1999 Incentive Stock Option Plan
                   1999 Nonqualified Stock Option Plan
                            2000 Stock Plan
                    2000 Employee Stock Purchase Plan
                        (Full title of the plans)

                            Lance Fors, Ph.D.
                         Chief Executive Officer
                       Third Wave Technologies, Inc.
                           502 South Rosa Road
                         Madison, WI 53719-1256
                             (608) 273-8933
 (Name, address, including zip code, and telephone number, including
                     area code, of agent for service)

                                Copy to:
                       Christopher D. Mitchell, Esq.
                     Wilson Sonsini Goodrich & Rosati
                         Professional Corporation
                            650 Page Mill Road
                         Palo Alto, CA 94304-1050
                              (650) 493-9300
CALCULATION OF REGISTRATION FEE

                                             Proposed        Proposed
                              Maximum        Maximum          Maximum
                               Amount        Offering        Aggregate       Amount of
 Title of Securities           to be           Price         Offering      Registration
  to be Registered           Registered      Per Share         Price            Fee
1995 Incentive Stock
Option Plan
Common Stock, $0.001
par value (currently
outstanding options)(1)    432,000 shares   $   0.89996   $    388,782.72  $     97.20

1997 Incentive Stock
Option Plan
Common Stock, $0.001
par value (currently
outstanding options)(1)    286,800 shares   $   2.39293   $    686,292.32  $    171.57

1997 Nonqualified Stock
Option Plan
Common Stock, $0.001
par value (currently
outstanding options)(1)     90,000 shares   $   2.82600   $    254,340.00  $     63.59

1998 Incentive Stock
Option Plan
Common Stock, $0.001
par value (currently
outstanding options)(1)    313,200 shares   $   3.29184   $  1,031,004.29  $    257.75

1999 Incentive Stock
Option Plan
Common Stock, $0.001
par value (currently
outstanding options)(1)    408,000 shares   $   5.13535   $  2,095,222.80  $    523.81

1999 Nonqualified Stock
Option Plan
Common Stock, $0.001
par value (currently
outstanding options)(1)     10,800 shares   $   4.57180   $     49,375.44  $     12.34

2000 Stock Plan
Common Stock, $0.001
par value (currently
outstanding options)(1)  1,798,050 shares   $   8.77893   $ 15,784,955.09  $  3,946.24

2000 Stock Plan
Common Stock, $0.001
par value (options
available for future
grant)(2)                2,663,550 shares   $   6.31250   $ 16,813,659.38  $  4,203.41

Total 2000 Stock Plan
shares registered        4,461,600 shares                 $ 32,598,614.46  $  8,149.65

2000 Employee Stock
Purchase Plan
Common Stock, $0.001
par value(3)               856,800 shares   $   5.365625  $  4,597,267.50  $  1,149.32

Total Registration Fees                                                    $ 10,425.30
(1) The computation is based upon the weighted average exercise price
    per  share  of $0.89996 as to 432,000 outstanding but unexercised
    options  to purchase Common Stock under the 1995 Incentive  Stock
    Option  Plan,  the weighted average exercise price per  share  of
    $2.39293  as  to 286,800 outstanding but unexercised  options  to
    purchase Common Stock under the 1997 Incentive Stock Option Plan,
    the  weighted  average exercise price per share of $2.826  as  to
    90,000  outstanding  but unexercised options to  purchase  Common
    Stock under the 1997 Nonqualified Stock Option Plan, the weighted
    average  exercise  price  per share of  $3.29184  as  to  313,200
    outstanding  but  unexercised options to  purchase  Common  Stock
    under  the 1998 Incentive Stock Option Plan, the weighted average
    exercise  price  per share of $5.13535 as to 408,000  outstanding
    but  unexercised options to purchase Common Stock under the  1999
    Incentive Stock Option Plan, the weighted average exercise  price
    per  share  of  $4.5718 as to 10,800 outstanding but  unexercised
    options  to  purchase  Common Stock under the  1999  Nonqualified
    Stock  Option Plan, and the weighted average exercise  price  per
    share  of  $8.77893 as to 1,798,050 outstanding  but  unexercised
    options  to purchase Common Stock under the 2000 Stock Plan  (the
    "Currently Outstanding Options").

