UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 10-Q

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

                For the quarterly period ended April 4, 1998

                                       OR

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 

               For the transition period from ________ to _______

                         Commission File Number: 0-27422

                             ARTHROCARE CORPORATION
             (Exact name of registrant as specified in its charter)

         DELAWARE                                        94-3180312 
(State of incorporation)                    (I.R.S. Employer Identification No.)

                            595 North Pastoria Avenue
                           Sunnyvale, California 94086
                    (Address of principal executive offices)

                                 (408) 736-0224
              (Registrant's telephone number, including area code)


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 
                                      -----     -----

The number of shares outstanding of the registrant's common stock as of
May 1, 1998 was 8,911,497.








<PAGE>
                    ARTHROCARE CORPORATION

                             INDEX




PART 1:  Financial Information

     Item 1.  Financial Statements

          Condensed Consolidated Balance Sheets as of April 4, 1998 and 
             January 3, 1998

          Condensed Consolidated Statements of Operations for the three
            months ended April 4, 1998 and March 29, 1997

          Condensed Consolidated Statements of Cash Flows for the three 
             months ended April 4, 1998 and March 29, 1997

          Notes to Condensed Consolidated Financial Statements

     Item 2.  Management's Discussion and Analysis of 
        Financial Condition and Results of Operations

PART II:  Other Information

     Item 1.  Legal Proceedings
     Item 2.  Changes in Securities
     Item 3.  Defaults upon Senior Securities
     Item 4.  Submission or Matters to Vote of Security Holders
     Item 5.  Other Information
     Item 6.  Exhibits and Reports on Form 8-K

SIGNATURE
<PAGE>

Part 1.  Financial Information
Item 1.   Financial Statements

                             ARTHROCARE CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (In thousands)
<TABLE>
<CAPTION>
                                                     April 4,      January 3,
                                                       1998           1998
                                                   -------------  -------------
                                                   (unaudited)
<S>                                                <C>            <C>
                                     ASSETS
Current assets:
  Cash and cash equivalents                             $12,561         $8,188
  Available-for-sale securities                           7,157         10,674
  Accounts receivable, net                                2,755          2,223
  Inventory                                               2,189          2,019
  Prepaid expenses and other current assets                 212            210
                                                   -------------  -------------
       Total current assets                              24,874         23,314

Available-for-sale securities                             1,595          1,010
Property and equipment, net                               1,351          1,412
Related party receivables                                   882            876
Other assets                                                 63             63
                                                   -------------  -------------
     Total assets                                       $28,765        $26,675
                                                   =============  =============
           LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                       $1,367           $950
  Related party payables                                     35             18
  Accrued liabilities                                     3,201          2,004
                                                   -------------  -------------
          Total current liabilities                       4,603          2,972

Deferred rent                                               155            157
                                                   -------------  -------------
          Total liabilities                               4,758          3,129
                                                   -------------  -------------
Stockholders' equity:
  Common stock                                                9              9
  Additional paid in capital                             49,326         49,153
  Notes receivable from stockholders                        (92)           (92)
  Deferred compensation                                    (188)          (228)
  Unrealized gain on available-for-sale securities            5             10
  Accumulated deficit                                   (25,053)       (25,306)
                                                   -------------  -------------
          Total stockholders' equity                     24,007         23,546
                                                   -------------  -------------
     Total liabilities and stockholders' equity         $28,765        $26,675
                                                   =============  =============
</TABLE>
               The accompanying notes are an integral part of these
                  condensed consolidated financial statements
<PAGE>
                             ARTHROCARE CORPORATION
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                      (In thousands, except per share data)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                     Three months ended
                                                 ---------------------------
                                                   April 4,      March 29,
                                                     1998          1997
                                                 ------------- -------------
<S>                                              <C>           <C>
Net sales                                              $4,871        $2,261
Cost of sales                                           2,850         1,679
                                                 ------------- -------------
Gross margin                                            2,021           582
                                                 ------------- -------------
Operating expenses:
   Research and development                               985           880
   Sales and marketing                                  2,116         1,365
   General and administrative                           1,211           891
                                                 ------------- -------------
        Total operating expenses                        4,312         3,136
                                                 ------------- -------------
Loss from operations                                   (2,291)       (2,554)
Interest and other income, net                          2,544           387
                                                 ------------- -------------
Net income (loss)                                        $253       ($2,167)
                                                 ============= =============

Net income (loss) per common share:
     Basic                                              $0.03        ($0.25)
                                                 ============= =============
     Diluted                                            $0.03        ($0.25)
                                                 ============= =============

Shares used in per share calculation:
     Basic                                              8,889         8,785
                                                 ============= =============
     Diluted                                            9,244         8,785
                                                 ============= =============

</TABLE>
               The accompanying notes are an integral part of these
                   condensed consolidated financial statements
<PAGE>

                           ARTHROCARE CORPORATION
               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (In thousands)
                               (Unaudited)
<TABLE>
<CAPTION>
                                                            Three months ended
                                                      --------------------------
                                                        April 4,     March 29,
                                                          1998          1997
                                                      ------------  ------------
<S>                                                   <C>           <C>
Cash flows from operating activities:
   Net income (loss)                                         $253       ($2,167)
   Adjustments to reconcile net income (loss)
    to net cash used in operating activities:
        Depreciation and amortization                         167           147
        Amortization of deferred compensation                  40            39
        Provision for doubtful accounts receivable
          and product returns                                  60           252
        Provision for excess and obsolete inventory           100           183
        Deferred rent                                          (2)            5
        Changes in operating assets and liabilities:
          and product returns                                (592)         (257)
          Related party receivables                            (6)          (12)
          Inventory                                          (270)         (368)
          Prepaid expenses and other current assets            (2)           28
          Accounts payable                                    434          (105)
          Accrued liabilities                               1,211          (150)
          Other assets                                         --             6
                                                      ------------  ------------
           Net cash provided by (used in)
              operating activities                          1,393        (2,399)
                                                      ------------  ------------
Cash flows from investing activities:
   Purchases of property and equipment                       (106)         (129)
   Purchases of available-for-sale securities             (21,072)      (18,487)
   Sale or maturities of available-for-sale securities     23,999        27,499
                                                      ------------  ------------
           Net cash provided by investing activities        2,821         8,883
                                                      ------------  ------------

Cash flows from financing activities:
   Repayment of capital leases                                (14)          (12)
   Proceeds from exercise of options
      to purchase common stock                                173            20
                                                      ------------  ------------
           Net cash provided by financing activities          159             8
                                                      ------------  ------------

Net increase in cash and cash equivalents                   4,373         6,492
Cash and cash equivalents, beginning of period              8,188        11,359
                                                      ------------  ------------
Cash and cash equivalents, end of period                  $12,561       $17,851
                                                      ============  ============
Supplemental schedule of non-cash investing and
      financing activities:
   Net unrealized gain (loss) on
      available-for-sale securities                           ($5)           $6

</TABLE>
               The accompanying notes are an integral part of these
                  condensed consolidated financial statements
<PAGE>

                        ARTHROCARE CORPORATION
            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS,
                           (Unaudited)

1.  Basis of Presentation

        In the opinion of management, the accompanying unaudited condensed 
consolidated financial statements contain all adjustments (all of which 
are normal and recurring in nature) necessary to present fairly the 
financial position, results of operations and cash flows of ArthroCare 
Corporation (the company).  Interim results of operations are not 
necessarily indicative of the results to be expected for the full year.  
The notes to the financial statements contained in the Form 10-K for the 
year ended January 3, 1998 should be read in conjunction with these 
condensed consolidated financial statements.  The balance sheet at 
January 3, 1998 was derived from audited financial statements; however, 
the financial statements in this report do not include all disclosures 
required by generally accepted accounting principles.

