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 *
  BYRNES ROBERT F
 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)
6339 E. BLAIRWOOD LANE		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

ORANGE, CA 92867		 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 697,916
I (1)
By Byrnes Family Trust
Common Stock 216,000
I (2)
By Byrnes 1998 Generational Trust

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
Series C Convertible Preferred Stock   (3)   (4) Common Stock 44,000 $ (5) I (2) By Byrnes 1998 Generational Trust
Director Stock Option (right to buy)   (6) 05/03/2016 Common Stock 10,000 $ 3 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BYRNES ROBERT F
6339 E. BLAIRWOOD LANE
ORANGE, CA 92867		   X   X    

Signatures

/s/ Robert F. Byrnes 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) Mr. Byrnes disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
(2) These securities are held in a trust for the benefit of Mr. Brynes' children of which Mr. Byrnes serves as a trustee. Mr. Byrnes disclaims beneficial ownership of these securities, and the filing of this report is not an admission that Mr. Byrnes is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
(3) Immediately.
(4) Not applicable.
(5) 1-for-1.
(6) This option vests and the shares become exercisable according to the following schedule: 1/48 on March 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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