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  December  31,  2001
                                         -------------------

                                       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  December  31,  2001:  Common  Stock  10,965,724  shares.





<PAGE>
                             CRITICARE SYSTEMS, INC.
                           CONSOLIDATED BALANCE SHEETS
                       DECEMBER 31, 2001 AND JUNE 30, 2001

                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                         December 31,     June 30,
ASSETS                                                                       2001           2001
                                                                        --------------  ------------
<S>                                                                     <C>             <C>
CURRENT ASSETS:
Cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . .  $   3,457,158   $ 3,362,104
Accounts receivable, less allowance for doubtful accounts
   of $1,000,000, respectively . . . . . . . . . . . . . . . . . . . .      5,506,403     7,122,464
Investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      2,395,964     3,970,454
Other receivables. . . . . . . . . . . . . . . . . . . . . . . . . . .         18,447        33,788
Inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      8,095,472     8,600,413
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . .        372,305       502,172
                                                                        --------------  ------------
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . .     19,845,749    23,591,395

Property, plant and equipment - net. . . . . . . . . . . . . . . . . .      6,121,709     6,182,470

License rights and patents - net . . . . . . . . . . . . . . . . . . .         94,488        97,989
                                                                        --------------  ------------
TOTAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  26,061,946   $29,871,854
                                                                        ==============  ============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . .  $   2,060,147   $ 3,421,776
Accrued liabilities:
    Compensation and commissions . . . . . . . . . . . . . . . . . . .        901,197     1,187,493
    Product warranties . . . . . . . . . . . . . . . . . . . . . . . .        230,000       220,000
    Accrued taxes other than income. . . . . . . . . . . . . . . . . .        126,440        96,947
    Accrued contract costs . . . . . . . . . . . . . . . . . . . . . .        267,662       207,039
    Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        270,472       375,886
Current maturities of long-term debt . . . . . . . . . . . . . . . . .         90,117        86,766
                                                                        --------------  ------------
Total current liabilities. . . . . . . . . . . . . . . . . . . . . . .      3,946,035     5,595,907

LONG-TERM DEBT, less current maturities. . . . . . . . . . . . . . . .      3,151,552     3,197,126

OTHER LONG-TERM OBLIGATIONS. . . . . . . . . . . . . . . . . . . . . .         53,823        73,005

STOCKHOLDERS' EQUITY:
Preferred stock. . . . . . . . . . . . . . . . . . . . . . . . . . . .              -             -
Common stock - $.04 par value, 15,000,000 shares authorized,
    10,965,724 and 10,796,224 shares issued, respectively. . . . . . .        438,629       431,849
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . .     22,838,643    22,494,548
Common stock held in treasury (61,634 and 64,134 shares, respectively)       (114,810)     (119,467)
Retained earnings (accumulated deficit). . . . . . . . . . . . . . . .     (6,647,890)   (5,771,568)
Accumulated comprehensive income . . . . . . . . . . . . . . . . . . .      2,395,964     3,970,454
                                                                        --------------  ------------
Total stockholders' equity . . . . . . . . . . . . . . . . . . . . . .     18,910,536    21,005,816
                                                                        --------------  ------------
TOTAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  26,061,946   $29,871,854
                                                                        ==============  ============

</TABLE>

See  notes  to  consolidated  financial  statements.

                                        2
<PAGE>

                             CRITICARE SYSTEMS, INC.
                         CONSOLIDATED INCOME STATEMENTS
                   SIX MONTHS ENDED DECEMBER 31, 2001 AND 2000


                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                           2001          2000
                                       ------------  ------------
<S>                                    <C>           <C>
NET SALES . . . . . . . . . . . . . .  $12,835,733   $12,794,000

COST OF GOODS SOLD. . . . . . . . . .    8,160,154     7,702,405
                                       ------------  ------------

GROSS PROFIT. . . . . . . . . . . . .    4,675,579     5,091,595

OPERATING EXPENSES:
Marketing . . . . . . . . . . . . . .    3,103,433     2,804,151
Research, development and engineering    1,167,701     1,132,282
Administrative. . . . . . . . . . . .    1,243,596     1,129,201
                                       ------------  ------------
Total . . . . . . . . . . . . . . . .    5,514,730     5,065,634

