AMENDED AND RESTATED BYLAWS
 
                                         OF
 
                             ARTHROCARE CORPORATION
                             (a Delaware corporation)
 
 
        ARTICLE I
 
        CORPORATE OFFICES
 
I.1     REGISTERED OFFICE
 
The registered office of the corporation shall be fixed in the
certificate of incorporation of the corporation.
 
I.2     OTHER OFFICES
 
The board of directors may at any time establish branch or
subordinate offices at any place or places where the corporation is
qualified to do business.
 
 
        ARTICLE II
 
        MEETINGS OF STOCKHOLDERS
 
II.1    PLACE OF MEETINGS
 
Meetings of stockholders shall be held at any place within or
outside the State of Delaware designated by the board of directors.  In
the absence of any such designation, stockholders' meetings shall be
held at the principal executive office of the corporation.
 
II.2    ANNUAL MEETING
 
The annual meeting of stockholders shall be held each year on a
date and at a time designated by the board of directors.  In the absence
of such designation, the annual meeting of stockholders shall be held on
the second Wednesday of June in each year at 10:00 a.m.  However, if
such day falls on a legal holiday, then the meeting shall be held at the
same time and place on the next succeeding full business day.  At the
meeting, directors shall be elected, and any other proper business may
be transacted.
 
 
II.3    SPECIAL MEETING
 
A special meeting of the stockholders may be called at any time by
the board of directors, or by the chairman of the board, or by the
president.  No other person or persons are permitted to call a special
meeting.
 
II.4    NOTICE OF STOCKHOLDERS' MEETINGS
 
All notices of meetings of stockholders shall be sent or otherwise
given in accordance with Section 2.6 of these bylaws not less than ten
(10) nor more than sixty (60) days before the date of the meeting.  The
notice shall specify the place, date and hour of the meeting and (i) in
the case of a special meeting, the purpose or purposes for which the
meeting is called (no business other than that specified in the notice
may be transacted) or (ii) in the case of the annual meeting, those
matters which the board of directors, at the time of giving the notice,
intends to present for action by the stockholders (but any proper matter
may be presented at the meeting for such action).  The notice of any
meeting at which directors are to be elected shall include the name of
any nominee or nominees who, at the time of the notice, the board
intends to present for election.
 
II.5    ADVANCE NOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER
BUSINESS
 
Subject to the rights of holders of any class or series of stock
having a preference over the Common Stock as to dividends or upon
liquidation,
 
(a)     nominations for the election of directors, and
 
(b)     business proposed to be brought before any stockholder
meeting
 
may be made by the board of directors or proxy committee appointed by
the board of directors or by any stockholder entitled to vote in the
election of directors generally if such nomination or business proposed
is otherwise proper business before such meeting.  However, any such
stockholder may nominate one or more persons for election as directors
at a meeting or propose business to be brought before a meeting, or
both, only if such stockholder has given timely notice in proper written
form of their intent to make such nomination or nominations or to
propose such business.  To be timely, such stockholder's notice must be
delivered to or mailed and received at the principal executive offices
of the corporation not less than one hundred twenty (120) calendar days
in advance of the date specified in the corporation's proxy statement
released to stockholders in connection with the previous year's annual
meeting of stockholders; provided, however, that in the event that no
annual meeting was held in the previous year or the date of the annual
meeting has been changed by more than thirty (30) days from the date
contemplated at the time of the previous year's proxy statement, notice
by the stockholder to be timely must be so received a reasonable time
before the solicitation is made.  To be in proper form, a stockholder's
notice to the secretary shall set forth:
 
(i)     the name and address of the stockholder who intends to
make the nominations or propose the business and, as the
case may be, of the person or persons to be nominated or of
the business to be proposed;
 
(ii)    a representation that the stockholder is a holder of
record of stock of the corporation entitled to vote at such
meeting and, if applicable, intends to appear in person or
by proxy at the meeting to nominate the person or persons
specified in the notice;
 
(iii)   if applicable, a description of all arrangements or
understandings between the stockholder and each nominee and
any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be
made by the stockholder;
 
(iv)    such other information regarding each nominee or each
matter of business to be proposed by such stockholder as
would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange
Commission had the nominee been nominated, or intended to be
nominated, or the matter been proposed, or intended to be
proposed by the board of directors; and
 
(v)     if applicable, the consent of each nominee to serve as
director of the corporation if so elected.
 
The chairman of the meeting shall refuse to acknowledge the
nomination of any person or the proposal of any business not made in
compliance with the foregoing procedure.
 
II.6    MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE
 
Written notice of any meeting of stockholders shall be given
either personally or by first-class mail or by telegraphic or other
written communication.  Notices not personally delivered shall be sent
charges prepaid and shall be addressed to the stockholder at the address
of that stockholder appearing on the books of the corporation or given
by the stockholder to the corporation for the purpose of notice.  Notice
shall be deemed to have been given at the time when delivered personally
or deposited in the mail or sent by telegram or other means of written
communication.
 
An affidavit of the mailing or other means of giving any notice of
any stockholders' meeting, executed by the secretary, assistant
secretary or any transfer agent of the corporation giving the notice,
shall be prima facie evidence of the giving of such notice.
 
        II.7    QUORUM
 
The holders of a majority in voting power of the stock issued and
outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business except as otherwise pro-
vided by statute or by the certificate of incorporation.  If, however,
such quorum is not present or represented at any meeting of the
stockholders, then either (i) the chairman of the meeting or (ii) the
stockholders entitled to vote thereat, present in person or represented
by proxy, shall have power to adjourn the meeting in accordance with
Section 2.7 of these bylaws.
 