(2) The Proposed  Maximum Offering Price Per Share has been estimated
    in  accordance with Rule 457(h) under the Securities Act of  1933
    as to the
remaining  2,663,550   shares   of   Common   Stock    authorized
    for  issuance  pursuant to the 2000 Stock Plan,  solely  for  the
    purpose  of  calculating the registration fee.  No  options  have
    been  granted  with respect to such shares.  The  computation  is
    based  upon  the average of the high and low price of the  Common
    Stock  as  reported on the Nasdaq National Market  on  March  23,
    2001, because the price at which the options to be granted in the
    future may be exercised is not currently determinable.

(3) The Proposed Maximum Offering Price Per Share has been estimated in
    accordance with Rule 457(h) under the Securities Act of 1933 solely
    for   the  purpose  of  calculating  the  registration  fee.    The
    computation  is  based  upon  85%  (see  explanation  in  following
    sentence)  of the average of the high and low price of  the  Common
    Stock  as reported on the Nasdaq National Market on March 23, 2001,
    because the offering price is not currently determinable.  Pursuant
    to the Employee Stock Purchase Plan, which plan is incorporated  by
    reference  herein, the Purchase Price of a share  of  Common  Stock
    shall  mean  an amount equal to 85% of the Fair Market Value  of  a
    share  of Common Stock on the Enrollment Date or the Exercise Date,
    whichever is lower.
THIRD WAVE TECHNOLOGIES, INC.
               REGISTRATION STATEMENT ON FORM S-8

                             PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

     The  documents containing the information specified in  this
Item  1  will be sent or given to employees as specified by  Rule
428(b)(1).  In accordance with the rules and regulations  of  the
Securities  and  Exchange Commission (the "Commission")  and  the
instructions to Form S-8, such documents are not being filed with
the  Commission either as part of this Registration Statement  or
as prospectuses or prospectus supplements pursuant to Rule 424.

Item 2.  Registrant   Information   and   Employee  Plan   Annual
         Information

     The  documents containing the information specified in  this
Item  2  will be sent or given to employees as specified in  Rule
428(b).   In  accordance with the rules and  regulations  of  the
Commission  and the instructions to Form S-8, such documents  are
not  being  filed  with the Commission either  as  part  of  this
Registration   Statement   or  as  prospectuses   or   prospectus
supplements pursuant to Rule 424.

                             PART II

         INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The following documents and information, previously filed by
Third  Wave  Technologies,  Inc.  (the  "Registrant")  with   the
Securities  and  Exchange Commission, are hereby incorporated  by
reference in this Registration Statement:

     (a)   The  Registrant's 424B4 Prospectus filed  pursuant  to
Rule  424(b) of the Securities Exchange Act of 1934,  as  amended
(the "Exchange Act"), on February 12, 2001.

     (b)   No other reports were filed pursuant to Section  13(a)
or  15(d)  of  the Exchange Act since the end of the fiscal  year
covered by the registrant document referred to in (a) above.

     (c)   The  description  of  the  Registrant's  Common  Stock
contained in the Registrant's Registration Statement on Form  8-A
filed  pursuant  to  Section 12(g) of the  Exchange  Act  and  as
declared effective on January 23, 2001.