(LOSS) INCOME FROM OPERATIONS . . . .     (839,151)       25,961

OTHER INCOME (EXPENSE):
Interest expense. . . . . . . . . . .     (124,947)     (128,669)
Interest income . . . . . . . . . . .       47,999        42,396
Other . . . . . . . . . . . . . . . .       39,777             -
                                       ------------  ------------
Total . . . . . . . . . . . . . . . .      (37,171)      (86,273)

LOSS BEFORE INCOME TAXES. . . . . . .     (876,322)      (60,312)

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

NET LOSS. . . . . . . . . . . . . . .  $  (876,322)  $   (60,312)
                                       ============  ============

NET LOSS PER COMMON SHARE:
Basic . . . . . . . . . . . . . . . .  $     (0.08)  $     (0.01)
Diluted . . . . . . . . . . . . . . .  $     (0.08)  $     (0.01)

WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING:
Basic . . . . . . . . . . . . . . . .   10,761,035     9,636,284
Diluted . . . . . . . . . . . . . . .   10,761,035     9,636,284
</TABLE>


See  notes  to  consolidated  financial  statements.

                                        3
<PAGE>

                             CRITICARE SYSTEMS, INC.
                         CONSOLIDATED INCOME STATEMENTS
                  THREE MONTHS ENDED DECEMBER 31, 2001 AND 2000


                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                           2001          2000
                                       ------------  ------------
<S>                                    <C>           <C>
NET SALES . . . . . . . . . . . . . .  $ 7,346,596   $ 6,564,123

COST OF GOODS SOLD. . . . . . . . . .    4,482,453     3,983,575
                                       ------------  ------------

GROSS PROFIT. . . . . . . . . . . . .    2,864,143     2,580,548

OPERATING EXPENSES:
Marketing . . . . . . . . . . . . . .    1,503,078     1,329,042
Research, development and engineering      580,618       551,000
Administrative. . . . . . . . . . . .      582,818       566,963
                                       ------------  ------------
Total . . . . . . . . . . . . . . . .    2,666,514     2,447,005

INCOME FROM OPERATIONS. . . . . . . .      197,629       133,543

OTHER INCOME (EXPENSE):
Interest expense. . . . . . . . . . .      (62,271)      (63,862)
Interest income . . . . . . . . . . .       14,954        35,977
Other . . . . . . . . . . . . . . . .       35,201             -
                                       ------------  ------------
Total . . . . . . . . . . . . . . . .      (12,116)      (27,885)

 INCOME BEFORE INCOME TAXES . . . . .      185,513       105,658

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

NET INCOME. . . . . . . . . . . . . .  $   185,513   $   105,658
                                       ============  ============

NET INCOME PER COMMON SHARE:
Basic . . . . . . . . . . . . . . . .  $      0.02   $      0.01
Diluted . . . . . . . . . . . . . . .  $      0.02   $      0.01

WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING:
Basic . . . . . . . . . . . . . . . .   10,789,041    10,373,962
Diluted . . . . . . . . . . . . . . .   11,499,734    10,517,441
</TABLE>


See  notes  to  consolidated  financial  statements.

                                        4
<PAGE>
                             CRITICARE SYSTEMS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   SIX MONTHS ENDED DECEMBER 31, 2001 AND 2000

                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                     2001         2000
                                                 ------------  -----------
<S>                                              <C>           <C>
OPERATING ACTIVITIES:
Net loss. . . . . . . . . . . . . . . . . . . .  $  (876,322)  $  (60,312)
Adjustments to reconcile net loss to net cash
    used in operating activities:
         Depreciation . . . . . . . . . . . . .      389,675      320,837
         Amortization . . . . . . . . . . . . .        3,501        8,100
         Provision for doubtful accounts                   -     (200,000)
         Changes in assets and liabilities:
              Accounts receivable . . . . . . .    1,616,061       67,346
              Other receivables . . . . . . . .       15,341       18,126
              Inventories . . . . . . . . . . .      323,847      306,044
              Prepaid expenses. . . . . . . . .      129,867     (238,658)
              Accounts payable. . . . . . . . .   (1,361,629)    (267,575)
              Accrued liabilities . . . . . . .     (310,776)    (313,219)
                                                 ------------  -----------
Net cash used in operating activities . . . . .      (70,435)    (359,311)

