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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-K/A

Amendment No. 1



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ANNUAL REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2003

Commission File Number: 0-27422



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ARTHROCARE CORPORATION

(Exact name of Registrant as specified in its charter)



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|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Delaware                                                       |  | 94-3180312                             
|(State or other jurisdiction of Incorporation or organization) |  | (I.R.S. employer Identification number)

680 Vaqueros Avenue, Sunnyvale, California 94085

(Address of principal executive offices and zip code)

(408) 736-0224

(Registrants telephone number, including area code)



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Securities registered pursuant
to 12 (b) of the Act:

None

Securities registered pursuant to section 12 (g) of the Act:

Common Stock, $0.001 Par Value; Preferred Share
Purchase Rights



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Indicate by
check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes  x    No ̈

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ̈No  x

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrants knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of accelerated filer
and large accelerated filer in Rule 12b-2 of the Exchange Act: (Check one):

Large accelerated
filer  x        Accelerated filer ̈Non-accelerated filer ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes ̈No  x

As of June 30, 2003, the aggregate market value of the voting stock held by non-affiliates of the Registrant was approximately $181,555,000 (based upon the closing sales price of such stock as reported by The
NASDAQ Stock Market on such date). Shares of Common Stock held by each officer, director, and holder of 5% or more of the outstanding Common Stock on that date have been excluded in that such persons may be deemed to be affiliates. This
determination of affiliate status is not necessarily a conclusive determination for other purposes.

As of February 27, 2004, the number of
outstanding shares of the Registrants Common Stock was 21,141,885.



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DOCUMENTS INCORPORATED BY REFERENCE

Certain information required by items 10, 11, 12, and 13
of Part III of Form 10-K is incorporated by reference from the Registrants proxy statement for the 2004 Annual Stockholders Meeting, which will be filed, with the Securities and Exchange Commission within 120 days after the close of the
Registrants fiscal year ended December 31, 2003.



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EXPLANATORY NOTE

ArthroCare Corporation (the Company) is filing Amendment No. 1 to its Annual Report on Form 10-K/A solely for the purpose of filing an unredacted copy of Exhibit 10.40 to the Companys Annual
Report on Form 10-K originally filed on March 15, 2004 (the Original Annual Report). The Company has made no other changes to the previously filed Original Annual Report.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

3.Exhibits (in accordance with Item 601 of Regulation S-K).



|      |  |                                                                                                                                                                                                                                                                                 
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1   |  | Restated Certificate of Incorporation of the Registrant. (Incorporated herein by reference to Exhibit 3.1 filed previously with the
Registrants Annual Report on Form 10-K for the period ended December 30, 2000).                                                            
|      | 
|3.2   |  | Amended and Restated By laws of the Registrant. (Incorporated herein by reference to Exhibit 3.2 filed previously with the Registrants
Quarterly Report on Form 10-Q for the period ended October 3, 1998).                                                                    
|      | 
|4.1   |  | Specimen Common Stock Certificate. (Incorporated herein by reference to Exhibit 4.1 filed previously with the Registrants Registration
Statement on Form 8-A (Registration No. 000-27422)).                                                                                    
|      | 
|10.1* |  | Form of Indemnification Agreement between the registrant and each of its directors and officers. (Incorporated herein by reference to Exhibit
10.1 filed previously with the Registrants Registration Statement on Form S-1 (Registration No. 33-80453)).                      
|      | 
|10.2* |  | Incentive Stock Plan and form of Stock Option Agreement thereunder. (Incorporated herein by reference to Exhibit 10.2 filed previously with
the Registrants Registration Statement on Form S-1 (Registration No. 33-80453)).                                                   
|      | 
|10.3* |  | Director Option Plan and form of Director Stock Option Agreement thereunder. (Incorporated herein by reference to Exhibit 10.3 filed
previously with the Registrants Registration Statement on Form S-1 (Registration No. 33-80453)).                                          
|      | 
|10.4* |  | Employee Stock Purchase Plan and forms of agreements thereunder. (Incorporated herein by reference to Exhibit 10.4 filed previously with the
Registrants Registration Statement on Form S-1 (Registration No. 33-80453)).                                                      
|      | 
|10.5  |  | Form of Exclusive Distribution Agreement. (Incorporated herein by reference to Exhibit 10.5 filed previously with the Registrants
Registration Statement on Form S-1 (Registration No. 33-80453)).                                                                             
|      | 
|10.6  |  | Form of Exclusive Sales Representative Agreement. (Incorporated herein by reference to Exhibit 10.6 filed previously with the
Registrants Registration Statement on Form S-1 (Registration No. 33-80453)).                                                                     
|      | 
|10.7  |  | Consulting Agreement, dated May 10, 1993, between the Registrant and Philip E. Eggers, and amendment thereto. (Incorporated herein by
reference to Exhibit 10.7 filed previously with the Registrants Registration Statement on Form S-1 (Registration No. 33-80453)).         
|      | 
|10.8  |  | Consulting Agreement, dated May 20, 1993, between the Registrant and Eggers & Associates, Inc., and amendment thereto. (Incorporated
herein by reference to Exhibit 10.8 filed previously with the Registrants Registration Statement on Form S-1 (Registration No. 33-80453)).
|      | 
|10.9  |  | Lease Agreement, dated May 20, 1993, between the Registrant and Eggers & Associates, Inc., and amendment thereto. (Incorporated herein by
reference to Exhibit 10.9 filed previously with the Registrants Registration Statement on Form S-1 (registration No. 33-80453)).     



