Exhibit 3.1





AMENDED AND RESTATED





CERTIFICATE OF
INCORPORATION





OF





ARTHROCARE CORPORATION





The undersigned, Michael A. Baker,
and Michael W. Hall hereby certify that:





1.    They are the duly elected and acting President
and Secretary, respectively, of ArthroCare Corporation, a Delaware Corporation.





2.    The
Certificate of Incorporation of this corporation was originally filed with the Secretary of State of Delaware on October 20, 1995.





3.    This Amended and Restated Certificate of Incorporation has been duly adopted by the board of directors and the stockholders of the Corporation in accordance with the provisions of Sections 242 and
245 of the General Corporation Law of the State of Delaware, as amended.





4.    The
Certificate of Incorproation of this corporation shall be amended and restated to read in full as follows:








ARTICLE I





The name of the corporation is ArthroCare Corporation (the
Corporation).








ARTICLE II





The address of the Corporations registered office in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New
Castle, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.








ARTICLE III





The purpose of the Corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of Delaware.








ARTICLE IV





The Corporation is authorized to issue two classes of shares of stock to be
designated, respectively, Common Stock, $0.001 par value, and Preferred Stock, $0.001 par value. The total number of shares that the Corporation is authorized to issue is 80,000,000 shares. The number of shares of Common Stock authorized is
75,000,000. The number of shares of Preferred authorized is 5,000,000.






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Upon the effective date of the filing of this Amended and Restated Certificate of
Incorporation, every share of this Corporations outstanding Common Stock, par value $0.001 per share, shall be converted and reconstituted into two (2) shares of Common Stock, par value $0.001 per share (the Stock Split).





The Preferred Stock may be issued from time to time in one or more series pursuant to a resolution or resolutions
providing for such issue duly adopted by the board of directors (authority to do so being hereby expressly vested in the board). The board of directors is further authorized to determine or alter the rights, preferences, privileges and restrictions
granted to or imposed upon any wholly unissued series of Preferred Stock and to fix the number of shares of any series of Preferred Stock and the designation of any such series of Preferred Stock. The board of directors, within the limits and
restrictions stated in any resolution or resolutions of the board of directors originally fixing the number of shares constituting any series, may increase or decrease (but not below the number of shares in any such series then outstanding) the
number of shares of any series subsequent to the issue of shares of that series.





The authority of the board of
directors with respect to each such class or series shall include, without limitation of the foregoing, the right to determine and fix:





(a)    the distinctive designation of such class or series and the number of shares to constitute such class or series;





(b)    the rate at which dividends on the shares of such class or series shall be declared and paid, or set aside for payment, whether
dividends at the rate so determined shall be cumulative or accruing, and whether the shares of such class or series shall be entitled to any participating or other dividends in addition to dividends at the rate so determined, and if so, on what
terms;





(c)    the right or obligation, if any, of the corporation to redeem
shares of the particular class or series of Preferred Stock and, if redeemable, the price, terms and manner of such redemption;





(d)    the special and relative rights and preferences, if any, and the amount or amounts per share, which the shares of such class or series of Preferred Stock shall be entitled to
receive upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation;





(e)    the terms and conditions, if any, upon which shares of such class or series shall be convertible into, or exchangeable for, shares of capital stock of any other class or series, including the price or
prices or the rate or rates of conversion or exchange and the terms of adjustment, if any;




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(f)    the obligation, if any, of the
corporation to retire, redeem or purchase shares of such class or series pursuant to a sinking fund or fund of a similar nature or otherwise, and the terms and conditions of such obligation;





(g)    voting rights, if any, on the issuance of additional shares of such class or series or any shares of any other class or series of
Preferred Stock;





(h)    limitations, if any, on the issuance of additional
shares of such class or series or any shares of any other class or series of Preferred Stock; and





(i)    such other preferences, powers, qualifications, special or relative rights and privileges thereof as the board of directors of the corporation, acting in accordance with this Restated Certificate of
Incorporation, may deem advisable and are not inconsistent with law and the provisions of this Restated Certificate of Incorporation.








ARTICLE V





The Corporation reserves the right
to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon the stockholders herein are granted subject to this right.








ARTICLE VI





The Corporation is to have perpetual existence.








ARTICLE VII





1.    Limitation of
Liability.    To the fullest extent permitted by the General Corporation Law of the State of Delaware as the same exists or as may hereafter be amended, a director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.





2.    Indemnification.    The Corporation may indemnify to the fullest extent permitted by law any person made or threatened to be made a party to an action or proceeding, whether criminal,
civil, administrative or investigative, by reason of the fact that such person or his or her testator or intestate is or was a director, officer or employee of the Corporation, or any predecessor of the Corporation, or serves or served at any other
enterprise as a director, officer or employee at the request of the Corporation or any predecessor to the Corporation.





3.    Amendments.    Neither any amendment nor repeal of this Article VII, nor the adoption of any provision of the Corporations Certificate of Incorporation inconsistent with this
Article VII, shall eliminate or reduce the effect of this Article VII, in respect of any matter occurring, or any action or proceeding accruing or arising or that, but for this Article VII, would accrue or arise, prior to such amendment, repeal, or
adoption of an inconsistent provision.




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ARTICLE VIII





In the event any shares of Preferred Stock shall be redeemed or converted pursuant to the terms hereof, the shares so converted or redeemed shall not revert to the status
of authorized but unissued shares, but instead shall be canceled and shall not be re-issuable by the Corporation.








ARTICLE IX





Holders of stock of any class or series of this
corporation shall not be entitled to cumulate their votes for the election of directors or any other matter submitted to a vote of the stockholders, unless such cumulative voting is required pursuant to Sections 2115 and/or 301.5 of the California
Corporations Code, in which event each such holder shall be entitled to as many votes as shall equal the number of votes which (except for this provision as to cumulative voting) such holder would be entitled to cast for the election of directors
with respect to his shares of stock multiplied by the number of directors to be elected by him, and the holder may cast all of such votes for a single director or may distribute them among the number of directors to be voted for, or for any two or
more of them as such holder may see fit, so long as the name of the candidate for director shall have been placed in nomination prior to the voting and the stockholder, or any other holder of the same class or series of stock, has given notice at
the meeting prior to the voting of the intention to cumulate votes.








ARTICLE X





1.    Number of Directors.    The number of directors which constitutes
the whole Board of Directors of the corporation shall be designated in the Bylaws of the corporation.





2.    Election of Directors.    Elections of directors need not be by written ballot unless the Bylaws of the corporation shall so provide.








ARTICLE XI





In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter, amend or repeal the Bylaws of the corporation.








ARTICLE XII





No action shall be taken by the stockholders of the corporation except at an annual or special meeting of the stockholders called in accordance with the Bylaws of the corporation, and no action shall
be taken by the stockholders by written consent.








ARTICLE XIII





Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws may provide. The books of the
Corporation may be kept (subject to any provision contained in the statutes) outside of the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation.





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IN WITNESS WHEREOF, ArthroCare Corporation has caused this certificate to be
signed by Michael A. Baker, its President, and Michael W. Hall, its Secretary, this 3rd day of July, 2000.





By:

/s/    MICHAEL A.
BAKERMichael A. Baker, President





Attest:

/s/    MICHAEL W.
HALLMichael W. Hall, Secretary




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