When a quorum is present at any meeting, the vote of the holders
of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which, by express provision of
the laws of the State of Delaware or of the certificate of incorporation
or these bylaws, a different vote is required, in which case such
express provision shall govern and control the decision of the question.
 
If a quorum be initially present, the stockholders may continue to
transact business until adjournment, notwithstanding the withdrawal of
enough stockholders to leave less than a quorum, if any action taken is
approved by a majority of the stockholders initially constituting the
quorum.
 
II.8    ADJOURNED MEETING; NOTICE
 
When a meeting is adjourned to another time and place, unless
these bylaws otherwise require, notice need not be given of the
adjourned meeting if the time and place thereof are announced at the
meeting at which the adjournment is taken.  At the adjourned meeting the
corporation may transact any business that might have been transacted at
the original meeting.  If the adjournment is for more than thirty (30)
days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.
 
II.9    VOTING
 
The stockholders entitled to vote at any meeting of stockholders
shall be determined in accordance with the provisions of Section 2.11 of
these bylaws, subject to the provisions of Sections 217 and 218 of the
General Corporation Law of Delaware (relating to voting rights of
fiduciaries, pledgors and joint owners, and to voting trusts and other
voting agreements).
 
Except as may be otherwise provided in the certificate of
incorporation or these bylaws, each stockholder shall be entitled to one
vote for each share of capital stock held by such stockholder and
stockholders shall not be entitled to cumulate their votes in the
election of directors or with respect to any matter submitted to a vote
of the stockholders.
 
Notwithstanding the foregoing, if the stockholders of the
corporation are entitled, pursuant to Sections 2115 and 301.5 of the
California Corporations Code, to cumulate their votes in the election of
directors, each such stockholder shall be entitled to cumulate votes
(i.e., cast for any candidate a number of votes greater than the number
of votes that such stockholder normally is entitled to cast) only if the
candidates' names have been properly placed in nomination (in accordance
with these bylaws) prior to commencement of the voting, and the
stockholder requesting cumulative voting has given notice prior to
commencement of the voting of the stockholder's intention to cumulate
votes.  If cumulative voting is properly requested, each holder of
stock, or of any class or classes or of a series or series thereof, who
elects to cumulate votes shall be entitled to as many votes as equals
the number of votes that (absent this provision as to cumulative voting)
he or she would be entitled to cast for the election of directors with
respect to his or her shares of stock multiplied by the number of
directors to be elected by him, and he or she may cast all of such votes
for a single director or may distribute them among the number to
be voted for, or for any two or more of them, as he or she may see fit.
 
II.10   RECORD DATE FOR STOCKHOLDER NOTICE; VOTING
 
For purposes of determining the stockholders entitled to notice of
any meeting or to vote thereat, the board of directors may fix, in
advance, a record date, which shall not precede the date upon which the
resolution fixing the record date is adopted by the board of directors
and which shall not be more than sixty (60) days nor less than ten (10)
days before the date of any such meeting, and in such event only
stockholders of record on the date so fixed are entitled to notice and
to vote, notwithstanding any transfer of any shares on the books of the
corporation after the record date.
 
If the board of directors does not so fix a record date, the
record date for determining stockholders entitled to notice of or to
vote at a meeting of stockholders shall be at the close of business on
the business day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the business day next
preceding the day on which the meeting is held.
 
A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of
the meeting unless the board of directors fixes a new record date for
the adjourned meeting, but the board of directors shall fix a new record
date if the meeting is adjourned for more than thirty (30) days from the
date set for the original meeting.
 
The record date for any other purpose shall be as provided in
Section 8.1 of these bylaws.
 
II.11   PROXIES
 
Every person entitled to vote for directors, or on any other
matter, shall have the right to do so either in person or by one or more
agents authorized by a written proxy signed by the person and filed with
the secretary of the corporation, but no such proxy shall be voted or
acted upon after three (3) years from its date, unless the proxy
provides for a longer period.  A proxy shall be deemed signed if the
stockholder's name is placed on the proxy (whether by manual signature,
typewriting, telegraphic transmission, telefacsimile or otherwise) by
the stockholder or the stockholder's attorney-in-fact.  The revocability
of a proxy that states on its face that it is irrevocable shall be
governed by the provisions of Section 212(e) of the General Corporation
Law of Delaware.
 
II.12   ORGANIZATION
 
The president, or in the absence of the president, the chairman of
the board, or, in the absence of the president and the chairman of the
board, one of the corporation's vice presidents, shall call the meeting
of the stockholders to order, and shall act as chairman of the meeting.
 In the absence of the president, the chairman of the board, and all of
the vice presidents, the stockholders shall appoint a chairman for such
meeting.  The chairman of any meeting of stockholders shall determine
the order of business and the procedures at the meeting, including such
matters as the regulation of the manner of voting and the conduct of
business.  The secretary of the corporation shall act as secretary of
all meetings of the stockholders, but in the absence of the secretary at
any meeting of the stockholders, the chairman of the meeting may appoint
any person to act as secretary of the meeting.
 
II.13   LIST OF STOCKHOLDERS ENTITLED TO VOTE
 
The officer who has charge of the stock ledger of the corporation
shall prepare and make, at least ten (10) days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address of
each stockholder and the number of shares registered in the name of each
stockholder.  Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten (10) days prior to the
meeting, either at a place within the city where the meeting is to be
held, which place shall be specified in the notice of the meeting, or,
if not so specified, at the place where the meeting is to be held.  The
list shall also be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any
stockholder who is present.
 