2.  Computation of Basic and Diluted Net Income (Loss) per Common Share

        The company has adopted the provisions of Statement of Financial 
Accounting Standards (SFAS) No. 128, "Earnings Per Share" and the 
Securities and Exchange Commission Staff Accounting Bulletin (SAB) No. 
98, effective January 3, 1998, accordingly all prior periods have been 
restated.  SFAS No.128 requires the presentation of basic and diluted 
net income/loss per common share.  Basic net income/loss per common 
share is computed using the weighted average number of common shares 
outstanding during the period.  Diluted net income/loss per common share 
is computed giving effect to all dilutive potential common shares that 
were outstanding during the period.  Dilutive potential common 
equivalent shares consist of the incremental common shares issuable upon 
conversion of stock options.  

In accordance with the disclosure requirements of SFAS No. 128, a 
reconciliation of the numerator and denominator of basic and diluted net 
income (loss) per common share is provided as follows (in thousands, 
except per share amounts):

                                                        Three months ended
                                                     ------------------------
                                                      April 4,     March 29,
                                                        1998         1997
                                                     -----------  -----------

Numerator - Basic and diluted net income (loss) per share

   Net income (loss)                                       $253      ($2,167)
                                                     ===========  ===========
Denominator - Basic net income (loss) per share

   Weighted average common shares outstanding         8,889,473    8,784,805

   Basic net income (loss) per share                      $0.03       ($0.25)
                                                     ===========  ===========
Denominator - Diluted net income (loss) per share

   Weighted average common shares outstanding         8,889,473    8,784,805
                                                     ===========  ===========
   Effect of dilutive securities:

     Common stock options                               354,324       --
                                                     -----------  -----------
   Weighted average common and common equivalent 
   shares outstanding                                 9,243,797    8,784,805
                                                     ===========  ===========
   Diluted net income (loss) per share                    $0.03       ($0.25)
                                                     ===========  ===========

        Options to purchase 70,700 shares of common stock were outstanding 
at April 4, 1998, but were not included in the calculation of diluted 
earnings per share because the options' exercise price was greater than 
the average market price of the common shares.

        Stock options to purchase 743,217 shares of common stock at prices 
ranging from $ 0.20 to $ 24.25 per share were outstanding at March 29, 
1997, but were not included in


the computation of diluted net loss per common share because they were 
antidilutive.  The aforementioned stock options could potentially dilute 
earnings per share in the future.

3. Interest and other income, net:

In February 1998, the company entered into a license agreement 
under which Boston Scientific Corporation (BSC) will develop and market 
products based on the company's Coblation  (tm) technology for 
myocardial revascularization procedures.  Under the agreement, BSC 
acquires exclusive licensing rights to the company's intellectual 
property in this field. BSC will pay license fees, a portion of which 
will be classified as prepaid royalties, to the company upon achievement 
of  designated milestones and royalties on sales of resulting products, 
if any. Of this amount, the company received a license fee of $3.0 
million in partial consideration for the license granted in the quarter 
ended April 4, 1998. The company recognized $2.25 million as other 
income.  The remaining $0.75 million will be recognized as progress is 
made toward the next milestone.

4.  Balance sheet detail (in thousands):

<TABLE>
<CAPTION>

                                          April 4,       March 29,
                                            1998            1997
                                        ------------    ------------
                                        (Unaudited)
<S>                                     <C>             <C>
Inventory:
   Raw materials                               $738            $921
   Work-in-process                              468             165
   Finished goods                               983             933
                                        ------------    ------------
Total                                        $2,189          $2,019
                                        ============    ============




Other accrued liabilities:
   Compensation                              $1,122          $1,314
   Deferred license fee                         750              --
   Legal expense                                594              38
   Other                                        735             652
                                        ------------    ------------
Total                                        $3,201          $2,004
                                        ============    ============
</TABLE>


5.  Recent Accounting Pronouncements:

        Effective April 4, 1998 the company has adopted SFAS No. 130, 
"Reporting Comprehensive Income."  SFAS No. 130 establishes standards 
for the reporting and display of comprehensive income and its components 
in a full set of general purpose financial statements.  Comprehensive 
income is defined as the change in equity of a business enterprise 
during a period, resulting from transactions and other events and 
circumstances from non-owner sources.  As the components of 
comprehensive income for the company are not material, the additional 
reporting and display of comprehensive income and its components have 
not been reflected in the accompanying condensed consolidated financial 
statements.


PART 1. FINANCIAL INFORMATION

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

Statements in this Management's Discussion and Analysis of 
Financial Condition and Results of Operations which express that the 
company "believes", "anticipates" or "plans to." as well as other 
statements which are not historical fact, are forward-looking statements 
within the meaning of the Private Securities Litigation Reform Act of 
1995. Actual events or results may differ materially as a result of the 
risks and uncertainties described herein and elsewhere including, in 
particular, those factors described under "Business" set forth in Part I 
of the company's Annual Report on Form 10-K for the year ended January 
3, 1998 and "ADDITIONAL FACTORS THAT MIGHT AFFECT FUTURE RESULTS".

Since commencing operations in April 1993, ArthroCare Corporation (the 
company) has primarily engaged in the design, development, clinical 
testing, manufacturing and marketing of its Arthroscopic System. The 
Arthroscopic System uses the company's novel Coblation (tm) technology 
that allows surgeons to operate with increased precision and accuracy 
with minimal damage to surrounding tissue. It is currently being used in 
closed-joint surgery including many types of knee and shoulder 
procedures. The Arthroscopic System consists of a disposable, bipolar 
ArthroWand, a radio frequency controller that powers the ArthroWand and 
a cable that connects the ArthroWand to the controller. The ArthroWand 
ablates (removes) soft tissue with minimal damage to surrounding healthy 
tissue and simultaneously achieves hemostasis (sealing of small bleeding 
vessels). In February 1998, the company entered into a license agreement 
under which Boston Scientific Corporation (BSC) will develop and market 
products based on the company's Coblation (tm) technology for myocardial 
revascularization procedures.  In April 1998 the company announced that 
it is entering the cosmetic surgery market and that it has formed a new 
business unit, called Visage (tm), to commercialize its technology in 
this field.  In May 1998, the company announced that it is entering the 
otorhinolaryngology market and that it has formed a new business unit, 
called ENTec (tm) to commercialize the technology in this field.

The company received clearance of its 510(k) premarket notification from 
the United States Food and Drug Administration (FDA) in March 1995 to 
market its Arthroscopic System in the United States for use in 
arthroscopic surgery of the knee, shoulder, elbow and ankle. The company 
has since received clearance for use in the wrist and hip. In December 
1995, the company commercially introduced its Arthroscopic System 
through a network of distributors in the United States. In light of the 
foregoing, the company has a limited history of operations. The 
company's strategy includes placing with arthroscopic surgeons, 
controllers that are intended to generate future wand revenues. The 
company's long-term strategy includes applying its patented platform 
technology to a range of other soft-tissue surgical procedures. The 
company has received 510(k) clearance for use of its technology in 
several fields and has received approval of an investigational device 
exemption (IDE) to conduct a clinical study which may result in the 
company submitting a 510(k) application to the FDA. There can be no 
assurance that any of the company's clinical studies will lead to 510(k) 
applications or that the applications will be cleared by the FDA on a 
timely basis, if at all, or that the products, if cleared for marketing, 
will ever achieve commercial acceptance. 

Results of Operations

Revenues

        For the three-month period ended April 4, 1998, revenues were $4.9 
million as compared to $2.3 million for the three-month period ended 
March 29, 1997.  The $2.6 million increase was primarily due to higher 
unit volume wand sales resulting from a larger installed base of 
controllers. Higher unit volume controller sales and higher average 
selling price (ASP) of both wands and controllers also contributed to 
the increase in sales. 

The company's strategy has been and continues to be to increase 
future wand sales by increasing the installed base of controllers 
through aggressive promotional programs. This strategy has and will 
continue to have an adverse impact on controller revenue and on gross 
margins, partially offsetting the positive impact of increased wand 
sales. 

