**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**


________________________





**FORM
      10-K/A**





**FOR
      ANNUAL AND TRANSITION REPORTS**


**PURSUANT
      TO SECTIONS 13 OR 15(d) OF THE**


**SECURITIES
      EXCHANGE ACT OF 1934**


(Mark
      One)





[x] ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934.





For
      the
      fiscal year ended June 30, 2006





[
       ] 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 1-31943





Criticare
                Systems, Inc.(Exact
                Name of Registrant as Specified in Its
                Charter)





Delaware
            
            39-1501563(State
                or Other Jurisdiction of
              Incorporation
                or Organization)
            
            (I.R.S.
                Employer Identification No.)





20925 Crossroads
                Circle, Suite 100, Waukesha, Wisconsin
            
            53186(Address
                of Principal Executive Offices)
            
            (Zip
                Code)





Registrant's
      telephone number, including area code: 262-798-8282





Securities
      registered pursuant to Section 12(b) of the Act:





Name
                of Each Exchange onTitle
                of Each Class
            
            Which
                RegisteredVoting
                Common Stock, $.04 par
              value(together
                with associated
              Preferred
                Stock Purchase Rights)
            
            American
                Stock Exchange





Securities
      registered pursuant to Section 12(g) of the Act:





None







Indicate
      by check mark if the registrant is a well-known seasoned issuer, as defined
      in
      Rule 405 of the Securities Act.


Yes
      [    ]    No [ X ]





Indicate
      by check mark if the registrant is not required to file reports pursuant to
      Section 13 or Section 15(d) of the Exchange Act.


Yes
        [    ]    No [ X ]


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 [  
 ]


Indicate
      by check mark if disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-K is not contained herein, and will not be contained, to the best
      of registrant's knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-K or any amendment to
      this
      Form 10-K. [    ]





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of "accelerated
      filer and large accelerated filer" in Exchange Act Rule 12b-2. (Check
      one)




Large accelerated filer  [   ]  Accelerated filer  [   ]  Non-accelerated
      filer  [ X ]





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


Yes
      [    ]    No [ X ]




The
      aggregate market value of the voting common stock held by nonaffiliates of
      the
      registrant as of December 30, 2005 (the last business day of the registrant’s
      most recently completed second fiscal quarter) was $57,552,011. Shares of voting
      common stock held as of December 30, 2005 by any person who was an executive
      officer or director of the Registrant as of December 30, 2005 and any person
      who
      beneficially owned 10% or more of the outstanding voting common stock as of
      December 30, 2005 have been excluded from this computation because such persons
      may be deemed to be affiliates. This determination of affiliate status is not
      a
      conclusive determination for other purposes.








2


DOCUMENTS
      INCORPORATED BY REFERENCE





Portions
      of the Definitive Consent Revocation Statement filed by the Company with the
      Securities and Exchange Commission on October 11, 2006 are incorporated by
      reference into Part III of this report.





As
      used
      in this report, the terms "we," "us," "our," "Criticare" and the "Company"
      mean
      Criticare Systems, Inc. and its subsidiaries, unless the context indicates
      another meaning, and the term "common stock" means our common stock, par value
      $0.04 per share.





**Special
      Note Regarding Forward-Looking Statements**





A
      number
      of the matters and subject areas discussed in this report 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 this report.
      These statements may be identified by the use of forward-looking words or
      phrases such as "anticipate," "believe," "could," "expect," "intend," "may,"
      "hope," "plan," "potential," "should," "estimate," "predict," "continue,"
      "future," "will," "would" or the negative of these terms or other words of
      similar meaning. Such forward-looking statements are inherently subject to
      known
      and unknown risks and uncertainties. Our actual results and future developments
      could differ materially from the results or developments expressed in, or
      implied by, these forward-looking statements. Factors that may cause actual
      results to differ materially from those contemplated by such forward-looking
      statements include, but are not limited to, those described under the caption
      "Risk Factors" in Item 1A of this report. We undertake no obligation to make
      any
      revisions to the forward-looking statements contained in this filing or to
      update them to reflect events or circumstances occurring after the date of
      this
      filing.





