Reg.No. 333-_____

As filed with the Securities and Exchange Commission on May 20, 2002
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                       ----------------------------------

                                    FORM S-3
                             REGISTRATION STATEMENT
                        Under the Securities Act of 1933

                       ----------------------------------

                             CRITICARE SYSTEMS, INC.
             (Exact Name of Registrant as Specified in Its Charter)


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

 20925  Crossroads  Circle,  Waukesha,  WI  53186           (262) 798-8282
 ------------------------------------------------           ---------------
 (Address,  including  Zip Code of Registrant's           (Telephone Number,
     Principal Executive Offices)                        Including Area Code)

                                  Emil H. Soika
                      President and Chief Executive Officer
                             Criticare Systems, Inc.
                             20925 Crossroads Circle
                               Waukesha, WI 53186
                                 (262) 798-8282
              (Name, Address, Including Zip Code, and Telephone Number,
                    Including Area Code, of Agent for Service)

                        Copies of all communications to:
                        Reinhart Boerner Van Deuren s.c.
                       1000 North Water Street, Suite 2100
                               Milwaukee, WI 53202
                        Attn:  Benjamin G. Lombard, Esq.
                           Telephone:  (414) 298-1000
                           Facsimile:  (414) 298-8097

                       ----------------------------------

APPROXIMATE  DATE  OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:  From time to
time  after  the  effective  date  of  this  Registration  Statement.

     If  the  only  securities  being  registered on this Form are being offered
pursuant  to  dividend  or  reinvestment  plans, please check the following box.
                                                                             [ ]
     If any of the securities being registered on this Form are to be offered on
a  delayed  or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment  plans,  check  the  following  box.                            [X]

     If  this  Form  is  filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and  list  the  Securities  Act  registration  statement  number  of the earlier
effective  registration  statement  for  the  same  offering.                [ ]
     If  this  Form  is a post-effective amendment filed pursuant to Rule 462(c)
under  the  Securities  Act, check the following box and list the Securities Act
registration  statement  number  of the earlier effective registration statement
for  the  same  offering.                                                    [ ]
     If  delivery of the prospectus is expected to be made pursuant to Rule 434,
please  check  the  following  box.                                          [ ]



                         CALCULATION OF REGISTRATION FEE




                                   Proposed     Proposed
                                    Maximum     Maximum
                        Amount     Offering     Aggregate      Amount of
  Title of Shares       to be       Price        Offering     Registration
 to be Registered     Registered  Per Share (1)  Price (1)       Fee
                                                   
Common Stock,
 $.04 Par Value        100,000      $5.28        $528,000        $49



(1)  CALCULATED  IN ACCORDANCE WITH RULE 457(C) BASED ON THE AVERAGE OF THE HIGH
     AND LOW SALES PRICES OF THE COMMON STOCK AS REPORTED ON THE NASDAQ NATIONAL
     MARKET  ON  MAY  17, 2002, SOLELY FOR PURPOSES OF CALCULATING THE AMOUNT OF
     THE  REGISTRATION  FEE.

     THE  REGISTRANT  HEREBY  AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE  A  FURTHER  AMENDMENT  WHICH  SPECIFICALLY  STATES  THAT THIS REGISTRATION
STATEMENT  SHALL  THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE  SECURITIES  ACT  OF  1933  OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE  ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY  DETERMINE.















================================================================================

                                        2



                    PRELIMINARY PROSPECTUS DATED MAY 20, 2002

                                 100,000 SHARES

                             CRITICARE SYSTEMS, INC.

                                  COMMON STOCK

     C.C.R.I.  Corporation  is  offering  for  sale  up to 100,000 shares of our
common  stock  which  are  issuable  by us upon exercise of warrants held by the
selling  stockholder.  Because  the shares offered under this prospectus will be
sold  by C.C.R.I. Corporation, we will not receive any proceeds from the sale of
these  shares.

     Shares  of  our  common  stock  are  traded  on the Nasdaq National Market.

                 Trading Symbol on Nasdaq National Market:  CXIM
                Last Sale Price on May 17, 2002:  $5.296 per share

                    _________________________________________

CONSIDER  CAREFULLY  THE  "RISK FACTORS" BEGINNING ON PAGE 4 OF THIS PROSPECTUS.