Overall, wands continue to be sold at or near list price. The wand 
ASP was higher in the three-month period ended April 4, 1998 than in the 
three-month period ended March 29, 1997 due to increased unit sales of 
higher priced wands in the current year period and discounted sales to 
stocking dealers in the prior year quarter. The company expects 
international sales of wands at discounted prices to reduce wand ASP in 
the future.

For the three-month period ended April 4, 1998 and March 29, 1997 
wands sales comprised the vast majority of revenues. The company 
believes increased wand sales are a result of the company's strategic 
plan to build market share through continued promotional programs of 
controllers. The company expects wand sales to remain the primary 
component of revenues in the future.

The company believes that, in its first nine quarters of product 
shipments, it has penetrated 15%  to 20% of hospitals that perform 
arthroscopic procedures in the United States. In addition, more than 
half of the company's wand revenue is being generated by wands purchased 
for use in shoulder procedures. The company believes that shoulder 
procedures are the fastest growing segment of the arthroscopic market 
and knee procedures represent the largest segment of the arthroscopic 
market based on the number of procedures. In order to achieve increasing 
wand sales over time, the company believes it must further penetrate the 
market for knee procedures.

The company has introduced additional wand styles including its 
new Turbo Dome and LoPro (tm) wands designed to be used in both knee and 
shoulder arthroscopic procedures. In November 1997, the company 
introduced its System 2000 controller designed for more aggressive 
ablation and hemostasis. The company believes these features will 
increase wand sales in the market for knee and shoulder procedures. In 
addition, the company has introduced wand styles for small joint and for 
capsular shrinkage procedures. There can be no assurance that the use of 
these new products will be adopted by doctors.

The company has limited sales and marketing experience and can 
make no assurance that current trends in sales and product acceptance 
will continue. 


Cost of Sales

        Cost of sales was $2.9 million, or 59% of sales, for the three-
months ended April 4, 1998. During the three-month period ended March 
29, 1997, cost of sales was $1.7 million, or 74% of sales. The dollar 
increase in cost of sales in the current year period is due to the 
increase of products shipped. As a percentage of sales, cost of sales 
decreased compared with the previous year period as the fixed and semi-
fixed costs were spread over higher wand manufacturing volume and as the 
unit cost of the company's new System 2000 controller decreased. The 
first quarter of 1998 was Arthrocare's first full quarter of in-house 
controller manufacture. Prior to introduction of its new controller the 
company purchased its controllers from a subcontract manufacturer. In 
1998, the company charges expenses related to quality control to cost of 
sales since most of these activities relate to on-going manufacturing. 
Previously these expenses were charged to research and development.

The improvement in gross margin in the first quarter of 1998 
includes the effect of the promotional programs for controller. The 
company believes that if its promotional programs maintain the same or 
higher number of wands bundled with a discounted controller, and if the 
demand for disposable wands increases over a growing installed base of 
controllers, the cost of sales will continue to decrease as a percentage 
of sales and gross margins will continue to improve. However, there can 
be no assurance the company will be successful in maintaining the mix of 
wands to discounted controllers in its promotional programs or in 
increasing demand for its disposable wands. Further, production of 
future new products may adversely impact gross margin due to the 
inefficiencies in manufacturing new products. 


Operating Expenses

Research and development expense increased to $1.0 million for the 
three-month period ended April 4, 1998, a 12% increase compared to $0.9 
million for the three-month period ended March 29, 1997. The $0.1 
million increase is attributed to the development of new wand styles and 
the launch of two new product business units which bring the company's 
technology to the cosmetic surgery and ear, nose and throat surgical 
markets. This increase was partially offset by the decreased allocation 
of expenses related to quality control, which are charged to cost of 
sales in 1998 since quality activities primarily relate to manufacturing 
rather than research and development.

The company believes that continued investment in its platform 
technology is essential if it is to maintain its competitive position. 
The company expects to continue increasing research and development 
spending through substantial expenditures on new product development, 
regulatory affairs, clinical studies and patents, although not at the 
rate seen in the past year. The company believes that its ability to 
attract and retain qualified engineers in the future is critical to the 
continued success of the company. 

Sales and marketing expense increased to $2.1 million in the 
three-month period ended April 4, 1998, a 55% increase as compared to 
$1.4 million for the three-month period ended March 29, 1997. The $0.8 
million increase was primarily due to higher dealer commissions 
resulting from increased sales, higher staffing, and promotional and 
trade show expenses reflecting an increased level of sales and marketing 
activity. 

The company anticipates that sales and marketing spending will 
continue to increase due to higher dealer commissions from increased 
sales, the additional cost of penetrating international markets and new 
surgical markets for the company's products, higher promotional, 
demonstration and sample expenses, and additional investments in the 
sales, marketing and support staff necessary to market its current 
products and commercialize future products.

General and administrative expense increased to $1.2 million in 
the three-month period ended April 4, 1998 a 36% increase as compared to 
$0.9 million for the three-month period ended March 29, 1997. The $0.3 
million increase is primarily due to legal expense related to the 
company's on-going patent litigation brought by the company against 
certain competitors. See Part I, Item 3 of the company's Annual Report 
on form 10-K for the year ended January 3, 1998 for a description of the 
patent litigation. The increased legal expense includes the accrual of 
approximately $0.5 million of anticipated and estimable legal expenses 
related to such patent litigation and resulting from a number of motions 
that are currently before the court. Bad debt and insurance expenses 
were higher in the first quarter of 1997 than in the current year 
quarter. The company expects that general and administrative expenses 
will continue to increase as a result of the patent litigation, further 
expansion of its staff, and business development activities. 

Interest and Other Income, net

Net interest and other income increased to $2.5 million for the 
three-month period ended April 4, 1998 from $0.4 million in the three-
month period ended March 29, 1997 due to a milestone payment received 
from BSC pursuant to a technology licensing agreement. In February 1998, 
the company entered into a license agreement under which BSC will 
develop and market products based on the company's Coblation  (tm) 
technology for myocardial revascularization procedures. Under the 
agreement, BSC acquired exclusive licensing rights to the company's 
intellectual property in this field. BSC will pay license fees, a 
portion of which will be classified as prepaid royalties, to the company 
upon achievement of designated milestones and royalties on sales of 
resulting products, if any. The first milestone payment of $3.0 million 
was received in the first quarter of 1998. The company recognized $2.25 
million of that payment as other income. The remaining $0.75 will be 
recognized as progress is made toward the next milestone. Excluding this 
milestone payment net interest and other income would have been $0.2 
million, a decrease of $0.2 million from the three-month period ended 
March 29, 1997. This $0.2 million decrease is attributable to the 
conversion of investments to cash for use in business operations. The 
company expects interest income to continue to decrease as investments 
are reduced to meet the cash needs of the business.


Net Income (Loss)

Net income was $0.3 million for the three-month period ended April 
4, 1998 compared to a loss of $2.2 million in the three-month period 
ended March 29, 1997. The income is due to the milestone payment 
received from BSC and recognized as other income. See Interest and Other 
Income net discussion above. Excluding this payment and the accrual of 
$0.5 million patent litigation expense detailed above, the company would 
have reported a net loss of $1.5 million or $0.7 million less than in 
the comparable three-month period ended March 29, 1997. This lower net 
loss would have been primarily due to increased revenues, gross margin 
improvement, and increases in operating expense at rates lower than the 
increase in revenue. 

The company expects net losses to continue in the future. However, 
the company believes that nets losses will continue to decrease as sales 
increase faster than operating expenses and gross margin continues to 
improve. However, there can be no assurance the company will be 
successful in its efforts to increase sales and gross margin or control 
the growth of operating expenses.


Liquidity and Capital Resources

On April 4, 1998 the company had $20.3 million in working capital 
and its principal sources of liquidity consisted of $21.3 million in 
cash, cash equivalents, and available-for-sale securities which include 
long-term available-for-sale securities. The cash and cash equivalents 
are highly liquid with original maturities of ninety days or less. 

