SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                                   ------------

                                    Form 10-Q

  X    QUARTERLY  REPORT  PURSUANT  TO  SECTION  13  OR  15(d) OF THE SECURITIES
-----  EXCHANGE  ACT  OF  1934

       For  the  quarterly  period  ended  March  31,  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,   Waukesha, Wisconsin           53186
    ----------------------------------------------------------------
    (Address of principal executive offices)              (Zip Code)

Registrant's  telephone  number  including  area  code  (262)  798-8282
                                                        ---------------
                                  N/A
-------------------------------------------------------------------------
         Former  name,  former  address  and  former fiscal year,
                     if changed since last report.

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  12  months  (or  for such shorter period that the registrant was
required  to  file  such  reports),  and  (2)  has  been  subject to such filing
requirements  for  the  past  90 days.         Yes   X    No
                                                    ---      ---

Number of shares outstanding of each class of the registrant's classes of common
stock  as of March 31, 2002:   Common Stock, $0.04 par value, 11,059,624 shares.



<PAGE>

                             CRITICARE SYSTEMS, INC.
                           CONSOLIDATED BALANCE SHEETS
                        MARCH 31, 2002 AND JUNE 30, 2001

                                   (UNAUDITED)
<TABLE>
<CAPTION>


                                                                          March 31,     June 30,
ASSETS                                                                      2002          2001
                                                                        ------------  ------------
<S>                                                                     <C>           <C>
CURRENT ASSETS:
Cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . .  $ 2,860,186   $ 3,362,104
Accounts receivable, less allowance for doubtful accounts
   of $614,000 and $1,000,000, respectively. . . . . . . . . . . . . .    6,401,849     7,122,464
Investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    2,190,595     3,970,454
Other receivables. . . . . . . . . . . . . . . . . . . . . . . . . . .       21,573        33,788
Inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    7,583,200     8,600,413
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . .      400,095       502,172
                                                                        ------------  ------------
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . .   19,457,498    23,591,395

Property, plant and equipment - net. . . . . . . . . . . . . . . . . .    5,918,427     6,182,470

License rights and patents - net . . . . . . . . . . . . . . . . . . .       92,738        97,989
                                                                        ------------  ------------

TOTAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $25,468,663   $29,871,854
                                                                        ============  ============


LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . .  $ 1,994,993   $ 3,421,776
Accrued liabilities:
    Compensation and commissions . . . . . . . . . . . . . . . . . . .      764,450     1,187,493
    Product warranties . . . . . . . . . . . . . . . . . . . . . . . .      192,470       220,000
    Accrued taxes other than income. . . . . . . . . . . . . . . . . .       42,896        96,947
    Accrued contract costs . . . . . . . . . . . . . . . . . . . . . .      320,386       207,039
    Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      317,411       375,886
Current maturities of long-term debt . . . . . . . . . . . . . . . . .       91,818        86,766
                                                                        ------------  ------------
Total current liabilities. . . . . . . . . . . . . . . . . . . . . . .    3,724,424     5,595,907

LONG-TERM DEBT, less current maturities. . . . . . . . . . . . . . . .    3,127,129     3,197,126

OTHER LONG-TERM OBLIGATIONS. . . . . . . . . . . . . . . . . . . . . .       49,408        73,005


STOCKHOLDERS' EQUITY:
Preferred stock - $.04 par value, 500,000 shares authorized,
    no shares issued or outstanding. . . . . . . . . . . . . . . . . .            -             -
Common stock - $.04 par value, 15,000,000 shares authorized,
    11,059,624 and 10,796,224 shares issued, respectively. . . . . . .      442,385       431,849
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . .   23,042,734    22,494,548
Common stock held in treasury (60,576 and 64,134 shares, respectively)     (112,838)     (119,467)
Subscriptions receivable . . . . . . . . . . . . . . . . . . . . . . .     (112,500)            -
Retained earnings (accumulated deficit). . . . . . . . . . . . . . . .   (6,882,674)   (5,771,568)
Accumulated comprehensive income . . . . . . . . . . . . . . . . . . .    2,190,595     3,970,454
                                                                        ------------  ------------
Total stockholders' equity . . . . . . . . . . . . . . . . . . . . . .   18,567,702    21,005,816
                                                                        ------------  ------------
TOTAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $25,468,663   $29,871,854
                                                                        ============  ============
</TABLE>


See  notes  to  consolidated  financial  statements.

