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  September  30,  2002
                                           --------------------

                                       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, Suite 100, 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  September  30,  2002:  Class  A  Common  Stock 11,204,024 shares.


<PAGE>

                             CRITICARE SYSTEMS, INC.
                           CONSOLIDATED BALANCE SHEETS
                      SEPTEMBER 30, 2002 AND JUNE 30, 2002

                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                              September 30, 2002  June 30, 2002
ASSETS                                                                        ------------------  -------------
<S>                                                                          <C>                   <C>
CURRENT ASSETS:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . .  $         4,066,578   $ 3,523,070
Accounts receivable, less allowance for doubtful accounts of $300,000 . . .            5,179,578     5,481,952
Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            1,544,221     2,304,689
Other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              345,391       502,348
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            7,373,860     7,134,803
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              455,482       453,347
                                                                             --------------------  ------------
Total current assets. . . . . . . . . . . . . . . . . . . . . . . . . . . .           18,965,110    19,400,209

Property, plant and equipment - net . . . . . . . . . . . . . . . . . . . .            2,271,978     5,983,060
License rights and patents - net. . . . . . . . . . . . . . . . . . . . . .               89,237        90,987
                                                                             --------------------  ------------
TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $        21,326,325   $25,474,256
                                                                             ====================  ============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $         2,426,183   $ 2,331,496
Accrued liabilities:
 Compensation and commissions . . . . . . . . . . . . . . . . . . . . . . .              764,103       770,578
 Product warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . .              253,000       248,725
 Other  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              614,405       490,922
Current maturities of long-term debt  . . . . . . . . . . . . . . . . . . .                    -        93,589
                                                                             --------------------  ------------
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . .            4,057,691     3,935,310

LONG-TERM DEBT, less current maturities . . . . . . . . . . . . . . . . . .                    -     3,103,536

OTHER LONG-TERM OBLIGATIONS . . . . . . . . . . . . . . . . . . . . . . . .               44,792        48,344

STOCKHOLDERS' EQUITY:
Preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                    -             -
Common stock - $.04 par value, 15,000,000 shares authorized,
 11,204,024, and 11,199,524  shares issued and outstanding, respectively. .              448,161       447,981
Additional paid-in capital. . . . . . . . . . . . . . . . . . . . . . . . .           23,358,274    23,350,124
Common stock held in treasury (135,101 and 100,890 shares, respectively). .             (428,762)     (309,059)
Subscriptions receivable. . . . . . . . . . . . . . . . . . . . . . . . . .             (225,000)     (225,000)
Retained earnings (accumulated deficit) . . . . . . . . . . . . . . . . . .           (7,479,152)   (7,187,501)
Cumulative translation adjustment . . . . . . . . . . . . . . . . . . . . .                6,100         5,832
Unrealized gain on investments. . . . . . . . . . . . . . . . . . . . . . .            1,544,221     2,304,689
                                                                             --------------------  ------------
Total stockholders' equity. . . . . . . . . . . . . . . . . . . . . . . . .           17,223,842    18,387,066
                                                                             --------------------  ------------
TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $        21,326,325   $25,474,256
                                                                             ====================  ============
</TABLE>

See  notes  to  consolidated  financial  statements.

                                        2
<PAGE>

                             CRITICARE SYSTEMS, INC.
                         CONSOLIDATED INCOME STATEMENTS
                 THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001

                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                           2002          2001
                                       ------------  ------------
<S>                                    <C>           <C>
NET SALES . . . . . . . . . . . . . .  $ 6,304,347   $ 5,489,137
COST OF GOODS SOLD. . . . . . . . . .    3,907,000     3,677,701
                                       ------------  ------------
GROSS PROFIT. . . . . . . . . . . . .    2,397,347     1,811,436

OPERATING EXPENSES:
Marketing . . . . . . . . . . . . . .    1,326,960     1,600,355
Research, development and engineering      628,940       587,083
Administrative. . . . . . . . . . . .      957,229       660,778
                                       ------------  ------------
Total . . . . . . . . . . . . . . . .    2,913,129     2,848,216

