content: <PAGE>
   
                                   UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
  
  
                                     FORM 8-K
                                          
  
                                  CURRENT REPORT
  
  
      Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
          Date of Report (Date of earliest event reported): July 16, 1998
  
  
  
                                 THERMA-WAVE, INC.
              (Exact name of Registrant as specified in its charter)
  
  
             DELAWARE                    333-29871                94-3000561
  [State or other jurisdiction of    [Commission File          [I.R.S. Employer 
   incorporation or organization]         Number]           Identification Number]
   
       1250 Reliance Way, Fremont, California                       94539
       [Address of principal executive offices]                   [Zip Code]
  
  
                                  (510) 490-3663
               [Registrant's telephone number, including area code]
  
  
  
                                  Not applicable
           [Former name of former address, if changed since last report]
  <PAGE>
   
  Item 4. Change in Registrant's Certifying Accountant
  
    Effective July 16, 1998, the Company's management dismissed Ernst & Young LLP
  as the Company's independent accountants.  Concurrent with such dismissal, the
  Company engaged PricewaterhouseCoopers LLP as the Company's independent
  accountants.  The decision to dismiss Ernst & Young LLP as the Company's
  independent accountants was approved by the Board of Directors.
  
    The reports of Ernst & Young LLP on the Company's consolidated financial
  statements for each of the two fiscal years in the period ended March 31, 1998
  did not contain an adverse opinion or a disclaimer of opinion and were not
  qualified or modified as to uncertainty, audit scope or accounting principles.
  
    In connection with the audits of the Company's consolidated financial
  statements for each of the two fiscal years ended March 31, 1998, there were no
  disagreements between the Registrant and Ernst & Young LLP on any matters of
  accounting principles or practices, financial statement disclosure, or auditing
  scope and procedures which, if not resolved to the satisfaction of Ernst & Young
  LLP, would have caused them to make reference to the matter in their reports.
  
    There were no reportable events (as defined in Regulation S-K Item
  304(a)(1)(v)) during the two fiscal years ended March 31, 1998.
  
    The Company has requested that Ernst & Young LLP furnish a letter addressed to
  the Securities and Exchange Commission stating whether Ernst & Young LLP agrees
  with the above statements.  A copy of that letter is attached as Exhibit 16.1 to
  this Form 8-K.
  
  Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
  
          (c)  Exhibits.
  
          Number      Exhibit
  
           16.1       Letter of Ernst & Young LLP regarding change in certifying
                      accountant.
  
                                         2
  <PAGE>
   
                                     SIGNATURE
  
  Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this report to be signed on its behalf by the
  undersigned thereunto duly authorized on July 21, 1998.
  
  
                                 THERMA-WAVE, INC.
                                   (Registrant)
  
  
  
                               /s/ CHARLOTTE HOLLAND
                           ----------------------------
  
                                 CHARLOTTE HOLLAND
                                 Vice President of Finance
  
                                         3
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text: UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
  
                                     FORM 8-K
                                          
  
                                  CURRENT REPORT
  
      Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
          Date of Report (Date of earliest event reported): July 16, 1998
  
                                 THERMA-WAVE, INC.
              (Exact name of Registrant as specified in its charter)
  
             DELAWARE                    333-29871                94-3000561
  [State or other jurisdiction of    [Commission File          [I.R.S. Employer 
   incorporation or organization]         Number]           Identification Number]
   
       1250 Reliance Way, Fremont, California                       94539
       [Address of principal executive offices]                   [Zip Code]
  
                                  (510) 490-3663
               [Registrant's telephone number, including area code]
  
                                  Not applicable
           [Former name of former address, if changed since last report]
  Item 4. Change in Registrant's Certifying Accountant
  
    Effective July 16, 1998, the Company's management dismissed Ernst & Young LLP
  as the Company's independent accountants.  Concurrent with such dismissal, the
  Company engaged PricewaterhouseCoopers LLP as the Company's independent
  accountants.  The decision to dismiss Ernst & Young LLP as the Company's
  independent accountants was approved by the Board of Directors.
  
    The reports of Ernst & Young LLP on the Company's consolidated financial
  statements for each of the two fiscal years in the period ended March 31, 1998
  did not contain an adverse opinion or a disclaimer of opinion and were not
  qualified or modified as to uncertainty, audit scope or accounting principles.
  
    In connection with the audits of the Company's consolidated financial
  statements for each of the two fiscal years ended March 31, 1998, there were no
  disagreements between the Registrant and Ernst & Young LLP on any matters of
  accounting principles or practices, financial statement disclosure, or auditing
  scope and procedures which, if not resolved to the satisfaction of Ernst & Young
  LLP, would have caused them to make reference to the matter in their reports.
  
    There were no reportable events (as defined in Regulation S-K Item
  304(a)(1)(v)) during the two fiscal years ended March 31, 1998.
  
    The Company has requested that Ernst & Young LLP furnish a letter addressed to
  the Securities and Exchange Commission stating whether Ernst & Young LLP agrees
  with the above statements.  A copy of that letter is attached as Exhibit 16.1 to
  this Form 8-K.
  
  Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
  
          (c)  Exhibits.
  
          Number      Exhibit
  
           16.1       Letter of Ernst & Young LLP regarding change in certifying
                      accountant.
  
                                         2
  SIGNATURE
  
  Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this report to be signed on its behalf by the
  undersigned thereunto duly authorized on July 21, 1998.
  
                                 THERMA-WAVE, INC.
                                   (Registrant)
  
                               /s/ CHARLOTTE HOLLAND
                           ----------------------------
  
                                 CHARLOTTE HOLLAND
                                 Vice President of Finance
  
                                         3