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[WILSON SONSINI GOODRICH & ROSATI LETTERHEAD]
November 21, 2000
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Third Wave Technologies, Inc. (the "Company") Registration Statement
on Form 8-A, filed October 11, 2000, in connection with the Company's
Registration Statement on Form S-1, filed July 31, 2000 (File No.
333-42694)
Ladies and Gentlemen:
Whereas the Company anticipates a delay in the proposed effective date of
its 1933 Act filing on Form S-1, the Company hereby requests withdrawal of the
Registration Statement on Form 8-A it filed on October 11, 2000. The Company
anticipates that a new Form 8-A will be refiled at a date closer to the likely
effective date of the Company's 1933 Act filing on Form S-1, accompanied by a
request to accelerate the effectiveness of the new Form 8-A on the date the 1933
Act filing is to become effective.
Comments or questions regarding the Company's withdrawal of the Form 8-A
may be directed to the undersigned or, in his absence, Christopher Mitchell, at
(650) 493-9300.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ ROGER D. EDWARDS
--------------------------------
Roger D. Edwards