LOSS FROM OPERATIONS. . . . . . . . .     (515,782)   (1,036,780)

OTHER INCOME (EXPENSE):
Interest expense. . . . . . . . . . .      (91,533)      (62,676)
Interest income . . . . . . . . . . .       15,865        33,044
Other income. . . . . . . . . . . . .      299,799         4,577
                                       ------------  ------------
Total . . . . . . . . . . . . . . . .      224,131       (25,055)

LOSS BEFORE INCOME TAXES. . . . . . .     (291,651)   (1,061,835)
INCOME TAX PROVISION. . . . . . . . .            -             -
                                       ------------  ------------
NET LOSS. . . . . . . . . . . . . . .  $  (291,651)  $(1,061,835)
                                       ============  ============

NET LOSS PER COMMON SHARE:
Basic . . . . . . . . . . . . . . . .  $     (0.03)  $     (0.10)
Diluted . . . . . . . . . . . . . . .  $     (0.03)  $     (0.10)

WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING:
Basic . . . . . . . . . . . . . . . .   11,072,682    10,733,029
Diluted . . . . . . . . . . . . . . .   11,072,682    10,733,029
</TABLE>

See  notes  to  consolidated  financial  statements.

                                        3
<PAGE>
                             CRITICARE SYSTEMS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001

                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                          2002          2001
                                                      ------------  ------------
<S>                                                   <C>           <C>
OPERATING ACTIVITIES:
Net loss . . . . . . . . . . . . . . . . . . . . . .  $  (291,651)  $(1,061,835)
Adjustments to reconcile net loss to net cash
 provided by (used in) operating activities:
   Depreciation. . . . . . . . . . . . . . . . . . .      228,655       246,045
   Amortization. . . . . . . . . . . . . . . . . . .        1,750         1,751
   Provision for doubtful accounts . . . . . . . . .            -        75,000
   Provision for obsolete inventory. . . . . . . . .      364,000             -
   Gain on sale of Immtech stock . . . . . . . . . .     (241,746)            -
   Gain on sale of building. . . . . . . . . . . . .      (41,208)            -
   Changes in assets and liabilities:
     Accounts receivable . . . . . . . . . . . . . .      302,374       799,112
     Other receivables . . . . . . . . . . . . . . .      156,957         1,337
     Inventories . . . . . . . . . . . . . . . . . .     (568,513)     (660,432)
     Prepaid expenses. . . . . . . . . . . . . . . .       (2,135)       47,408
     Accounts payable. . . . . . . . . . . . . . . .       94,687      (946,993)
     Accrued liabilities . . . . . . . . . . . . . .      117,731      (279,871)
                                                      ------------  ------------
Net cash provided by (used in) operating activities.      120,901    (1,778,478)

INVESTING ACTIVITIES:
Purchases of property, plant and equipment, net. . .     (306,073)      (90,526)
Proceeds from sale of Immtech stock. . . . . . . . .      241,746             -
Proceeds from sale of building . . . . . . . . . . .    3,795,164             -
                                                      ------------  ------------
Net cash provided by (used in) investing activities.    3,730,837       (90,526)

FINANCING ACTIVITIES:
Retirement of long-term debt . . . . . . . . . . . .   (3,197,125)      (20,575)
Repurchase of Company common stock . . . . . . . . .     (121,359)            -
Proceeds from issuance of common stock . . . . . . .        9,986         5,171
                                                      ------------  ------------
Net cash (used in) financing activities. . . . . . .   (3,308,498)      (15,404)

EFFECT OF EXCHANGE RATE CHANGES ON CASH. . . . . . .          268             -

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS      543,508    (1,884,408)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR . . . .    3,523,070     3,362,104
                                                      ------------  ------------
CASH AND CASH EQUIVALENTS, END OF YEAR . . . . . . .  $ 4,066,578   $ 1,477,696
                                                      ============  ============

</TABLE>

See  notes  to  consolidated  financial  statements.

