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,  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  December  31,  2000:  Class  A  Common Stock - 10,778,524 shares.


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

                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                         December 31,     June 30,
ASSETS                                                                       2000           2000
                                                                        --------------  ------------
<S>                                                                     <C>             <C>
CURRENT ASSETS:
Cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . .  $   3,527,457   $   114,830
Accounts receivable, less allowance for doubtful accounts
   of $1,100,000 and $1,300,000, respectively. . . . . . . . . . . . .      6,915,419     6,782,765
Investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      4,449,647     5,704,675
Other receivables. . . . . . . . . . . . . . . . . . . . . . . . . . .         98,647       116,773
Inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      7,794,206     8,178,326
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . .        458,510       219,852
                                                                        --------------  ------------
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . .     23,243,886    21,117,221

Property, plant and equipment - net. . . . . . . . . . . . . . . . . .      6,003,235     5,988,656

License rights and patents - net . . . . . . . . . . . . . . . . . . .         96,890       104,990

TOTAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  29,344,011   $27,210,867
                                                                        ==============  ============


LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . .  $   2,367,769   $ 2,635,344
Accrued liabilities:
    Compensation and commissions . . . . . . . . . . . . . . . . . . .      1,081,719     1,243,839
    Product warranties . . . . . . . . . . . . . . . . . . . . . . . .        325,000       325,000
    Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        549,926       574,826
Current maturities of long-term debt . . . . . . . . . . . . . . . . .         83,548        80,432
                                                                        --------------  ------------
Total current liabilities. . . . . . . . . . . . . . . . . . . . . . .      4,407,962     4,859,441

LONG-TERM DEBT, less current maturities. . . . . . . . . . . . . . . .      3,241,669     3,283,892

OTHER LONG-TERM OBLIGATIONS. . . . . . . . . . . . . . . . . . . . . .        142,383       268,582


STOCKHOLDERS' EQUITY:
Preferred stock. . . . . . . . . . . . . . . . . . . . . . . . . . . .              -             -
Common stock - $.04 par value, 15,000,000 shares authorized,
    10,778,524 and 8,976,251 shares issued, respectively . . . . . . .        431,141       359,050
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . .     22,457,885    18,478,040
Common stock held in treasury (72,288 and 81,122 shares, respectively)       (134,656)     (151,111)
Retained earnings (accumulated deficit). . . . . . . . . . . . . . . .     (5,652,020)   (5,591,702)
Accumulated comprehensive income . . . . . . . . . . . . . . . . . . .      4,449,647     5,704,675
                                                                        --------------  ------------
Total stockholders' equity . . . . . . . . . . . . . . . . . . . . . .     21,551,997    18,798,952
                                                                        --------------  ------------
TOTAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  29,344,011   $27,210,867
                                                                        ==============  ============
</TABLE>

See  notes  to  consolidated  financial  statements.

                                        2
<PAGE>

                             CRITICARE SYSTEMS, INC.
                         CONSOLIDATED INCOME STATEMENTS
                   SIX MONTHS ENDED DECEMBER 31, 2000 AND 1999

                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                           2000          1999
                                       ------------  ------------
<S>                                    <C>           <C>
NET SALES . . . . . . . . . . . . . .  $12,794,000   $13,504,036

COST OF GOODS SOLD. . . . . . . . . .    7,702,405     7,373,259
                                       ------------  ------------

GROSS PROFIT. . . . . . . . . . . . .    5,091,595     6,130,777

OPERATING EXPENSES:
Marketing . . . . . . . . . . . . . .    2,804,151     3,543,432
Research, development and engineering    1,132,282     1,564,662
Administrative. . . . . . . . . . . .    1,129,201     1,080,671
                                       ------------  ------------
Total . . . . . . . . . . . . . . . .    5,065,634     6,188,765

INCOME (LOSS) FROM OPERATIONS . . . .       25,961       (57,988)

OTHER INCOME (EXPENSE):
Interest expense. . . . . . . . . . .     (128,669)     (130,513)
Interest income . . . . . . . . . . .       42,396        67,413
Gain on sale of stock . . . . . . . .            -     2,500,000
                                       ------------  ------------
Total . . . . . . . . . . . . . . . .      (86,273)    2,436,900

 (LOSS) INCOME BEFORE INCOME TAXES. .      (60,312)    2,378,912

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

NET (LOSS) INCOME . . . . . . . . . .  $   (60,312)  $ 2,378,912
                                       ============  ============

NET (LOSS) INCOME PER COMMON SHARE
Basic . . . . . . . . . . . . . . . .  $     (0.01)  $      0.27
Diluted . . . . . . . . . . . . . . .           na   $      0.26

WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING:
Basic . . . . . . . . . . . . . . . .    9,636,284     8,707,809
Diluted . . . . . . . . . . . . . . .           na     9,004,686
</TABLE>

See  notes  to  consolidated  financial  statements.

