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  March  31,  2000
                                           ------------------

                                       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 -0-16061
                                                --------

                            CRITICARE SYSTEMS, INC.
                     ---------------------------------------
             (Exact name of registrant as specified in its charter)

               Delaware                               39-1501563
         -----------------                    -------------------------
  (State or other jurisdiction               (IRS Employer Identification No.)
of  incorporation  or  organization)

 20925 Crossroads Circle, Waukesha, Wisconsin                    53186
-------------------------------------------------------------------------
(Address of principal executive offices)                       (Zip Code)

Registrant's  telephone  number  including  area  code  (262)  798-8282
                                                        ---------------

                                     N/A
-------------------------------------------------------------------------
  Former  name,  former  address  and  former fiscal year, if changed since last
report.

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
                                                                   ----   -----

Number of shares outstanding of each class of the registrant's classes of common
stock  as  of  March  31,  2000:  Class  A  Common  Stock  8,969,251  shares.


<PAGE>
                             CRITICARE SYSTEMS, INC.
                           CONSOLIDATED BALANCE SHEETS
                        MARCH 31, 2000 AND JUNE 30, 1999

                                   (UNAUDITED)

<TABLE>
<CAPTION>


                                                                      March 31,      June 30,
                                                                         2000          1999
                                                                     ------------  ------------
<S>                                                                  <C>           <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents, less allowance for doubtful accounts of
  $382,257 and $375,000, respectively . . . . . . . . . . . . . . .  $   732,984   $ 2,511,078
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . .    6,553,737     6,358,487
Other receivables . . . . . . . . . . . . . . . . . . . . . . . . .      124,437        83,106
Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    9,143,623     8,510,975
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . .      235,002       192,290
                                                                     ------------  ------------
Total current assets. . . . . . . . . . . . . . . . . . . . . . . .   16,789,783    17,655,936
                                                                     ------------  ------------

PROPERTY, PLANT AND EQUIPMENT - NET . . . . . . . . . . . . . . . .    6,109,754     6,274,060
                                                                     ------------  ------------

LICENSE RIGHTS AND PATENTS - NET. . . . . . . . . . . . . . . . . .       98,491       111,991
                                                                     ------------  ------------

TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $22,998,028   $24,041,987
                                                                     ------------  ------------

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . .  $ 2,809,111   $ 3,078,020
Accrued liabilities:
  Compensation and commissions. . . . . . . . . . . . . . . . . . .    1,280,712     1,446,614
  Product warranties. . . . . . . . . . . . . . . . . . . . . . . .      325,000       325,000
  Lawsuit settlement. . . . . . . . . . . . . . . . . . . . . . . .            -     1,600,000
  Deferred income . . . . . . . . . . . . . . . . . . . . . . . . .            -       380,000
  Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      351,810       412,395
Current maturities of long-term debt. . . . . . . . . . . . . . . .       78,910        73,893
                                                                     ------------  ------------
Total current liabilities . . . . . . . . . . . . . . . . . . . . .    4,845,543     7,315,922
                                                                     ------------  ------------

LONG-TERM DEBT, less current maturities . . . . . . . . . . . . . .    3,304,103     3,364,356
                                                                     ------------  ------------

OTHER LONG-TERM OBLIGATIONS . . . . . . . . . . . . . . . . . . . .      408,471       650,000
                                                                     ------------  ------------

STOCKHOLDERS' EQUITY
Preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . .            -             -
Common stock. . . . . . . . . . . . . . . . . . . . . . . . . . . .      358,770       348,246
Additional paid-in capital. . . . . . . . . . . . . . . . . . . . .   18,465,693    17,960,363
Common stock held in treasury 86,175 and 103,840 shares - at cost .     (160,524)     (193,430)
Retained earnings (accumulated deficit) . . . . . . . . . . . . . .   (4,224,028)   (5,403,470)
                                                                     ------------  ------------
Total stockholders' equity. . . . . . . . . . . . . . . . . . . . .   14,439,911    12,711,709
                                                                     ------------  ------------
TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $22,998,028   $24,041,987
                                                                     ------------  ------------