3


**Explanatory
      Note**





Criticare
      Systems, Inc. (the "Company") is amending Items 10, 11, 12, 13 and 14 of Part
      III of the Company's Annual Report on Form 10-K for the year ended
      June 30, 2006, as filed with the Securities and Exchange Commission on
      September 28, 2006 (the "Annual Report"). This amendment is being made to
      incorporate by reference into Part III of the Annual Report portions of the
      Company's Definitive Consent Revocation Statement filed with the Securities
      and
      Exchange Commission on October 11, 2006 (the "Consent Revocation
      Statement").





PART
      III





Item
      10 .  DIRECTORS
      AND EXECUTIVE OFFICERS OF THE REGISTRANT .





Information
      regarding the executive officers and directors of the Company is incorporated
      herein by reference to the discussions under "Current Directors of Criticare,"
      "Section 16(a) Beneficial Ownership Reporting Compliance" and "Executive
      Officers" in the Consent Revocation Statement.





The
      Audit
      Committee of the Company's Board of Directors is an "audit committee" for
      purposes of Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The
      members of the Audit Committee are Dr. Higgins D. Bailey, Dr. N.C. Joseph Lai
      and Stephen K. Tannenbaum (Chairman).





The
      Company's Board of Directors has determined that one of the members of the
      Audit
      Committee, Stephen K. Tannenbaum, qualifies as an "audit committee
      financial expert" as defined by the rules of the SEC based on his **** work
      experience and education.





The
      Company has adopted a Code of Business Ethics that applies to all of the
      Company's employees, including the Company's principal executive officer,
      principal financial officer and principal accounting officer. A copy of the
      Code
      of Business Ethics is available on the Company's corporate web site which is
      located at www.csiusa.com. The Company also intends to disclose any amendments
      to, or waivers from, the Code of Business Ethics on its corporate web
      site.





Item
      11 .  EXECUTIVE
      COMPENSATION .





Information
      regarding executive compensation is incorporated herein by reference to the
      discussion under "Executive Compensation" and "Compensation of Directors" in
      the
      Consent Revocation Statement.





4


Item
                12.
            SECURITY
                OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
                STOCKHOLDER MATTERS.





Information
      regarding security ownership of certain beneficial owners and management is
      incorporated herein by reference to the discussion under "Security Ownership
      of
      Certain Beneficial Owners and Management" in the Consent Revocation
      Statement.





The
      following table summarizes share information for the Company’s equity
      compensation plans as of June 30, 2006, including the 2003 Stock Option Plan,
      the 1992 Employee Stock Option Plan, the 1992 Non-Employee Stock Option Plan,
      the 1987 Employee Stock Option Plan, the 1987 Non-Employee Stock Option
      Plan  and
      the
      Company’s Employee Stock Purchase Plan.




Equity
      Compensation Plan Information




Number
                  of securitiesremaining
                  available forNumber
                  of securities to be
              
              Weighted
                  average
              
              future
                  issuance underissued
                  upon exercise of
              
              exercise
                  price of
              
              equity
                  compensationoutstanding
                  options,
              
              outstanding
                  options
              
              plans
                  (excluding securitiesPlan
                  category
              
              warrants
                  and rights
              
              warrants
                  and rights
              
              in
                  first column)Equity
                  compensationplans
                  approved bysecurity
                  holders
              
              
              543,688
                  shares
              
              
              $3.17
                  per share
              
              
              922,232
                  sharesEquity
                  compensationplans
                  not approved bysecurity
                  holders
              
              
              30,000
                  shares
              
              
              $2.88
                  per share
              
              
              0
                  sharesTotal
              
              
              573,688
                  shares
              
              
              $3.15
                  per share
              
              
              922,232
                  shares


As
      noted
      in the table above, the Company has issued warrants to a consultant which have
      not been approved by the Company’s stockholders. The Company extended warrants
      for the purchase of 30,000 shares of Common Stock issued to the consultant
      expiring in February 2003 for an additional five years with an exercise price
      of
      $2.88 per share.





Item
                13.
            CERTAIN
                RELATIONSHIPS AND RELATED TRANSACTIONS.





Information
      regarding certain relationships and related party transactions is incorporated
      herein by reference to the discussion under "Executive Compensation—Employment
      Agreements” in the Consent Revocation Statement.





5


Item
      14.  PRINCIPAL
      ACCOUNTANT FEES AND SERVICES.