                                        3
<PAGE>

                             CRITICARE SYSTEMS, INC.
                         CONSOLIDATED INCOME STATEMENTS
                  THREE MONTHS ENDED DECEMBER 31, 2000 AND 1999

                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                           2000         1999
                                       ------------  -----------
<S>                                    <C>           <C>
NET SALES . . . . . . . . . . . . . .  $ 6,564,123   $6,900,699

COST OF GOODS SOLD. . . . . . . . . .    3,983,575    3,758,733
                                       ------------  -----------

GROSS PROFIT. . . . . . . . . . . . .    2,580,548    3,141,966

OPERATING EXPENSES:
Marketing . . . . . . . . . . . . . .    1,329,042    1,937,053
Research, development and engineering      551,000      853,206
Administrative. . . . . . . . . . . .      566,963      566,670
                                       ------------  -----------
Total . . . . . . . . . . . . . . . .    2,447,005    3,356,929

INCOME (LOSS) FROM OPERATIONS . . . .      133,543     (214,963)

OTHER INCOME (EXPENSE):
Interest expense. . . . . . . . . . .      (63,862)     (64,732)
Interest income . . . . . . . . . . .       35,977       38,131
Gain on sale of stock . . . . . . . .            -      740,000
                                       ------------  -----------
Total . . . . . . . . . . . . . . . .      (27,885)     713,399

 INCOME BEFORE INCOME TAXES . . . . .      105,658      498,436

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

NET INCOME. . . . . . . . . . . . . .  $   105,658   $  498,436
                                       ============  ===========

NET INCOME PER COMMON SHARE
Basic . . . . . . . . . . . . . . . .  $      0.01   $     0.06
Diluted . . . . . . . . . . . . . . .  $      0.01   $     0.06

WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING:
Basic . . . . . . . . . . . . . . . .   10,373,962    8,707,809
Diluted . . . . . . . . . . . . . . .   10,517,441    9,004,686
</TABLE>

See  notes  to  consolidated  financial  statements.

                                        4
<PAGE>
                             CRITICARE SYSTEMS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   SIX MONTHS ENDED DECEMBER 31, 2000 AND 1999

                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                           2000          1999
                                                        -----------  ------------
<S>                                                     <C>          <C>
OPERATING ACTIVITIES:
Net (loss) income. . . . . . . . . . . . . . . . . . .  $  (60,312)  $ 2,378,912
Adjustments to reconcile net (loss) income to net cash
  used in operating activities:
    Depreciation . . . . . . . . . . . . . . . . . . .     320,837       450,843
    Amortization . . . . . . . . . . . . . . . . . . .       8,100         9,000
    Provision for doubtful accounts. . . . . . . . . .    (200,000)            -
    Gain on sale of Immtech stock. . . . . . . . . . .           -    (2,500,000)
    Changes in assets and liabilities:
      Accounts receivable. . . . . . . . . . . . . . .      67,346       (34,861)
      Other receivables. . . . . . . . . . . . . . . .      18,126        78,845
      Inventories. . . . . . . . . . . . . . . . . . .     306,044       (99,794)
      Prepaid expenses . . . . . . . . . . . . . . . .    (238,658)     (215,055)
      Accounts payable . . . . . . . . . . . . . . . .    (267,575)     (593,357)
      Accrued liabilities. . . . . . . . . . . . . . .    (313,219)   (2,017,687)
                                                        -----------  ------------
Net cash used in operating activities. . . . . . . . .    (359,311)   (2,543,154)

INVESTING ACTIVITIES:
Purchases of property, plant and equipment, net. . . .    (257,340)     (317,212)
Proceeds from sale of Immtech stock. . . . . . . . . .           -     2,500,000
                                                        -----------  ------------
Net cash (used in) provided by investing activities. .    (257,340)    2,182,788

FINANCING ACTIVITIES:
Principal payments on long-term debt . . . . . . . . .     (39,107)      (36,244)
Proceeds from issuance of common stock . . . . . . . .   4,068,385             -
                                                        -----------  ------------
Net cash provided by (used in) financing activities. .   4,029,278       (36,244)

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS .   3,412,627      (396,610)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR . . . . .     114,830     2,511,078
                                                        -----------  ------------
CASH AND CASH EQUIVALENTS, END OF YEAR . . . . . . . .  $3,527,457   $ 2,114,468
                                                        ===========  ============
</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.