See condensed notes to consolidated financial statements.
</TABLE>




                                  Page 2 of 12


<PAGE>
                             CRITICARE SYSTEMS, INC.
                         CONSOLIDATED INCOME STATEMENTS
                    NINE MONTHS ENDED MARCH 31, 2000 AND 1999


                                   (UNAUDITED)
<TABLE>
<CAPTION>



                                                                2000          1999
                                                            ------------  ------------
<S>                                                         <C>           <C>

NET SALES. . . . . . . . . . . . . . . . . . . . . . . . .  $19,634,951   $21,290,165

COST OF GOODS SOLD . . . . . . . . . . . . . . . . . . . .   11,269,345    11,090,076
                                                            ------------  ------------

GROSS PROFIT . . . . . . . . . . . . . . . . . . . . . . .    8,365,606    10,200,089
                                                            ------------  ------------

OPERATING EXPENSES:
Marketing. . . . . . . . . . . . . . . . . . . . . . . . .    5,472,763     6,823,052
Research, development and engineering. . . . . . . . . . .    2,278,059     2,223,853
Administrative . . . . . . . . . . . . . . . . . . . . . .    1,815,938     2,005,365
Restructuring expenses - severance pay . . . . . . . . . .            -       728,000
                                                            ------------  ------------
Total. . . . . . . . . . . . . . . . . . . . . . . . . . .    9,566,760    11,780,270
                                                            ------------  ------------

INCOME (LOSS) FROM OPERATIONS. . . . . . . . . . . . . . .   (1,201,154)   (1,580,181)
                                                            ------------  ------------

OTHER INCOME (EXPENSE):
Interest expense . . . . . . . . . . . . . . . . . . . . .     (195,408)     (367,078)
Interest income. . . . . . . . . . . . . . . . . . . . . .       77,759        48,664
Equity in loss of investments. . . . . . . . . . . . . . .            -      (150,000)
Gain on sale of Immtech International, Inc. stock. . . . .    2,500,000             -
                                                            ------------  ------------
Total. . . . . . . . . . . . . . . . . . . . . . . . . . .    2,382,351      (468,414)
                                                            ------------  ------------


INCOME (LOSS) BEFORE INCOME TAXES. . . . . . . . . . . . .    1,181,197    (2,048,595)

INCOME TAX PROVISION . . . . . . . . . . . . . . . . . . .            -             -
                                                            ------------  ------------

NET INCOME (LOSS). . . . . . . . . . . . . . . . . . . . .    1,181,197    (2,048,595)
                                                            ------------  ------------

NET INCOME (LOSS) PER COMMON SHARE:

Basic. . . . . . . . . . . . . . . . . . . . . . . . . . .  $      0.14   $     (0.24)
Diluted. . . . . . . . . . . . . . . . . . . . . . . . . .  $      0.13   $     (0.24)
                                                            ------------  ------------

WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES OUTSTANDING:

Basic. . . . . . . . . . . . . . . . . . . . . . . . . . .    8,630,390     8,701,151
Diluted. . . . . . . . . . . . . . . . . . . . . . . . . .    8,861,107     8,701,151
                                                            ------------  ------------

See condensed notes to consolidated financial statements.

</TABLE>


                                  Page 3 of 12

<PAGE>
                             CRITICARE SYSTEMS, INC.
                         CONSOLIDATED INCOME STATEMENTS
                   THREE MONTHS ENDED MARCH 31, 2000 AND 1999

                                   (UNAUDITED)
<TABLE>
<CAPTION>



                                                                2000         1999
                                                            ------------  -----------
<S>                                                         <C>           <C>
NET SALES. . . . . . . . . . . . . . . . . . . . . . . . .  $ 6,130,915   $7,275,682

COST OF GOODS SOLD . . . . . . . . . . . . . . . . . . . .    3,896,086    3,897,129
                                                            ------------  -----------

