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                                                                 EXHIBIT 10.24

                      [ARTHROCARE CORPORATION LETTERHEAD]


June 20, 1997


Michael Baker
14364 Via Baroda
Rancho Santa Fe, CA 92067

Dear Mike:

On behalf of ArthroCare Corporation (the "Company") and the Board of Directors,
I am pleased to invite you to join the Company as our next President and Chief
Executive Officer, and Member of the Board of Directors. In this position, you
will be expected to devote your full business time, attention, and energies to
the performance of your duties with the Company. The effective date of your
employment will be as soon as reasonably possible, and you will be reporting
directly to the Board of Directors.

The terms of this offer of employment are as follows:

1.      Compensation: Your annual salary for FY '97 will be $250,000.00. The
        Company will pay you $9,615.38 bi-weekly in accordance with the
        Company's standard payroll policies. Your salary will begin as of the
        effective date of employment. The first and last payment by the Company
        to you will be adjusted, if necessary, to reflect a commencement or
        termination date other than the first or last working day of a pay
        period.

        Fifty (50) percent of your 1997 actual compensation will be paid to you
        as a bonus on January 1, 1998.

        Your base salary will be revised on January 1, 1998. You will present a
        FY '98 plan for the Company to the Board. Your target bonus will be
        fifty (50) percent of your 1998 salary and it will be paid to you in
        January 1999, subject to meeting the Company's objectives for 1998,
        which will be set by you and the Board of Directors.

2.      Benefits: You will be entitled, during the term of your employment, to
        the Company's standard benefits covering employees, as such may be in
        effect from time to time. You will also be entitled to four (4) weeks of
        paid vacation per year.
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Michael Baker
June 20, 1997
Page 2 of 4


3.      Stock Options: Subject to action at the Company's next Board of
        Directors Compensation Committee meeting and compliance with applicable
        state and federal securities laws, the Company will grant you an option
        to purchase 300,000 shares of the Company's Common Stock pursuant to the
        Company's 1993 Stock Plan (the "Plan"), a copy of which will be provided
        to you. The exercise price of the option will be the closing price of
        the Company's Common Stock on June 20, 1997. The option will vest over
        four years with 1/48 of the shares vesting at the end of each full month
        until all shares are vested, subject to all provisions of the Plan and
        your continued employment with the Company. In the event that the
        Company is sold, the vesting of stock will accelerate and you will
        become fully vested (subject to the Golden Parachute provision which
        limits salary to three (3) times base).

4.      [*****]

5.      Relocation Expenses: You shall be paid a lump sum payment of $95,000 to
        cover the reasonable and customary out-of-pocket expenses associated
        with (i) the sale of your current residence, including real estate
        commission and reasonable and customary closing expenses paid by you;
        (ii) relocation of family and household goods, including travel; (iii)
        temporary living expenses in the Bay Area; and (iv) federal and state
        taxes related to relocation. Expenses in excess of $95,000 will be your
        responsibility. In addition, the Company will pay for the expenses
        incurred in housing hunting trips, and trips to visit your family during
        the time you are here and your family is in San Diego.

6.      Relocation Loan: In the event you purchase a home in the Bay Area, the
        Company will agree to lend you $500,000 (the "Relocation Loan") provided
        that you obtain a first mortgage that permits a second mortgage to be
        placed against the residence at the close of escrow. Such Relocation
        Loan will be advanced to you in two parts: [*****] The balance of the
        $500,000 loan will be advanced to you at the close of escrow and the
        entire $500,000 will be secured by a second mortgage interest in the
        purchased home and will bear interest at the minimum applicable federal
        rate; provided, however, in the event that if the Relocation Loan can be
        structured as an "employee-relocation loan" (as that term is defined
        under Treasury Regulations), the loan will be interest free.



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*Certain information on this page has been omitted and filed
 separately with the Commission. Confidential treatment has
 been requested with respect to the omitted portions.
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Michael Baker
June 20, 1997
Page 3 of 4

7.      Loan Repayment: The Relocation Loan (including any accrued interest)
        will be due and payable upon the first to occur of:

        a) following a sale or transfer of the property or any interest therein;

        b) if you choose to leave the employment of ArthroCare, the loan becomes
           immediately payable; if ArthroCare terminates your employment, then
           the loan will be due and payable in twelve months thereafter;

        c) pursuant to Section 3 above in the event the Company is sold, then
           the loan will be due and payable in twelve months thereafter.

8.      At-Will Employment: You should be aware that under California law your
        employment with the Company is for no specified period and constitutes
        "at-will" employment. As a result, you are free to terminate your
        employment at any time, for any reason or for no reason. Similarly, the
        Company is free to terminate your employment at any time, for any reason
        or for no reason. In the event of termination of your employment, you
        will not be entitled to any payments, benefits, damages, awards, or
        compensation other than as may otherwise be available in accordance with
        the Company's established employee plans and policies at the time of
        termination (subject to the provisions of paragraph 9 below).

9.      Severance Agreement: While the Company is free to terminate your
        employment at any time, for any reason or no reason, in the event of
        termination of your employment by the Company without Justifiable Cause
        (as defined below), you will be entitled to your monthly base salary
        paid each month for twelve (12) months. During those 12 months, you will
        receive no bonuses and vesting of stock would cease. You would continue
        to receive health and other employee benefits that the Company provides.
        These payments and benefits will terminate when you take your new
        employment within the twelve month period. However, we will make up the
        difference should your salary at the new position be less than that at
        ArthroCare, again, limited to the overall twelve month period. In the
        event you terminate your employment with the Company or the Company
        terminates your employment for any Justifiable Cause, you will not be
        entitled to any payments, benefits, damages, awards or compensation
        other than as may be available in accordance with the Company's
        established employee plans and policies at the time of termination.

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Michael Baker
June 20, 1997
Page 4 of 4

9.      Severance Agreement, continued:  The term "Justifiable Cause" shall
        include the occurrence of any of the following events: (i) the
        conviction of, plea of nolo contendere in, felony or a crime involving
        moral turpitude, (ii) the commission of an intentional act of personal
        dishonesty or breach of fiduciary duty involving personal profit in
        connection with the Company, (iii) the commission of an act, or failure
        to act, which the Board of Directors of the Company shall reasonably
        have found to have involved gross misconduct or gross negligence in the
        conduct of your duties and (v) alcoholism, drug dependency or habitual
        absenteeism which interferes with the performance of duties. 

10.     Immigration Laws:  For purposes of federal immigration laws, you will be
        required to provide to the Company documentary evidence of your identify
        and eligibility for employment in the United States. Such documentation
        must be provided within 3 business days of the effective date of your
        employment, or your employment relationship with the Company will be
        terminated.

11.     Proprietary Information Agreement:  As a condition of accepting this
        offer of employment, you will be required to complete, sign and return
        the Company's standard form of Proprietary Information Agreement.

Mike, we look forward to you joining the Company.  If the foregoing terms are
agreeable, please indicate your acceptance by signing the enclosed copy of this
letter in the space provided below and returning it to me.  This offer will
terminate if not extended or accepted on or before June 30, 1997.

Sincerely yours,

ArthroCare Corporation

/s/ HIRA V. THAPLIYAL
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Hira V. Thapliyal
President and CEO

ACCEPTED:

/s/ MICHAEL BAKER                               6/22/97
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Michael Baker                                   Date