II.14   WAIVER OF NOTICE
 
Whenever notice is required to be given under any provision of the
General Corporation Law of Delaware or of the certificate of
incorporation or these bylaws, a written waiver thereof, signed by the
person entitled to notice, whether before or after the time stated
therein, shall be deemed equivalent to notice.  Attendance of a person
at a meeting shall constitute a waiver of notice of such meeting, except
when the person attends a meeting for the express purpose of objecting,
at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened.  Neither the
business to be transacted at, nor the purpose of, any regular or special
meeting of the stockholders need be specified in any written waiver of
notice unless so required by the certificate of incorporation or these
bylaws.
 
 
        ARTICLE III
 
        DIRECTORS
 
III.1   POWERS
 
Subject to the provisions of the General Corporation Law of
Delaware and to any limitations in the certificate of incorporation or
these bylaws relating to action required to be approved by the
stockholders or by the outstanding shares, the business and affairs of
the corporation shall be managed and all corporate powers shall be
exercised by or under the direction of the board of directors.
 
 
III.2   NUMBER OF DIRECTORS
 
The board of directors shall be not less than four (4) nor more
than seven (7) members.  The exact number of directors shall be seven
(7) until changed, within the limits specified above by a bylaw amending
this Section 3.2 duly adopted by the board of directors or by the
stockholders.  The indefinite number of directors may be changed, or a
definite number may be fixed without provision for an indefinite number,
by an amendment to this bylaw, duly adopted by the board of directors or
by the stockholders, or by a duly adopted amendment to the certificate
of incorporation.
 
No reduction of the authorized number of directors shall have the
effect of removing any director before that director's term of office
expires.
 
III.3   ELECTION AND TERM OF OFFICE OF DIRECTORS
 
Except as provided in Section 3.4 of these bylaws, directors shall
be elected at each annual meeting of stockholders to hold office until
the next annual meeting. Each director, including a director elected or
appointed to fill a vacancy, shall hold office until the expiration of
the term for which elected and until a successor has been elected and
qualified.
 
III.4   RESIGNATION AND VACANCIES
 
Any director may resign effective on giving written notice to the
chairman of the board, the president, the secretary or the board of
directors, unless the notice specifies a later time for that resignation
to become effective.  If the resignation of a director is effective at a
future time, the board of directors may elect a successor to take office
when the resignation becomes effective.
 
Vacancies in the board of directors may be filled by a majority of
the remaining directors, even if less than a quorum, or by a sole
remaining director; however, a vacancy created by the removal of a
director by the vote of the stockholders or by court order may be filled
only by the affirmative vote of a majority of the shares represented and
voting at a duly held meeting at which a quorum is present (which shares
voting affirmatively also constitute a majority of the required quorum).
 Each director so elected shall hold office until the next annual
meeting of the stockholders and until a successor has been elected and
qualified.
 
Unless otherwise provided in the certificate of incorporation or
these bylaws:
 
        (i)     Vacancies and newly created directorships resulting
from any increase in the authorized number of directors elected by all
of the stockholders having the right to vote as a single class may be
filled by a majority of the directors then in office, although less than
a quorum, or by a sole remaining director.
 
        (ii)    Whenever the holders of any class or classes of stock
or series thereof are entitled to elect one or more directors by the
provisions of the certificate of incorporation, vacancies and newly
created directorships of such class or classes or series may be filled
by a majority of the directors elected by such class or classes or
series thereof then in office, or by a sole remaining director so
elected.
 
If at any time, by reason of death or resignation or other cause,
the corporation should have no directors in office, then any officer or
any stockholder or an executor, administrator, trustee or guardian of a
stockholder, or other fiduciary entrusted with like responsibility for
the person or estate of a stockholder, may call a special meeting of
stockholders in accordance with the provisions of the certificate of
incorporation or these bylaws, or may apply to the Court of Chancery for
a decree summarily ordering an election as provided in Section 211 of
the General Corporation Law of Delaware.
 
If, at the time of filling any vacancy or any newly created
directorship, the directors then in office constitute less than a
majority of the whole board (as constituted immediately prior to any
such increase), then the Court of Chancery may, upon application of any
stockholder or stockholders holding at least ten (10) percent of the
total number of the shares at the time outstanding having the right to
vote for such directors, summarily order an election to be held to fill
any such vacancies or newly created directorships, or to replace the
directors chosen by the directors then in office as aforesaid, which
election shall be governed by the provisions of Section 211 of the
General Corporation Law of Delaware as far as applicable.
 
III.5   REMOVAL OF DIRECTORS
 
Unless otherwise restricted by statute, by the certificate of
incorporation or by these bylaws, any director or the entire board of
directors may be removed, with or without cause, by the holders of a
majority of the shares then entitled to vote at an election of
directors; provided, however, that, if and so long as stockholders of
the corporation are entitled to cumulative voting, if less than the
entire board is to be removed, no director may be removed without cause
if the votes cast against his removal would be sufficient to elect him
if then cumulatively voted at an election of the entire board of
directors.
 
III.6   PLACE OF MEETINGS; MEETINGS BY TELEPHONE
 
Regular meetings of the board of directors may be held at
any place within or outside the State of Delaware that has been
designated from time to time by resolution of the board.  In the absence
of such a designation, regular meetings shall be held at the principal
executive office of the corporation.  Special meetings of the board may
be held at any place within or outside the State of Delaware that has
been designated in the notice of the meeting or, if not stated in the
notice or if there is no notice, at the principal executive office of
the corporation.
 
Any meeting of the board, regular or special, may be held by
conference telephone or similar communication equipment, so long as all
directors participating in the meeting can hear one another; and all
such participating directors shall be deemed to be present in person at
the meeting.
 
III.7   REGULAR MEETINGS
 
Regular meetings of the board of directors may be held without
notice at such time as shall from time to time be determined by the
board of directors.  If any regular meeting day shall fall on a legal
holiday, then the meeting shall be held at the same time and place on
the next succeeding full business day.
 