GROSS PROFIT . . . . . . . . . . . . . . . . . . . . . . .    2,234,829    3,378,553
                                                            ------------  -----------

OPERATING EXPENSES:
Marketing. . . . . . . . . . . . . . . . . . . . . . . . .    1,929,333    2,343,321
Research, development and engineering. . . . . . . . . . .      713,397      735,593
Administrative . . . . . . . . . . . . . . . . . . . . . .      735,267      785,225
                                                            ------------  -----------
Total. . . . . . . . . . . . . . . . . . . . . . . . . . .    3,377,997    3,864,139
                                                            ------------  -----------

(LOSS) FROM OPERATIONS . . . . . . . . . . . . . . . . . .   (1,143,168)    (485,586)
                                                            ------------  -----------

OTHER INCOME (EXPENSE):
Interest expense . . . . . . . . . . . . . . . . . . . . .      (64,895)    (207,362)
Interest income. . . . . . . . . . . . . . . . . . . . . .       10,345       12,217
                                                            ------------  -----------
Total. . . . . . . . . . . . . . . . . . . . . . . . . . .      (54,550)    (195,145)
                                                            ------------  -----------

INCOME (LOSS) BEFORE INCOME TAXES. . . . . . . . . . . . .   (1,197,718)    (680,731)
                                                            ------------  -----------

INCOME TAX PROVISION . . . . . . . . . . . . . . . . . . .            -            -
                                                            ------------  -----------

NET INCOME (LOSS). . . . . . . . . . . . . . . . . . . . .  $(1,197,718)  $ (680,731)
                                                            ------------  -----------

EARNINGS (LOSS) PER COMMON SHARE:
Basic. . . . . . . . . . . . . . . . . . . . . . . . . . .  $     (0.14)  $    (0.08)
Diluted. . . . . . . . . . . . . . . . . . . . . . . . . .  $     (0.14)  $    (0.08)
                                                            ------------  -----------

WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES OUTSTANDING:
Basic. . . . . . . . . . . . . . . . . . . . . . . . . . .    8,684,029    8,701,151
Diluted. . . . . . . . . . . . . . . . . . . . . . . . . .    8,684,029    8,701,151
                                                            ------------  -----------


See condensed notes to consolidated financial statements.


</TABLE>




                                  Page 4 of 12


<PAGE>
                             CRITICARE SYSTEMS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                    NINE MONTHS ENDED MARCH 31, 2000 AND 1999

                                   (UNAUDITED)
<TABLE>
<CAPTION>



                                                                2000          1999
                                                            ------------  ------------
<S>                                                         <C>           <C>
OPERATING ACTIVITIES:
Net income (loss). . . . . . . . . . . . . . . . . . . . .  $ 1,181,197   $(2,048,595)
Adjustments to reconcile net income to net
  cash (used in) provided by operating activities:
    Depreciation . . . . . . . . . . . . . . . . . . . . .      724,982       527,104
    Amortization . . . . . . . . . . . . . . . . . . . . .       13,500        13,500
    Equity in loss of investments. . . . . . . . . . . . .            -       150,000
    Gain on sale of Immtech International, Inc. stock. . .   (2,500,000)            -
    Litigation settled with common stock . . . . . . . . .       69,375             -
    Changes in assets and liabilities:
      Accounts receivable. . . . . . . . . . . . . . . . .     (195,250)      (88,241)
      Other receivables. . . . . . . . . . . . . . . . . .      (41,331)      174,650
      Inventories. . . . . . . . . . . . . . . . . . . . .     (774,636)      510,515
      Prepaid expenses . . . . . . . . . . . . . . . . . .      (42,712)       94,204
      Accounts payable . . . . . . . . . . . . . . . . . .     (268,909)      853,480
      Accrued liabilities. . . . . . . . . . . . . . . . .   (2,448,015)      780,844
                                                            ------------  ------------
Net cash (used in) provided by operating activities. . . .   (4,281,799)      (53,569)
                                                            ------------  ------------