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION  HAS  APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS
PROSPECTUS  IS  TRUTHFUL  OR  COMPLETE.  ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL  OFFENSE.



                             _______________, 2002.



                                TABLE OF CONTENTS




                                    PAGE
                                  

Summary . . . . . . . . . . . . . .  3

Risk Factors. . . . . . . . . . . .  4

Special Note Regarding
    Forward-Looking Statements. . .  7

Use of Proceeds . . . . . . . . . .  7

Selling Stockholder . . . . . . . .  7

Plan of Distribution. . . . . . . .  8

Experts . . . . . . . . . . . . . .  9

Legal Matters . . . . . . . . . . .  9

Where You Can Find More Information  9




     YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS OR THE
OTHER  INFORMATION  WE  HAVE  REFERRED YOU TO.  WE HAVE NOT AUTHORIZED ANYONE TO
PROVIDE  YOU  WITH  INFORMATION  THAT  IS  DIFFERENT.  THIS  PROSPECTUS DOES NOT
CONSTITUTE  AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY
OTHER  THAN  THE  SHARES OF COMMON STOCK OFFERED BY THIS PROSPECTUS, NOR DOES IT
CONSTITUTE  AN  OFFER  TO  SELL  OR  A SOLICITATION OF AN OFFER TO BUY SHARES OF
COMMON  STOCK  IN  ANY  JURISDICTION  WHERE  SUCH OFFER OR SOLICITATION WOULD BE
UNLAWFUL.  YOU SHOULD ASSUME THAT THE INFORMATION IN THIS PROSPECTUS IS ACCURATE
ONLY  AS  OF  THE DATE OF THIS PROSPECTUS, REGARDLESS OF THE TIME OF DELIVERY OF
THIS  PROSPECTUS  OR  OF  ANY  SALE  OF  COMMON  STOCK.


                                        2

                                     SUMMARY

     This  summary  highlights  selected information from this document and from
the documents that we incorporate by reference.  For a more complete description
of  the  offering  and Criticare, you should read carefully this entire document
and  the  documents to which we have referred you.  See "Where You Can Find More
Information"  (page  9).

CRITICARE  SYSTEMS,  INC.
20925  Crossroads  Circle
Waukesha,  Wisconsin  53186
(262)  798-8282

     We  design,  manufacture  and  market  vital  signs  and  gas  monitoring
instruments  and  related  noninvasive  sensors used to monitor patients in many
healthcare  settings.  Since  a  patient's  oxygen,  anesthetic  gas  and carbon
dioxide  levels  can  change  dramatically  within  minutes, causing severe side
effects  or death, continuous monitoring of these parameters is increasing.  Our
monitoring  equipment  improves  patient  safety  by  delivering  accurate,
comprehensive  and  instantaneous  patient  information  to physicians and other
health  service  clinicians.  Our products also allow hospitals to contain costs
primarily  by  substituting  cost-effective  reusable pulse oximetry sensors for
disposable  sensors,  controlling  the  use of costly anesthetics and increasing
personnel  productivity.

     To  meet  the  needs of end-users in a wide variety of patient settings, we
have developed a broad line of patient monitors which combine one or more of our
patented  or  other  proprietary  technologies,  for  monitoring:

     -    oxygen  saturation;
     -    carbon  dioxide;  and
     -    anesthetic  agents,

with  standard  monitoring  technologies  that  provide:

     -    electrocardiogram;
     -    invasive  and  noninvasive  blood  pressure;
     -    temperature;
     -    heart  rate;  and
     -    respiration  rate.

     In  addition, our VitalView telemetry system allows one nurse to monitor up
to  eight  patients  simultaneously  from  a  convenient central location.  This
allows  hospitals  to  move  out  of the intensive care unit those patients that
require  continuous  monitoring, but do not need all of an intensive care unit's
extensive  and  costly  personnel  and  equipment  resources.

                                  THE OFFERING

Common  stock  offered  by  the                100,000  shares
selling  shareholder

Common  stock  outstanding  as                 11,059,624  shares
of  April  30,  2002

Proceeds from sale                             We will not receive any proceeds
                                               from the sale of these shares.

                                        3

                                  RISK FACTORS

     Before  purchasing  our  stock, you should carefully consider the following
risk  factors  and  the  other  information  contained  in  this  prospectus.