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|       |  |                                                                                                                                                                                                                                                                                                                     
|------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.10  |  | Amended and Restated Stockholder Right Agreement, dated October 16, 1995, between the Registrant and certain holders of the
Registrants securities. (Incorporated herein by reference to Exhibit 10.20 filed previously with the Registrants Registration Statement on form S-1 (Registration No. 33-80453)).     
|       | 
|10.11  |  | Contribution Agreement, dated March 31, 1995, by and among Philip E. Eggers, Robert S. Garvie, Anthony J. Manlove, Hira V. Thapliyal and the
Registrant. (Incorporated herein by reference to Exhibit 10.21 filed previously with the Registrants Registration Statement on Form S-1 (Registration No. 33-80453)). 
|       | 
|10.12  |  | Amended and Restated Stockholder Rights Agreement, dated October 2, 1998, between the Registrant and Norwest Bank Minnesota, N.A.
(Incorporated herein by reference to Exhibit 10.20 filed previously with the Registrants Registration Statement on Form 8-A filed October 21, 1998 (Registration No. 000-27422)).
|       | 
|10.13  |  | Exclusive Distributor Agreement, dated August 21, 1997, between the Registrant and Kobyashi Pharmaceutical Company, Ltd. (Incorporated herein
by reference to Exhibit 10.25 filed previously with the Registrants Quarterly Report on Form 10-Q for the period ended September 27, 1997).                          
|       | 
|10.14  |  | License Agreement dated February 9, 1998, between the Registrant and Boston Scientific Corporation. (Incorporated herein by reference to
Exhibit 10.26 filed previously with the Registrants Annual Report on form 10-K for the period ended January 3, 1998).                                                     
|       | 
|10.15  |  | Development and Supply Agreement dated February 9, 1998, between the Registrant and Boston Scientific Corporation. (Incorporated herein by
reference to Exhibit 10.27 filed previously with the Registrants Annual report on form 10-K for the period ended January 3, 1998).                                      
|       | 
|10.16* |  | Change of Control Agreement between the Registrant and the CEO. (Incorporated herein by reference to Exhibit 10.28 filed previously with the
Registrants Annual Report on Form 10-K for the period ended January 2, 1999).                                                                                         
|       | 
|10.17* |  | The form of VP Continuity Agreement between the Registrant and its Vice Presidents. (Incorporated herein by reference to Exhibit
10.29 filed previously with the Registrants Annual Report on Form 10-K for the period ended January 2, 1999).                                                                   
|       | 
|10.18  |  | Letter Agreement dated February 9, 1999 between the Registrant and Collagen Aesthetics. (Incorporated herein by reference to Exhibit 10.30
filed previously with the Registrants Annual Report on Form 10-K/A for the period ended January 2, 1999).                                                               
|       | 
|10.19* |  | Employment Letter Agreement, between the Registrant and John R. Tighe dated January 26, 1999. (Incorporated herein by reference to Exhibit
10.30 filed previously with the registrants Quarterly Report on Form 10-Q for the period ended April 3, 1999).                                                          
|       | 
|10.20* |  | Reserved.                                                                                                                                                                                                                                                                                                           
|       | 
|10.21* |  | Employment Letter Agreement, between the Registrant and Bruce P. Prothro amended May 19, 1999. (Incorporated herein by reference to Exhibit
10.32 filed previously with the Registrants Quarterly Report on Form 10-Q for the period ended April 3, 1999).                                                         
|       | 
|10.22 |  | Litigation Settlement Agreement, between the Registrant and ETHICON Inc. dated June 24, 1999 (Incorporated herein by reference to Exhibit
10.33 previously filed with the Registrants Quarterly Report on Form 10-Q for the period ended July 3, 1999).                                                            
|       | 
|10.23  |  | Relocation Loan Agreement, between the Registrant and John. R. Tighe dated May 1, 1999. (Incorporated herein by reference to Exhibit 10.34
previously filed with the Registrants Quarterly Report on Form 10-Q for the period ended July 3, 1999).                                                                 
|       | 
|10.24  |  | Line of Credit Agreement with Silicon Valley Bank dated June 11, 1999. (Incorporated herein by reference to Exhibit 10.35 previously filed
with the Registrants Quarterly Report on Form 10-Q for the period ended July 3, 1999).                                                                                  
|       | 
|10.25 |  | Amendment to License Agreement between ArthroCare Corporation and Inamed Corporation dated October 1, 1999. (Incorporated herein by reference
to Exhibit 10.33 previously filed with the Registrants Registration Statement on Form S-3 (Registration No. 333-87187)).                                             



