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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-Q/A

    (Mark One)
       [X]          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
                    SECURITIES EXCHANGE ACT OF 1934
                    For the quarterly period ended December 31, 1998

                                       OR

       |_|          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
                    SECURITIES EXCHANGE ACT OF 1934
                    For the transition period from         to          
                                                   ------     ------


                         Commission File Number 0-16061

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

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

                   20925 Crossroads Circle, Waukesha, WI 53186
                   -------------------------------------------
                    (Address of principal executive offices)

Registrant's telephone number, including area code:  (414) 798-8282

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by sections 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 February 12, 1999: Common Stock, par value $.04, 8,701,151 shares.



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   Items 5 and 6 of Part II of the Quarterly Report on Form 10-Q of Criticare
Systems, Inc. for the fiscal quarter ended December 31, 1998, filed with the
Securities and Exchange Commission on February 16, 1999, are hereby amended in
their entirety as follows to reflect the information required by such items.

                           PART II - OTHER INFORMATION

Item 5. Other Information.

   The Company owns 1,093,842 shares (after giving effect to a 1-for-2 reverse
stock split effected in the first quarter of 1999) of common stock of Immtech
International, Inc. ("Immtech"), a biopharmaceutical company focusing on the
development of therapeutic products for the treatment of opportunistic diseases
and cancer in patients with compromised immune responses. The Company's Board of
Directors has previously approved a spin-off (the "Spin-Off") of 375,000 shares
of Immtech common stock to the Company's stockholders in the form of a stock
dividend to be consummated immediately prior to the effectiveness of a public
offering of Immtech common stock and warrants. Immtech has informed the Company
that the Company will not be able to proceed with the Spin-Off in view of the
required underwriting arrangements for Immtech's proposed public offering.
Accordingly, the Company can not complete the Spin-Off.

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  Specimen Convertible Debenture (incorporated by reference to the
Registration Statement filed on Form S-3, Registration No. 333-25153).

          10.1* Assignment of Rights to Patent Applications, Patents and/or
Inventions, effective November 3, 1998, between the Company and TeleMed
Technologies International, Inc.

          10.2* Registration Agreement, dated as of November 3, 1998, between
the Company and TeleMed Technologies International, Inc.

          10.3  Severance Agreement, dated as of November 16, 1998, between the
Company and Gerhard J. Von der Ruhr.

          10.4  Severance Agreement, dated as of November 16, 1998, between the
Company and N.C. Joseph Lai.

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          27*     Financial Data Schedule.
--------------------

*     Previously filed.

 (b) The registrant filed no reports on Form 8-K during the quarter ended
December 31, 1998.

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                                   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.

     Date 03/02/99

                                          CRITICARE SYSTEMS, INC.
                                            (Registrant)

                                          By     /s/ Joseph M. Siekierski  
                                             -----------------------------------
                                                     Joseph M. Siekierski
                                                   Vice President - Finance


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