WE FACE SIGNIFICANT COMPETITION IN OUR MARKETS.  AS A RESULT, WE MAY NOT BE ABLE
TO  INCREASE  OUR  MARKET  SHARE  OR  PROFIT  MARGINS.

     The  markets  for  our  products  are  highly  competitive.  Many  of  our
competitors  have  greater:

     -    engineering  resources;
     -    research  and  development  resources;
     -    manufacturing  resources;
     -    financial  and  marketing  resources;  and
     -    market  presence  and  reputation.

     We  have  historically  experienced  substantial  price competition for our
products  and  price  competition  is  likely  to  continue.

OUR  GROWING  RELIANCE  ON  OFFSHORE  CONTRACT  MANUFACTURING MAKES OUR BUSINESS
SUSCEPTIBLE  TO  NUMEROUS  RISKS  THAT  COULD  AFFECT  OUR  PROFITABILITY.

     In  response to pricing pressure, in fiscal 2001 we entered into agreements
with  two  offshore  contract manufacturing firms located in Ireland and Taiwan,
respectively.  We  completed  the  transition of the production of substantially
all  of our established product lines to these manufacturing firms at the end of
calendar  2001.  Our reliance on offshore contract manufacturing will subject us
to  numerous  risks,  including  the  following:

     -    economic and political instability in the countries where the contract
          manufacturing  firms  are  located;
     -    restrictive  actions  by  foreign  governments;
     -    the  laws  and policies of the United States affecting the importation
          of  goods  (including  duties,  quotas  and  taxes);
     -    production  delays  and  cost  overruns;
     -    quality  control;  and
     -    foreign  trade  and  tax  laws.

WE  HAVE A HISTORY OF LOSSES.  IF WE DO NOT ACHIEVE PROFITABILITY, OUR FINANCIAL
CONDITION  AND  STOCK  PRICE  COULD  SUFFER.

     We  had  net losses of $186,388 in fiscal 2000, $178,232 in fiscal 2001 and
$1,111,106  in  the first nine months of fiscal 2002.  We cannot assure you that
we  will  be  able  to  achieve  or  sustain  profitability  in future periods.

OUR  SUCCESS  DEPENDS  ON  OUR  ABILITY  TO  INTRODUCE  NEW  PRODUCTS.

     Our future growth will depend in large part upon our ability to continue to
conceive,  design, and market new products and upon continuing market acceptance
of  our existing and future products. Any significant delays in the introduction
of,  or  the  failure  to  introduce,  new products or additions to our existing
product  lines  or the failure of our existing or future products to maintain or
receive  market acceptance could have a material adverse effect on our business,
results  of  operations  or  financial  condition.

OUR  SUCCESS  DEPENDS  ON  OUR  ABILITY  TO  PROTECT  OUR INTELLECTUAL PROPERTY.

     We  rely  on  our  patented  and other proprietary technology including:

     -    our  sensor  technology;
     -    infrared  specific  anesthetic  gas  monitoring  technology;
     -    UltraSync  signal  processing  software;  and
     -    disposable  respiratory  secretion  filter  system.


                                        4

     The  actions  taken  by  us  to  protect  our proprietary rights may not be
adequate  to prevent imitation of our products, processes or technology.  We can
not  assure  you  that:

     -    our  proprietary  information  will  not  become known to competitors;
     -    others  will  not  independently  develop  substantially equivalent or
          better  products  that  do  not  infringe on our intellectual property
          rights;  or
     -    others  will  not challenge or assert rights in, and ownership of, our
          patents  and  other  proprietary  rights.

     Although  none  of  our  United  States  patents expire before 2004, to the
extent  competitors  develop equivalent or superior non-infringing technology in
these  areas,  or  to  the extent that we are unable to enforce our patents, our
ability  to  market  and  sell  our  products  could  be  harmed.

INTERNATIONAL  SALES  MAKE  OUR  BUSINESS  SUSCEPTIBLE TO NUMEROUS INTERNATIONAL
BUSINESS  RISKS  AND  CHALLENGES  THAT  COULD  AFFECT  OUR  PROFITABILITY.

     International  sales  accounted for 41% of our total net sales for the 2001
fiscal  year.  We  expect that international sales will continue to constitute a
significant  portion  of  our business.  Although we sell our products in United
States dollars and are not subject to significant currency risks, an increase in
the  value  of  the  United  States dollar relative to foreign currencies in our
international  markets  could  make  our products less price competitive in such
markets.  Also,  our  international  sales  are subject to the risks inherent in
doing  business  abroad,  including:

     -    delays  in  shipments;
     -    increases  in  import  duties  and  tariffs;  and
     -    changes  in  foreign  regulations  and  political  climate.

