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 *
  Heigel Douglas W
 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 Operations
 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)
Common Stock 73,124
D
 

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) 05/14/2012 Common Stock 834 (2) $ 0.45 D  
Employee Stock Option (right to buy)   (3) 04/03/2013 Common Stock 5,000 (4) $ 0.45 D  
Employee Stock Option (right to buy)   (5) 07/22/2013 Common Stock 34,167 (6) $ 0.7 D  
Employee Stock Option (right to buy)   (7) 11/20/2013 Common Stock 46,875 (8) $ 1.1 D  
Employee Stock Option (right to buy)   (9) 05/20/2014 Common Stock 20,000 $ 1.9 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Heigel Douglas W
C/O THERMAGE, INC.
25881 INDUSTRIAL BOULEVARD
HAYWARD, CA 94545		       VP Operations  

Signatures

/s/ Douglas W. Heigel 11/09/2006
**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 May 15, 2003 and 1/48 on the last day of each full calendar month thereafter.
(2) The original option grant for 40,000 shares was partially exercised as follows: 10,000 shares on May 28, 2003, 5,833 shares on January 19, 2004, 1,667 shares on March 24, 2004 and 21,666 shares on May 2, 2006.
(3) This option vests and the shares become exercisable according to the following schedule: 1/48 on May 31, 2003 and 1/48 on the last day of each full calendar month thereafter.
(4) The original option grant for 20,000 was partially exercised as follows: 3,333 shares on January 19, 2004, 834 shares on March 24, 2004 and 10,833 shares on May 2, 2006.
(5) This option vests and the shares become exercisable according to the following schedule: 1/48 on August 31, 2003 and 1/48 on the last day of each full calendar month thereafter.
(6) The original option grant for 40,000 shares was partially exercised as follows: 4,167 on January 19, 2004 and 1,666 shares on March 24, 2004.
(7) This option vests and the shares become exercisable according to the following schedule: 1/48 on December 31, 2003 and 1/48 on the last day of each full calendar month thereafter.
(8) The original option grant for 50,000 shares was partially exercised as follows: 3,125 shares on March 24, 2004.
(9) This option vests and the shares become exercisable according to the following schedule: 1/48 on June 30, 2004 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.

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