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,  2001
                                              ----------------

                                       OR

_____     TRANSITION  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE  ACT  OF  1934

          For  the  transition  period  from  ____________  to  ____________

                         Commission file number -0-16061
                                                --------

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

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

     20925 Crossroads Circle,   Waukesha, Wisconsin           53186
 -------------------------------------------------------------------
 (Address of principal executive offices)                  (Zip Code)

Registrant's  telephone  number  including  area  code  (262)  798-8282
                                                        ---------------

                                      N/A
-------------------------------------------------------------------------
  Former  name,  former  address  and  former fiscal year, if changed since last
report.

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

Number of shares outstanding of each class of the registrant's classes of common
stock  as  of  March  31,  2001:  Class  A  Common  Stock  10,779,524  shares.



<PAGE>
                             CRITICARE SYSTEMS, INC.
                           CONSOLIDATED BALANCE SHEETS
                        MARCH 31, 2001 AND JUNE 30, 2000

                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                         March 31,      June 30,
ASSETS                                                                      2001          2000
                                                                        ------------  ------------
<S>                                                                     <C>           <C>
CURRENT ASSETS:
Cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . .  $ 2,742,445   $   114,830
Accounts receivable, less allowance for doubtful accounts
   of $1,000,000 and $1,300,000, respectively. . . . . . . . . . . . .    7,223,329     6,782,765
Investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    2,624,151     5,704,675
Other receivables. . . . . . . . . . . . . . . . . . . . . . . . . . .       95,719       116,773
Inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    7,966,373     8,178,326
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . .      435,017       219,852
                                                                        ------------  ------------
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . .   21,087,034    21,117,221

Property, plant and equipment - net. . . . . . . . . . . . . . . . . .    6,039,084     5,988,656

License rights and patents - net . . . . . . . . . . . . . . . . . . .      100,640       104,990

TOTAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $27,226,758   $27,210,867
                                                                        ============  ============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . .  $ 2,340,523   $ 2,635,344
Accrued liabilities:
    Compensation and commissions . . . . . . . . . . . . . . . . . . .      919,582     1,243,839
    Product warranties . . . . . . . . . . . . . . . . . . . . . . . .      334,900       325,000
    Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      485,798       574,826
Current maturities of long-term debt . . . . . . . . . . . . . . . . .       85,114        80,432
                                                                        ------------  ------------
Total current liabilities. . . . . . . . . . . . . . . . . . . . . . .    4,165,917     4,859,441

LONG-TERM DEBT, less current maturities. . . . . . . . . . . . . . . .    3,218,957     3,283,892

OTHER LONG-TERM OBLIGATIONS. . . . . . . . . . . . . . . . . . . . . .       92,382       268,582

STOCKHOLDERS' EQUITY:
Preferred stock. . . . . . . . . . . . . . . . . . . . . . . . . . . .            -             -
Common stock - $.04 par value, 15,000,000 shares authorized,
    10,779,524 and 8,976,251 shares issued, respectively . . . . . . .      431,181       359,050
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . .   22,459,856    18,478,040
Common stock held in treasury (67,692 and 81,122 shares, respectively)     (126,919)     (151,111)
Retained earnings (accumulated deficit). . . . . . . . . . . . . . . .   (5,638,767)   (5,591,702)
Accumulated comprehensive income . . . . . . . . . . . . . . . . . . .    2,624,151     5,704,675
                                                                        ------------  ------------
Total stockholders' equity . . . . . . . . . . . . . . . . . . . . . .   19,749,502    18,798,952
                                                                        ------------  ------------
TOTAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $27,226,758   $27,210,867
                                                                        ============  ============
</TABLE>

See  notes  to  consolidated  financial  statements.

                                        2
<PAGE>

                             CRITICARE SYSTEMS, INC.
                         CONSOLIDATED INCOME STATEMENTS
                    NINE MONTHS ENDED MARCH 31, 2001 AND 2000

                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                           2001          2000
                                       ------------  ------------
<S>                                    <C>           <C>
NET SALES . . . . . . . . . . . . . .  $20,057,979   $19,634,951

COST OF GOODS SOLD. . . . . . . . . .   12,043,031    11,269,345
                                       ------------  ------------

GROSS PROFIT. . . . . . . . . . . . .    8,014,948     8,365,606

OPERATING EXPENSES:
Marketing . . . . . . . . . . . . . .    4,376,088     5,472,763
Research, development and engineering    1,773,657     2,278,059
Administrative. . . . . . . . . . . .    1,802,055     1,815,938
                                       ------------  ------------
Total . . . . . . . . . . . . . . . .    7,951,800     9,566,760

