Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  WILSON GARY L /CA/
2. Date of Event Requiring Statement (Month/Day/Year)
11/09/2006
3. Issuer Name and Ticker or Trading Symbol
THERMAGE INC [THRM]
(Last)
(First)
(Middle)
C/O THERMAGE, INC., 25881 INDUSTRIAL BOULEVARD
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP International Sales
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

HAYWARD, CA 94545
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)   (1) 11/20/2013 Common Stock 75,000 $ 1.1 D  
Employee Stock Option (right to buy)   (2) 12/15/2015 Common Stock 75,000 $ 1.9 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WILSON GARY L /CA/
C/O THERMAGE, INC.
25881 INDUSTRIAL BOULEVARD
HAYWARD, CA 94545
      VP International Sales  

Signatures

/s/ Gary Wilson 10/30/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) This option vests and the shares become exercisable according to the following schedule: 1/4 on November 10, 2004 and 1/48 on the last day of each full calendar month thereafter.
(2) This option vests and the shares become exercisable according to the following schedule: 1/48 on January 31, 2006 and 1/48 on the last day of each full calendar month thereafter.
 
Remarks:
The Date of Event is based upon the date of effectiveness of the Issuer's Registration Statement on Form S-1 filed in connection with the Issuer's initial public offering, estimated to be on or about November 9, 2006.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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