8-K

                                  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): December 14, 2005



                          Third Wave Technologies, Inc.
                   ------------------------------------------
             (Exact name of registrant as specified in its charter)

                                    Delaware
                              --------------------
                          (State or other jurisdiction
                                of incorporation)

                000-31745                                     39-1791034
               ------------                                 --------------
               (Commission                                 (I.R.S. Employer
               File Number)                              Identification No.)

           502 South Rosa Road
            Madison, Wisconsin                                  53719
    ---------------------------------                        -----------
 (Address of principal executive offices)                     (Zip Code)


                                 (608) 273-8933
               ---------------------------------------------------
              (Registrant's telephone number, including area code)


               ---------------------------------------------------
           Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
      CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))






PRELIMINARY NOTE

On December 14, 2005, Third Wave Technologies, Inc. (the "Company") issued a
Press Release announcing the resignation of Director, President and Chief
Executive Officer, John J. Puisis, and the election of Kevin T. Conroy as Mr.
Puisis' successor in the roles of Director, President and Chief Executive
Officer of the Company. A copy of the Press Release is furnished as Exhibit 99.1
to this Current Report on Form 8-K.

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

See Item 502 of this Current Report on Form 8-K for a description of the
Severance and Release Agreement, between Mr. Puisis and the Company.

ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.

Mr. Puisis resigned as Director, President and Chief Executive Officer of the
Company on December 14, 2005. In connection with Mr. Puisis' resignation, he and
the Company entered into a Severance and Release Agreement, dated December 14,
2005 (the "Severance Agreement"). Under the terms of the Severance Agreement,
the Company will provide severance benefits to Mr. Puisis consisting of: (i) an
amount equal to $880,000, 6/24 ($220,000) of which is payable within three (3)
business days of the Revocation Period, and the remainder of which is payable in
eighteen (18) monthly installments, plus (ii) $33,572 in cash, payable in twelve
(12) monthly installments. In addition, the Agreement provides that Mr. Puisis
will be vested in previously granted, but unvested, stock options and will
receive a maximum of $15,000 in outplacement consulting services. The Severance
Agreement may be terminated by Mr. Puisis upon written notice delivered on or
prior to December 21, 2005.

Mr. Conroy's election by our Board of Directors as Director, President and Chief
Executive Officer was effective on December 14, 2005. Mr. Conroy, 40, joined the
Company in July 2004 as Vice President of Legal Affairs and was promoted to Vice
President and General Counsel shortly thereafter. Prior to joining the Company,
he served as a key manager with GE Healthcare, a unit of General Electric
Company, between May 2002 and June 2004. Mr. Conroy practiced law from 1991 to
2000, providing counsel to major corporations on intellectual property and
transactional matters.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit 99.1 Press Release, dated December 14, 2005.





                                   SIGNATURES

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 hereunto duly authorized.


                                         THIRD WAVE TECHNOLOGIES, INC.


                                         /s/ Kevin T. Conroy
                                         -------------------------------------
Dated: December 20, 2005                 Kevin T. Conroy
                                         President and Chief Executive Officer

EX-99.1

                                                                    EXHIBIT 99.1

THIRD WAVE ANNOUNCES MANAGEMENT SUCCESSION

MADISON, Wis., Dec. 15 /PRNewswire-FirstCall/ -- Third Wave Technologies Inc.
(Nasdaq: TWTI) today announced the management succession of Kevin T. Conroy to
president and chief executive officer. Mr. Conroy succeeds John J. Puisis, who
has resigned. Mr. Conroy, who was the company's vice president and general
counsel, also will join Third Wave's board of directors.

"We are grateful to John for his leadership of the company during an important
time in its history," said David A. Thompson, chairman of Third Wave's board of
directors." John had the vision to focus Third Wave on the clinical market and
was the driving force behind our transition from research tools to molecular
diagnostics."

"I came to Third Wave and stayed for a specific purpose," Mr. Puisis said. "With
a new business model and an upgraded, highly-skilled management team in place,
that purpose has been completed. I hired Kevin and the board accepted Kevin as
one who possesses the skills to assume my role. Given that we fundamentally have
a new company, I believe this is an excellent time to make the switch. Kevin
will bring a renewed level of energy, professionalism and leadership to take
Third Wave to the next level. I am excited to see a successful 2006 and beyond
under his leadership."

Mr. Conroy, 40, brings to his new role a broad range of business management
experience. He joined Third Wave in July 2004 as vice president of legal affairs
and was promoted to vice president and general counsel shortly thereafter. He
joined the company from GE Healthcare, where he was a key manager on the team
responsible for GE's integration of Instrumentarium Corp., the $1.2-billion
parent company of Datex Ohmeda and a global leader in anesthesia and
patient-monitoring systems, after its acquisition by GE in 2003. Mr. Conroy also
directed the team at GE Healthcare that was responsible for developing, managing
and growing the intellectual property portfolio of its $1.3-billion
patient-monitoring, medical imaging and health care software business, and
developing and executing its licensing, litigation, and corporate and product
acquisition legal strategies.

Mr. Conroy practiced law from 1991 to 2000, providing counsel to major
corporations on intellectual property and transactional matters. He earned his
bachelor's degree in electrical engineering at Michigan State University and his
law degree from the University of Michigan.

"Kevin Conroy is a strong leader with outstanding business management skills,
excellent judgment and a solid, working knowledge of the emerging molecular
diagnostics industry," Mr. Thompson said. "We are delighted that Kevin has
agreed to take on this new challenge and confident in his ability to execute on
a plan that will accelerate the growth of the business and continue to build
shareholder value."

"Third Wave has a unique opportunity in molecular diagnostics and I am committed
to ensuring that the company maximizes the value that we can capture from that
opportunity," Mr. Conroy said.

About Third Wave Technologies

Third Wave Technologies is a leader in the development and marketing of
molecular diagnostics for a variety of DNA and RNA analysis applications,
providing physicians and researchers with superior molecular solutions. Third
Wave's Invader(R) chemistry provides the company's customers with exceptional
performance, scalability and ease of use. The company offers a number of
clinical products based on its Invader(R) chemistry for genetic testing related
to multiple disease areas. For more information about Third Wave and its
products, please visit the company's website at http://www.twt.com.





All statements in this news release that are not historical are forward- looking
statements within the meaning of the Securities Exchange Act of 1934 as amended.
Such forward-looking statements are subject to factors that could cause actual
results to differ materially for Third Wave from those projected. Those factors
include risks and uncertainties relating to technological approaches of Third
Wave and its competitors, product development, manufacturing, market acceptance,
cost and pricing of Third Wave products, dependence on collaborative partners
and commercial customers, successful performance under collaborative and
commercial agreements, competition, the strength of the Third Wave intellectual
property, the intellectual property of others and other risk factors identified
in the documents Third Wave has filed, or will file, with the Securities and
Exchange Commission. Copies of the Third Wave filings with the SEC may be
obtained from the SEC Internet site at http://www.sec.gov . Third Wave expressly
disclaims any obligation or undertaking to release publicly any updates or
revisions to any forward- looking statements contained herein to reflect any
change in Third Wave's expectations with regard thereto or any change in events,
conditions, or circumstances on which any such statements are based. Third Wave
Technologies, Invader and the Third Wave logo are trademarks of Third Wave
Technologies, Inc.

SOURCE Third Wave Technologies Inc.

CONTACT:
Rod Hise of Third Wave Technologies Inc., +1-608-663-4010
Web site: http://www.twt.com