The company's cash generated by operations was to $1.4 million for 
the three-month period ended April 4, 1998. In the period ended March 
29, 1997 the company used for operations $2.4 million of cash. The cash 
positive position in the current year period is due primarily to the 
milestone payment received from BSC in the current year period and the 
reduction of operating loss excluding the legal accrual. See Interest 
and Other Income, net and Operating Expenses, general and administrative 
discussions above. 

Net accounts receivable increased to $2.8 million as of April 4, 
1998 from $2.2 million as of March 29, 1997. The increase in accounts 
receivable is due to a corresponding increase in sales. 

Inventories increased to $2.2 million as of April 4, 1998 compared 
to $2.0 million at March 29, 1997 due to higher product sales activity. 
The company expects future inventory levels to grow both in absolute 
value and as a percentage of total assets as sales volume increases.

Net property and equipment of $1.4 million was the same at April 
4, 1998 and March 29, 1997. In 1998, the company has planned but is not 
committed to approximately $0.7 million in capital expenditures.

The company plans to finance its capital needs principally from 
cash from product sales, cash, cash equivalents, and available-for-sale 
securities which include long-term available-for-sale securities and 
related interest, existing capital resources and licensing arrangements 
which the company believes will be sufficient to fund its operations at 
least through fiscal year 1999. The company currently has no commitments 
for any credit facilities such as revolving credit agreements or lines 
of credit that could provide additional working capital. The company's 
future liquidity and capital requirements will depend on numerous 
factors including the company's success of commercializing the 
Arthroscopic System, development and commercialization of products in 
fields other than arthroscopy, the ability of the company's suppliers to 
continue to meet the demands of the company at current prices, the cost 
associated with the company's ongoing patent litigation, obtaining and 
enforcing patents important to the company's business, the status of 
regulatory approvals and competition. There can be no assurance that the 
company will not be required to raise additional capital or that such 
capital will be available on acceptable terms, if at all.

The company relies on computers and computer software to run its 
business as do its vendors, suppliers and customers. These computers and 
computer software may not be able to properly recognize the dates 
commencing in the year 2000.  The company has not completed an 
assessment of the impact this may have on its business and does not have 
a reasonable basis to conclude whether the impact of the year 2000 will 
or will not materially effect future financial results.  To date the 
company has not found any material impact which may result from the 
failure of its computers and computer software or that of its vendors, 
suppliers, and customers. However, the company plans to make an 
assessment of this issue during 1998 and, if appropriate, develop an 
action plan to correct it.

        In June 1997, the Financial Accounting Standards Board issued SFAS 
No. 131, Disclosure about Segments of an Enterprise and Related 
Information.  This statement establishes standards for disclosure about 
operating segments in annual financial statements and selected 
information in interim financial reports.  It also establishes standards 
for related disclosures about products and services, geographic areas 
and major customers.  This statement supersedes SFAS No. 14,  Financial 
Reporting for Segments of a Business Enterprise.  The new standard 
becomes effective for the year ended January 2, 1999 for the company and 
requires that comparative information from earlier years be restated to 
conform to requirements of this standard.  The company is evaluating the 
requirements of SFAS No. 131 and the effects, if any, on the company's 
current reporting and disclosures.



ADDITIONAL FACTORS THAT MIGHT AFFECT FUTURE RESULTS

ArthroCare became a public company in February 1996.  Included 
here are risk factors as updated from the company's Annual Report on 
Form 10-K for the year ended January 3, 1998 filed April 3, 1998.  The 
following factors represent current challenges to the company that 
create risk and uncertainty. Failure to adequately overcome any of the 
following challenges, either singularly or in combination, could have a 
material adverse effect on the company's results of operations, 
business, or financial position.

Dependence Upon Arthroscopic System

The company commercially introduced the Arthroscopic System in 
December 1995 and by the quarter ended April 4, 1998, had reported 28 
months of sales.  The Arthroscopic System is the company's only 
commercial product and will account for a substantial portion of the 
company's revenue for the foreseeable future.  As such, the company is 
highly dependent on its Arthroscopic System. Additionally, the company's 
potential products for non-arthroscopic indications are in various 
stages of development, and the company may be required to undertake 
time-consuming and costly development activities and seek regulatory 
approval of these devices.  There can be no assurance that product 
development will ever be successfully completed, that regulatory 
approval, if applied for, will be granted by the United States Food and 
Drug Administration (FDA) on a timely basis, if at all, or that the 
potential products will ever achieve commercial acceptance. Failure by 
the company to develop, obtain necessary regulatory approval for or to 
successfully market new products could have a material adverse effect on 
the company's business, financial condition and results of operations.

Currently, the majority of the company's sales come from the 
United States. The company has established distribution capability in 
Europe, Australia, Korea, Japan, Canada and parts of South and Central 
America.  Before the Arthroscopic System can be sold outside these 
regions, the company will have to obtain additional international 
regulatory approvals and establish additional distribution capability in 
other geographic regions.  If such regulatory approval is obtained, 
there can be no assurance that the company will be able to establish a 
successful distribution capability.

Uncertainty of Market Acceptance

Physicians will not use the company's products unless they 
determine, based on experience, clinical data and other factors, that 
these systems are an attractive alternative to conventional means of 
tissue ablation.  The Arthroscopic System was introduced in December 
1995 and no independent published clinical reports exist to support the 
company's marketing efforts, which may have an adverse effect on its 
ability to obtain physician acceptance. The company believes that 
continued recommendations and endorsements by influential physicians are 
essential for market acceptance of its products.  If the Arthroscopic 
System does not continue to receive broad-based physician acceptance and 
endorsement by influential physicians, the company's business, financial 
condition and results of operations would be materially adversely 
affected. Similarly, if the company's new products do not receive broad-
based physicians acceptance and endorsement by influential physicians, 
the company's business, financial condition and results of operations 
could be materially adversely affected. 

Limited Operating History

The company's operations to date, have consisted of more than two 
years of product sales. In addition the company has incurred expenses 
related to research and development, product engineering, obtaining FDA 
clearance of its Arthroscopic System, and  developing a network of 
distributors in the United States and internationally to market the 
Arthroscopic System. The company continues to generate operating losses 
and anticipates generating losses in the future.  Whether the company 
can successfully manage the transition to a larger-scale commercial 
enterprise will depend upon increasing sales of disposable ArthroWands 
from its distribution network, commercialization of the company's 
technology in additional surgical markets, obtaining additional 
international regulatory approvals for the company's Arthroscopic 
System, obtaining domestic and international regulatory approvals for 
potential new products and maintaining its financial and management 
systems, procedures and controls.

Limited Domestic and International Marketing and Sales Experience

The company has shipped over 2,000 Arthroscopic System controller 
units and more than 175,000 ArthroWands through the end of the first 
quarter of 1998. The company is marketing and selling its Arthroscopic 
System in the United States and internationally through a network of 
independent orthopedic distributors. These distributors sell orthopedic 
arthroscopy devices for a number of other manufacturers, and there can 
be no assurance that they will commit the necessary resources to 
effectively market and sell the company's Arthroscopic System, or that 
they will be successful in closing sales with doctors and hospitals.  
The company has offered its controller to these independent distributors 
at substantial discounts and may be required to continue to offer such 
discounts on its controller to generate demand for its ArthroWands. The 
inability to sell sufficient quantities of ArthroWands would have a 
material adverse effect on the company's business, financial condition 
and results of operations.

The company has signed distribution agreements with independent 
distributors to sell and market the Arthroscopic Systems in Europe, 
Australia, Mexico, Brazil, Argentina, Canada, Taiwan, South Africa, 
Israel, Japan and Korea. In other international markets, the company 
intends to collaborate with one or more marketing partners to establish 
marketing and distribution channels for the Arthroscopic System and to 
assist with regulatory requirements in such distributors' jurisdictions.  
However, regulatory requirements vary by region, and compliance with 
such regulations may be costly and time-consuming. Accordingly, the 
distribution, pricing and marketing structure to be established by the 
company may vary from country to country.