INCOME (LOSS) FROM OPERATIONS . . . .       63,148    (1,201,154)

OTHER INCOME (EXPENSE):
Interest expense. . . . . . . . . . .     (190,766)     (195,408)
Interest income . . . . . . . . . . .      110,873        77,759
Gain on sale of stock . . . . . . . .            -     2,500,000
                                       ------------  ------------
Total . . . . . . . . . . . . . . . .      (79,893)    2,382,351

(LOSS) INCOME BEFORE INCOME TAXES . .      (16,745)    1,181,197

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

NET (LOSS) INCOME . . . . . . . . . .  $   (16,745)  $ 1,181,197
                                       ============  ============

NET (LOSS) INCOME PER COMMON SHARE:
Basic . . . . . . . . . . . . . . . .  $      0.00   $      0.14
Diluted . . . . . . . . . . . . . . .           na   $      0.13

WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING:
Basic . . . . . . . . . . . . . . . .    9,988,834     8,630,390
Diluted . . . . . . . . . . . . . . .           na     8,861,107
</TABLE>

See  notes  to  consolidated  financial  statements.

                                        3
<PAGE>

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

                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                           2001          2000
                                       ------------  ------------
<S>                                    <C>           <C>
NET SALES . . . . . . . . . . . . . .  $ 7,263,979   $ 6,130,915

COST OF GOODS SOLD. . . . . . . . . .    4,340,626     3,896,086
                                       ------------  ------------

GROSS PROFIT. . . . . . . . . . . . .    2,923,353     2,234,829

OPERATING EXPENSES:
Marketing . . . . . . . . . . . . . .    1,571,937     1,929,333
Research, development and engineering      641,375       713,397
Administrative. . . . . . . . . . . .      672,854       735,267
                                       ------------  ------------
Total . . . . . . . . . . . . . . . .    2,886,166     3,377,997

INCOME (LOSS) FROM OPERATIONS . . . .       37,187    (1,143,168)

OTHER INCOME (EXPENSE):
Interest expense. . . . . . . . . . .      (62,097)      (64,895)
Interest income . . . . . . . . . . .       68,477        10,345
                                       ------------  ------------
Total . . . . . . . . . . . . . . . .        6,380       (54,550)

INCOME (LOSS) BEFORE INCOME TAXES . .       43,567    (1,197,718)

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

NET INCOME (LOSS) . . . . . . . . . .  $    43,567   $(1,197,718)
                                       ============  ============

NET INCOME (LOSS) PER COMMON SHARE:
Basic . . . . . . . . . . . . . . . .  $      0.00   $     (0.14)
Diluted . . . . . . . . . . . . . . .  $      0.00   $     (0.14)

WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING:
Basic . . . . . . . . . . . . . . . .   10,709,603     8,684,029
Diluted . . . . . . . . . . . . . . .   11,023,740     8,684,029
</TABLE>

See  notes  to  consolidated  financial  statements.

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

                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                           2001          2000
                                                        -----------  ------------
<S>                                                     <C>          <C>
OPERATING ACTIVITIES:
Net (loss) income. . . . . . . . . . . . . . . . . . .  $  (16,745)  $ 1,181,197
Adjustments to reconcile net (loss) income to net cash
  used in operating activities:
    Depreciation . . . . . . . . . . . . . . . . . . .     577,022       724,982
    Amortization . . . . . . . . . . . . . . . . . . .       4,350        13,500
    Provision for doubtful accounts. . . . . . . . . .    (300,000)            -
    Obsolescence reserve . . . . . . . . . . . . . . .     (75,000)            -
    Gain on sale of Immtech stock. . . . . . . . . . .           -    (2,500,000)
    Litigation settled with common stock . . . . . . .           -        69,375
    Changes in assets and liabilities:
      Accounts receivable. . . . . . . . . . . . . . .    (140,564)     (195,250)
      Other receivables. . . . . . . . . . . . . . . .      21,054       (41,331)
      Inventories. . . . . . . . . . . . . . . . . . .     148,941      (774,636)
      Prepaid expenses . . . . . . . . . . . . . . . .    (215,165)      (42,712)
      Accounts payable . . . . . . . . . . . . . . . .    (294,821)     (268,909)
      Accrued liabilities. . . . . . . . . . . . . . .    (579,585)   (2,448,015)
                                                        -----------  ------------
Net cash used in operating activities. . . . . . . . .    (870,513)   (4,281,799)