                                        2
<PAGE>

                             CRITICARE SYSTEMS, INC.
                         CONSOLIDATED INCOME STATEMENTS
                    NINE MONTHS ENDED MARCH 31, 2002 AND 2001

                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                           2002          2001
                                       ------------  ------------
<S>                                    <C>           <C>
NET SALES . . . . . . . . . . . . . .  $19,238,364   $20,057,979

COST OF GOODS SOLD. . . . . . . . . .   12,195,255    12,043,031
                                       ------------  ------------

GROSS PROFIT. . . . . . . . . . . . .    7,043,109     8,014,948

OPERATING EXPENSES:
Marketing . . . . . . . . . . . . . .    4,105,055     4,376,088
Research, development and engineering    1,737,343     1,773,657
Administrative. . . . . . . . . . . .    2,241,884     1,802,055
                                       ------------  ------------
  Total . . . . . . . . . . . . . . .    8,084,282     7,951,800

(LOSS) INCOME FROM OPERATIONS . . . .   (1,041,173)       63,148

OTHER INCOME (EXPENSE):
Interest expense. . . . . . . . . . .     (185,457)     (190,766)
Interest income . . . . . . . . . . .       61,932       110,873
Other . . . . . . . . . . . . . . . .       53,592             -
                                       ------------  ------------
  Total . . . . . . . . . . . . . . .      (69,933)      (79,893)

LOSS BEFORE INCOME TAXES. . . . . . .   (1,111,106)      (16,745)

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

NET LOSS. . . . . . . . . . . . . . .  $(1,111,106)  $   (16,745)
                                       ============  ============

NET LOSS PER COMMON SHARE
Basic . . . . . . . . . . . . . . . .  $     (0.10)  $      0.00
Diluted . . . . . . . . . . . . . . .  $     (0.10)  $      0.00

WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING:
Basic . . . . . . . . . . . . . . . .   10,815,814     9,988,834
Diluted . . . . . . . . . . . . . . .   10,815,814     9,988,834
</TABLE>



See  notes  to  consolidated  financial  statements.

                                        3
<PAGE>

                             CRITICARE SYSTEMS, INC.
                         CONSOLIDATED INCOME STATEMENTS
                   THREE MONTHS ENDED MARCH 31, 2002 AND 2001

                                   (UNAUDITED)
<TABLE>
<CAPTION>



                                           2002          2001
                                       ------------  ------------
<S>                                    <C>           <C>
NET SALES . . . . . . . . . . . . . .  $ 6,402,631   $ 7,263,979

COST OF GOODS SOLD. . . . . . . . . .    4,035,101     4,340,626
                                       ------------  ------------

GROSS PROFIT. . . . . . . . . . . . .    2,367,530     2,923,353

OPERATING EXPENSES:
Marketing . . . . . . . . . . . . . .    1,001,622     1,571,937
Research, development and engineering      569,642       641,375
Administrative. . . . . . . . . . . .      998,288       672,854
                                       ------------  ------------
  Total . . . . . . . . . . . . . . .    2,569,552     2,886,166

(LOSS) INCOME FROM OPERATIONS . . . .     (202,022)       37,187

OTHER INCOME (EXPENSE):
Interest expense. . . . . . . . . . .      (60,509)      (62,097)
Interest income . . . . . . . . . . .       13,933        68,477
Other . . . . . . . . . . . . . . . .       13,814             -
                                       ------------  ------------
  Total . . . . . . . . . . . . . . .      (32,762)        6,380

(LOSS) INCOME BEFORE INCOME TAXES . .     (234,784)       43,567

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

NET (LOSS) INCOME . . . . . . . . . .  $  (234,784)  $    43,567
                                       ============  ============

NET (LOSS) INCOME PER COMMON SHARE
Basic . . . . . . . . . . . . . . . .  $     (0.02)  $      0.00
Diluted . . . . . . . . . . . . . . .  $     (0.02)  $      0.00

WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING:
Basic . . . . . . . . . . . . . . . .   10,927,806    10,709,603
Diluted . . . . . . . . . . . . . . .   10,927,806    11,023,740
</TABLE>


See  notes  to  consolidated  financial  statements.