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,  2000,  respectively:
<TABLE>
<CAPTION>

                                 December 31, 2000   June 30, 2000
                                 ------------------  --------------
<S>                              <C>                 <C>
Component parts . . . . . . . .  $        3,431,280  $    3,721,474
Work in process . . . . . . . .           1,230,727       1,169,609
Finished units. . . . . . . . .           3,532,199       3,687,243
                                 ------------------  --------------
Total inventories . . . . . . .           8,194,206       8,578,326
Less:  reserve for obsolescence             400,000         400,000
                                 ------------------  --------------
Net inventory . . . . . . . . .  $        7,794,206  $    8,178,326
</TABLE>

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 held 456,374 shares of Immtech
stock,  which was trading at $9-3/4 per share, on December 31, 2000.  The market
value  of  these  shares  could change substantially due to overall market risk.


                                        6
<PAGE>
4.  PROPERTY,  PLANT  AND  EQUIPMENT

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

                                      December 31, 2000   June 30, 2000
                                      ------------------  --------------
<S>                                   <C>                 <C>
Land and building. . . . . . . . . .  $        4,525,000  $    4,525,000
Machinery and equipment. . . . . . .           2,058,456       2,009,312
Furniture and fixtures . . . . . . .             848,755         763,282
Production tooling . . . . . . . . .           2,773,868       2,651,145
Demonstration and loaner monitors. .           1,485,663       1,407,587
                                      ------------------  --------------
Property, plant and equipment - cost          11,691,742      11,356,326
Less:  accumulated depreciation. . .           5,688,507       5,367,670
                                      ------------------  --------------
Property, plant and equipment - net.  $        6,003,235  $    5,988,656
</TABLE>


                                        7
<PAGE>
                             CRITICARE SYSTEMS, INC.
                     Management's Discussion and Analysis of
                  Results of Operations and Financial Condition
                  Six Months Ended December 31,  2000 and 1999

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

Sales  revenue for the six months ended December 31, 2000 was $700 thousand less
than that of the same period in the prior year.  Two significant, isolated sales
in  the  prior  year period, and the partial return of product from one of these
sales  in  the  current  year  period increased sales revenue for the prior year
period  and  reduced sales revenue for the current year period.  After adjusting
for  both,  sales  revenue  is  relatively comparable.  In addition, the selling
price of some of the Company's older product line have hurt overall revenue even
though  the  number  of units sold in the current year period was up 8% from the
prior  year  period.  OEM  sales,  which  were minimal in the prior year period,
accounted  for  an  incremental  $1.5  million.

The  gross  profit percentage of 40% in the first six months of the current year
is 6% below that of the same period in fiscal 2000.  Margins fell throughout the
prior  year  and  rebounded to 40% in the first quarter of fiscal 2001, which is
where  they  have  remained.  As the cost per unit has not changed dramatically,
the  decline  is attributed to the lower sales prices on established products as
discussed  above,  and  introductory  pricing  on the Company's newly introduced
products.  As  these  newer  products  begin selling at prices that more closely
approximate  list  price,  the Company expects to see further improvement in its
margins.  See  "Forward-Looking  Statements."

To  offset  the drop in margins, the Company has had to continue to find ways to
reduce operating expenses, and has done so with much success. Operating expenses
for  the  current  year  period were over $1 million less than that of the prior
year period.  Of this total, $300 thousand was a reversal of previously recorded
bad  debt  expense  related  to  the  sales return mentioned above; however, the
remaining  $700  thousand  relates  to more tangible savings. Approximately $300
thousand of this total is attributed to better controls over trade show expenses
and  a  reduction  of  sales  related  salaries and commissions.  The final $400
thousand  of  the  decrease  was  a result of a reduction in engineering project
expense  as  there was a significant amount of activity in the first half of the
prior  year  related  to  the  development  of the new products released in late
fiscal  2000.  The  net $1 million savings in operational expenses was enough to
offset  the  reduction in margins, and leave a slight profit from operations for
the  current  year  period  while  the  prior  year  period  showed  a  loss.

Other  income  and expense for the current year period was comparable to that of
the  prior  year  period with the exception of the $2.5 million gain recorded in
fiscal  2000.  This  gain  relates to the private placement sale of a portion of
the  stock  in  Immtech International in which the Company still has a position.
This gain essentially accounts for the difference in net income/(loss), as well.


                                        8
<PAGE>
                             CRITICARE SYSTEMS, INC.
                     Management's Discussion and Analysis of
                  Results of Operations and Financial Condition
                 Three Months Ended December 31,  2000 and 1999

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

As  was  the  case  in the first quarter of fiscal 2001, sales volume (number of
units  sold)  for  the  three  months ended December 31, 2000 exceeded the sales
volume  for  the  same  period  in  fiscal 2000.  And after adjusting for a $300
thousand  return  of  product, previously reserved for as an at risk receivable,
sales  revenue was at approximately the same level in the current year period as
in  the  prior  year period.  Both the sales revenue level and gross margin were
adversely  affected  by  two  major  factors.  The first was promotional pricing
designed  to  accelerate  the introduction of the new POET line of monitors, and
the  second  was  the  heavily discounted sale of remaining obsolete products to
avoid  significant  inventory write downs.  As all of the promotional units have
been  cleared  from  the  backlog,  it  is anticipated that future sales will be
closer  to  list  price,  resulting in a rise in the third quarter margins.  See
"Forward-Looking  Statements."