                                        4
<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  September  30,  2002  and  June  30,  2002,  respectively:

<TABLE>
<CAPTION>

                                    September 30, 2002  June 30, 2002
                                    ------------------  -------------
<S>                                 <C>                <C>
     Component parts . . . . . . . .  $    3,508,213     $3,549,397
     Work in process . . . . . . . .         588,243        499,950
     Finished units. . . . . . . . .       4,587,404      4,031,456
                                      --------------     ----------
     Total inventories . . . . . . .       8,683,860      8,080,803
     Less:  reserve for obsolescence       1,310,000        946,000
                                      --------------     ----------
     Net inventory . . . . . . . . .  $    7,373,860     $7,134,803
</TABLE>


3.  INVESTMENTS

In  July  and  August  of  2002 the Company sold a total of 50,000 shares of its
Immtech  International,  Inc.  ("Immtech")  common  stock and realized a gain of
$241,746.  The  Company  held 406,374 shares of Immtech stock, which was trading
at  $3.80  per  share,  on  September 30, 2002. The market value of these shares
could  change  substantially  due  to  overall  market  risk.


                                        5
<PAGE>
4.  PROPERTY,  PLANT  AND  EQUIPMENT

Property,  plant  and  equipment  consist  of  the  following:

<TABLE>
<CAPTION>

                                          September 30, 2002   June 30, 2002
                                          ------------------   -------------
<S>                                       <C>             <C>
     Land and building. . . . . . . . . .  $            -       $ 4,525,000
     Machinery and equipment. . . . . . .       2,066,005         2,007,322
     Furniture and fixtures . . . . . . .         827,046           809,277
     Construction in progress . . . . . .               -           116,798
     Leasehold improvements . . . . . . .         202,984                 -
     Demonstration and loaner monitors. .       1,582,222         1,616,766
     Production tooling . . . . . . . . .       3,463,156         3,425,117
                                           --------------       -----------
     Property, plant and equipment - cost       8,141,413        12,500,280
     Less:  accumulated depreciation. . .       5,869,436         6,517,220
                                           --------------       -----------
     Property, plant and equipment - net.  $    2,271,977       $ 5,983,060

</TABLE>


On  August  30,  2002,  the Company sold its building in Waukesha, Wisconsin and
leased  back  approximately  62% of the building's square footage.  The building
was sold for $4,000,000 and a gain of $41,208 was realized on the sale after the
payment of commissions and fees and the funding of $105,396 in capitalized build
out  costs  needed to split the building into two leasable spaces.  The proceeds
from  the  sale  were  used  to  retire  the $3,182,160 of debt on the Company's
balance  sheet  at  August 30, 2002 and increased the Company's cash position by
approximately  $500,000.


5.  CONTINGENCIES

On  August  6,  2002,  in  part  due  to  the  new regulations imposed under the
Sarbanes-Oxley  Act,  the Company initiated an internal review of its import and
export  procedures.  On August 28, 2002, senior management of the Company became
aware  of  actions  that  may have violated United States import/export laws and
regulations. Senior management of the Company immediately authorized an internal
audit  of  these  possible violations, focusing on the sale of medical equipment
directly  or  indirectly  into an embargoed country and possible marking issues.
The  factual  investigation  pursuant  to  the  internal  audit is substantially
complete  and  no  additional  compliance  issues have arisen as a result of the
factual  investigation.  A  report  setting forth the findings from the internal
audit  is  being completed. The import and export rules applicable to all United
States  companies  engaged  in  international  business  transactions  contain
compliance  guidelines. Violations may result in civil or criminal penalties, or
both,  as well as the potential loss of export privileges. The Company has taken
action  to  adopt  and  implement  a  written compliance program with respect to
applicable  import/export  rules.  The  Company  has also undertaken a voluntary
disclosure  with  the Bureau of Industry and Security ("BIS") and the Treasury's
Office  of Foreign Asset Control ("OFAC"). Although there is no assurance, based
upon a review of the internal audit to date and precedents, the Company believes
a  negotiated  settlement  of  any  violations  will not have a material adverse
effect  on  the  operations  of  the  Company.  At this time, the Company cannot
determine whether any monetary fines would have a material adverse effect on its
financial condition. The Company does not believe that the evidence supports the
denial  of  export  privileges;  however, any such penalty would have a material
adverse  effect on the Company's business. The Company further believes that the
voluntary  disclosure  to the BIS, OFAC and, possibly, other agencies will serve
to  mitigate  any  potential  adverse  consequences that otherwise might accrue.


