<B><FONT SIZE=2>
<P ALIGN="CENTER">U.S. SECURITIES AND EXCHANGE COMMISSION</P>
<P ALIGN="CENTER">Washington, D.C. 20549</P>
<P ALIGN="CENTER"></P>
<P ALIGN="CENTER">_________________</P>
<P ALIGN="CENTER"></P>
</FONT><FONT SIZE=4><P ALIGN="CENTER">FORM 8-K</P>
</B><P ALIGN="CENTER"></P>
<P ALIGN="CENTER">&nbsp;</P>
<B><P ALIGN="CENTER">Current Report</P>
<P ALIGN="CENTER"></P>
<P ALIGN="CENTER">Pursuant to Section 13 or 15(d)</P>
<P ALIGN="CENTER">of the Securities Exchange Act of 1934</P>
</B></FONT><FONT SIZE=2><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="CENTER">Date of Report (Date of earliest event reported):  May 5,
2003</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<B><P ALIGN="CENTER">THERMA-WAVE, INC.</P>
</B><P ALIGN="CENTER">(Exact Name of Registrant as Specified in Charter)</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="CENTER">Delaware</P>
<P ALIGN="CENTER">(State or Other Jurisdiction of Incorporation)</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="CENTER">000-26911</P>
<P ALIGN="CENTER">(Commission File Number)</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="CENTER">94-3000561</P>
<P ALIGN="CENTER">(I.R.S. Employer Identification Number)</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="CENTER">1250 Reliance Way</P>
<P ALIGN="CENTER">Fremont, California 94539</P>
<P ALIGN="CENTER">(Address of Principal Executive Offices)</P>
<P ALIGN="CENTER">(Zip Code)</P>
<P ALIGN="CENTER"></P>
<P ALIGN="CENTER">(510) 668-2200</P>
<P ALIGN="CENTER">(Registrant's telephone number, including area code)</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="CENTER">Not Applicable</P>
<P ALIGN="CENTER">(Former Name or Former Address, If Changed Since Last
Report)</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
</FONT><B><P ALIGN="JUSTIFY">ITEM 5.&#9;OTHER EVENTS</P>
</B><P>&#9;In late January 2003, management became aware of a possible revenue
recognition issue associated with the sale of one tool through one of our
foreign branches. In addition, management became aware of potential non-
compliance with the company's expense reimbursement policies by certain
employees at the same foreign branch. While the evidence of the revenue
recognition issue was not clear at that time, conflicting facts arose that
indicated that revenue recognized in the quarter ended September 30, 2001 from
the sale of the tool at issue potentially should have been deferred until a
later period. In early February 2003, our Audit Committee launched an internal
investigation relating to these issues.</P>

<FONT SIZE=2><P>&#9;</FONT>On February 13, 2003, we filed a Form 12b-25 with the
Securities and Exchange Commission indicating that we were conducting an
internal investigation at a foreign branch to evaluate (i) the timing of and the
amount of revenue derived from a customer's purchase of a product for which we
recorded $1.0 million of revenue in the second quarter of fiscal 2002, (ii) the
business expense practices of our employees at that foreign branch, and (iii)
whether as a result of the foregoing we had any other accounting issues.  We
also indicated that, as a part of the internal investigation, we were taking
corrective actions with regard to the management of that foreign branch.  We
also advised that based on the information then available to us, we did not
believe that the outcome of the internal investigation would have a material
adverse effect on our business or financial condition.  However, we did indicate
in our Form 12b-25 filing that the results of the investigation would likely
result in a restatement of our financial statements for the quarter ended
September 30, 2001 and for the year ended March 31, 2002.</P>

