4 1 NASDAC 0001206178 z8gopu#s Officer THERMA-WAVE, INC. 0000828119 94-3000561 12/31/02 4 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. 1. Name and Address of Reporting Person(s) WARREN, WILLIAM E 1250 RELIANCE WAY FREMONT, CA 94539 2. Issuer Name and Ticker or Trading Symbol THERMA-WAVE, INC. (TWAV) 3. I.R.S. Identification Number of Reporting Person, if an entity (Voluntary) 4. Statement for Month/Day/Year 12/31/02 5. If Amendment, Date of Original (Month/Day/Year) 6. Relationship of Reporting Person(s) to Issuer (Check all applicable) [ ] Director [ ] 10% Owner [X] Officer (give title below) [X] Other (specify below) SR. VP BUSINESS OPERATIONS 7. Individual or Joint/Group Filing (Check Applicable Line) [X] Form filed by One Reporting Person [ ] Form filed by More than One Reporting Person

Form 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIPFiled pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940	OMB APPROVAL
			OMB Number: 3235-0287
			Expires: January 31, 2005
[ ]	Check box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See instructions 1(b).		Estimated average burdenhours per response. . . 0.5

SIGNATURE OF REPORTING PERSON /S/ WARREN, WILLIAM E DATE 01/13/03

1. Name and Address of Reporting Person* Warren, William E.	2. Issuer Name and Ticker or Trading Symbol THERMA-WAVE, INC. (TWAV)		6. Relationship of Reporting Person(s) to Issuer(Check all applicable)___ Director ___ 10% Owner_X_ Officer (give __ Other (specify title below) below) SR. VP of Business Operations
(Last) (First) (Middle) 1250 Reliance Way	3. I.R.S. Identification Number of Reporting Person, if an entity(voluntary)	4. Statement for Month/Day/Year 11/26/ 2002
(Street) Fremont, California 94539		5. If Amendment, Date of Original (Month/Day/Year)	7. Individual or Joint/Group Filing(Check Applicable Line)_X_ Form filed by One Reporting Person___ Form filed by More than One Reporting Person
(City) (State) (Zip)	Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security(Instr. 3)	2. Transaction Date(Month/Day/Year)	2A. Deemed Execution Date, if any(Month/Day/Year)	3. TransactionCode(Instr. 8)		4. Securities Acquired (A) or Disposed of (D)(Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s)(Instr. 3 and 4)	6. Owner-ship Form:Direct (D) or Indirect (I)(Instr. 4)	7. Nature of Indirect Beneficial Ownership(Instr. 4)
			Code	V	Amount	(A)or(D)	Price
Common Stock, Par Value $.01 per share	11/26/02		P		20,000	A	$1.470	24,050	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.* If the form is filed by more than one reporting person, see Instructions 4(b)(v). Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. (Over)SEC 1474 (3-99)

FORM 4 (continued) Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned(e.g., puts, calls, warrants, options, convertible securities)

1.Title of Derivative Security(Instr.3)

2. Conversion orExercisePrice ofDerivativeSecurity

3. TransactionDate(Month/Day/Year)

4. Transaction Code(Instr. 8)

5. Number of DerivativeSecuritiesAcquired (A) or Disposed of (D)(Instr. 3, 4 and 5)

6. Date Exercisableand Expiration Date(Month/Day/Year)

7. Title and Amount ofUnderlying Securities(Instr. 3 and 4)

8. Price ofDerivativeSecurity(Instr. 5)

9.Number ofDerivativeSecuritiesBeneficiallyOwned FollowingReportedTransaction(s)(Instr. 4)

10. OwnershipForm ofDerivativeSecurity:Direct (D) or Indirect (I)(Instr. 4)

11. Nature ofIndirectBeneficialOwnership(Instr. 4)

Code

(A)

(D)

DateExercisable

ExpirationDate

Title

AmountorNumberof Shares

**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).	/s/ William E.Warren **Signature of Reporting Person	11/29/2002 Date
Note:	File three copies of this Form, one of which must be manually signed.If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are notrequired to respond unless the form displays a currently valid OMB Number. Page 2

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