                                        6
<PAGE>

                             CRITICARE SYSTEMS, INC.
                     Management's Discussion and Analysis of
                  Results of Operations and Financial Condition
                 Three Months Ended September 30, 2002 and 2001

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

Net sales for the three months ended September 30, 2002 increased 14.9% from the
same  period in the prior year. The higher sales were driven by a 14.3% increase
in  the  number of units sold and a 6.8% increase in the average sales price per
unit  for  the same three month period in the prior year. The higher average per
unit  sales  price  in the current period was mainly mix driven, as sales of the
Company's higher priced 8100 vital signs monitors and Vitalview central stations
increased  33.6%  over  the  same  period  in  the  prior  year. Sales were down
significantly in the prior year due mainly to the events of September 11th which
adversely  affected  sales in September 2001 and basically eliminated sales from
one  of  the Company's largest domestic trade shows that opened on September 12,
2001.  This  trade  show  was  held in October in the current fiscal year and is
expected  to  contribute  to strong sales in the Company's fiscal second quarter
ending  December  31,  2002.  See  "Forward-Looking  Statements."

The  gross  profit  percentage of 38.0% for the three months ended September 30,
2002  was  five percentage points higher than the same period in the prior year.
The  higher  sales volume in the current period resulted in a better utilization
of fixed manufacturing costs and improved margins approximately three percentage
points.  In  addition,  due  to the outsourcing of the majority of the Company's
products,  approximately  $140,000  of  fixed  costs  that  had  previously been
classified  as  manufacturing  expenses  were  more  appropriately  included  in
administrative  expenses  in  the  current  period  ended September 30, 2002 and
improved  margins.

Operating  expenses for the three months ended September 30, 2002 increased only
2.3%,  or  $64,913,  from  the  same  period  in  the  prior  year,  despite the
reclassification  in the current period of approximately $140,000 of fixed costs
to  administrative  expenses  discussed above.  In addition, the Company's legal
and  consulting  expenses in the current period were almost $141,000 higher than
the  prior year due mostly to the internal review being conducted by the Company
of  its  import  and export procedures.  The $296,451 increase in administrative
expenses  in  the  current  period  was  almost  entirely  offset  by a $273,395
reduction  in  marketing expenses from the same period in the prior year, driven
mainly  by  lower  expenses  in  international  marketing  and customer service.

Other  income  for  the three months ended September 30, 2002 increased $249,186
from  the  same period in the prior year.  The recognition of a $241,746 gain on
the  sale  of  50,000  shares of the Company's Immtech International, Inc. stock
and  a  $41,208  gain  on  the  sale  of  the  Company's  building were the main
contributors to the higher other income recognition.  These gains were partially
offset  by  a $28,857 increase in interest expense in the current period, as two
months  of  interest  expense  on the Company's mortgage on the facility and the
prepayment  penalty  on the early retirement of the debt during the three months
ended  September  30,  2002  were  greater than three months of interest expense
incurred  on  the  mortgage  during  the  three months ended September 30, 2001.

The  higher  sales  for the three months ended September 30, 2002, combined with
the  improved gross profit performance and an increase in other income more than
offset the slightly higher operating expenses, resulting in a $291,651 loss that
was  significantly lower than the $1,061,835 loss recognized for the same period
in  the  prior  year.