INVESTING ACTIVITIES:
Purchases of property, plant and equipment . . . . . . . .     (418,688)     (448,990)
Advances to Immtech International, Inc.. . . . . . . . . .            -      (150,000)
Proceeds from sale of Immtech International, Inc. stock. .    2,500,000             -
                                                            ------------  ------------
Net cash provided by (used in) investing activities. . . .    2,081,312      (598,990)
                                                            ------------  ------------

FINANCING ACTIVITIES:
Principal payments on long-term debt . . . . . . . . . . .      (55,236)      (81,025)
Repurchase of Company stock. . . . . . . . . . . . . . . .            -      (193,684)
Net proceeds from mortgage refinancing . . . . . . . . . .            -       256,413
Proceeds from issuance of common stock . . . . . . . . . .      477,629             -
                                                            ------------  ------------
Net cash used in financing activities. . . . . . . . . . .      422,393       (18,296)
                                                            ------------  ------------

NET (DECREASE) IN CASH AND
  CASH EQUIVALENTS . . . . . . . . . . . . . . . . . . . .   (1,778,094)     (670,855)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD . . . . . .    2,511,078     2,729,998
                                                            ------------  ------------

CASH AND CASH EQUIVALENTS, END OF PERIOD . . . . . . . . .  $   732,984   $ 2,059,143
                                                            ------------  ------------


See condensed notes to consolidated financial statements.


</TABLE>


                                  Page 5 of 12


<PAGE>
                             CRITICARE SYSTEMS, INC.
              Condensed Notes to Consolidated Financial Statements
                                   (Unaudited)

1.  BASIS  OF  PRESENTATION

The  accompanying unaudited financial statements have been prepared by Criticare
Systems,  Inc.  (the  "Company")  pursuant  to  the rules and regulations of the
Securities  and  Exchange Commission ("SEC") and, in the opinion of the Company,
include  all  adjustments  necessary  for  a  fair statement of results for each
period shown.  Certain information and footnote disclosures normally included in
financial  statements  prepared in accordance with generally accepted accounting
principles  have  been  condensed  or  omitted  pursuant  to  such SEC rules and
regulations.  The  Company  believes  that  the disclosures made are adequate to
prevent  the financial information given from being misleading.  It is suggested
that  these  financial  statements  be  read  in  conjunction with the financial
statements  and notes thereto included in the Company's latest annual report and
previously  filed  Form  10-K.


2.  INVENTORY  VALUATION

Inventory  is stated at the lower of cost or market, with cost determined on the
first-in,  first-out method.  Components of inventory consisted of the following
at  March  31,  2000  and  June  30,  1999,  respectively:
<TABLE>
<CAPTION>

                   March 31,    June 30,
                      2000        1999
                   ----------  ----------
<S>                <C>         <C>
Component parts .  $4,261,649  $3,790,728
Work in process .   1,548,229   1,261,709
Finished units. .   3,333,745   3,458,538
                   ----------  ----------
Total inventories  $9,143,623  $8,510,975
                   ----------  ----------
</TABLE>


                                  Page 6 of 12


<PAGE>
                             CRITICARE SYSTEMS, INC.
              Condensed Notes to Consolidated Financial Statements
                                   (Unaudited)

3.  INVESTMENTS

During  August,  September  and October 1999, the Company sold 500,000 shares of
Immtech  International,  Inc.  ("Immtech")  stock  for  $2,500,000  in a private
placement.  The  funds  were  used  primarily to settle a long-standing lawsuit,
which  was  settled in July 1999. The Company holds approximately 460,000 shares
of Immtech stock, which had a market value of approximately $13,000,000 at March
31,  2000.  These shares are subject to certain lock-up provisions, which do not
allow  the  Company  to  sell  any of these sales in the open market until April
2000.  The  market  value  of  these  shares  could  change substantially due to
overall  market  risk.