WE  OPERATE  IN  A  HIGHLY  REGULATED  INDUSTRY.

     Our  products  are subject to regulation by the United States Food and Drug
Administration  and  comparable  foreign  governmental  authorities.  These
regulations  can  be  burdensome  and  may:

     -    substantially  delay  or  prevent  the  introduction  of new products;
     -    materially  increase  the  costs  of  any  new  product introductions;
     -    interfere  with  or  require  cessation  of  product manufacturing and
          marketing;  and
     -    result  in  product  recalls.

     Additionally,  adoption  of  new regulations or modifications to applicable
regulations  could  harm  our  business.

HEALTH CARE COST CONTAINMENT PROGRAMS COULD ADVERSELY AFFECT OUR DOMESTIC SALES.

     The  cost of a significant portion of medical care in the United States and
in  international  markets  is funded by government or other insurance programs.
Additional  limits  imposed  by such programs on health care cost reimbursements
may  further  impair the ability of hospitals and other health care providers to
purchase  equipment  such  as  our products and could reduce our domestic sales.

OUR  BUSINESS  IS  SUBJECT  TO  POSSIBLE  PRODUCT  LIABILITY  EXPOSURE.

     As  a  manufacturer  of medical diagnostic equipment, we could face product
liability  claims.  We have had no product liability claims to date and maintain
product  liability  insurance.  However,  we  can  make  no  assurance  that our
insurance  coverage will be adequate to cover any product liability claims which
arise  in  the  future  or  that  it will continue to be available at reasonable
prices.


                                        5

OUR  STOCK  PRICE  MAY FLUCTUATE, INCREASING THE RISK TO INVESTORS IN OUR COMMON
STOCK.

     Market  prices of securities of medical technology companies, including our
common  stock, have experienced significant volatility from time to time.  There
may  be  volatility  in the market price of our common stock due to factors that
may or may not relate to our performance.  Various factors and events may have a
significant  impact  on  the  market  price  of  our  common  stock  such as:

     -    announcements  by  us  or  our  competitors  concerning  new  product
          developments;
     -    governmental  approvals,  regulations  or  actions;
     -    developments  or  disputes  relating  to patent or proprietary rights;
     -    public  concern  over  product  liability;  and
     -    general  economic  and  market  conditions.

     In  addition,  our  quarterly  results  have  historically  fluctuated.


                                        6

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     We  have  made forward-looking statements in this document that are subject
to  risks  and  uncertainties.  Without  limitation,  these  forward-looking
statements  include  statements:

     -    regarding  new  products  we  may  introduce  in  the  future;
     -    about  our  business  strategy  and  plans;
     -    about  the  adequacy  of  our  working  capital  and  other  financial
          resources;  and
     -    that  are  not  of  an  historical  nature.

     When  we  use  words  such as "believes," "expects," "anticipates," "will,"
"would,"  "projects"  or  similar  expressions,  we  are  making forward-looking
statements.  You should note that forward-looking statements rely on a number of
assumptions  concerning  future  events,  and  are  subject  to  a  number  of
uncertainties  and other factors, many of which are outside of our control, that
could cause actual results to differ materially from the statements made.  These
factors  include  those  discussed  under  the  caption  "Risk  Factors" in this
prospectus.  Please  note that we disclaim any intention or obligation to update
or revise any forward-looking statements whether as a result of new information,
future  events  or  otherwise.

                                 USE OF PROCEEDS

     We will not receive any proceeds from the sale of the shares by the selling
stockholder.  If the selling stockholder exercises its warrants in full we would
receive proceeds of $221,250 from the selling stockholder.  We intend to use any
proceeds  from  the  exercise  of  the  warrants  by the selling stockholder for
general  business  purposes,  including  working  capital.