The
      following table summarizes the fees the Company was billed for audit and
      nonaudit services rendered by the Company's independent auditors during fiscal
      2006 and 2005:







**Service
                Type**
            
            
            **Fiscal
                2006**
            
            **Fiscal
                2005**Audit
                Fees (1)
            
            
            $
            170,060
            
            $
            158,428Audit-related
                Fees
            
            
            
            -
            
            
            -Tax
                Fees (2)
            
            
            
            19,350
            
            
            19,550All
                Other Fees
            
            
            
            -
            
            
            -Total
                Fees Billed
            
            
            $
            189,410
            
            $
            177,978




_ _______________





(1) Consists
      of fees for professional services rendered in connection with the audit of
      the
      Company's financial statements for the fiscal years ended June 30, 2006 and
      June 30, 2005; the reviews of the financial statements included in each of
      the Company's quarterly reports on Form 10-Q during those fiscal years; and
      consents and assistance with documents filed by the Company with the
      SEC.




(2) Consists
      of fees for tax advisory services in connection with preparation of the
      Company's federal and state tax returns and I.R.S. audit.




The
      Audit
      Committee of the Board of Directors of the Company considered that the provision
      of the services and the payment of the fees described above are compatible
      with
      maintaining the independence of BDO Seidman, LLP.




The
      Audit
      Committee is responsible for reviewing and pre-approving any non-audit services
      to be performed by the Company's independent auditors. The Audit Committee
      has
      delegated certain of its pre-approval authority to the Chairman of the Audit
      Committee to act between meetings of the Audit Committee. Any pre-approval
      given
      by the Chairman of the Audit Committee pursuant to this delegation is presented
      to the full Audit Committee at its next regularly scheduled meeting. The Audit
      Committee or Chairman of the Audit Committee reviews and, if appropriate,
      approves non-audit service engagements, taking into account the proposed scope
      of the non-audit services, the proposed fees for the non-audit services, whether
      the non-audit services are permissible under applicable law or regulation and
      the likely impact of the non-audit services on the independence of the
      independent auditors.




Since
      the
      effective date of the SEC rules requiring pre-approval of non-audit services
      on
      May 6, 2003, each new engagement of the Company's independent auditors to
      perform non-audit services has been approved in advance by the Audit Committee
      or the Chairman of the Audit Committee pursuant to the foregoing
      procedures.


6


PART
      IV





Item
                15.
            EXHIBITS
                AND FINANCIAL STATEMENT
                SCHEDULES.








(a)(3) E xhibits :




The
      following
      exhibits are filed with this Form 10-K/A:




31.1 Certification
      of Emil H. Soika, President and Chief Executive Officer (Principal Executive
      Officer) pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.




31.2 Certification
      of Joel D. Knudson, Vice President - Finance and Secretary (Principal Financial
      Officer) pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.





7


SIGNATURES








Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act
      of 1934, the registrant has duly caused this Form 10-K/A to be signed on its
      behalf by the undersigned, thereunto duly authorized.





CRITICARE
      SYSTEMS, INC.





By /s/
      Emil H.
      Soika


Emil
      H.
      Soika, President


and
      Chief
      Executive Officer





Date:
        October 30, 2006








Pursuant
      to the requirements of the Securities Exchange Act of 1934, this report has
      been
      signed below by the following persons on behalf of the registrant and in the
      capacities and on the dates indicated.





Signature
            Title
            Date/s/
                Emil H. Soika
            President,
                Chief Executive Officer
            October
                30, 2006Emil
                H. Soika
            and
                Director (Principal ExecutiveOfficer)





/s/
                Joel D. Knudson
            Vice
                President-Finance and Secretary
            October
                30, 2006Joel
                D. Knudson
            (Principal
                Financial and AccountingOfficer)*
            Chairman
                of the Board and Director
            October
                30, 2006Dr.
                Higgins Bailey*
            Director
            October
                30, 2006N.C.
                Joseph Lai, Ph.D.*
            Director
            October
                30, 2006Jeffrey
                T. Barnes


8





*
            Director
            October
                30, 2006Stephen
                K. Tannenbaum*
            Director
            October
                30, 2006Sam
                B. Humphries/s/
                Emil H. Soika
            
            October
                30, 2006Emil
                H. Soika
              *Attorney-in-Fact







9