Operating  expenses in the current year period decreased $900 thousand from that
of  the  prior  year period, of which $300 thousand was a reversal of previously
recorded  bad debt expense related to the sales return mentioned above.  Another
$300  thousand  of  this decrease is attributed to improved expense control over
trade  shows  and  a  reduction  of sales related salaries and commissions.  The
final  $300  thousand of the decrease was a result of a reduction in engineering
project  expense.

The second quarter of fiscal 2001 was the first quarter in which the Company was
able  to generate income from operations ($100 thousand) since the first quarter
of  fiscal  2000.  These numbers reflected a nice turn around as compared to the
three  months ended December 31, 1999 when the same level of sales resulted in a
loss  from operations ($200 thousand).  If the level of operating expense can be
maintained  while improving margins, the Company expects that this number should
also  continue  to  improve.  See  "Forward-Looking  Statements."

Non-operating  expenses of approximately $65 thousand (mortgage interest) in the
current  year period were partially offset by $35 thousand of interest income on
the  private placement proceeds (see "Liquidity").  These amounts are comparable
to those in the prior year period.  However, the prior year period also included
a  $740  thousand  gain  on  the  sale of Immtech stock, which accounted for the
difference in the non-operating expense totals and turned the operating loss for
the  prior  year  period  into  a  net  profit.


                                        9
<PAGE>

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

LIQUIDITY
---------

As  of  December  31, 2000, the Company had a cash balance of approximately $3.5
million  and  no  short-term  borrowings.  In  the  preceding  six  months,
approximately  $360  thousand  was used in operations, and another $260 thousand
was  invested  in  property,  plant  and equipment. In October 2000, the Company
received  $4.0  million  in  proceeds  from  the private placement of additional
shares  of  the  Company's  own common stock.  The primary intended use of these
funds  is  for  additional  research  and  development and an expanded marketing
program.  In  the prior year, approximately $2.5 million was used in 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 future capital and liquidity requirements will be satisfied
by  cash  generated  from  operations,  its  current  cash balances and periodic
utilization of a $4,000,000 line of credit currently in place, if necessary.  At
December  31,  2000,  there  were  no  borrowings  outstanding under the 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,  and competition in the Company's markets.


                                       10
<PAGE>
Item  2.  Changes  in  Securities  and  Use  of  Proceeds

     (c)     On  October 17, 2000, the Company issued 1,786,273 shares of common
stock  to  Oxford  Bioscience  Partners  III,  L.P.,  Oxford Bioscience Partners
(Bermuda)  III  Limited  Partnership  and mRNA Fund L.P. at a price of $2.25 per
share.  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  annual  meeting of stockholders of the Company was held on December 1,
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 2003 annual meeting
of  stockholders.

                                   For          Withheld
                                   ---          --------
Karsten  Houm                   6,273,535       750,827
Emil  H.  Soika                 6,339,512       684,850

     The  Company's other directors consist of Milton Datsopoulos and Higgins D.
Bailey  (whose  terms  end  at the 2001 annual meeting of stockholders) and N.C.
Joseph  Lai and Jeffrey T. Barnes (whose terms end at the 2002 annual meeting of
stockholders).

Proposal  2:  Approval  of  the  Amendment  to  the Criticare Systems, Inc. 1992
Employee Stock Option Plan to increase the number of authorized shares under the
Plan  from  1,540,000  to  2,040,000.

     For         Against     Abstain     Broker  Non-Votes
     ---         -------     -------     -----------------
     1,818,204   1,045,207   115,280          4,045,671

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

     For        Against     Abstain     Broker  Non-Votes
     ---        -------     -------     -----------------
     6,863,464  147,173      13,725               0


                                       11
<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).

                  10.1  Purchase  Agreement, dated as of October 17, 2000, among
                        the Company, Oxford Bioscience Partners III L.P., Oxford
                        Bioscience  Partners  (Bermuda)  III Limited Partnership
                        and  mRNA  Fund  L.P.  (incorporated by reference to the
                        Registration  Statement  filed on Form S-1, Registration
                        No.  333-50884).


          (b)     Reports  on  Form  8-K. None during the quarter ended December
                  31, 2000.


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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 9, 2001             BY   /s/  Mark  S.  Ruehle
                                    ----------------------------------
                                    Mark  S.  Ruehle
                                    Vice  President  -  Finance
                                    (Chief  Accounting  Officer  and
                                    Duly  Authorized  Officer)



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