No assurance can be given that the company will successfully sell 
its product through its distributors in Europe, Australia, Mexico, 
Brazil, Argentina, Canada, Taiwan, South Africa, Israel, Japan  or 
Korea, that the company will secure marketing partners for other 
international markets, successfully sell its Arthroscopic System in 
international markets or that any of its international distributors and 
marketing partners will commit the necessary resources to obtain 
additional necessary international regulatory approvals on behalf of the 
company and successfully sell the Arthroscopic System in international 
markets.

Limited Manufacturing Experience

The company's manufacturing operations consist of an in-house 
assembly operation for the manufacturing of ArthroWands, and a separate 
in-house operation for the manufacturing of the System 2000 controllers. 
The company's products are manufactured from several components some of 
which are supplied to the company by third parties. Manufacture of the 
System 2000 controller, of which an earlier version was manufactured by 
a third party, was brought in-house in 1997 for the purposes of 
maintaining process control, managing availability, and leveraging fixed 
costs.

In December 1997 the company started manufacture and sale of its 
System 2000 controllers and only a small number of this model of 
controllers have been manufactured and sold. As a result, the company 
has limited experience manufacturing controllers in the volumes 
necessary for the company to achieve additional commercial sales, and 
there can be no assurance that reliable, high-volume manufacturing can 
be achieved at a commercially reasonable cost.  In addition, there can 
be no assurance that the company or its suppliers will not encounter any 
manufacturing difficulties, including problems involving regulatory 
compliance, product recalls, production yields, quality control and 
assurance, supplies of components or shortages of qualified personnel.

The company and its component suppliers are required to operate in 
conformance with Quality System Regulation (QS Regulations) 
requirements, in order to produce products for sale in the United 
States, and ISO 9001 standards, in order to produce products for sale in 
Europe.  There can be no assurance that the company or its component 
suppliers will remain in compliance with QS Regulations or ISO 9001 
standards.  Any failure by the company or its component suppliers to 
remain in compliance with QS Regulation or ISO 9001 standards could have 
a material adverse effect on the company's business, financial condition 
and results of operations. In addition, the ArthroWand is sterilized by 
a single subcontractor and the connector housings at each end of the 
cable are available only from a single source.  There can be no 
assurance that an alternate sterilizer or connector housing supplier 
could be established if necessary or that available inventories would be 
adequate to meet the company's product needs during any prolonged 
interruption of supply.  The company's inability to secure an 
alternative sterilizer, if required, would limit its ability to 
manufacture the company's Arthroscopic System and would have a material 
adverse effect on the company's business, financial condition and 
results of operations.

Although the company believes that its subcontractor, and 
component suppliers are in compliance with applicable regulations, there 
can be no assurance that the FDA, or a state, local or international 
regulator, will not take action against the subcontractor or a component 
supplier found to be violating such regulations.

History of Losses; Fluctuations in Operating Results; Losses 
Expected to Continue

The company has experienced significant operating losses since 
inception and, as of April 4, 1998, had an accumulated deficit of $25.1 
million.  The company expects to generate additional losses due to 
increased operating expenditures primarily attributable to the expansion 
of marketing and sales activities, the launch of additional product 
lines, increased research and development, and activities to support 
regulatory applications.  Results of operations may fluctuate 
significantly from quarter to quarter due to the timing of such 
expenditures, absence of a backlog of orders, timing of the receipt of 
orders, promotional programs for the company's products, in addition to 
those detailed above.  The company's revenues and profitability will be 
critically dependent on whether it can successfully continue to market 
its Arthroscopic System. In addition, the company's gross margins may be 
adversely affected due to the necessity to promote and sell its products 
at significantly reduced prices.  There can be no assurance that 
significant profitability will ever be achieved.

Patents and Proprietary Rights

The company's ability to compete effectively depends in part on 
developing and maintaining the proprietary aspects of its platform 
Coblation technology. The company owns ten issued United States patents, 
more than 30 pending United States patent applications and international 
patent applications in Europe (covering 16 separate countries), Japan, 
Canada, Australia and New Zealand corresponding to eight of the United 
States filings relating to its Coblation technology. The initial patent 
is currently set to expire in 2008, three issued patents are currently 
expected to expire between 2008 and 2012 and the other six patents are 
expected to expire between 2014 and 2016. The company believes that the 
issued patents cover both the core technology used in the company's 
Arthroscopic System, including both multielectrode and single-electrode 
configurations of its wand tools, as well as the use of Coblation 
technology in specific surgical procedures.

There can be no assurance that the patents that have been issued to 
the company or any patents which may be issued as a result of the 
company's United States or international patent applications will 
provide any competitive advantages for the company's products or that 
they will not be successfully challenged, invalidated or circumvented in 
the future.  In addition, there can be no assurance that competitors, 
many of which have substantial resources and have made substantial 
investments in competing technologies, will not seek to apply for and 
obtain patents that will prevent, limit or interfere with the company's 
ability to make, use and sell its products either in the United States 
or in international markets.

A number of medical device and other companies, universities and 
research institutions have filed patent applications or have issued 
patents relating to monopolar and/or bipolar electrosurgical methods and 
apparatus.  If third-party patents or patent applications contain claims 
infringed by the company's technology and such claims are ultimately 
determined to be valid, there can be no assurance that the company would 
be able to obtain licenses to those patents at a reasonable cost, if at 
all, or be able to develop or obtain alternative technology, either of 
which would have a material adverse effect on the company's business, 
financial condition and results of operations.  There can be no 
assurance that the company will not be obligated to defend itself in 
court against allegations of infringement of third-party patents.

In addition to patents, the company relies on trade secrets and 
proprietary know-how, which it seeks to protect, in part, through 
confidentiality and proprietary information agreements.  The company 
requires its key employees and consultants to execute confidentiality 
agreements upon the commencement of an employment or consulting 
relationship with the company.  These agreements generally provide that 
all confidential information, developed or made known to the individual 
by the company during the course of the individual's relationship with 
the company, is to be kept confidential and not disclosed to third 
parties.  These agreements also generally provide that inventions 
conceived by the individual in the course of rendering services to the 
company shall be the exclusive property of the company.  There can be no 
assurance that such agreements will not be breached, that the company 
would have adequate remedies for any breach or that the company's trade 
secrets will not otherwise become known to or be independently developed 
by competitors.

Patent Litigation

The medical device industry has been characterized by extensive 
litigation regarding patents and other intellectual property rights, and 
companies in the medical device industry have employed intellectual 
property litigation to gain a competitive advantage.  There can be no 
assurance that the company will not become subject to patent 
infringement claims or litigation or interference proceedings declared 
by the United States Patent and Trademark Office ("USPTO") to determine 
the priority of inventions.  On February 13, 1998 the company filed a 
lawsuit (the "Lawsuit") against Ethicon, Inc., Mitek Surgical Products, 
a division of Ethicon, Inc. and GyneCare, Inc. alleging among other 
things, infringement of several of the company's patents.  See Part I, 
Item 3 "Legal Proceedings" of the company's Annual Report on Form 10-K 
for the year ended January 3, 1998.  The defense and prosecution of the 
Lawsuit and intellectual property suits generally, USPTO interference 
proceedings and related legal and administrative proceedings are both 
costly and time-consuming.  The company believes that the Lawsuit is 
necessary and if others violate the proprietary rights of the company, 
further litigation may be necessary to enforce patents issued to the 
company, to protect trade secrets or know-how owned by the company or to 
determine the enforceability, scope and validity of the proprietary 
rights of others.  Any litigation or interference proceedings will 
result in substantial expense to the company and significant diversion 
of effort by the company's technical and management personnel.  An 
adverse determination in the Lawsuit or other litigation or interference 
proceedings to which the company may become a party could subject the 
company to significant liabilities to third parties, require disputed 
rights to be licensed from third parties or require the company to cease 
using such technology.  Although patent and intellectual property 
disputes in the medical device area have often been settled through 
licensing or similar arrangements, costs associated with such 
arrangements may be substantial and could include ongoing royalties.  
Furthermore, there can be no assurance that necessary licenses would be 
available to the company on satisfactory terms, if at all. Adverse 
determinations in a judicial or administrative proceeding or failure to 
obtain necessary licenses could prevent the company from manufacturing 
and selling its products, which would have a material adverse effect on 
the company's business, financial condition and results of operations.