                                        4
<PAGE>
                             CRITICARE SYSTEMS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                    NINE MONTHS ENDED MARCH 31, 2002 AND 2001

                                   (UNAUDITED)
<TABLE>
<CAPTION>


                                                          2002         2001
                                                      ------------  -----------
<S>                                                   <C>           <C>
OPERATING ACTIVITIES:
Net loss . . . . . . . . . . . . . . . . . . . . . .  $(1,111,106)  $  (16,745)
Adjustments to reconcile net loss to net cash
    used in operating activities:
         Depreciation. . . . . . . . . . . . . . . .      633,934      577,022
         Amortization. . . . . . . . . . . . . . . .        5,251        4,350
         Gain on sale of fixed assets. . . . . . . .       (5,292)           -
         Provision for doubtful accounts . . . . . .     (386,000)    (300,000)
         Obsolescence reserve. . . . . . . . . . . .      451,000      (75,000)
         Changes in assets and liabilities:
              Accounts receivable. . . . . . . . . .    1,106,615     (140,564)
              Other receivables. . . . . . . . . . .       12,215       21,054
              Inventories. . . . . . . . . . . . . .      390,567      148,941
              Prepaid expenses . . . . . . . . . . .      102,077     (215,165)
              Accounts payable . . . . . . . . . . .   (1,426,783)    (294,821)
              Accrued liabilities. . . . . . . . . .     (473,349)    (579,585)
                                                      ------------  -----------
Net cash used in operating activities. . . . . . . .     (700,871)    (870,513)

INVESTING ACTIVITIES:
Purchases of property, plant and equipment, net. . .     (194,453)    (489,438)
Proceeds from sale of fixed assets . . . . . . . . .        5,500            -
                                                      ------------  -----------
Net cash used in investing activities. . . . . . . .     (188,953)    (489,438)

FINANCING ACTIVITIES:
Principal payments on long-term debt . . . . . . . .      (64,945)     (60,253)
Proceeds from issuance of common stock . . . . . . .      452,851    4,047,819
                                                      ------------  -----------
Net cash provided by financing activities. . . . . .      387,906    3,987,566

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS     (501,918)   2,627,615
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD . . .    3,362,104      114,830
                                                      ------------  -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD . . . . . .  $ 2,860,186   $2,742,445
                                                      ============  ===========

</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  March  31,  2002  and  June  30,  2001,  respectively:

<TABLE>
<CAPTION>


                                 March 31, 2002   June 30, 2001
                                 ---------------  --------------
<S>                              <C>              <C>
Component parts . . . . . . . .  $     3,787,477  $    3,784,491
Work in process . . . . . . . .          911,247       1,372,587
Finished units. . . . . . . . .        3,660,476       3,768,335
                                 ---------------  --------------
Total inventories . . . . . . .        8,359,200       8,925,413
Less:  reserve for obsolescence          776,000         325,000
                                 ---------------  --------------
Net inventory . . . . . . . . .  $     7,583,200  $    8,600,413
</TABLE>


3.  INVESTMENTS

The Company held 456,374 shares of Immtech stock, which was trading at $4.80 per
share  on  March  31,  2002.  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>



                                      March 31, 2002   June 30, 2001
                                      ---------------  --------------
<S>                                   <C>              <C>
Land and building. . . . . . . . . .  $     4,525,000  $    4,525,000
Machinery and equipment. . . . . . .        1,987,119       2,055,518
Furniture and fixtures . . . . . . .          814,679         837,238
Production tooling . . . . . . . . .        3,269,156       3,122,938
Demonstration and loaner monitors. .        1,639,555       1,463,909
                                      ---------------  --------------
Property, plant and equipment - cost       12,235,509      12,004,603
Less:  accumulated depreciation. . .        6,317,082       5,822,133
                                      ---------------  --------------
Property, plant and equipment - net.  $     5,918,427  $    6,182,470

</TABLE>


                                        7
<PAGE>
                             CRITICARE SYSTEMS, INC.
                     Management's Discussion and Analysis of
                  Results of Operations and Financial Condition
                   Nine Months Ended March 31,  2002 and 2001