III.8   SPECIAL MEETINGS; NOTICE
 
Special meetings of the board of directors for any purpose or
purposes may be called at any time by the chairman of the board, the
president, any vice president, the secretary or any two directors.
 
Notice of the time and place of special meetings shall be
delivered personally or by telephone to each director or sent by first-
class mail, telecopy or telegram, charges prepaid, addressed to each
director at that director's address as it is shown on the records of the
corporation.  If the notice is mailed, it shall be deposited in the
United States mail at least four (4) days before the time of the holding
of the meeting.  If the notice is delivered personally or by telephone,
telecopy or telegram, it shall be delivered personally or by telephone
or to the telegraph company at least forty-eight (48) hours before the
time of the holding of the meeting.  Any oral notice given personally or
by telephone may be communicated either to the director or to a person
at the office of the director who the person giving the notice has
reason to believe will promptly communicate it to the director.  The
notice need not specify the purpose or the place of the meeting, if the
meeting is to be held at the principal executive office of the
corporation.
 
III.9   QUORUM
 
A majority of the authorized number of directors shall constitute
a quorum for the transaction of business, except to adjourn as provided
in Section 3.12 of these bylaws.  Every act or decision done or made by
a majority of the directors present at a duly held meeting at which a
quorum is present shall be regarded as the act of the board of
directors, subject to the provisions of the certificate of incorporation
and applicable law.
 
A meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of directors, if any
action taken is approved by at least a majority of the quorum for that
meeting.
 
III.10  WAIVER OF NOTICE
 
Notice of a meeting need not be given to any director (i) who
signs a waiver of notice, whether before or after the meeting, or
(ii) who attends the meeting other than for the express purposed of
objecting at the beginning of the meeting to the transaction of any
business because the meeting is not lawfully called or convened.  All
such waivers shall be filed with the corporate records or made part of
the minutes of the meeting.  A waiver of notice need not specify the
purpose of any regular or special meeting of the board of directors.
 
III.11  ADJOURNMENT
 
A majority of the directors present, whether or not constituting a
quorum, may adjourn any meeting of the board to another time and place.
 
III.12  NOTICE OF ADJOURNMENT
 
Notice of the time and place of holding an adjourned meeting of
the board need not be given unless the meeting is adjourned for more
than twenty-four (24) hours.  If the meeting is adjourned for more than
twenty-four (24) hours, then notice of the time and place of the
adjourned meeting shall be given before the adjourned meeting takes
place, in the manner specified in Section 3.9 of these bylaws, to the
directors who were not present at the time of the adjournment.
 
III.13  BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING
 
Any action required or permitted to be taken by the board of
directors may be taken without a meeting, provided that all members of
the board individually or collectively consent in writing to that
action.  Such action by written consent shall have the same force and
effect as a unanimous vote of the board of directors. Such written
consent and any counterparts thereof shall be filed with the minutes of
the proceedings of the board of directors.
 
III.14  FEES AND COMPENSATION OF DIRECTORS
 
Directors and members of committees may receive such compensation,
if any, for their services and such reimbursement of expenses as may be
fixed or determined by resolution of the board of directors.  This
Section 3.15 shall not be construed to preclude any director from
serving the corporation in any other capacity as an officer, agent,
employee or otherwise and receiving compensation for those services.
 
III.15  APPROVAL OF LOANS TO OFFICERS
 
The corporation may lend money to, or guarantee any obligation of,
or otherwise assist any officer or other employee of the corporation or
any of its subsidiaries, including any officer or employee who is a
director of the corporation or any of its subsidiaries, whenever, in the
judgment of the directors, such loan, guaranty or assistance may
reasonably be expected to benefit the corporation.  The loan, guaranty
or other assistance may be with or without interest and may be
unsecured, or secured in such manner as the board of directors shall
approve, including, without limitation, a pledge of shares of stock of
the corporation.  Nothing contained in this section shall be deemed to
deny, limit or restrict the powers of guaranty or warranty of the
corporation at common law or under any statute.
 
 
        ARTICLE IV
 
        COMMITTEES
 
IV.1    COMMITTEES OF DIRECTORS
 
The board of directors may, by resolution adopted by a majority of
the authorized number of directors, designate one (1) or more
committees, each consisting of two or more directors, to serve at the
pleasure of the board.  The board may designate one (1) or more
directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee.  The
appointment of members or alternate members of a committee requires the
vote of a majority of the authorized number of directors.  Any
committee, to the extent provided in the resolution of the board, shall
have and may exercise all the powers and authority of the board, but no
such committee shall have the power or authority to (i) amend the
certificate of incorporation (except that a committee may, to the extent
authorized in the resolution or resolutions providing for the issuance
of shares of stock adopted by the board of directors as provided in
Section 151(a) of the General Corporation Law of Delaware, fix the
designations and any of the preferences or rights of such shares
relating to dividends, redemption, dissolution, any distribution of
assets of the corporation or the conversion into, or the exchange of
such shares for, shares of any other class or classes or any other
series of the same or any other class or classes of stock of the
corporation), (ii) adopt an agreement of merger or consolidation under
Sections 251 or 252 of the General Corporation Law of Delaware,
(iii) recommend to the stockholders the sale, lease or exchange of all
or substantially all of the corporation's property and assets,
(iv) recommend to the stockholders a dissolution of the corporation or a
revocation of a dissolution or (v) amend the bylaws of the corporation;
and, unless the board resolution establishing the committee, the bylaws
or the certificate of incorporation expressly so provide, no such
committee shall have the power or authority to declare a dividend, to
authorize the issuance of stock, or to adopt a certificate of ownership
and merger pursuant to Section 253 of the General Corporation Law of
Delaware.
 