Competition

The arthroscopic medical device industry is intensely competitive. 
The company competes with providers of laser systems, electrosurgical 
systems, manual instruments and power shavers. Many of these competitors 
have significantly greater financial, manufacturing, marketing, 
distribution and technical resources than the company. There can be no 
assurance that the company can effectively compete against such 
competitors. In addition, there can be no assurance that these or other 
companies will not succeed in developing technologies and products that 
are more effective than the company's or that would render the company's 
technology or products obsolete or uncompetitive.

Smith & Nephew Endoscopy, Inc. (which owns Acufex Microsurgical, 
Inc. and Dyonics, Inc.), Conmed Corporation (including its Linvatec 
unit) and Stryker Corp. each have large shares of the market for manual 
instruments, power shavers and arthroscopes. These companies offer broad 
product lines, which they may offer as a single package; have 
substantially greater resources and name recognition than the company; 
and frequently offer significant discounts as a competitive tactic. In 
addition, United States Surgical Corporation (including its Valley Labs 
unit) and Conmed Corporation each have large shares of the market for 
electrosurgical systems, and Trimedyne, Inc. and Coherent, Inc. each 
have large shares of the market for laser systems. The company expects 
that competition from these and other well-established competitors will 
increase as will competition from start-up and development stage medical 
device companies such as Gyrus Medical Ltd., a company based in the 
United Kingdom, and Orotec Interventions, Inc., a company based in Menlo 
Park, California. The company is aware that Johnson & Johnson (including 
its Ethicon unit) is marketing a bipolar electrosurgical tool developed 
by Gyrus Medical Ltd. In order to successfully compete in the 
arthroscopic medical device industry, the company anticipates that it 
may have to continue to offer substantial discounts on its controller in 
order to increase demand for the disposable ArthroWand, and that such 
competition could have a material adverse effect on the company's 
business, financial condition and results of operations.

The company has received 510(k) premarket notifications for clearance 
to market tissue ablation products to treat certain urological, 
periodontal, dermatological, ear/nose/throat and general surgical 
conditions and has filed 510(k) premarket notification for clearance to 
market products for gynecological conditions; the FDA has indicated that 
the 510(k) submission for certain gynecological conditions must be 
supported by data from clinical trials. These fields are intensely 
competitive and no assurance can be given that these potential products, 
if approved, would be successfully marketed.

Uncertainty of Approvals; Extensive Governmental Regulation

United States

The company's products are regulated in the United States as 
medical devices by the FDA under the Federal Food, Drug, and Cosmetic 
Act (FDC Act) and require premarket clearance or approval by the FDA 
prior to commercialization. In addition, certain material changes or 
modifications to medical devices also are subject to FDA review and 
clearance or approval. Pursuant to the FDC Act, the FDA regulates the 
research, testing, manufacture, safety, labeling, storage, record 
keeping, advertising, distribution and production of medical devices in 
the United States. Noncompliance with applicable requirements can result 
in warning letters, fines, injunctions, civil penalties, recall or 
seizure of products, total or partial suspension of production, failure 
of the government to grant premarket clearance or premarket approval for 
devices, and criminal prosecution. Failure to comply with the regulatory 
requirements could have a material adverse effect on the company's 
business, financial condition and results of operations.

Generally, before a new device can be introduced into the market 
in the United States, the manufacturer or distributor must obtain FDA 
clearance of a 510(k) notification or approval of a premarket approval 
application (PMA). If a medical device manufacturer or distributor can 
establish that a device is "substantially equivalent" to a legally 
marketed Class I or Class II device, or to a Class III device for which 
the FDA has not called for PMAs, the manufacturer or distributor may 
seek clearance from the FDA to market the device by filing a 510(k) 
notification. The 510(k) notification will need to be supported by 
appropriate data establishing the claim of substantial equivalence to 
the satisfaction of the FDA. The FDA recently has been requiring a more 
rigorous demonstration of substantial equivalence.

Following submission of the 510(k) notification, the manufacturer 
or distributor may not place the device into commercial distribution 
until an order is issued by the FDA. No law or regulation specifies the 
time limit by which the FDA must respond to a 510(k) notification. At 
this time, the FDA typically responds to the submission of a 510(k) 
notification within 90 to 120 days, but it may take longer. An FDA order 
may declare that the device is substantially equivalent to another 
legally marketed device and allow the proposed device to be marketed in 
the United States. The FDA, however, may determine that the proposed 
device is not substantially equivalent or require further information, 
including clinical data, to make a determination regarding substantial 
equivalence. Such determination or request for additional information 
could be costly and delay market introduction of the products that are 
the subject of the 510(k) notification.

The company has received clearance of 510(k) premarket notifications 
to market its Arthroscopic System for surgery of the knee, shoulder, 
elbow, wrist, hip and ankle joints. In addition, the company received 
clearance of 510(k) premarket notifications to market products based 
upon its proprietary core technology to treat certain other soft-tissue 
conditions including general dermatology and ear, nose and throat 
conditions. There can be no assurance that the company will be able to 
obtain necessary clearances or approvals to market any other products on 
a timely basis, if at all, and delays in receipt or failure to receive 
such clearances or approvals, the loss of previously received clearances 
or approvals, or failure to comply with existing or future regulatory 
requirements could have a material adverse effect on the company's 
business, financial condition and results of operations.

If a manufacturer or distributor of medical devices cannot 
establish that a proposed device is substantially equivalent to a 
legally marketed device, the manufacturer or distributor must seek 
premarket approval of the proposed device through submission of a PMA 
application. The PMA application approval process can be expensive, 
uncertain and lengthy. A number of devices for which premarket approval 
has been sought have never been approved for marketing. The review time 
is often significantly extended by the FDA, which may require more 
information or clarification of information already provided in the 
submission. In addition, the FDA will inspect the manufacturing facility 
to ensure compliance with the FDA's Good Manufacturing Practice (GMP) or 
QS Regulations requirements prior to approval of an application. If 
granted, the approval of the PMA application may include significant 
limitations on the indicated uses for which a product may be marketed.

If necessary, the company may file a PMA application with the FDA 
for approval to sell its potential products commercially in the United 
States when it has developed such products. There can be no assurance 
that the company will be able to obtain necessary PMA application 
approvals to market such products on a timely basis, if at all, and 
delays in receipt or failure to receive such approvals, the loss of 
previously received approvals, or failure to comply with existing or 
future regulatory requirements could have a material adverse effect on 
the company's business, financial condition and results of operations.

The company is also required to register as a medical device 
manufacturer with the FDA and state agencies, such as the California 
Department of Health Services (CDHS) and to list its products with the 
FDA. As such, the company is subject to inspections by both the FDA and 
the CDHS for compliance with the FDA's GMP or QS Regulations and other 
applicable regulations. These regulations require that the company 
maintain its documents in a prescribed manner with respect to 
manufacturing, testing and control activities. Further, the company, its 
subcontractors and component suppliers are required to comply with 
various FDA requirements for design, safety, advertising and labeling.  
There can be no assurance that the company its subcontractors or 
component suppliers will not encounter any manufacturing difficulties, 
or that they will not experience difficulties, including problems 
involving regulatory compliance, product recalls, production yields, 
quality control and assurance, supplies of components or shortages of 
qualified personnel.

Regulations regarding the manufacture and sale of the company's 
products are subject to change. The company cannot predict the effect, 
if any, that such changes might have on its business, financial 
condition or results of operations.

International

International sales of the company's products are subject to the 
regulatory agency product registration requirements of each country. The 
regulatory review process varies from country to country. The company 
has obtained regulatory clearance to market the Arthroscopic System in 
Australia, Europe and Mexico, but has not obtained any other 
international regulatory approvals permitting sales of its products 
outside of the United States. The company is seeking and intends to seek 
regulatory approvals in certain other international markets. There can 
be no assurance, however, that such approvals will be obtained on a 
timely basis or at all.