INVESTING ACTIVITIES:
Purchases of property, plant and equipment, net. . . .    (489,438)     (418,688)
Proceeds from sale of Immtech stock. . . . . . . . . .           -     2,500,000
                                                        -----------  ------------
Net cash (used in) provided by investing activities. .    (489,438)    2,081,312

FINANCING ACTIVITIES:
Principal payments on long-term debt . . . . . . . . .     (60,253)      (55,236)
Proceeds from issuance of common stock . . . . . . . .   4,047,819       477,629
                                                        -----------  ------------
Net cash provided by financing activities. . . . . . .   3,987,566       422,393

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS .   2,627,615    (1,778,094)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD . . . .     114,830     2,511,078
                                                        -----------  ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD . . . . . . .  $2,742,445   $   732,984
                                                        ===========  ============
</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  March  31,  2001  and  June  30,  2000,  respectively:
<TABLE>
<CAPTION>

                                 March 31, 2001   June 30, 2000
                                 ---------------  --------------
<S>                              <C>              <C>
Component parts . . . . . . . .  $     4,111,427  $    3,721,474
Work in process . . . . . . . .          996,064       1,169,609
Finished units. . . . . . . . .        3,183,882       3,687,243
                                 ---------------  --------------
Total inventories . . . . . . .        8,291,373       8,578,326
Less:  reserve for obsolescence          325,000         400,000
                                 ---------------  --------------
Net inventory . . . . . . . . .  $     7,966,373  $    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  $5-3/4 per share, on March 30, 2001. 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>

                                      March 31, 2001   June 30, 2000
                                      ---------------  --------------
<S>                                   <C>              <C>
Land and building. . . . . . . . . .  $     4,525,000  $    4,525,000
Machinery and equipment. . . . . . .        2,088,508       2,009,312
Furniture and fixtures . . . . . . .          865,029         763,282
Production tooling . . . . . . . . .        2,959,640       2,651,145
Demonstration and loaner monitors. .        1,545,599       1,407,587
                                      ---------------  --------------
Property, plant and equipment - cost       11,983,776      11,356,326
Less:  accumulated depreciation. . .        5,944,692       5,367,670
                                      ---------------  --------------
Property, plant and equipment - net.  $     6,039,084  $    5,988,656
</TABLE>


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

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

Net  sales  for  the nine months ended March 31, 2001 increased 2% from the same
period  in  the  prior year.  However, two significant and isolated sales in the
prior  year, combined with the partial return of product from one of these sales
in  the  current  year, had the effect of increasing the prior year and reducing
the  current  year  revenue.  Adjusting  for  these items, the net sales in 2001
increased  almost $2.5 million, or 14%, above the same period in the prior year.
Approximately  $2.1  million  of  this  increase can be attributed to higher OEM
sales,  which  have  become a significant contributor to revenue in fiscal 2001.

The  gross  profit  percentage  was 40% for the first nine months of the current
year  compared  to 42.6% for the same period in fiscal 2000. Margins fell in the
last  two  quarters  of fiscal 2000, but rebounded to the 40% level in the first
quarter  of  fiscal 2001, where they have remained for all three quarters of the
current  fiscal year. Margins in the current year were favorably impacted by the
recognition  of  $105,000  in  deferred income from the settlement of a contract
that  was  agreed to in January 2000 and fully satisfied in the third quarter of
fiscal  2001  and  from a $75,000 reduction in a reserve for obsolete inventory.
The  Company  expects  to  see improvement in its margins after fiscal 2001 as a
result of lower product costs expected from outsourcing the manufacturing of the
majority of its product lines to foreign manufacturers and from anticipated cost
efficiencies  from increased sales volume generated from new products introduced
late  in  fiscal  2000.  See  "Forward-Looking  Statements."