IV.2    MEETINGS AND ACTION OF COMMITTEES
 
Meetings and actions of committees shall be governed by, and held
and taken in accordance with, the following provisions of Article III of
these bylaws: Section 3.6 (place of meetings; meetings by telephone),
Section 3.8 (regular meetings), Section 3.9 (special meetings; notice),
Section 3.10 (quorum), Section 3.11 (waiver of notice), Section 3.12
(adjournment), Section 3.13 (notice of adjournment) and Section 3.14
(board action by written consent without meeting), with such changes in
the context of those bylaws as are necessary to substitute the committee
and its members for the board of directors and its members; provided,
however, that the time of regular meetings of committees may be
determined either by resolution of the board of directors or by
resolution of the committee, that special meetings of committees may
also be called by resolution of the board of directors, and that notice
of special meetings of committees shall also be given to all alternate
members, who shall have the right to attend all meetings of the com-
mittee.  The board of directors may adopt rules for the government of
any committee not inconsistent with the provisions of these bylaws.
 
IV.3    COMMITTEE MINUTES
 
Each committee shall keep regular minutes of its meetings and
report the same to the board of directors when required.
 
 
        ARTICLE V
 
        OFFICERS
 
V.1     OFFICERS
 
The Corporate Officers of the corporation shall be a president, a
secretary and a chief financial officer.  The corporation may also have,
at the discretion of the board of directors, a chairman of the board,
one or more vice presidents (however denominated), one or more assistant
secretaries, a treasurer and one or more assistant treasurers, and such
other officers as may be appointed in accordance with the provisions of
Section 5.3 of these bylaws.  Any number of offices may be held by the
same person.
 
In addition to the Corporate Officers of the Company described
above, there may also be such Administrative Officers of the corporation
as may be designated and appointed from time to time by the president of
the corporation in accordance with the provisions of Section 5.12 of
these bylaws.
 
V.2     ELECTION OF OFFICERS
 
The Corporate Officers of the corporation, except such officers
as may be appointed in accordance with the provisions of Section 5.3 or
Section 5.5 of these bylaws, shall be chosen by the board of directors,
subject to the rights, if any, of an officer under any contract of
employment, and shall hold their respective offices for such terms as
the board of directors may from time to time determine.
 
V.3     SUBORDINATE OFFICERS
 
The board of directors may appoint, or may empower the president
to appoint, such other Corporate Officers as the business of the corpo-
ration may require, each of whom shall hold office for such period, have
such power and authority, and perform such duties as are provided in
these bylaws or as the board of directors may from time to time
determine.
 
The president may from time to time designate and appoint
Administrative Officers of the corporation in accordance with the
provisions of Section 5.12 of these bylaws.
 
V.4     REMOVAL AND RESIGNATION OF OFFICERS
 
Subject to the rights, if any, of a Corporate Officer under any
contract of employment, any Corporate Officer may be removed, either
with or without cause, by the board of directors at any regular or
special meeting of the board or, except in case of a Corporate Officer
chosen by the board of directors, by any Corporate Officer upon whom
such power of removal may be conferred by the board of directors.
 
Any Corporate Officer may resign at any time by giving written
notice to the corporation.  Any resignation shall take effect at the
date of the receipt of that notice or at any later time specified in
that notice; and, unless otherwise specified in that notice, the accept-
ance of the resignation shall not be necessary to make it effective.
Any resignation is without prejudice to the rights, if any, of the
corporation under any contract to which the Corporate Officer is a
party.
 
Any Administrative Officer designated and appointed by the
president may be removed, either with or without cause, at any time by
the president.  Any Administrative Officer may resign at any time by
giving written notice to the president or to the secretary of the
corporation.
 
V.5     VACANCIES IN OFFICES
 
A vacancy in any office because of death, resignation, removal,
disqualification or any other cause shall be filled in the manner
prescribed in these bylaws for regular appointments to that office.
 
V.6     CHAIRMAN OF THE BOARD
 
The chairman of the board, if such an officer be elected, shall,
if present, preside at meetings of the board of directors and exercise
such other powers and perform such other duties as may from time to time
be assigned to him by the board of directors or as may be prescribed by
these bylaws.  If there is no president, then the chairman of the board
shall also be the chief executive officer of the corporation and shall
have the powers and duties prescribed in Section 5.7 of these bylaws.
 
V.7     PRESIDENT
 
Subject to such supervisory powers, if any, as may be given by the
board of directors to the chairman of the board, if there be such an
officer, the president shall be the chief executive officer of the
corporation and shall, subject to the control of the board of directors,
have general supervision, direction and control of the business and the
officers of the corporation.  He or she shall preside at all meetings of
the stockholders and, in the absence or nonexistence of a chairman of
the board, at all meetings of the board of directors.  He or she shall
have the general powers and duties of management usually vested in the
office of president of a corporation, and shall have such other powers
and perform such other duties as may be prescribed by the board of
directors or these bylaws.
 
V.8     VICE PRESIDENTS
 
In the absence or disability of the president, and if there is no
chairman of the board, the vice presidents, if any, in order of their
rank as fixed by the board of directors or, if not ranked, a vice
president designated by the board of directors, shall perform all the
duties of the president and when so acting shall have all the powers of,
and be subject to all the restrictions upon, the president.  The vice
presidents shall have such other powers and perform such other duties as
from time to time may be prescribed for them respectively by the board
of directors, these bylaws, the president or the chairman of the board.
 
V.9     SECRETARY
 
The secretary shall keep or cause to be kept, at the principal
executive office of the corporation or such other place as the board of
directors may direct, a book of minutes of all meetings and actions of
the board of directors, committees of directors and stockholders.  The
minutes shall show the time and place of each meeting, whether regular
or special (and, if special, how authorized and the notice given), the
names of those present at directors' meetings or committee meetings, the
number of shares present or represented at stockholders' meetings and
the proceedings thereof.
 