INVESTING ACTIVITIES:
Purchases of property, plant and equipment, net     (147,820)    (257,340)
                                                 ------------  -----------
Net cash used in investing activities . . . . .     (147,820)    (257,340)

FINANCING ACTIVITIES:
Principal payments on long-term debt. . . . . .      (42,223)     (39,107)
Proceeds from issuance of common stock. . . . .      355,532    4,068,385
                                                 ------------  -----------
Net cash provided by financing activities . . .      313,309    4,029,278

NET INCREASE IN CASH AND CASH EQUIVALENTS . . .       95,054    3,412,627
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD.    3,362,104      114,830
                                                 ------------  -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD. . . .  $ 3,457,158   $3,527,457
                                                 ============  ===========

</TABLE>

See  notes  to  consolidated  financial  statements.

                                        5
<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.  Certain  amounts  from the fiscal 2001 financial
statements  have  been  reclassified  to  conform  to  the  2002  presentation.


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  December  31  and  June  30,  2001,  respectively:
<TABLE>
<CAPTION>

                                 December 31, 2001   June 30, 2001
                                 ------------------  --------------
<S>                              <C>                 <C>
Component parts . . . . . . . .  $        3,567,160  $    3,784,491
Work in process . . . . . . . .           1,257,185       1,372,587
Finished units. . . . . . . . .           3,660,263       3,768,335
                                 ------------------  --------------
Total inventories . . . . . . .           8,484,608       8,925,413
Less:  reserve for obsolescence             389,136         325,000
                                 ------------------  --------------
Net inventory . . . . . . . . .  $        8,095,472  $    8,600,413
</TABLE>


3.  INVESTMENTS

The Company held 456,374 shares of Immtech stock, which was trading at $5.25 per
share,  on  December  31,  2001.  The  market value of these shares could change
substantially  due  to  overall  market  risk.

The  Company  entered  into  an agreement with Immtech dated November 2, 2001 in
order  to  have  the  restricted  legends  removed  from  the  Immtech  stock
certificates.  Under the agreement, portions of the Company's Immtech stock will
be  subject  to restrictions on transfer for relatively short-term periods of up
to  six  months,  after  which time all such stock will be free of restrictions.


                                        6
<PAGE>
4.  PROPERTY,  PLANT  AND  EQUIPMENT

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

                                      December 31, 2001   June 30, 2001
                                      ------------------  --------------
<S>                                   <C>                 <C>
Land and building. . . . . . . . . .  $        4,525,000  $    4,525,000
Machinery and equipment. . . . . . .           2,027,189       2,055,518
Furniture and fixtures . . . . . . .             813,247         837,238
Demonstration and loaner monitors. .           1,645,003       1,463,909
Production tooling . . . . . . . . .           3,229,316       3,122,938
                                      ------------------  --------------
Property, plant and equipment - cost          12,239,755      12,004,603
Less:  accumulated depreciation. . .           6,118,046       5,822,133
                                      ------------------  --------------
Property, plant and equipment - net.  $        6,121,709  $    6,182,470
</TABLE>



                                        7
<PAGE>
                             CRITICARE SYSTEMS, INC.
                     Management's Discussion and Analysis of
                  Results of Operations and Financial Condition
                  Six Months Ended December 31,  2001 and 2000

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

Strong  net sales in the fiscal second quarter ended December 31, 2001 increased
year-to-date  sales  for  the  six months ended December 31, 2001 slightly above
prior year.  A 3% increase in the number of units shipped and an 18% increase in
accessory sales basically offset an 8% decrease in the average selling price per
unit that was mainly driven by a reduction in unit sales of the Company's higher
end  monitors.  The continued growth in OEM sales, which were up 19% for the six
months  ended December 31, 2001 from the same period in the prior year, offset a
7% decrease in domestic sales. The events of September 11th virtually eliminated
sales  from  one  of  the Company's largest domestic trade shows that took place
that  week  and  was  the  main  reason for the lower domestic sales for the six
months  ended  December  31,  2001  from  the  same  period  in  the prior year.