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

Net  sales  of  $19.2 million for the nine months ended March 31, 2002 were down
4.1%  from the $20.0 million of sales generated for the same period in the prior
year.  An  11.9% reduction  in sales in the fiscal third quarter ended March 31,
2002  compared to the same period in the prior year drove the year-to-date sales
decrease.  A  6.0%  reduction in the number of units shipped and a 1.8% decrease
in  the  average  selling  price  per  unit  were  the  main contributors to the
year-to-date sales decline between years.  A 4.8% increase in accessory sales in
the  current  year  partially  offset the reduced sales volume and lower average
selling  prices  of  monitors  and  related  equipment.

Year-to-date  sales to Criticare's distributors in the United Kingdom (U.K.) and
China  decreased  52.0%  in  the current fiscal year and contributed almost $1.4
million  to  the  Company's  lower  sales between years.  A 7.6% increase in OEM
sales  and  2.1%  higher  sales  to  domestic alternate care customers partially
offset  the  decrease  in  sales  to  the Company's distributors in the U.K. and
China.  Significant  cutbacks  in  health  care spending in the U.K., where only
critically  important  capital  expenditures  are  being  made,  have negatively
impacted the Company's sales to its distributor in the U.K. in the current year.
The  transition  to  a  new  distributor  in China in the current fiscal year is
expected  to  provide  significant  long-term sales growth opportunities for the
Company,  but  in the short-term has resulted in reduced sales in fiscal 2002 as
this  change  is  implemented.  See  "Forward  Looking  Statements".

The  gross  profit  percentage  for the first nine months of the current year of
36.6%  was  down from the 40.0% generated for the first nine 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 by the
end  of calendar year 2001 and the lower year-to-date sales volume between years
resulted  in an under-utilization of fixed manufacturing costs which contributed
to  reduced  margins in the current year. Due to the outsourcing of the majority
of  the  Company's  products,  $386,000  of fixed costs that had previously been
classified as manufacturing expenses were included in administrative expenses in
the  current  year. The favorable impact of this change on margins was offset by
an  increase in the reserve for obsolete inventory that was deemed necessary due
to  high  levels  of  component  parts  being  maintained  by  the  Company.

Operating  expenses  for  the  nine  months  ended  March  31, 2002 increased by
$132,482  from  the same period in the prior year, due to a $439,829 increase in
administrative  expenses  that more than offset a $271,033 decrease in marketing
expenses.  As noted above, the higher administrative expenses were mainly driven
by  a change in the classification of expenses due to a change in the operations
of the business.  $386,00 of fixed costs that had been expensed as manufacturing
costs  in  prior  years  were  more  appropriately  classified as administrative
expenses in the current year.  The decrease in marketing expenses was due mostly
to a reduction in the reserve for bad debts, driven by cash collections on an at
risk  receivable  that  was  specifically  reserved  for  in a prior year and an
overall  improvement  in  the  aging of the Company's receivables in the current
year.  In  addition,  the  elimination  of  a sales vice president in the fourth
quarter  of  the  prior  year  resulted  in  a  reduction in salaries and fringe
benefits  in  the  current  year.

The  lower sales and related reduction in gross profit resulted in a net loss of
approximately $1.1 million for the nine months ended March 31, 2002, compared to
a  net  loss  of  $16,745  for  the  same  period  in  the  prior  year.


                                        8
<PAGE>
                             CRITICARE SYSTEMS, INC.
                     Management's Discussion and Analysis of
                  Results of Operations and Financial Condition
                   Three Months Ended March 31,  2002 and 2001

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

Net  sales  for  the  three  months ended March 31, 2002 decreased 11.9% to $6.4
million from $7.3 million for the same period in fiscal 2001.  A 20.5% reduction
in the number of units shipped in the quarter and a corresponding 12.2% decrease
in  accessory sales were the major drivers of the decline in net sales.  A 12.4%
increase in the average selling price per unit of monitors and related equipment
partially  offset  the  lower  sales  volume.  As noted previously, sales to the
Company's  distributors in the U.K. and China, which were down over $1.2 million
in  the  fiscal 2002 third quarter from the same quarter in the prior year, were
the  main  contributors  to  the decreased sales.  A nearly $400,000 increase in
sales  to  domestic  alternate  care  customers in the current quarter partially
offset  the  decrease  in  sales  to  the Company's distributors in the U.K. and
China.

