Exhibit 31.2

THERMA-WAVE, INC.

CERTIFICATION PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, L. Ray Christie, certify that: 

- I have reviewed this quarterly report on Form 10-Q of Therma-Wave,Inc.;

- Based on my knowledge, this quarterly report does not contain any untruestatement of a material fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which such statementswere made, not misleading with respect to the period covered by this quarterlyreport;

- Based on my knowledge, the financial statements, and other financialinformation included in this quarterly report, fairly present in all materialrespects the financial condition, results of operations and cash flows of theregistrant as of, and for, the periods presented in this quarterlyreport;

- The registrant's other certifying officers and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

Designed such disclosure controls and procedures, or caused suchdisclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including itsconsolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this quarterly report is beingprepared;
Evaluated the effectiveness of the registrant's disclosurecontrols and procedures and presented in this quarterly report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of the endof the period covered by this quarterly report based on such evaluation; and
Disclosed in this report any change in the registrant's internalcontrol over financial reporting that occurred during the registrant's mostrecent fiscal quarter (the registrant's fourth fiscal quarter in the case of anannual report) that has materially affected, or is reasonably likely tomaterially affect, the registrant's internal control over financial reporting;

- The registrant's other certifying officers and I have disclosed, based onour most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of registrant's board of directors(or persons performing the equivalent function):

All significant deficiencies and material weaknesses in thedesign or operation of internal controls over financial reporting which arereasonably likely to adversely affect the registrant's ability to record,process, summarize and report financial information; and
Any fraud, whether or not material, that involves management orother employees who have a significant role in the registrant's internalcontrols; and

- The registrant's other certifying officers and I have indicated inthis quarterly report whether or not there were significant changes in internalcontrols or in other factors that could significantly affect internal controlssubsequent to the date of our most recent evaluation, including any correctiveactions with regard to significant deficiencies and material weaknesses.

 

November 12, 2003

/s/ L. Ray Christie	L. Ray ChristieChief Financial Officer