                               SELLING STOCKHOLDER

     All  of  the  shares  of our common stock offered for sale pursuant to this
prospectus  are  being  offered by C.C.R.I. Corporation.  Beginning on September
21, 1995, we engaged the selling stockholder as a consultant to provide investor
relations  and  development  services.  In February 1998, we issued a warrant to
purchase  up  to  150,000  shares of our common stock to the selling stockholder
with  an  exercise price of $3.00 per share.  This warrant was exercisable as to
30,000  shares  on  issuance  and  the  remaining 120,000 shares underlying this
warrant  were  to  become  exercisable  if  certain  performance parameters were
achieved by February 1999.  Since these performance parameters were not achieved
this  warrant  is currently exercisable for 30,000 shares.  This warrant expires
in  February  2003.  In  December  2000,  we  issued a warrant to purchase up to
70,000  shares  of  our common stock to the selling stockholder with an exercise
price  of  $1.875 per share.  This warrant vests over a four year period in four
equal  increments each year on the anniversary date of the warrant.  The warrant
terminates  as to any shares that are unvested at the time the consultant ceases
to  provide  consulting services to us.  This warrant expires in December 2005.




                      Shares of Common Stock     Shares  Offered       Shares to be Owned        Relationship
                      Owned Prior to Offering    for Sale Hereby       After the Offering*       to Criticare
                      -----------------------    ---------------       -------------------       ------------
                                                                                  
                                                                       Number      Percent
                                                                       ------      -------

C.C.R.I. Corporation        100,000                   100,000            -            -           Consultant



*Assumes  sale  of  all  shares  offered  hereby.



                                        7

                              PLAN OF DISTRIBUTION

     The selling stockholder may, without limitation and from time to time, sell
all  or  a portion of its shares of our common stock being registered under this
prospectus on any stock exchange, market or trading facility on which the common
stock  is  traded, at market prices prevailing at the time of sale, fixed prices
or  at  negotiated  prices.  The  shares may, without limitation, be sold by the
selling  stockholder  by  one  or  more  of  the  following  methods:

     -    ordinary  brokerage  transactions  and  transactions  in  which  the
          broker-dealer  solicits  purchasers;

     -    block  trades  in  which  the  broker-dealer  engaged  by  the selling
          stockholder  will  attempt to sell the shares as agent for the selling
          stockholder  but  may  position  and  resell a portion of the block as
          principal  to  facilitate  the  transaction;

     -    purchases  by  a  broker-dealer  as  principal  and  resale  by  such
          broker-dealer  for  its  account;

     -    privately  negotiated  transactions;

     -    in  accordance  with  Rule 144 promulgated under the Securities Act of
          1933,  as  amended,  rather  than  pursuant  to  this  prospectus;

     -    a  combination  of  any  such  methods  of  sale;  or

     -    any  other  method  permitted  pursuant  to  applicable  law.

     From time to time the selling stockholder may pledge its shares pursuant to
the  margin provisions of the selling stockholder's customer agreements with its
brokers.  Upon  a  default by the selling stockholder, the broker may, from time
to  time,  offer  and  sell  the  pledged  shares.

     In  effecting sales, brokers-dealers engaged by the selling stockholder may
arrange  for other broker-dealers to participate in such sales.  Brokers-dealers
may  receive  commissions  or discounts from the selling stockholder (or, if any
such  broker-dealer  acts  as  agent  for the purchase of such shares, from such
purchaser)  in  amounts  to be negotiated which are not expected to exceed those
customary  in the types of transactions involved.  Broker-dealers may agree with
the selling stockholder to sell a specified number of shares of the common stock
at a stipulated price per share, and, to the extent such broker-dealer is unable
to  do  so acting as agent for the selling stockholder, to purchase as principal
any  unsold shares at the price required to fulfill the broker-dealer commitment
to  the  selling  stockholder.

     The  selling  stockholder and any broker-dealers or agents that participate
with  the  selling  stockholder  in  sales  of  the  shares  may be deemed to be
"underwriters"  within the meaning of the Securities Act of 1933, as amended, in
connection  with  such  sales.  In  such event, any commissions received by such
broker-dealers or agents and any profit on the resale of the shares purchased by
them  may  be  deemed  to  be  underwriting  commissions  or discounts under the
Securities  Act  of  1933,  as  amended.

     We  are  required to pay all fees and expenses incident to the registration
of  the  selling  stockholder's shares, other than the fees and disbursements of
counsel to the selling stockholder and underwriting discounts or commissions, if
any.  Additionally,  we  have  agreed  to indemnify the selling stockholder from
certain liabilities in connection with the offering, including liabilities under
the  federal  securities  laws.