4.  PROPERTY,  PLANT  AND  EQUIPMENT

Property,  plant  and  equipment  consist  of  the  following:
<TABLE>
<CAPTION>

                                       March 31,    June 30,
                                         2000         1999
                                      -----------  -----------
<S>                                   <C>          <C>
Land and building. . . . . . . . . .  $ 4,525,000  $ 4,525,000
Machinery and equipment. . . . . . .    2,123,050    2,051,442
Furniture and fixtures . . . . . . .      832,214      819,579
Demonstration and loaner monitors. .    1,558,881    1,416,893
Production tooling . . . . . . . . .    2,492,823    2,158,378
                                      -----------  -----------
Property, plant and equipment - cost   11,531,968   10,971,292
Less accumulated depreciation. . . .    5,422,214    4,697,232
                                      -----------  -----------
Property, plant and equipment - net.  $ 6,109,754  $ 6,274,060
                                      -----------  -----------
</TABLE>


5.  CONTINGENCIES

The  Company is involved in lawsuits that have arisen from the normal conduct of
business.  These  proceedings are handled by outside counsel.  In the opinion of
management,  the  ultimate  resolution of these matters will not have a material
effect  on  the  consolidated  financial  statements.


                                  Page 7 of 12


<PAGE>
                             CRITICARE SYSTEMS, INC.
                     Management's Discussion and Analysis of
                  Results of Operations and Financial Condition
                    Nine Months Ended March 31, 2000 and 1999

RESULTS  OF  OPERATIONS
-----------------------

Net sales for the nine months ended March 31, 2000 decreased 8% to $19.6 million
from $21.3 million for the same period in fiscal 1999.  This decrease in revenue
is  due  to a reduction in OEM sales to a major customer, partially offset by an
increase in systems and accessory sales.  The Company expects sales to the major
OEM  customer  discussed  above to improve in the fourth quarter and on into the
next  fiscal  year.  See  "Forward-Looking  Statements"  below.

The  gross profit percentage for the nine months ended March 31, 2000 was 42.6%.
This  represents  a decrease from the gross profit of 47.7% recorded in the same
period  of  fiscal  1999.  This  decrease  is  due  primarily to continued price
competition.  The  Company  expects  to  see  improvement  in  its  gross profit
percentage upon the release of the new products currently in development.  These
products  are expected to be released in the fourth quarter of fiscal 2000.  See
"Forward-Looking  Statements"  below.

Total  operating  expenses  decreased  approximately  $2.2  million.  Marketing
expenses  decreased  approximately $1.4 million when compared to the same period
in  fiscal  1999  due primarily to a decrease in commissions associated with the
decreased  sales,  and  decreased  payroll  and related travel expenses due to a
reduction  in  direct  sales  people as more dealers were added.  Also, expenses
were  reduced  as  a  result  of closing the sales office in Germany.  Research,
development  and  engineering expense increased approximately $54,000 related to
additional  outside  contract  and project expense which are all associated with
the  new  products  under  development.  Administrative  expenses  decreased
approximately  $189,000 in the nine months ended March 31, 2000 when compared to
the  same  period  in  fiscal  1999.  This  decrease  is  due primarily to lower
litigation  expense  related  to the settlement of a long-standing lawsuit.  The
decreased  litigation costs were partially offset by reaudit costs incurred as a
result  of  the  resignation  of the Company's former auditors. The Company also
recorded  a  restructuring charge of $728,000 during the nine months ended March
31, 1999.  This restructuring charge relates to severance pay and other benefits
payable  to  the  two  co-founders  of  the  Company.  Both of these individuals
resigned  from their positions with the Company in November 1998.  The severance
accrual  includes a portion of their respective salary and fringe benefits for a
period,  which  approximates  three  years.

The  loss  from  operations decreased approximately $379,000 for the nine months
ended  March 31, 2000 when compared to the same period in fiscal 1999 due to the
restructuring  charge  for  severance  pay and other benefits recorded in fiscal
1999, and the decrease in operating expenses which are a result of the Company's
restructuring  plan  implemented  in  July 1999.  The lower operating expense in
fiscal  2000  has  been partially offset by the decreased sales volume and lower
margins.