<FONT SIZE=2><P>&#9;</FONT>On March 3, 2003, we issued a press release
announcing that an internal investigation was being conducted by our Audit
Committee, outside counsel and outside auditors with respect to one of our
foreign branches. The outside auditing firm advising the Audit Committee and
participating in the investigation was Grant Thornton LP.  The internal
investigation was being conducted to determine the impact of (i) the additional
terms and conditions agreed to by the foreign branch's local management with
respect to equipment shipped to certain customers and related timing of
recognizing revenue under accounting principles generally acceptable in the
United States, and (ii) the business expense practices of our employees at that
foreign branch.  We also indicated that the revenue transactions then being
investigated represented actual shipments of equipment that were originally
recorded in fiscal 2002 and that as a part of the internal investigation, we
were taking corrective actions with regard to management at that foreign branch.
We also provided in the press release that as part of the investigation, we were
evaluating whether there were any accounting issues at a second foreign branch
and that it was possible that other matters would come to our attention as a
result of the investigation and, if they did, we would have to expand the scope
of our investigation.  We also announced that based on the information then
available to us, we did not believe that the outcome of the internal
investigation would have a material adverse effect on our business or financial
condition.  However, we did announce that we expected a restatement of our
financial statements for certain prior periods.  </P>

<FONT SIZE=2><P>&#9;</FONT>From February 2003 through April 2003, based on the
investigation conducted by our Audit Committee, outside legal counsel and an
independent forensic accounting firm, a number of changes to the our Taiwan
management team and executive management team were effected, including
termination of certain employees.</P>

<P>As a result of the matters noted above, management conducted a detailed
review of revenue recognition with the assistance of the company's independent
accountants. The additional review undertaken by management resulted in the
revenue and related costs (including associated warranty and installation costs)
for three transactions to be restated as follows:</P>

<OL>

<LI>Product revenues of $1,000,000 and related cost of goods sold of $367,000,
which were originally recognized in the quarter ended September 30, 2001 are
being restated to defer the recognition of the revenue and cost of goods sold
related to this sale until the quarter ended March 31, 2003. Changes in the
original terms of arrangement between the company and its customer were made
just subsequent to the date of original revenue recognition and provided for the
completion of additional services. These services were not completed until the
quarter ended March 31, 2003.</LI>

<LI>Product revenues of $760,000 and related cost of goods sold of $499,000
(including $10,000 of warranty and installation costs), related to two tools,
which were originally recognized in the quarter ended March 31, 2002 are being
restated to defer the recognition of the revenue and related cost of goods sold
for one of the tools until the quarter ended September 30, 2002 ($360,000 of
revenue and related product cost of the tool $152,000) and for the other tool
revenue has not been recognized ($400,000) and the cost of the tool ($337,000)
is included in inventory.</LI></OL>


<P>&#9;This change relates to shipments made to a distributor that did not have
the ability to pay independent of completing the ultimate sale to the end
customer. As a result of the above, we have restated our financial reports for
the quarterly periods ended  September 30, 2001, December 31, 2001, June 30,
2002 and September 30, 2002, and the year ended March 31, 2002, all of which
were affected by the above revenue transactions.  No adjustments related to non-
compliance with the company's expense reimbursement policies were required as
unauthorized amounts were expensed at the time they were incurred and are not
deemed recoverable from the former employees.</P>
<B>
<P>SIGNATURE</P>
</B><P ALIGN="JUSTIFY">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.</P>
<P ALIGN="JUSTIFY"></P>
<P>Dated:&#9;May 5, 2003&#9;&#9;&#9;&#9;Therma-Wave, Inc.</P>