The  gross  profit  percentage  for  the  first  six  months of the current year
improved  to  36.4%  from the 33.0% generated in the fiscal first quarter of the
current  year,  but  was  still  down  from the 39.8% realized for the first six
months of the prior year.  Higher manufacturing costs in the first six months of
the  current  year  to  support  the  Company's  efforts  to  transition  its
manufacturing offshore during this period was the major contributor to the lower
margin between years.  The Company has completed its outsourcing plan at the end
of  calendar  year  2001  and  expects  to see improved margins for the last two
quarters  of  fiscal  2002  as it begins to realize lower product costs from its
foreign  manufacturers.  See  "Forward-Looking  Statements."

Operating  expenses  for the six months ended December 31, 2001 were higher than
the  same  period  in the prior year by $449,096. However, operating expenses in
the  fiscal  second quarter of the prior year included the release of previously
recorded  specific  bad  debt reserve of $335,000 and the reversal of previously
recorded commission expense of $37,000.  The release of the specific reserve for
bad debts related to the repossession of product from a foreign distributor that
had  been reserved for as an at risk receivable in a prior period.  The reversal
of  commission  expense  related  to  commissions  accrued in a prior period for
salespeople  that  left  the  Company  prior  to payment being received from the
customer.  Excluding  the  impact  of  these  expense  reversals  from the prior
period,  operating  expenses  for  the  six  months ended December 31, 2001 were
actually  up  only  $77,096,  or  1.4%,  from the same period in the prior year.

The  reduction  in  gross  profit  performance and the higher operating expenses
resulted  in  the  recognition  of  a  loss of $876,322 for the six months ended
December  31,  2001,  compared to the loss of $60,312 for the same period in the
prior  year.  The  Company  expects  to continue to improve profitability in the
last  half  of  fiscal  2002 through higher sales, stronger margins, and reduced
operating expenses compared to the results generated in the first half of fiscal
2002.  See  "Forward-Looking  Statements."



                                        8
<PAGE>
                             CRITICARE SYSTEMS, INC.
                     Management's Discussion and Analysis of
                  Results of Operations and Financial Condition
                 Three Months Ended December 31,  2001 and 2000

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

Net  sales  for  the three months ended December 31, 2001 increased 12% from the
same  period  in the prior year, driven by a 13% increase in the number of units
shipped  in  the  current  quarter.  Higher  international  shipments  and  the
continued  growth of OEM business in the quarter more than offset domestic sales
that  were  basically  flat  between  periods.  As  noted  above,  the events of
September  11th  virtually  eliminated  sales  from one of the Company's largest
domestic trade shows and was the major reason for the lack of growth in domestic
sales  in  the  current  quarter  from  the  prior  year.

The  gross  profit  percentage  of 39.0% for the three months ended December 31,
2001 rebounded significantly from the 33.0% produced in the fiscal first quarter
of the current year and was basically level to the 39.3% generated for the three
months  ended  December  31,  2000.  Excluding the impact of sales of excess and
slow  moving  inventory  sold  at  cost of $127,000 from the current period, the
gross  profit  percentage  would  improve  to  39.7%  for the three months ended
December  31,  2001.

Operating  expenses  in the current year period increased $219,509 from the same
period  in  the  prior  year.  However,  as  noted above, expenses in the second
quarter  of  fiscal  2001  included the reversal of expenses recognized in prior
periods totaling $372,000.  Excluding the impact of these expense reversals from
the  prior  year fiscal second quarter results, operating expenses for the three
months  ended  December  31, 2001 were actually down $152,491, or 5.4%, from the
same  period  in  the  prior  year.

Income  from operations of $197,629 for the three months ended December 31, 2001
increased  $64,086 from the prior year and represented its highest level in four
years  since  the  second  quarter of fiscal 1998.  A $15,769 reduction in other
expenses  in the current year period resulted in net income of $185,513 that was
$79,855  higher  than  the  same  period  in  the  prior  year.