Net  non-operating income was approximately $2,400,000 for the nine months ended
March  31,  2000.  Net  non-operating expense was approximately $468,000 for the
same  period  in  fiscal  1999.  The  significant  change  is due to the private
placement  sale  of  500,000  Immtech  shares  for  $2,500,000  in  fiscal 2000.



                                  Page 8 of 12


<PAGE>
                             CRITICARE SYSTEMS, INC.
                     Management's Discussion and Analysis of
                  Results of Operations and Financial Condition
                   Three Months Ended March 31, 2000 and 1999

RESULTS  OF  OPERATIONS
-----------------------

Net  sales  for  the  three  months  ended  March 31, 2000 decreased 16% to $6.1
million  from  $7.3 million for the same period in fiscal 1999.  The decrease in
revenue  is  due  to  a  reduction  in  OEM sales to a major customer, and lower
international  sales resulting from a delay in the introduction of the Company's
new  products.  This  delay  is  the result of problems experienced in obtaining
components from suppliers.  The Company expects to begin shipping new product in
the  fourth  quarter  of  fiscal  2000,  and sales to the major OEM customer are
expected  to  improve  in  this  time  frame,  as  well.  See  "Forward-Looking
Statements."

The  gross  profit percentage of 36.5% for the three months ended March 31, 2000
represents  a  decrease  from  the 46.4% gross profit percentage reported in the
same  period  of  the  previous  fiscal year.  The decrease in margins is due to
continued  price  competition.  The Company expects to see improved margins upon
the  release  of  the  new  products currently being developed and scheduled for
release in the fourth quarter of fiscal 2000.  See "Forward-Looking Statements."

Total  operating  expenses decreased approximately $486,000.  Marketing expenses
decreased approximately $414,000 when compared to the same period in fiscal 1999
due  primarily  to  a  reduction  in  service  labor  and  materials.  Research,
development  and  engineering  expense  decreased  approximately  $22,000 as the
majority  of  the  development for the new products is complete.  Administrative
expenses  decreased  approximately  $50,000  in the three months ended March 31,
2000  when  compared  to  the  same  period  in  fiscal  1999.  The  decrease is
attributed to a general reduction of controllable costs, especially in the areas
of  travel and recruiting fees.  Significant legal expenses were incurred in the
current  year  related  to the settlement of a lawsuit with a former vendor.  In
the prior year, significant legal expenses also were incurred on a long-standing
lawsuit  being  litigated  at  the  time,  which  has  since  been  settled.

The  loss  from operations increased approximately $658,000 for the three months
ended  March 31, 2000 when compared to the same period in fiscal 1999 due to the
decrease  in  revenue  and  gross  profit,  which  outweighed  the  reduction in
operating  expense.

Net non-operating expenses were approximately $55,000 and $195,000 for the three
months  ended  March 31, 2000 and 1999, respectively.  The decrease from 1999 is
due  to the incurrance of prepayment penalties in the prior year associated with
refinancing  the  building  mortgage.




                                  Page 9 of 12


<PAGE>
                             CRITICARE SYSTEMS, INC.
                     Management's Discussion and Analysis of
                  Results of Operations and Financial Condition

LIQUIDITY
---------

As  of  March 31, 2000, the Company had a cash balance of approximately $700,000
and  no short-term borrowings.  In the preceding nine months, approximately $4.3
million  was  used  to  fund  operations,  of  which  a  significant portion was
attributed  to  the  settlement  of  a long-standing lawsuit.  Proceeds for this
settlement  were  obtained  from the sale of 500,000 shares of Immtech stock for
$2.5 million in a private placement sale. The Company believes its marketing and
research and development activities and other capital and liquidity requirements
will  be satisfied by cash generated from operations and periodic utilization of
a  $4,000,000  line  of  credit  currently  in  place,  if  necessary.

The Company currently holds an investment in Immtech.  Immtech's common stock is
currently  traded  on  the Nasdaq National Market.  As part of Immtech's initial
public  offering,  the  Company  signed  a  lock-up agreement.  All terms of the
lock-up  have  been  met.

