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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------

                                    FORM 8-A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                            ------------------------

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

                                    DELAWARE

                                                    
   (State or other jurisdiction of                      (I.R.S. Employer
   incorporation or organization)                      Identification No.)

          502 SOUTH ROSA ROAD                              53719-1256
              MADISON, WI                                  (Zip Code)
(Address of Principal Executive Offices)



        SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                      None

        SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                                         
                                                     NAME OF EXCHANGE
        TITLE OF EACH CLASS                         ON WHICH EACH CLASS
        TO BE SO REGISTERED                         IS TO BE REGISTERED
--------------------------------------       -------------------------------
     Common Stock  $0.001 par value                Nasdaq National Market



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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED

     Incorporated by reference to page 58 through 60 of the Preliminary
Prospectus, contained in Registrant's Registration Statement on Form S-1
(Registration No. 333-42694) originally filed on July 31, 2000 (the "S-1
Registration Statement").

ITEM 2. EXHIBITS

     The following exhibits are filed as a part of this registration statement:

          1.*   Specimen certificate for Registrant's Common Stock;

          2.**  Amended and Restated Articles of Incorporation, as currently in
                effect; and

          3.*** Form of Certificate of Incorporation to be filed after the
                closing of the offering made under the S-1 Registration
                Statement.

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*    Incorporated by reference to Exhibit 4.1 to the S-1 Registration Statement.

**   Incorporated by reference to Exhibit 3.1(a) to the S-1 Registration
     Statement.

***  Incorporated by reference to Exhibit 3.1(b) to the S-1 Registration
     Statement.


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                                    SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this amendment to the registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.

                          THIRD WAVE TECHNOLOGIES, INC.

DATE: January 22, 2001

                                     By: /s/ Lance Fors
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                                     Lance Fors
                                     Chief Executive Officer and President