The secretary shall keep, or cause to be kept, at the principal
executive office of the corporation or at the office of the
corporation's transfer agent or registrar, as determined by resolution
of the board of directors, a share register or a duplicate share
register, showing the names of all stockholders and their addresses, the
number and classes of shares held by each, the number and date of
certificates evidencing such shares and the number and date of
cancellation of every certificate surrendered for cancellation.
 
The secretary shall give, or cause to be given, notice of all
meetings of the stockholders and of the board of directors required to
be given by law or by these bylaws.  He or she shall keep the seal of
the corporation, if one be adopted, in safe custody and shall have such
other powers and perform such other duties as may be prescribed by the
board of directors or by these bylaws.
 
V.10    CHIEF FINANCIAL OFFICER
 
The chief financial officer shall keep and maintain, or cause to
be kept and maintained, adequate and correct books and records of
accounts of the properties and business transactions of the corporation,
including accounts of its assets, liabilities, receipts, disbursements,
gains, losses, capital, retained earnings and shares.  The books of
account shall at all reasonable times be open to inspection by any
director for a purpose reasonably related to his position as a director.
 
The chief financial officer shall deposit all money and other
valuables in the name and to the credit of the corporation with such
depositaries as may be designated by the board of directors. He or she
shall disburse the funds of the corporation as may be ordered by the
board of directors, shall render to the president and directors,
whenever they request it, an account of all of his or her transactions
as chief financial officer and of the financial condition of the
corporation, and shall have such other powers and perform such other
duties as may be prescribed by the board of directors or these bylaws.
 
V.11    ASSISTANT SECRETARY
 
The assistant secretary, if any, or, if there is more than one,
the assistant secretaries in the order determined by the board of
directors (or if there be no such determination, then in the order of
their election) shall, in the absence of the secretary or in the event
of his or her inability or refusal to act, perform the duties and
exercise the powers of the secretary and shall perform such other duties
and have such other powers as the board of directors may from time to
time prescribe.
 
V.12    ADMINISTRATIVE OFFICERS
 
In addition to the Corporate Officers of the corporation as
provided in Section 5.1 of these bylaws and such subordinate Corporate
Officers as may be appointed in accordance with Section 5.3 of these
bylaws, there may also be such Administrative Officers of the
corporation as may be designated and appointed from time to time by the
president of the corporation.  Administrative Officers shall perform
such duties and have such powers as from time to time may be determined
by the president or the board of directors in order to assist the
Corporate Officers in the furtherance of their duties.  In the
performance of such duties and the exercise of such powers, however,
such Administrative Officers shall have limited authority to act on
behalf of the corporation as the board of directors shall establish,
including but not limited to limitations on the dollar amount and on the
scope of agreements or commitments that may be made by such Admini-
strative Officers on behalf of the corporation, which limitations may
not be exceeded by such individuals or altered by the president without
further approval by the board of directors.
 
V.13    AUTHORITY AND DUTIES OF OFFICERS
 
In addition to the foregoing powers, authority and duties, all
officers of the corporation shall respectively have such authority and
powers and perform such duties in the management of the business of the
corporation as may be designated from time to time by the board of
directors.
 
 
        ARTICLE VI
 
        INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES
        AND OTHER AGENTS
 
VI.1    INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
The corporation shall, to the maximum extent and in the manner
permitted by the General Corporation Law of Delaware as the same now
exists or may hereafter be amended, indemnify any person against
expenses (including attorneys' fees), judgments, fines, and amounts paid
in settlement actually and reasonably incurred in connection with any
threatened, pending or completed action, suit, or proceeding in which
such person was or is a party or is threatened to be made a party by
reason of the fact that such person is or was a director or officer of
the corporation.  For purposes of this Section 6.1, a "director" or
"officer" of the corporation shall mean any person (i) who is or was a
director or officer of the corporation, (ii) who is or was serving at
the request of the corporation as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise, or
(iii) who was a director or officer of a corporation which was a
predecessor corporation of the corporation or of another enterprise at
the request of such predecessor corporation.
 
The corporation shall be required to indemnify a director or
officer in connection with an action, suit, or proceeding (or part
thereof) initiated by such director or officer only if the initiation of
such action, suit, or proceeding (or part thereof) by the director or
officer was authorized by the Board of Directors of the corporation.
 
The corporation shall pay the expenses (including attorney's fees)
incurred by a director or officer of the corporation entitled to
indemnification hereunder in defending any action, suit or proceeding
referred to in this Section 6.1 in advance of its final disposition;
provided, however, that payment of expenses incurred by a director or
officer of the corporation in advance of the final disposition of such
action, suit or proceeding shall be made only upon receipt of an
undertaking by the director or officer to repay all amounts advanced if
it should ultimately be determined that the director of officer is not
entitled to be indemnified under this Section 6.1 or otherwise.
 
The rights conferred on any person by this Article shall not be
exclusive of any other rights which such person may have or hereafter
acquire under any statute, provision of the corporation's Certificate of
Incorporation, these bylaws, agreement, vote of the stockholders or
disinterested directors or otherwise.
 
Any repeal or modification of the foregoing provisions of this
Article shall not adversely affect any right or protection hereunder of
any person in respect of any act or omission occurring prior to the time
of such repeal or modification.
 
