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                                                                    Exhibit 14.1


                                THERMA-WAVE INC.
                                 CODE OF ETHICS

I.    INTRODUCTION, PURPOSE AND APPLICATION

      This Code of Ethics (the "Code") is adopted by the Board of Directors of
      Therma-Wave, Inc. and its subsidiaries (the "Company") to help us to
      ensure compliance with legal requirements, specifically Section 406 of the
      Sarbanes-Oxley Act of 2002 and the Securities and Exchange Commission (the
      "SEC") rules promulgated thereunder, and is applicable to the actions and
      conduct of all employees, officers and directors of the Company in
      carrying out the business of the Company. The purpose of this Code is to
      provide guidance to our employees, officers and directors in order to help
      the Company to maintain the highest possible standards of ethical, moral
      and legal business conduct. It also provides a framework for ethical
      business conduct, recognizing that it is not possible to establish rules
      governing every possible instance that could potentially affect the
      reputation and business of the Company.

II.   ETHICAL CONDUCT

      It is the policy of the Company that each employee, officer and director
      will:

      1.    Act with honesty and integrity.
      2.    Avoid actual conflicts of interest between personal and professional
            relations and disclose to senior management, a member of the
            Company's Audit Committee or Board of Directors any material
            transaction or relationship that reasonably could be expected to
            give rise to an actual or apparent conflict of interest;
      3.    Promote full, fair, accurate, timely, and understandable disclosure
            in reports and documents that the Company files with, or submits to,
            the Securities Exchange Commission or other public communications
            made by the Company;
      4.    Comply with applicable governmental laws, rules and regulations;
      5.    Report promptly any conduct that the individual believes to be a
            violation of this Code to senior management, a member of the
            Company's Audit Committee or Board of Directors. It is against the
            Company's policy to retaliate in any way against an employee for
            good faith reporting of violations or suspected violations of this
            Code;
      6.    Promote accountability for adherence to the Code.


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III.  ACCOUNTABILITY

      Actual violations of this Code, including failures to report potential
      violations by others, can lead to disciplinary action at the Company's
      discretion, up to and including employment termination or removal from the
      Board of Directors.

IV.   WAIVER AND AMENDMENT

      The Company is committed to continuously reviewing and updating its
      policies and procedures. Therefore, this Code is subject to modification.
      Any amendment or waiver of any provision of this Code must be approved in
      writing by the Company's Board of Directors and promptly disclosed
      pursuant to applicable laws and regulations. Under the rules of the Nasdaq
      National Market, any waiver of the Code for executive officers or
      directors may be made only by the independent members of the Board of
      Directors and must promptly be disclosed to stockholders.


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