The  gross  profit percentage for the three months ended March 31, 2002 of 37.0%
was  down  from 40.2% for the same period in the prior year. As noted above, the
lower  sales  volume  in  the current fiscal third quarter compared to the prior
year resulted in an under-utilization of fixed manufacturing costs and decreased
margins from the fiscal third quarter of the prior year. The favorable impact of
a  $386,000  reclassification in the current quarter of certain fixed costs from
manufacturing expense to administrative expense was offset by an increase in the
reserve  for  obsolete  inventory  that  was  recorded  in  the current quarter.

Operating expenses for the three months ended March 31, 2002 were down 11.0%, or
$316,614,  from  the same period in the prior year due to a $570,315 decrease in
marketing  expenses  that more than offset a $325,434 increase in administrative
expenses.  As noted above, the reduction in marketing expenses was due mainly to
a  decrease  in  the  reserve  for  bad  debts  that was recorded in the current
quarter.  In  addition,  lower  labor  and  fringe  benefit costs between years,
including  reduced  commissions  related  to  the  decrease  in  sales  volume,
contributed  to  the  lower  marketing expenses. As noted previously, the higher
administrative  expenses were mainly driven by a change in the classification of
certain  fixed  costs  in  the  current  quarter  that  had  been  expensed  as
manufacturing  costs  in  prior  quarters.

Other  expenses  were  up  $39,142  for  the  three  months ended March 31, 2002
compared  to  the  same  period  in  the  prior year due mainly to a decrease in
interest  income  earned  in  the  current  quarter.  Lower interest rates and a
reduction  in the average invested cash balance in the current quarter drove the
decrease  in  interest  income  recognized  between  years.

The lower sales and related reduction in gross profit for the three months ended
March 31, 2002 more than offset the decrease in operating expenses, resulting in
a  $234,784  net  loss  in  the quarter compared to net income of $43,567 in the
fiscal  third  quarter  of  the  prior  year.


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

LIQUIDITY
---------

As  of  March  31,  2002,  the  Company  had no short-term borrowings and a cash
balance  of  $2,860,186, that was down $501,918 from the $3,362,104 cash balance
at the end of fiscal 2001. For the first nine months of fiscal 2002, $700,871 of
cash  was used to support operating activities, $194,453 of cash was invested in
property,  plant,  and  equipment,  and  $64,945  of  cash  was used to pay down
long-term debt. These uses of cash were partially funded by $452,851 in proceeds
received  from  the  issuance  of  common stock related to the exercise of stock
options  in  the  fiscal  second  and  third  quarters  of  2002.

Purchases  of property, plant, and equipment for the first nine months of fiscal
2002  were  down  $294,985 from the prior year as only normal and recurring type
capital  expenditures  were  made  in  the  current year. Purchases of property,
plant, and equipment will increase in the next two quarters as the Company funds
the build out necessary to consolidate its operations into slightly over half of
its  current space. The anticipated sale of the Company's building and leaseback
of  approximately  54% of this facility will eliminate the debt on the Company's
balance sheet and is expected to reduce operating expenses in excess of $200,000
annually.  The  sale  of  the building is expected to close in July of 2002. See
"Forward  Looking  Statements".

The  Company  believes  all  future  capital  and liquidity requirements will be
satisfied by cash generated from operations, proceeds received from the issuance
of  common  stock related to the exercise of stock options, 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 March
31,  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.

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  and to consummate the anticipated sale and leaseback of its
principal  facility.


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<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).


     (b)  Reports  on Form 8-K. The Company did not file any reports on Form 8-K
          during  the  quarter  ended  March  31,  2002.


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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:   May 15, 2002                          BY   /s/  Michael  J. Sallmann
       --------------                         --------------------------------
                                                   Michael  J.  Sallmann
                                                 Vice  President  -  Finance
                                                (Chief Accounting Officer and
                                                  Duly  Authorized  Officer)

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