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|       |  |                                                                                                                                                                                                                                                                                                                                                                                        
|------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.26  |  | First Amendment to Rights Agreement between the ArthroCare Corporation and Norwest Bank Minnesota, N.A. (the Rights Agent)
dated March 10, 2000. (Incorporated herein by reference to Exhibit 99.1 previously filed with the Registrants Form 8-K filed March 10, 2000.)                                                                                                            
|       | 
|10.27* |  | Nonstatuatory Stock Option Plan and form of Stock Option Agreement thereunder. (Incorporated herein by reference to Exhibit 10.35 filed
previously with this the Registrants Annual Report on Form 10-K for the period ended December 31, 1999).                                                                                                                                      
|       | 
|10.28 |  | License Agreement between ArthroCare Corporation and Stryker Corporation, dated June 28, 2000. (Incorporated herein by reference to Exhibit
10.36 filed previously with this the Registrants Quarterly Report on Form 10-Q for the period ended July 1, 2000).                                                                                                                        
|       | 
|10.29* |  | Change of Control Agreement between the Registrant and Michael Baker, CEO, dated September 25, 2001. (Incorporated herein by reference to
Exhibit 10.37 filed previously with the Registrants Quarterly Report on Form 10-Q for the period ended September 29, 2001).                                                                                                                 
|       | 
|10.30* |  | Amendment to the 1993 Incentive Plan (Incorporated herein by reference to Exhibit 4.2 to the Registrants Registration Statement on Form
S-8 filed on August 8, 2000).                                                                                                                                                                                                                 
|       | 
|10.31* |  | Amendment to the 1995 Director Option Plan (Incorporated herein by reference to Exhibit 4.3 to the Registrants Statement on Form S-8
filed on August 8, 2000).                                                                                                                                                                                                                        
|       | 
|10.32 |  | Share Purchase Agreement relating to the entire issued share capital of Atlantech Medical Devices Limited and Atlantech Medical Devices (UK),
Limited, dated October 21, 2002.                                                                                                                                                                                                         
|       | 
|10.33* |  | Amended and Restated Nonstatutory Option Plan (Incorporated herein by reference to Exhibit 4.5 to the Registrants Registration Statement
on Form S-8 filed on May 8, 2003).                                                                                                                                                                                                           
|       | 
|10.34* |  | 2003 Incentive Stock Plan (Incorporated herein by reference to Exhibit 4.4 to the Registrants Registration Statement on Form S-8 filed
with the Securities and Exchange Commission on June 24, 2003).                                                                                                                                                                                 
|       | 
|10.35* |  | Second Amendment to the 1995 Director Option Plan (Incorporated herein by reference to Exhibit 4.3 to the Registrants Registration
Statement on Form S-8 filed with the Securities and Exchange Commission on May 8, 2003).                                                                                                                                                           
|       | 
|10.36  |  | Agreement and Plan of Merger, dated as of October 23, 2003, as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of January
5, 2004, by and among ArthroCare Corporation, Alpha Merger Sub Corporation and Medical Device Alliance Inc. (Incorporated herein by reference to Exhibit 2.1 to the Registrants Current Report on Form 8-K filed on February 11,
2004).
|       | 
|10.37  |  | Contingent Value Rights Agreement, dated as of January 28, 2004, by and among ArthroCare Corporation, Alpha Merger Sub Corporation, Medical
Device Alliance Inc., Wells Fargo Bank, N.A. and Frank Bumstead (Incorporated herein by reference to Exhibit 2.2 to the Registrants Current Report on Form 8-K filed on February 11, 2004).                                               
|       | 
|10.38  |  | Form of Stockholder Waiver Agreement, dated as of October 23, 2003, by each of Vegas Ventures, LLC, Jeffrey Barber and Howard Preissman
(Incorporated herein by reference to Exhibit 99.3 to the Registrants Current Report on Form 8-K filed on October 31, 2003).                                                                                                                   
|       | 
|10.39  |  | Stockholder Waiver Agreement, dated as of October 23, 2003, by the McGhan Entities (Incorporated herein by reference to Exhibit 99.4 to the
Registrants Current Report on Form 8-K filed on October 31, 2003).                                                                                                                                                                        
|       | 
|10.40  |  | Credit Agreement between the Registrant, Bank of America, N.A. and Wells Fargo Bank, National Association, dated December 19,
2003.                                                                                                                                                                                                                                                    
|       | 
|21.1+  |  | Subsidiaries of the Registrant.                                                                                                                                                                                                                                                                                                                                                        
|       | 
|23.1+  |  | Consent of PricewaterhouseCoopers LLP, Independent Accountants.                                                                                                                                                                                                                                                                                                                        
|       | 
|24.1+  |  | Power of Attorney.                                                                                                                                                                                                                                                                                                                                                                     
|       | 
|31.1   |  | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                     