FORWARD-LOOKING  STATEMENTS
---------------------------

This  report contains certain forward-looking statements.  Such statements refer
to the Company's opinion, belief or expectation.  Forward-looking statements are
subject to certain risk and uncertainties that could cause actual future results
and  developments  to  differ  materially  from those currently projected.  Such
risks  and  uncertainties  include,  but  are  not limited to, the uncertainties
inherent  in litigation, the timing of new product introductions, the ability of
the  Company  to  realize expected improvements in gross margin from new product
introductions,  competition  in  the Company's markets, the Company's ability to
achieve  the  expected improvement in sales from a major OEM customer, delays in
customer  delivery requirements and general economic conditions in the Company's
market  segments.



                                  Page 10 of 12


<PAGE>
                           PART II - OTHER INFORMATION

Item  2.     Changes  in  Securities  and  Use  of  Proceeds.
             -----------------------------------------------

     (c)     Effective March 3, 2000, the Company issued 30,000 shares of Common
Stock  to  one  investor in settlement of pending litigation.  These shares were
issued  in  a private placement exempt from the registration requirements of the
Securities  Act of 1933, as amended (the "Act"), pursuant to Section 4(2) of the
Act.

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

     The  1999 annual meeting of stockholders of the Company was held on January
21,  2000.  The  matters  voted  upon,  including  the number of votes cast for,
against  or withheld, as well as the number of abstentions and broker non-votes,
as  to  each  such  matter  were  as  follows:

Proposal  1:  Election of directors for a term ending at the 2002 annual meeting
of  stockholders.
<TABLE>
<CAPTION>

                            For     Withheld
                         ---------  --------
<S>                      <C>        <C>
Gerhard J. Von der Ruhr  7,400,907   683,273
N.C. Joseph Lai, Ph.D .  7,175,597   908,583
</TABLE>

     The  Company's  other  directors  consist of Karsten Houm and Emil H. Soika
(whose  terms  end  at  the  2000  annual  meeting  of  stockholders) and Milton
Datsopoulos  (whose  term  ends  at  the  2001  annual meeting of stockholders).

Proposal  2:  Approval  of  the  Criticare Systems, Inc. Employee Stock Purchase
Plan.

<TABLE>
<CAPTION>

For        Against  Abstain  Broker Non-Votes
---------  -------  -------  ----------------
<S>        <C>      <C>      <C>
3,046,242  285,665  106,265         4,646,008
</TABLE>

Proposal  3:  Ratification of appointment of BDO Seidman, LLP as auditors of the
Company.

<TABLE>
<CAPTION>

For        Against  Abstain  Broker Non-Votes
---------  -------  -------  ----------------
<S>        <C>      <C>      <C>
8,031,015   41,950   11,215                 0
</TABLE>

Item  6.  Exhibits  and  Reports  on  Form  8-K.
          --------------------------------------

(a)     Exhibits:

<TABLE>
<CAPTION>

<C>  <S>

3.1  Restated Certificate of Incorporation of the Company (incorporated by
     reference to the Registration Statement filed on Form S-1, Registration
     No. 33-13050).

3.2  By-Laws of the Company (incorporated by reference to the Registration
     Statement filed on Form S-1, Registration No. 33-13050).

4.1  Specimen Common Stock certificate (incorporated by reference to the
     Registration Statement filed on Form S-1, Registration No. 33-13050).

27   Financial Data Schedule.
</TABLE>

(b)     Reports  on  Form 8-K.  The Company did not file any reports on Form 8-K
during  the  quarter  ended  March  31,  2000.

                                  Page 11 of 12
<PAGE>
                                   SIGNATURES

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.

                              CRITICARE  SYSTEMS,  INC.
                                               (Registrant)

Date       05/12/00                    BY   /s/  Mark  S.  Ruehle
-------------------                       -----------------------
                                          Mark  S.  Ruehle
                                          Vice  President  -  Finance
                                          (Chief  Accounting  Officer  and
                                          Duly  Authorized  Officer)


                                  Page 12 of 12