For European distribution, the company has received ISO 9001 
certification and the CE mark. ISO 9001 certification standards for 
quality operations have been developed to ensure that companies know, on 
a worldwide basis, the standards of quality to which they will be held. 
The European Union has promulgated rules requiring medical products to 
receive by mid-1998 the CE mark, an international symbol of quality and 
compliance with applicable European medical device directives. Failure 
to maintain the CE mark will prohibit the company from selling its 
products in Europe. ISO 9001 certification in conjunction with 
demonstrated performance to the medical device directive is one of the 
alternatives available to meet the CE mark requirements. There can be no 
assurance that the company will be successful in maintaining 
certification requirements.

Uncertainty Relating to Third-Party Reimbursement

In the United States, health care providers, such as hospitals and 
physicians, that purchase medical devices, such as the company's 
Arthroscopic System and potential future products, generally rely on 
third-party payors, principally federal Medicare, state Medicaid and 
private health insurance plans, to reimburse all or part of the cost of 
the procedure in which the medical device is being used. Reimbursement 
for arthroscopic procedures performed using devices that have received 
FDA approval has generally been available in the United States. In 
addition, certain health care providers are moving toward a managed care 
system in which such providers contract to provide comprehensive health 
care for a fixed cost per person. Managed care providers are attempting 
to control the cost of health care by authorizing fewer elective 
surgical procedures, such as certain knee and shoulder, ankle, wrist, 
elbow and hip arthroscopic procedures.

The company is unable to predict what changes will be made in the 
reimbursement methods used by third-party health care payors. The 
company anticipates that in a prospective payment system, such as the 
diagnosis related group (DRG) system utilized by Medicare, and in many 
managed care systems used by private health care payors, the cost of the 
company's products will be incorporated into the overall cost of the 
procedure and that there will be no separate, additional reimbursement 
for the company's products. The company anticipates that hospital 
administrators and physicians will justify the use of the company's 
products by the attendant cost savings and clinical benefits that the 
company believes will be derived from the use of its products. However, 
there can be no assurance that this will be the case. Furthermore, the 
company could be adversely affected by changes in reimbursement policies 
of governmental or private health care payors, particularly to the 
extent any such changes affect reimbursement for procedures in which the 
company's products are used. Failure by physicians, hospitals and other 
users of the company's products to obtain sufficient reimbursement from 
health care payors for procedures in which the company's products are 
used or adverse changes in governmental and private third-party payors, 
policies toward reimbursement for such procedures would have a material 
adverse effect on the company's business, financial condition and 
results of operations.

If the company obtains the necessary international regulatory 
approvals , market acceptance of the company's products in international 
markets would be dependent, in part, upon the availability of 
reimbursement within prevailing health care payment systems. 
Reimbursement and health care payment systems in international markets 
vary significantly by country, and include both government-sponsored 
health care and private insurance. The company intends to seek 
international reimbursement approvals, although there can be no 
assurance that any such approvals will be obtained in a timely manner, 
if at all.

Uncertainty of New Product Development

The company has undertaken preliminary animal studies and 
development for the use of its Coblation technology with its controller 
in several fields.  The company has received 510(k) clearance for use of 
its technology in certain of these fields.  The company has received 
approval of an investigational Device Exemption (IDE) to conduct a 
clinical study on a specific indication.  Following the completion of 
this study, the company may submit a 510(k) application to the FDA.

Each of the company's  potential products that may result from 
these investigations are in various stages of development, and the 
company may be required to undertake time-consuming and costly 
development activities and seek regulatory approval of these devices.  
There can be no assurance that product development will ever be 
successfully completed, that PMA or 510(k) application, if applied for, 
will be granted by the FDA on a timely basis, if at all, or that the 
products will ever achieve commercial acceptance.  Failure by the 
company to develop, obtain necessary regulatory approval for or to 
successfully market new products could have a material adverse effect on 
the company's business, financial condition and results of operations.

Product Liability Risk; Limited Insurance Coverage

The development, manufacture and sale of medical products entail 
significant risk of product liability claims. The company's current 
product liability insurance coverage limits are $7,000,000 per 
occurrence and $7,000,000 in the aggregate.  There can be no assurance 
that such coverage limits are adequate to protect the company from any 
liabilities it might incur in connection with the development, 
manufacture and sale of its Arthroscopic System and potential products.  
In addition, the company may require increased product liability 
coverage if any potential products are successfully commercialized.  
Product liability insurance is expensive and in the future may not be 
available to the company on acceptable terms, if at all.  The company 
has been selling its product since December 1995 and has not experienced 
any product liability claims to date.  However, a successful product 
liability claim or series of claims brought against the company in 
excess of its insurance coverage could have a material adverse effect on 
the company's business, financial condition and results of operations.

Dependence on Key Personnel and Key Consultants

The company is dependent upon a number of key management and 
technical personnel.  The loss of the services of one or more key 
employees or consultants could have a material adverse effect on the 
company.  The company's success will also depend on its ability to 
attract and retain additional highly qualified management and technical 
personnel.  The company faces intense competition for qualified 
personnel, many of whom are often subject to competing employment 
offers, and there can be no assurance that the company will be able to 
attract and retain such personnel.  Furthermore, the company's 
scientific advisory board members all are otherwise employed on a full-
time basis.  As a result, the scientific advisory board members are not 
available to devote their full time or attention to the company's 
affairs.

Control by Directors, Executive Officers and Affiliated Entities

The company's directors, executive officers and entities 
affiliated with them, in the aggregate, beneficially own approximately 
45% of the company's common stock.  These stockholders, if acting 
together, will have significant influence over all matters requiring 
approval by the stockholders of the company, including the election of 
directors and the approval of mergers or other business combination 
transactions.

Potential Volatility of Stock Price

The stock markets have experienced price and volume fluctuations 
that have particularly affected medical technology companies, resulting 
in changes in the market prices of the stocks of many companies that may 
not have been directly related to the operating performance of those 
companies.  Such broad market fluctuations may adversely affect the 
market price of the company's common stock.  In addition, the market 
price of the company's common stock may be highly volatile.  Factors 
such as variations in the company's financial results, comments by 
security analysts, announcements of technological innovations or new 
products by the company or its competitors, changing government 
regulations and developments with respect to FDA submissions, patents, 
proprietary rights or litigation may have a significant adverse effect 
on the market price of the common stock.

Anti-Takeover Effect of Stockholder Rights Plan and Certain Charter and 
Bylaw Provisions

In November 1996, the company's Board of Directors adopted a 
Stockholder Rights Plan.  The Stockholder Rights Plan provides for a 
dividend distribution of one Preferred Shares Purchase Right (a Right) 
on each outstanding share of the company's common stock.  Each Right 
entitles shareholders to buy 1/1000th of a share of the company's Series 
A participating preferred stock at an exercise price of $50.00.  The 
Rights will become exercisable following the tenth day after a person or 
group announces acquisition of 15% or more of the company's common 
stock, or announces commencement of a tender offer, the consummation of 
which would result in ownership by the person or group of 15% or more of 
the company's common stock.  The company will be entitled to redeem the 
Rights at $0.01 per Right at any time on or before the tenth day 
following acquisition by a person or group of 15% or more of the 
company's common stock.