The  Company  has  continued  to  make  a  concerted  effort to reduce operating
expenses  in  order  to  negate  the  impact  of  declining margins from pricing
pressures  on  medical  monitoring  systems  worldwide. A reduction in operating
expenses  of  over  $1.6  million in the current year more than offset the lower
margins  realized  in  the  first  nine months of fiscal 2001.  $300,000 of this
reduction  was a reversal of previously recorded bad debt expense related to the
sales  return  mentioned  above.  However, the remaining $1.3 million in expense
savings  relates to more tangible spending reductions. Approximately $800,000 of
this total is attributed to more cost-effective spending in marketing on travel,
consulting  fees,  trade  shows  and  other  sales promotion expenses, and sales
commissions.  The  final  $500,000  in  lower  spending  was  due to significant
engineering project expenses incurred in the first nine months of the prior year
related  to  the  development  of new products that were released in late fiscal
2000.  The  overall  $1.6 million savings in operating expenses more than offset
the  lower  margins,  resulting  in a small profit from operations for the first
nine  months  of  the  current year which was significantly better than the $1.2
million  loss  from  operations  that  was  generated  in the prior year period.

Other income and expense is 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,  Inc.  in which the Company still has a position.  The large gain
allowed  the  Company  to recognize net income of $1.2 million in the first nine
months of the prior year, compared to the small net loss produced in the current
year  period.


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

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

Net  sales  for  the  three  months  ended  March 31, 2001 increased 18% to $7.3
million  from  $6.1  million  for the same period in fiscal 2000.  A significant
increase  in  sales  internationally  drove  the  majority of the higher revenue
between quarters as the new POET line of monitors introduced late in fiscal 2000
favorably  impacted  fiscal  2001  third  quarter revenue.  In addition, for the
third  consecutive  quarter  in  fiscal  2001, OEM sales improved over the prior
year,  enabling  the  Company  to  increase sales in each quarter of the current
fiscal  year.

The  gross profit percentage was 40.2% for the three months ended March 31, 2001
compared  to  36.5%  for  the  same period in the prior year. The recognition of
deferred income in the third quarter of fiscal 2001, combined with the reduction
in  the  obsolescence  reserve,  both  discussed  previously, favorably impacted
margins.  Increased sales volume of the Company's high margin accessory business
accounted  for  the  remainder  of  the  margin  improvement  between  quarters.

The  Company's  concerted  efforts to reduce operating expenses continued in the
third  quarter of fiscal 2001 as operating expenses were reduced almost $500,000
compared  to  the  same period in the prior year.  The majority of this decrease
was realized through cost-effective marketing expense reductions in the areas of
travel,  consulting  fees, and trade show spending.  Another $100,000 in expense
savings was realized from the reversal of bad debt expense recorded in the first
quarter  of  fiscal  2001 for loaner equipment that was no longer deemed at risk
due  to  favorable  collections  experience.

The  higher sales volume, improved gross profit performance, and lower operating
expenses  discussed  above  for the three months ended March 31, 2001 produced a
small  amount  of income from operations which was significantly better than the
$1,143,000  loss  from  operations that was generated for the same period in the
prior  year.  In addition, a $58,000 increase in interest income earned from the
investment  of  proceeds  received in October 2000 from the private placement of
shares  of  the  Company's  common  stock  more than offset the interest expense
incurred  on  the  mortgage of the Company's facility.  As a result, the Company
generated  net  income slightly better than breakeven for the second consecutive
quarter,  compared  to  the $1.2 million net loss 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,  2001,  the  Company had a cash balance of approximately $2.7
million  and no short-term borrowings.  In the nine months ended March 31, 2001,
approximately  $871,000 of cash was used in operations to support the transition
of  manufacturing  to  contract  suppliers, and another $489,000 was invested in
property,  plant  and  equipment.  These  items  were  funded by $4.0 million in
proceeds  received  in  October 2000 from the private placement of shares of the
Company's  common  stock.  The primary intended use of these proceeds is to fund
additional  research  and  development  efforts  and  to  expand  the  Company's
marketing programs.  In the nine months ended March 31, 2000, approximately $4.3
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 all 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 March 31, 2001, 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,  unanticipated difficulties as the Company
begins to outsource 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  competition  in  the  Company's  markets.


                                       10
<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).

(b)     Reports  on  Form 8-K.  The Company did not file any reports on Form 8-K
        during  the  quarter  ended  March  31,  2001.


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<PAGE>

                                   SIGNATURES

Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  thereunto  duly  authorized.

                                      CRITICARE  SYSTEMS,  INC.
                                               (Registrant)

Date  May 10, 2001                    BY   /s/  Michael  J.  Sallmann
     ------------                         ----------------------------------
                                           Michael  J.  Sallmann
                                           Vice  President  -  Finance
                                           (Chief  Accounting  Officer  and
                                           Duly  Authorized  Officer)


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