                                        7
<PAGE>

LIQUIDITY  AND  CAPITAL  RESOURCES
----------------------------------

The  Company  has  strengthened its balance sheet significantly at September 30,
2002  when  compared  to September 30, 2001.  The Company has increased its cash
balance  by  more than $2.5 million over the last twelve months to $4,066,578 at
September  30,  2002  from  $1,477,696  at September 30, 2001.  In addition, the
Company's  balance  sheet at September 30, 2002 is now debt free due to the sale
of  the Company's building on August 30, 2002.  The Company sold its building in
Waukesha,  Wisconsin,  leased  back approximately 62% of the its square footage,
and  used the proceeds from the sale to retire $3,182,160 of debt on the balance
sheet  on  the date of sale.  The building was sold for $4,000,000 and a gain of
$41,208  was  realized on the sale after the payment of commissions and fees and
the  funding  of  $105,396  in  capitalized  build out costs needed to split the
building  into  two  leasable  spaces.  This  transaction  also  increased  the
Company's  cash  position by approximately $500,000 and was the main contributor
to  the  Company's  $543,508  increase in cash from its balance of $3,523,070 at
June 30, 2002.  In addition to strengthening the balance sheet, the reduction in
square  footage  and  the  elimination  of  interest  expense on the mortgage is
expected  to increase annual cash flows by almost $150,000 (see "Forward Looking
Statements").

Other  significant  events  impacting  cash  flows  for  the  three months ended
September  30,  2002  included  the  sale  of  50,000  shares  of  its  Immtech
International,  Inc.  stock  in  July  and  August  of 2002 that resulted in the
recognition  of a realized gain of $241,746.  The Company held 406,374 shares of
Immtech  stock  after  the  sale of these shares, which was trading at $3.80 per
share on September 30, 2002.  Also, in accordance with the authorized buyback of
up  to 500,000 shares of the Company's common stock by the Board of Directors in
the  third  quarter of fiscal 2002, the Company purchased 35,100 shares of stock
at  a cost of $121,359 in the first quarter of fiscal 2003.  The Company has now
acquired  a total of 76,223 shares of its common stock under this approved stock
buyback.

The Company believes all capital and liquidity requirements for the remainder of
fiscal  2003 will be satisfied by cash generated from operations and its current
cash  balances.  The  Company's  $4,000,000  line  of credit expires in November
2002,  but  is  expected  to  be extended with terms consistent with the current
agreement.  At  September  30,  2002  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.


                                        8
<PAGE>
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,
compliance  with  product  safety  regulations and product liability and product
recall  risks,  risks  relating  to international sales and compliance with U.S.
export  regulations, 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.

CONTROLS  AND  PROCEDURES
-------------------------

Within  90  days  prior  to  the date of this report, the Company carried out an
evaluation,  under  the  supervision and with the participation of the Company's
management,  including  the  Company's Chief Executive Officer and the Company's
Chief Financial Officer, of the effectiveness of the design and operation of the
Company's  disclosure  controls  and  procedures.  Based on this evaluation, the
Company's Chief Executive Officer and Chief Financial Officer concluded that the
Company's disclosure controls and procedures were effective.  It should be noted
that  in  designing  and  evaluating  the  disclosure  controls  and procedures,
management  recognized  that  any  controls  and  procedures, no matter how well
designed  and  operated,  can provide only reasonable assurance of achieving the
desired control objectives, and management necessarily was required to apply its
judgment  in  evaluating  the cost-benefit relationship of possible controls and
procedures.

There  have been no significant changes in the Company's internal controls or in
other  factors  that could significantly affect the internal controls subsequent
to  the  date  the  Company  completed  its  evaluation.


                                        9
<PAGE>
                           PART II - OTHER INFORMATION

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 Employment  Agreement,  dated  as of May 18, 2000, between the Company
          and  Joseph  P.  Lester.

(b)     Reports  on  Form  8-K:  None in the quarter ended September 30,  2002.


                                       10
<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:  November  14,  2002               BY   /s/ Michael J. Sallmann
                                            ------------------------------------
                                            Michael  J.  Sallmann
                                            Vice  President  -  Finance
                                            (Chief  Accounting  Officer  and
                                            Duly  Authorized  Officer)


                                       11
<PAGE>


                                 CERTIFICATIONS
                                 --------------


I,  Emil  H.  Soika, President and Chief Executive Officer of Criticare Systems,
Inc.,  certify  that:

     1.     I  have  reviewed  this  quarterly  report on Form 10-Q of Criticare
Systems,  Inc.

     2.     Based  on  my  knowledge, this quarterly report does not contain any
untrue  statement  of a material fact or omit to state a material fact necessary
to  make  the  statements  made,  in light of the circumstances under which such
statements  were made, not misleading with respect to the period covered by this
quarterly  report.