The Stockholder Rights Plan and certain provisions of the 
company's Certificate of Incorporation and Bylaws may have the effect of 
making it more difficult for a third party to acquire, or of 
discouraging a third party from attempting to acquire control of the 
company.  This could limit the price that certain investors might be 
willing to pay in the future for shares of the company's common stock.  
Certain provisions of the company's Certificate of Incorporation and 
Bylaws allow the company to issue preferred stock without any vote or 
further action by the stockholders, eliminate the right of stockholders 
to act by written consent without a meeting, specify procedures for 
director nominations by stockholders and submission of other proposals 
for consideration at stockholder meetings, and eliminate cumulative 
voting in the election of directors.  Certain provisions of Delaware law 
applicable to the company could also delay or make more difficult a 
merger, tender offer or proxy contest involving the company, including 
Section 203, which prohibits a Delaware corporation from engaging in any 
business combination with any interested stockholder for a period of 
three years unless certain conditions are met.  The Stockholder Rights 
Plan, the possible issuance of preferred stock, the procedures required 
for director nominations and stockholder proposals and Delaware law 
could have the effect of delaying, deferring or preventing a change in 
control of the company, including without limitation, discouraging a 
proxy contest or making more difficult the acquisition of a substantial 
block of the company's common stock.  These provisions could also limit 
the price that investors might be willing to pay in the future for 
shares of the company's common stock.

Lack of Dividends

The company has not paid any dividends and does not anticipate 
paying any dividends in the foreseeable future.


 PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

On February 13, 1998, the company filed a lawsuit against Ethicon, Inc. 
Mitek Surgical Products, a division of Ethicon, Inc. and GyneCare, Inc. 
("the Defendants") in the United States District Court for the Northern 
District of California.   The lawsuit alleges, among other things, that 
the Defendants have been and are currently infringing four patents 
issued to the company in December 1997.  Specifically, the Defendants 
use, market and sell two separate electrosurgical systems under the 
names of "VAPR" and "VersaPoint" which infringe these patents.  The 
company seeks: (1) a judgment that the Defendants have infringed these 
patents; (2) to preliminarily and permanently restrain and enjoin the 
Defendants from marketing and selling the VAPR and VersaPoint systems; 
and (3) an award of damages (including attorneys' fees) to compensate 
the company for lost profits, the damages to be trebled because of the 
Defendants' willful infringement.  In addition, the company filed a 
motion on March 5, 1998 for preliminary injunction against the 
Defendants marketing and selling of the VAPR system.

Item 2.  Changes in Securities

None

Item 3.  Defaults upon Senior Securities

None

Item 4.  Submission of Matters to a Vote of Security Holders

        None

Item 5.  Other Information

None

Item 6.  Exhibits and Reports on Form 8 - K

a)  Exhibits

3.2 (1) Certificate of Incorporation of the 
Registrant.

3.3 (1) Bylaws of the Registrant.

4.1 (1) Specimen Common Stock Certificate.

10.1 (1)        Form of Indemnification Agreement between 
the Registrant and each of  its directors 
and officers.

10.2 (1)        Incentive Stock Plan and form of Stock 
Option Agreement thereunder.

10.3 (1)        Director Option Plan and form of Director 
Stock Option Agreement thereunder.

10.4 (1)        Employee Stock Purchase Plan and forms of 
agreements thereunder.

10.5 (1)        Form of Exclusive Distribution Agreement.

10.6 (1)        Form of Exclusive Sales Representative 
Agreement.

10.7 (1)        Consulting Agreement, dated May 10, 1993, 
between the Registrant and Philip E. 
Eggers, and amendment thereto.

10.8 (1)        Consulting Agreement, dated May 20, 1993, 
between the Registrant and Eggers & 
Associates, Inc., and amendment thereto.

10.9 (1) +      Development and Supply Agreement, dated 
March 1, 1994, between the Registrant and 
SeaMed Corporation.

10.10 (1)       Lease Agreement, dated September 15, 1994, 
between Registrant and The Arrillaga 
Foundation and the Perry Foundation for 
the Registrant's facility located at 595 
North Pastoria Avenue, Sunnyvale, 
California 94086.

10.11 (1)       Employment Letter Agreement, dated October 
21, 1994, between the Registrant and Allan 
Weinstein and amendment thereto.

10.12 (1)       Purchase Assistance Promissory Note, dated 
January 19, 1995, between Registrant and 
Allan Weinstein.

10.13 (1)       Sublease Agreement, dated February 1, 
1995, between Registrant and Guided 
Medical Systems, Inc. for the Registrant's 
former facility at 453   Ravendale Drive, 
Mountain View, California 94043.

10.14 (1)       Mortgage Assistance Promissory Note 
Agreement, dated February 5, 1995, between 
the Registrant and Allan Weinstein.

10.15 (1)       Restricted Stock Purchase and Security 
Agreement, dated February 5, 1995, between 
the Registrant and Allan Weinstein.

10.16 (1)       Employment Letter Agreement, dated July 
18, 1995, between the Registrant and 
Robert T. Hagan.

10.17 (1)       Restricted Stock Purchase and Security 
Agreement, dated August 1, 1995, between 
the Registrant and Robert T. Hagan.

10.18 (1)       Employment Letter Agreement, dated 
September 3, 1995, between the Registrant 
and A. Larry Tannenbaum.

10.19 (1) +     Radiation Services Agreement, dated 
September 13, 1995, between the Registrant 
and SteriGenics International.

10.20 (1)       Amended and Restated Stockholder Rights 
Agreement, dated October 16, 1995, between 
the Registrant and certain holders of the 
Registrant's securities.

10.21 (1)       Contribution Agreement, dated March 31, 
1995, by and among Philip E. Eggers, 
Robert S. Garvie, Anthony J. Manlove, Hira 
V. Thapliyal and the Registrant.

10.22 (2)       Preferred Stock Rights Agreement, dated 
November 14, 1996, between the Registrant 
and Norwest Bank Minnesota, N.A.

10.23 (3) +     Exclusive Distributor Agreement, dated 
April 15, 1997, between the Registrant and 
Arthrex, Gmbh.

10.24 (4) ++    Employment Letter Agreement, dated 
June 20, 1997, between the Registrant and 
Michael A. Baker. 

10.25 (5) +     Exclusive Distributor Agreement, dated 
August 21, 1997, between the Registrant 
and Kobayashi Pharmaceutical company, Ltd.      

10.26 (6) ++    License Agreement dated February 9, 
1998, between the Registrant and Boston 
Scientific Corporation.

10.27 (6) ++    Development and Supply Agreement 
dated February 9, 1998, between the 
Registrant and Boston Scientific 
Corporation.

10.28 (6)       Lease Agreement dated March 25, 1998 
between the Registrant and Aetna Life 
Insurance company for the Registrant's 
facility located at 840 Del Rey  Avenue, 
Sunnyvale, California 94086.

27.1  Financial Data Schedule.

(1)     Incorporated herein by reference to the same-numbered exhibit 
previously filed with the Registrant's Registration Statement on 
Form S-1 (Registration No. 33-80453).

(2)     Incorporated herein by reference to Exhibit 5 previously filed 
with the
        Registrant's Registration Statement on Form 8-A (Registration No. 
000-27422).

(3)     Incorporated herein by reference to the same-numbered exhibit 
previously filed with the Registrant's Quarterly Report on Form 
10-Q for the period ended March 29, 1997.

(4)     Incorporated herein by reference to the same-numbered exhibit 
previously filed with the Registrant's Quarterly Report on Form 
10-Q for the period ended June 28, 1997.

(5)     Incorporated herein by reference to the same numbered exhibit 
previously filed with the Registrant's Quarterly Report on Form 
10-Q for the period ended September 27, 1997.

(6)     Incorporated herein by reference to the same numbered exhibit 
previously filed with the Registrant's Annual Report on Form 10-K 
for the year ended January 3, 1998.

+       Confidential treatment granted.

++      Confidential treatment requested.

b)  Reports on Form 8-K
 None


SIGNATURE

Pursuant to the requirements of the Securities 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 19, 1998

/s/ CHRISTINE E. HANNI  
Christine E. Hanni
Vice President of Finance, 
Chief Financial Officer and 
Assistant Secretary
(Principal Financial Officer 
and Accounting Officer)

Date: May 19, 1998

/s/  MICHAEL A. BAKER   
Michael A. Baker
President, Chief Executive 
Officer and Director 
(Principal Executive Officer)

        EXHIBIT INDEX

Exhibit       
Number                          Exhibit Description             

27.1                            Financial Data Schedule.