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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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Form 10-Q/A

Amendment No. 1



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|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended September 30, 2004.

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from  to

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 of incorporation) |  | (I.R.S. Employer Identification No.)

680 Vaqueros Avenue

Sunnyvale, California 94085

(Address of principal executive
offices)

(408) 736-0224

(Registrants telephone number, including area code)



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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 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

The number of shares outstanding of the registrants common stock as of October 29, 2004 was 21,650,341.



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EXPLANATORY NOTE

ArthroCare Corporation (the Company) is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q/A solely for the purpose of filing an unredacted copy of Exhibit 10.45 to the Companys
Quarterly Report on Form 10-Q originally filed on November 26, 2004 (the Original Quarterly Report). The Company has made no other changes to the previously filed Original Quarterly Report.

PART II. OTHER INFORMATION

Item 6. Exhibits

Exhibits



|        |  |                                                                                                                                                        
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------
|10.44   |  | Amended and Restated Credit Agreement between the Registrant, Bank of America, N.A. and Wells Fargo Bank, National Association, dated October 15, 2004.
|        | 
|10.45 + |  | Employment Agreement between the Registrant and Michael Baker, dated January 1, 2003.                                                                  
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|31.1    |  | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                
|        | 
|31.2    |  | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                
|        | 
|32.1    |  | Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                
|        | 
|32.2    |  | Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                

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|+ | Filed on January 10, 2006, with the original filing of the Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2004.
|- | -----------------------------------------------------------------------------------------------------------------------------------------



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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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