     (d)   All  documents  filed by the  Registrant  pursuant  to
Sections  13(a), 13(c), 14 and 15(d) of the Exchange  Act  on  or
after  the date of this Registration Statement and prior  to  the
filing  of  a post-effective amendment which indicates  that  all
securities  offered  have  been sold  or  which  deregisters  all
securities   then  remaining  unsold  shall  be  deemed   to   be
incorporated by reference in this Registration Statement  and  to
be part hereof from the date of filing of such documents.
Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     Section 145(a) of the Delaware General Corporation Law  (the
"DGCL") provides in relevant part that "a corporation shall  have
power  to  indemnify  any person who was or  is  a  party  or  is
threatened  to  be  made  a party to any threatened,  pending  or
completed  action, suit or proceeding, whether  civil,  criminal,
administrative or investigative (other than an action  by  or  in
the right of the corporation) by reason of the fact that he is or
was  a  director, officer, employee or agent of the  corporation,
partnership,  joint  venture, trust or other enterprise,  against
expenses  (including  attorneys'  fees),  judgments,  fines   and
amounts  paid in settlement actually and reasonably  incurred  by
him  in  connection with such action, suit or  proceeding  if  he
acted in good faith and in a manner he reasonably believed to  be
in  or not opposed to the best interests of the corporation, and,
with  respect  to  any  criminal action  or  proceeding,  had  no
reasonable  cause  to  believe his conduct was  unlawful."   With
respect  to  derivative  actions,  Section  145(b)  of  the  DGCL
provides in relevant part that "[a] corporation shall have  power
to indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or
suit  by or in the right of the corporation to procure a judgment
in  its  favor  . . . [by reason of his service  in  one  of  the
capacities specified in the preceding sentence] against  expenses
(including  attorneys' fees) actually and reasonably incurred  by
him  in  connection with the defense or settlement of such action
or  suit  if he acted in good faith and in a manner he reasonably
believed  to  be in or not opposed to the best interests  of  the
corporation and except that no indemnification shall be  made  in
respect  of  any claim, issue or matter as to which  such  person
shall  have been adjudged to be liable to the corporation  unless
and only to the extent that the Court of Chancery or the court in
which  such  action  or  suit was brought  shall  determine  upon
application  that, despite the adjudication of liability  but  in
view  of all the circumstances of the case, such person is fairly
and  reasonably entitled to indemnity for such expenses which the
Court of Chancery or such other court shall deem proper."

     The   Registrant's  Restated  Certificate  of  Incorporation
provides  that to the fullest extent permitted by  the  DGCL,  no
director  of  the Registrant shall be personally  liable  to  the
Registrant or its stockholders for monetary damages for breach of
fiduciary  duty  as  a  director.  The  Restated  Certificate  of
Incorporation also provides that no amendment or repeal  of  such
provision  shall  apply to or have any effect  on  the  right  to
indemnification  permitted  thereunder  with  respect  to  claims
arising  from  acts or omissions occurring in whole  or  in  part
before  the  effective date of such amendment or  repeal  whether
asserted before or after such amendment or repeal.

     The  Registrant's  Bylaws provide that the Registrant  shall
indemnify  to the fullest extent authorized by law  each  of  its
directors, officers, employees and other agents against  expenses
actually   and  reasonably  incurred  in  connection   with   any
proceeding arising by reason of the fact that such person  is  or
was an agent of the corporation.

     The  Registrant has entered into indemnification  agreements
with  its  directors and executive officers, in addition  to  the
indemnification  provided  for in the  Registrant's  Bylaws,  and
intends  to  enter into indemnification agreements with  any  new
directors or executive officers in the future.

Item 7.  Exemption from Registration Claimed.

     Not applicable
Item 8.  Exhibits.

     The  Exhibits listed on the accompanying Index  to  Exhibits
are filed as part hereof, or incorporated by reference into, this
Registration Statement.  (See Exhibit Index, below).

Item 9.  Undertakings.

     A.   The Registrant hereby undertakes:

          (1)   To  file,  during any period in which  offers  or
sales  are  being  made,  a  post-effective  amendment  to   this
Registration  Statement to include any material information  with
respect  to the plan of distribution not previously disclosed  in
the  Registration  Statement  or  any  material  change  to  such
information in the Registration Statement.

          (2)  That, for the purpose of determining any liability
under  the  Securities  Act, each such  post-effective  amendment
shall  be  deemed to be a new registration statement relating  to
the   securities  offered  therein,  and  the  offering  of  such
securities  at that time shall be deemed to be the  initial  bona
fide offering thereof.

          (3)   To  remove from registration by means of a  post-
effective amendment any of the securities being registered  which
remain unsold at the termination of the offering.

     B.    The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933,  each filing of the Registrant's annual report pursuant  to
section 13(a) or section 15(d) of the Securities Exchange Act  of
1934  (and, where applicable, each filing of an employee  benefit
plan's  annual report pursuant to Section 15(d) of the Securities
Exchange  Act of 1934) that is incorporated by reference  in  the
Registration  Statement shall be deemed to be a new  registration
statement  relating to the securities offered  therein,  and  the
offering of such securities at that time shall be deemed to be an
initial bona fide offering thereof.