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|     |  |                                                                                                                                                                                              
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.2 |  | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.                           
|     | 
|32.1 |  | Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
|     | 
|32.2 |  | Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.

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| | Confidential treatment has been granted as to portions of this exhibit.
|- | -----------------------------------------------------------------------

|* | Management contract or compensatory plan or arrangement.
|- | --------------------------------------------------------

|+ | Filed on March 15, 2004, with the original filing of the Annual Report on Form 10-K for the year ended December 31, 2003.
|- | -------------------------------------------------------------------------------------------------------------------------

ARTHROCARE CORPORATION

INDEX TO
EXHIBITS*



|              |  |                                                                                                                                                                   
|------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Exhibit Name                                                                                                                                                      
|              | 
|10.40         |  | Credit Agreement between the Registrant, Bank of America, N.A. and Wells Fargo Bank, National Association, dated December 19,
2003.                               
|              | 
|21.1+         |  | Subsidiaries of the Registrant.                                                                                                                                   
|              | 
|23.1+         |  | Consent of PricewaterhouseCoopers LLP, Independent Accountants.                                                                                                   
|              | 
|24.1+         |  | Power of Attorney.                                                                                                                                                
|              | 
|31.1          |  | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|              | 
|31.2          |  | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|              | 
|32.1          |  | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.            
|              | 
|32.2          |  | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.            

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|* | Only exhibits actually filed are listed. Exhibits incorporated by reference are set forth in the exhibit listing included in Item 15 of the Report on Form 10-K.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

|+ | Filed on March 15, 2004, with the original filing of the Annual Report on Form 10-K for the year ended December 31, 2003.
|- | -------------------------------------------------------------------------------------------------------------------------



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SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|                   |  |                                                  
|------------------ |  | -------------------------------------------------
|                   |  | ARTHROCARE CORPORATION a Delaware
corporation    
|                   | 
|Date: May 11, 2006 |  | /s/ Michael A. Baker                             
|                   |  | Michael A. Baker                                 
|                   |  | President, Chief Executive Officer and Director  
|                   |  | (Principal Executive Officer)                    
|                   | 
|Date: May 11, 2006 |  | /s/ Michael Gluk                                 
|                   |  | Michael Gluk                                     
|                   |  | Senior Vice President and Chief Financial Officer
|                   |  | (Principal Financial and Accounting Officer)     



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