                                        9
<PAGE>
                             CRITICARE SYSTEMS, INC.
                     Management's Discussion and Analysis of
                  Results of Operations and Financial Condition

LIQUIDITY
---------

As  of  December  31,  2001, the Company had a cash balance of $3,457,158 and no
short-term  borrowings.  The  cash  position was up almost $2.0 million from its
level  at  September 30, 2001 and is $95,054 higher than the balance at June 30,
2001  of  $3,362,104,  primarily  due  to  strong cash collections in the fiscal
second quarter of the current year.  For the six months ended December 31, 2001,
$70,435  of  cash  was  used  to  support  operating activities and $147,820 was
invested  in  property, plant, and equipment.  These uses of cash were funded by
$355,532  in  proceeds received from the issuance of common stock related to the
exercise  of  stock  options  in  the  fiscal  second  quarter.

The Company believes all capital and liquidity requirements for the remainder of
fiscal  2002 will be satisfied by cash generated from operations and its current
cash  balances.  The  Company  also has a $4,000,000 line of credit currently in
place  that  expires  in November 2003 that could be utilized, if necessary.  At
December  31,  2001,  there  were  no  borrowings outstanding under this line of
credit.

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

A  number  of  the  matters  and  subject  areas  discussed  herein that are not
historical  or  current  facts  deal  with  potential  future  circumstances and
developments.  These  include anticipated product introductions, expected future
financial  results,  liquidity  needs,  financing  ability,  management's or the
Company's expectations and beliefs and similar matters discussed in Management's
Discussion  and  Analysis  or elsewhere herein.  The discussions of such matters
and  subject  areas  are  qualified  by  the  inherent  risk  and  uncertainties
surrounding  future  expectations generally, and also may materially differ from
the  Company's  actual  future  experience.

The  Company's  business,  operations  and  financial performance are subject to
certain  risks  and  uncertainties which could result in material differences in
actual  results  from management's or the Company's current expectations.  These
risks  and  uncertainties  include,  but  are  not  limited to, general economic
conditions,  demand  for  the  Company's  products,  costs  of  operations,  the
development  of  new  products,  the  reliance  on  single sources of supply for
certain components in the Company's products, government regulation, health care
cost containment programs, the effectiveness of the Company's programs to manage
working  capital  and  reduce  costs,  competition  in  the  Company's  markets,
unanticipated  difficulties  in outsourcing the manufacturing of the majority of
its  products  to  foreign  manufacturers  and  risks  related  to  foreign
manufacturing,  including  economic and political instability, trade and foreign
tax  laws,  production  delays  and  cost  overruns and quality control, and the
Company's  ability  to  reduce  costs  by  eliminating  excess  capacity  at its
principal  facility.



                                       10
<PAGE>
                           PART II - OTHER INFORMATION

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

     The  annual meeting of stockholders of the Company was held on November 30,
2001.  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 2004 annual meeting
of  stockholders.
<TABLE>
<CAPTION>

                       For  Withheld
                       ---  --------
<S>                    <C>        <C>
Milton Datsopoulos. .  9,555,913  107,227
Dr. Higgins D. Bailey  9,553,013  110,127
</TABLE>

          The  Company's  other directors consist of N.C. Joseph Lai and Jeffrey
T.  Barnes  (whose  terms  end  at  the 2002 annual meeting of stockholders) and
Karsten  Houm,  Emil  H. Soika and Stephen K. Tannenbaum (whose terms end at the
2003  annual  meeting  of  stockholders).

     Proposal 2:  Ratification of appointment of BDO Seidman, LLP as auditors of
the  Company.
<TABLE>
<CAPTION>

For        Against  Abstain  Broker Non-Votes
---------  -------  -------  ----------------
<S>        <C>      <C>      <C>
9,562,395   88,380   12,365                 0
</TABLE>

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

(a)  Exhibits:

     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).

     4.2  Rights  Agreement  (incorporated by reference to the Company's Current
          Report  on  Form  8-K  filed  on  April  18,  1997).

     10.1 Settlement  Agreement,  dated  as  of  November  2,  2001, between the
          Company  and  Immtech  International,  Inc.

(b)  Reports  on  Form  8-K:  None  in  the  quarter  ended  December  31, 2001.

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<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:  February  7,  2002               BY   /s/  Michael J. Sallmann
                                           -------------------------------------
                                             Michael  J.  Sallmann
                                             Vice  President  -  Finance
                                             (Chief  Accounting  Officer  and
                                             Duly  Authorized  Officer)







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