     C.    Insofar  as  indemnification for  liabilities  arising
under  the Securities Act may be permitted to directors, officers
and  controlling persons of the Registrant pursuant to the  DGCL,
the  Registrant's  Restated  Certificate  of  Incorporation,  the
Registrant's   Bylaws   or   the   Registrant's   indemnification
agreements, the Registrant has been informed that in the  opinion
of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act  and  is
therefore   unenforceable.   In  the  event  that  a  claim   for
indemnification against such liabilities (other than the  payment
by  the  Registrant of expenses incurred or paid by  a  director,
officer  or  controlling person of the Registrant in a successful
defense  of any action, suit or proceeding) is asserted  by  such
director,  officer or controlling person in connection  with  the
securities  being  registered  hereunder,  the  Registrant  will,
unless  in  the opinion of its counsel the question  has  already
been  settled  by controlling precedent, submit  to  a  court  of
appropriate   jurisdiction   the   question   of   whether   such
indemnification  by it is against public policy as  expressed  in
the Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of  1933,
as  amended,  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  Madison,  State  of
Wisconsin, on this 27th day of March, 2001.

                                   Third Wave Technologies, Inc.

                                   By:  /s/ Lance Fors
                                        -------------------------------------
                                        Lance Fors, Ph.D.
                                        President and Chief Executive Officer
                                        (Principal Executive Officer)

                        POWER OF ATTORNEY

     KNOW  ALL PERSONS BY THESE PRESENTS, that each person  whose
signature appears below constitutes and appoints Lance  Fors  and
John Comerford, jointly and severally, as his or her attorneys-in-
fact, with full power of substitution in each, for him or her  in
any   and   all  capacities  to  sign  any  amendments  to   this
Registration  Statement on Form S-8, and to file the  same,  with
all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and
confirming  all  that  each  of said  attorneys-in-fact,  or  his
substitutes, may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of  1933,
as  amended, this registration statement has been signed below by
the  following  persons  in  the  capacities  and  on  the  dates
indicated.

        Signature                   Title                Date

/s/ Lance Fors            Chairman and Chief        March 27, 2001
------------------------- Executive Officer
    Lance Fors, Ph.D.     (Principal Executive
                          Officer)

/s/ Alex M. Kasper        Controller (Principal     March 27, 2001
------------------------- Accounting Officer)
     Alex M. Kasper

/s/ Lloyd M. Smith        Director                  March 27, 2001
-------------------------
     Lloyd M. Smith

/s/ Kenneth R. McGuire    Director                  March 27, 2001
-------------------------
   Kenneth R. McGuire

/s/ John Neis             Director                  March 27, 2001
-------------------------
        John Neis

/s/ G. Steven Burrill     Director                  March 27, 2001
-------------------------
    G. Steven Burrill

/s/ Preston Tsao
------------------------- Director                  March 27, 2001
       Preston Tsao
/s/ David A. Thompson     Director                  March 27, 2001
-------------------------
    David A. Thompson

/s/ Tom Daniel            Director                  March 27, 2001
-------------------------
       Tom Daniel
SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C.  20549

                            EXHIBITS

               Registration Statement on Form S-8

                  Third Wave Technologies, Inc.

                         March 27, 2001
INDEX TO EXHIBITS

 Exhibit                        Description
 Number

  4.1*    1995 Incentive Stock Option Plan
  4.2*    1997 Incentive Stock Option Plan
  4.3*    1997 Nonqualified Stock Option Plan
  4.4*    1998 Incentive Stock Option Plan
  4.5*    1999 Incentive Stock Option Plan
  4.6*    1999 Nonqualified Stock Option Plan
  4.7*    2000 Stock Plan
  4.8*    2000 Employee Stock Purchase Plan
  5.1     Opinion of counsel as to legality of securities being
          registered.
 23.1     Consent of counsel (contained in Exhibit 5.1).
 23.2     Consent of Ernst & Young LLP, Independent Auditors
 24.1     Power of Attorney (see page II-5).

*  Incorporated by reference to the Company's Registration
   Statement on Form S-1 (File No. 333-42694), originally
   filed July 31, 2000.