VI.2    INDEMNIFICATION OF OTHERS
 
The corporation shall have the power, to the maximum extent and in
the manner permitted by the General Corporation Law of Delaware as the
same now exists or may hereafter be amended, to indemnify any person
(other than directors and officers) against expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement
actually and reasonably incurred in connection with any threatened,
pending or completed action, suit, or proceeding, in which such person
was or is a party or is threatened to be made a party by reason of the
fact that such person is or was an employee or agent of the corporation.
 For purposes of this Section 6.2, an "employee" or "agent" of the
corporation (other than a director or officer) shall mean any person
(i) who is or was an employee or agent of the corporation, (ii) who is
or was serving at the request of the corporation as an employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise, or (iii) who was an employee or agent of a corporation which
was a predecessor corporation of the corporation or of another
enterprise at the request of such predecessor corporation.
 
VI.3    INSURANCE
 
The corporation may purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any
liability asserted against him or her and incurred by him or her in any
such capacity, or arising out of his or her status as such, whether or
not the corporation would have the power to indemnify him or her against
such liability under the provisions of the General Corporation Law of
Delaware.
 
 
        ARTICLE VII
 
        RECORDS AND REPORTS
 
VII.1   MAINTENANCE AND INSPECTION OF RECORDS
 
The corporation shall, either at its principal executive office or
at such place or places as designated by the board of directors, keep a
record of its stockholders listing their names and addresses and the
number and class of shares held by each stockholder, a copy of these
bylaws as amended to date, accounting books and other records of its
business and properties.
 
Any stockholder of record, in person or by attorney or other
agent, shall, upon written demand under oath stating the purpose
thereof, have the right during the usual hours for business to inspect
for any proper purpose the corporation's stock ledger, a list of its
stockholders, and its other books and records and to make copies or
extracts therefrom.  A proper purpose shall mean a purpose reasonably
related to such person's interest as a stockholder.  In every instance
where an attorney or other agent is the person who seeks the right to
inspection, the demand under oath shall be accompanied by a power of
attorney or such other writing that authorizes the attorney or other
agent to so act on behalf of the stockholder. The demand under oath
shall be directed to the corporation at its registered office in
Delaware or at its principal place of business.
 
VII.2   INSPECTION BY DIRECTORS
 
Any director shall have the right to examine (and to make copies
of) the corporation's stock ledger, a list of its stockholders and its
other books and records for a purpose reasonably related to his or her
position as a director.
 
VII.3   ANNUAL STATEMENT TO STOCKHOLDERS
 
The board of directors shall present at each annual meeting, and
at any special meeting of the stockholders when called for by vote of
the stockholders, a full and clear statement of the business and
condition of the corporation.
 
VII.4   REPRESENTATION OF SHARES OF OTHER CORPORATIONS
 
The chairman of the board, if any, the president, any vice
president, the chief financial officer, the secretary or any assistant
secretary of this corporation, or any other person authorized by the
board of directors or the president or a vice president, is authorized
to vote, represent and exercise on behalf of this corporation all rights
incident to any and all shares of the stock of any other corporation or
corporations standing in the name of this corporation.  The authority
herein granted may be exercised either by such person directly or by any
other person authorized to do so by proxy or power of attorney duly
executed by such person having the authority.
 
VII.5   CERTIFICATION AND INSPECTION OF BYLAWS
 
The original or a copy of these bylaws, as amended or otherwise
altered to date, certified by the secretary, shall be kept at the
corporation's principal executive office and shall be open to inspection
by the stockholders of the corporation, at all reasonable times during
office hours.
 
 
        ARTICLE VIII
 
        GENERAL MATTERS
 
VIII.1  RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING
 
For purposes of determining the stockholders entitled to receive
payment of any dividend or other distribution or allotment of any rights
or the stockholders entitled to exercise any rights in respect of any
change, conversion or exchange of stock, or for the purpose of any other
lawful action, the board of directors may fix, in advance, a record
date, which shall not precede the date upon which the resolution fixing
the record date is adopted and which shall not be more than sixty (60)
days before any such action.  In that case, only stockholders of record
at the close of business on the date so fixed are entitled to receive
the dividend, distribution or allotment of rights, or to exercise such
rights, as the case may be, notwithstanding any transfer of any shares
on the books of the corporation after the record date so fixed, except
as otherwise provided by law.
 
If the board of directors does not so fix a record date, then the
record date for determining stockholders for any such purpose shall be
at the close of business on the day on which the board of directors
adopts the applicable resolution.
 
VIII.2  CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS
 
From time to time, the board of directors shall determine by
resolution which person or persons may sign or endorse all checks,
drafts, other orders for payment of money, notes or other evidences of
indebtedness that are issued in the name of or payable to the
corporation, and only the persons so authorized shall sign or endorse
those instruments.
 
VIII.3  CORPORATE CONTRACTS AND INSTRUMENTS:  HOW EXECUTED
 
The board of directors, except as otherwise provided in these
bylaws, may authorize and empower any officer or officers, or agent or
agents, to enter into any contract or execute any instrument in the name
of and on behalf of the corporation; such power and authority may be
general or confined to specific instances.  Unless so authorized or
ratified by the board of directors or within the agency power of an
officer, no officer, agent or employee shall have any power or authority
to bind the corporation by any contract or engagement or to pledge its
credit or to render it liable for any purpose or for any amount.
 