     3.     Based on my knowledge, the financial statements, and other financial
information  included  in  this quarterly report, fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods presented in this quarterly report.

     4.     The  registrant's other certifying officer and I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  we  have:

          (a)     designed  such  disclosure  controls  and procedures to ensure
that material information relating to the registrant, including its consolidated
subsidiaries,  is made known to us by others within those entities, particularly
during  the  period  in  which  this  quarterly  report  is  being  prepared;

          (b)     evaluated  the  effectiveness  of  the registrant's disclosure
controls  and procedures as of a date within 90 days prior to the filing date of
this  quarterly  report  (the  "Evaluation  Date");  and

          (c)     presented  in  this quarterly report our conclusions about the
effectiveness  of the disclosure controls and procedures based on our evaluation
as  of  the  Evaluation  Date.

     5.     The  registrant's  other  certifying  officer  and I have disclosed,
based  on our most recent evaluation, to the registrant's auditors and the audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent  function):

          (a)     all  significant  deficiencies  in  the design or operation of
internal  controls  which  could  adversely  affect  the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and

          (b)     any  fraud,  whether or not material, that involves management
or  other  employees  who  have  a significant role in the registrant's internal
controls.

     6.     The  registrant's  other  certifying officer and I have indicated in
this  quarterly report whether or not there were significant changes in internal
controls  or  in other factors that could significantly affect internal controls
subsequent  to  the date of our most recent evaluation, including any corrective
actions  with  regard  to  significant  deficiencies  and  material  weaknesses.

          Date:  November  14,  2002


                                             /s/ Emil H. Soika
                                       -----------------------------------------
                                       Emil  H.  Soika
                                       President  and  Chief  Executive  Officer


                                       12
<PAGE>

                                 CERTIFICATIONS
                                 --------------


I,  Michael  J.  Sallmann,  Vice  President - Finance and Secretary of Criticare
Systems,  Inc.,  certify  that:

     1.     I  have  reviewed  this  quarterly  report on Form 10-Q of Criticare
Systems,  Inc.

     2.     Based  on  my  knowledge, this quarterly report does not contain any
untrue  statement  of a material fact or omit to state a material fact necessary
to  make  the  statements  made,  in light of the circumstances under which such
statements  were made, not misleading with respect to the period covered by this
quarterly  report.

     3.     Based on my knowledge, the financial statements, and other financial
information  included  in  this quarterly report, fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods presented in this quarterly report.

     4.     The  registrant's other certifying officer and I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  we  have:

          (a)     designed  such  disclosure  controls  and procedures to ensure
that material information relating to the registrant, including its consolidated
subsidiaries,  is made known to us by others within those entities, particularly
during  the  period  in  which  this  quarterly  report  is  being  prepared;

          (b)     evaluated  the  effectiveness  of  the registrant's disclosure
controls  and procedures as of a date within 90 days prior to the filing date of
this  quarterly  report  (the  "Evaluation  Date");  and

          (c)     presented  in  this quarterly report our conclusions about the
effectiveness  of the disclosure controls and procedures based on our evaluation
as  of  the  Evaluation  Date.

     5.     The  registrant's  other  certifying  officer  and I have disclosed,
based  on our most recent evaluation, to the registrant's auditors and the audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent  function):

          (a)     all  significant  deficiencies  in  the design or operation of
internal  controls  which  could  adversely  affect  the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and

          (b)     any  fraud,  whether or not material, that involves management
or  other  employees  who  have  a significant role in the registrant's internal
controls.

     6.     The  registrant's  other  certifying officer and I have indicated in
this  quarterly report whether or not there were significant changes in internal
controls  or  in other factors that could significantly affect internal controls
subsequent  to  the date of our most recent evaluation, including any corrective
actions  with  regard  to  significant  deficiencies  and  material  weaknesses.

          Date:  November  14,  2002


                                             /s/ Michael J. Sallmann
                                       -----------------------------------------
                                       Michael  J.  Sallmann
                                       Vice President  -  Finance and Secretary

                                       13