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<P>By:   <U>___/s/ L. Ray Christie&#9;</P>
</U><P>Name:&#9;L. Ray Christie</P>
<P>Title:&#9;Senior Vice President and</P>
<P>&#9;Chief Financial Officer</P>
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U.S. 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):  May 5,
2003
THERMA-WAVE, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
000-26911
(Commission File Number)
94-3000561
(I.R.S. Employer Identification Number)
1250 Reliance Way
Fremont, California 94539
(Address of Principal Executive Offices)
(Zip Code)
(510) 668-2200
(Registrant's telephone number, including area code)
Not Applicable
(Former Name or Former Address, If Changed Since Last
Report)
ITEM 5.	OTHER EVENTS
In late January 2003, management became aware of a possible revenue
recognition issue associated with the sale of one tool through one of our
foreign branches. In addition, management became aware of potential non-
compliance with the company's expense reimbursement policies by certain
employees at the same foreign branch. While the evidence of the revenue
recognition issue was not clear at that time, conflicting facts arose that
indicated that revenue recognized in the quarter ended September 30, 2001 from
the sale of the tool at issue potentially should have been deferred until a
later period. In early February 2003, our Audit Committee launched an internal
investigation relating to these issues.
On February 13, 2003, we filed a Form 12b-25 with the
Securities and Exchange Commission indicating that we were conducting an
internal investigation at a foreign branch to evaluate (i) the timing of and the
amount of revenue derived from a customer's purchase of a product for which we
recorded $1.0 million of revenue in the second quarter of fiscal 2002, (ii) the
business expense practices of our employees at that foreign branch, and (iii)
whether as a result of the foregoing we had any other accounting issues.  We
also indicated that, as a part of the internal investigation, we were taking
corrective actions with regard to the management of that foreign branch.  We
also advised that based on the information then available to us, we did not
believe that the outcome of the internal investigation would have a material
adverse effect on our business or financial condition.  However, we did indicate
in our Form 12b-25 filing that the results of the investigation would likely
result in a restatement of our financial statements for the quarter ended
September 30, 2001 and for the year ended March 31, 2002.
On March 3, 2003, we issued a press release
announcing that an internal investigation was being conducted by our Audit
Committee, outside counsel and outside auditors with respect to one of our
foreign branches. The outside auditing firm advising the Audit Committee and
participating in the investigation was Grant Thornton LP.  The internal
investigation was being conducted to determine the impact of (i) the additional
terms and conditions agreed to by the foreign branch's local management with
respect to equipment shipped to certain customers and related timing of
recognizing revenue under accounting principles generally acceptable in the
United States, and (ii) the business expense practices of our employees at that
foreign branch.  We also indicated that the revenue transactions then being
investigated represented actual shipments of equipment that were originally
recorded in fiscal 2002 and that as a part of the internal investigation, we
were taking corrective actions with regard to management at that foreign branch.
We also provided in the press release that as part of the investigation, we were
evaluating whether there were any accounting issues at a second foreign branch
and that it was possible that other matters would come to our attention as a
result of the investigation and, if they did, we would have to expand the scope
of our investigation.  We also announced that based on the information then
available to us, we did not believe that the outcome of the internal
investigation would have a material adverse effect on our business or financial
condition.  However, we did announce that we expected a restatement of our
financial statements for certain prior periods.
From February 2003 through April 2003, based on the
investigation conducted by our Audit Committee, outside legal counsel and an
independent forensic accounting firm, a number of changes to the our Taiwan
management team and executive management team were effected, including
termination of certain employees.
As a result of the matters noted above, management conducted a detailed
review of revenue recognition with the assistance of the company's independent
accountants. The additional review undertaken by management resulted in the
revenue and related costs (including associated warranty and installation costs)
for three transactions to be restated as follows:
Product revenues of $1,000,000 and related cost of goods sold of $367,000,
which were originally recognized in the quarter ended September 30, 2001 are
being restated to defer the recognition of the revenue and cost of goods sold
related to this sale until the quarter ended March 31, 2003. Changes in the
original terms of arrangement between the company and its customer were made
just subsequent to the date of original revenue recognition and provided for the
completion of additional services. These services were not completed until the
quarter ended March 31, 2003.
Product revenues of $760,000 and related cost of goods sold of $499,000
(including $10,000 of warranty and installation costs), related to two tools,
which were originally recognized in the quarter ended March 31, 2002 are being
restated to defer the recognition of the revenue and related cost of goods sold
for one of the tools until the quarter ended September 30, 2002 ($360,000 of
revenue and related product cost of the tool $152,000) and for the other tool
revenue has not been recognized ($400,000) and the cost of the tool ($337,000)
is included in inventory.
This change relates to shipments made to a distributor that did not have
the ability to pay independent of completing the ultimate sale to the end
customer. As a result of the above, we have restated our financial reports for
the quarterly periods ended  September 30, 2001, December 31, 2001, June 30,
2002 and September 30, 2002, and the year ended March 31, 2002, all of which
were affected by the above revenue transactions.  No adjustments related to non-
compliance with the company's expense reimbursement policies were required as
unauthorized amounts were expensed at the time they were incurred and are not
deemed recoverable from the former employees.
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.
Dated:	May 5, 2003				Therma-Wave, Inc.
By:
___/s/ L. Ray Christie
Name:	L. Ray Christie
Title:	Senior Vice President and
Chief Financial Officer