VIII.4  STOCK CERTIFICATES; TRANSFER; PARTLY PAID SHARES
 
The shares of the corporation shall be represented by certifi-
cates, provided that the board of directors of the corporation may
provide by resolution or resolutions that some or all of any or all
classes or series of its stock shall be uncertificated shares.  Any such
resolution shall not apply to shares represented by a certificate until
such certificate is surrendered to the corporation.  Notwithstanding the
adoption of such a resolution by the board of directors, every holder of
stock represented by certificates and, upon request, every holder of
uncertificated shares, shall be entitled to have a certificate signed
by, or in the name of the corporation by, the chairman or vice-chairman
of the board of directors, or the president or vice-president, and by
the treasurer or an assistant treasurer, or the secretary or an
assistant secretary of such corporation representing the number of
shares registered in certificate form.  Any or all of the signatures on
the certificate may be a facsimile.  In case any officer, transfer agent
or registrar who has signed or whose facsimile signature has been placed
upon a certificate has ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be issued by the
corporation with the same effect as if he or she were such officer,
transfer agent or registrar at the date of issue.
 
Certificates for shares shall be of such form and device as the
board of directors may designate and shall state the name of the record
holder of the shares represented thereby; its number; date of issuance;
the number of shares for which it is issued; a summary statement or
reference to the powers, designations, preferences or other special
rights of such stock and the qualifications, limitations or restrictions
of such preferences and/or rights, if any; a statement or summary of
liens, if any; a conspicuous notice of restrictions upon transfer or
registration of transfer, if any; a statement as to any applicable
voting trust agreement; if the shares be assessable, or, if assessments
are collectible by personal action, a plain statement of such facts.
 
Upon surrender to the secretary or transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it
shall be the duty of the corporation to issue a new certificate to the
person entitled thereto, cancel the old certificate and record the
transaction upon its books.
 
The corporation may issue the whole or any part of its shares as
partly paid and subject to call for the remainder of the consideration
to be paid therefor.  Upon the face or back of each stock certificate
issued to represent any such partly paid shares, or upon the books and
records of the corporation in the case of uncertificated partly paid
shares, the total amount of the consideration to be paid therefor and
the amount paid thereon shall be stated.  Upon the declaration of any
dividend on fully paid shares, the corporation shall declare a dividend
upon partly paid shares of the same class, but only upon the basis of
the percentage of the consideration actually paid thereon.
 
VIII.5  SPECIAL DESIGNATION ON CERTIFICATES
 
If the corporation is authorized to issue more than one class of
stock or more than one series of any class, then the powers, the
designations, the preferences and the relative, participating, optional
or other special rights of each class of stock or series thereof and the
qualifications, limitations or restrictions of such preferences and/or
rights shall be set forth in full or summarized on the face or back of
the certificate that the corporation shall issue to represent such class
or series of stock; provided, however, that, except as otherwise
provided in Section 202 of the General Corporation Law of Delaware, in
lieu of the foregoing requirements there may be set forth on the face or
back of the certificate that the corporation shall issue to represent
such class or series of stock a statement that the corporation will
furnish without charge to each stockholder who so requests the powers,
the designations, the preferences and the relative, participating,
optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.
 
VIII.6  LOST CERTIFICATES
 
Except as provided in this Section 8.6, no new certificates for
shares shall be issued to replace a previously issued certificate unless
the latter is surrendered to the corporation and cancelled at the same
time.  The board of directors may, in case any share certificate or
certificate for any other security is lost, stolen or destroyed,
authorize the issuance of replacement certificates on such terms and
conditions as the board may require; the board may require
indemnification of the corporation secured by a bond or other adequate
security sufficient to protect the corporation against any claim that
may be made against it, including any expense or liability, on account
of the alleged loss, theft or destruction of the certificate or the
issuance of the replacement certificate.
 
VIII.7  TRANSFER AGENTS AND REGISTRARS
 
The board of directors may appoint one or more transfer agents or
transfer clerks, and one or more registrars, each of which shall be an
incorporated bank or trust company -- either domestic or foreign, who
shall be appointed at such times and places as the requirements of the
corporation may necessitate and the board of directors may designate.
 
VIII.8  CONSTRUCTION; DEFINITIONS
 
Unless the context requires otherwise, the general provisions,
rules of construction and definitions in the General Corporation Law of
Delaware shall govern the construction of these bylaws.  Without
limiting the generality of this provision, as used in these bylaws, the
singular number includes the plural, the plural number includes the
singular, and the term "person" includes both an entity and a natural
person.
 
 
        ARTICLE IX
 
        AMENDMENTS
 
The original or other bylaws of the corporation may be adopted,
amended or repealed by the stockholders entitled to vote or by the board
of directors of the corporation.  The fact that such power has been so
conferred upon the directors shall not divest the stockholders of the
power, nor limit their power to adopt, amend or repeal bylaws.
 
Whenever an amendment or new bylaw is adopted, it shall be copied
in the book of bylaws with the original bylaws, in the appropriate
place.  If any bylaw is repealed, the fact of repeal with the date of
the meeting at which the repeal was enacted or the filing of the
operative written consent(s) shall be stated in said book.
 
        CERTIFICATE OF ADOPTION OF AMENDED AND RESTATED BYLAWS
 
        OF
 
        ARTHROCARE CORPORATION
 
 
        ADOPTION BY CHIEF EXECUTIVE OFFICER
 
 
The undersigned person, in his capacity as the Chief Executive
Officer of ArthroCare Corporation, hereby adopts the foregoing bylaws,
comprising twenty-two (22) pages, as the Bylaws of the corporation.
 
Effective as of September 17, 1998.
 
 
 
 
 
Michael A. Baker, Chief
Executive Officer
 
 
 
 
        Certificate by Secretary of Adoption by Chief Executive Officer
 
 
The undersigned hereby certifies that he is the duly elected,
qualified, and acting Secretary of ArthroCare Corporation and that the
foregoing Bylaws, comprising twenty-two (22) pages, were adopted as the
Bylaws of the corporation effective as of September 17, 1998, by the
Chief Executive Officer of the corporation.
 
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and
affixed the corporate seal this 17th day of September 1998.
 
 
 
 
J. Casey McGlynn, Secretary