                                        8

                                     EXPERTS

     The  consolidated financial statements as of June 30, 2001 and 2000 and for
each  of  the  three  years  in  the period ended June 30, 2001, and the related
consolidated  financial  statement  schedule  for each of the three years in the
period  ended  June  30,  2001 incorporated in this prospectus by reference from
Criticare's  Annual  Report  on  Form 10-K for the year ended June 30, 2001 have
been  audited  by  BDO  Seidman,  LLP,  independent auditors, as stated in their
reports,  which  are incorporated in this prospectus by reference, and have been
so  incorporated  in  reliance  upon  the  report  of such firm given upon their
authority  as  experts  in  accounting  and  auditing.

                                  LEGAL MATTERS

     The legality of the shares offered hereby will be passed upon for Criticare
by  Reinhart  Boerner  Van  Deuren  s.c.

                       WHERE YOU CAN FIND MORE INFORMATION

     We file reports, proxy statements and other information with the Securities
and  Exchange  Commission  (SEC).  You  may  read  and  copy  any reports, proxy
statements  or  other  information we file at the SEC's public reference room at
450  Fifth Street, N.W., Room 1024, Washington, D.C. 20549.  Please call the SEC
at  1-800-SEC-0330  for  further information on the public reference rooms.  You
can  also  obtain  copies  of our SEC filings by writing to the Public Reference
Section  of  the  SEC  at  450  Fifth  Street, N.W., Washington, D.C. 20549.  In
addition,  many  of our SEC filings are available at the SEC's site on the World
Wide  Web  at  "http//www.sec.gov."

     We have filed a Registration Statement on Form S-3 to register with the SEC
the  shares  of  our  common  stock offered for sale by the selling stockholder.
This  prospectus  is  part  of  that  registration statement.  As allowed by SEC
rules,  this prospectus does not contain all the information you can find in the
registration  statement or the exhibits to the registration statement, which are
incorporated  in  this  prospectus  by  reference.  Statements contained in this
prospectus  concerning  the provisions of documents are necessarily summaries of
such  documents, and each statement is qualified in its entirety by reference to
the  copy  of  the  applicable  document  filed  with  the  SEC.

     The  SEC  allows  us  to  "incorporate  by  reference"  information in this
prospectus,  which  means  we  can  disclose  important  information  to  you by
referring  you  to  another  document  filed  separately  with  the  SEC.  The
information  that  we  incorporate  by  reference  is  deemed to be part of this
prospectus,  except  for  any  information  superseded  by  information  in this
prospectus.  This  prospectus  incorporates by reference the documents set forth
below.  These  documents  contain  important information about Criticare and its
finances.

     -    Criticare's  Annual Report on Form 10-K for the fiscal year ended June
          30,  2001,  filed  on  September 27, 2001, as amended on May 20, 2002.

     -    Criticare's  Quarterly  Report  on  Form  10-Q  for  the quarter ended
          September  30,  2001,  filed  on  November  14,  2001.

     -    Criticare's  Quarterly  Report  on  Form  10-Q  for  the quarter ended
          December  31,  2001,  filed  on  February  7,  2002.

     -    Criticare's  Quarterly Report on Form 10-Q for the quarter ended March
          31,  2002,  filed  on  May  15,  2002.

     -    The  description  of  our  common  stock  which  is  contained  in the
          Registration  Statement  on  Form 8-A filed on July 22, 1987 under the
          Exchange  Act,  including  all  amendments  and  reports filed for the
          purpose  of  updating  such  description.

     We  are  also  incorporating  by reference all additional documents that we
file with the Commission between the date of this prospectus and the termination
of  the  offering.

     We  will,  without  charge, provide you with copies of any of the documents
which  are  incorporated in this prospectus by reference (other than exhibits to
such  documents  unless  we  have  specifically  incorporated  those exhibits by
reference into this prospectus).  To obtain copies, please write or call Michael
J.  Sallmann,  Vice  President - Finance and Secretary, Criticare Systems, Inc.,
20925  Crossroads  Circle,  Waukesha,  Wisconsin  53186,  (262)  798-8282.

                                        9

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM  14.  OTHER  EXPENSES  OF  ISSUANCE  AND  DISTRIBUTION

     The  expenses  relating  to  the registration of the shares of common stock
being offered hereby, other than underwriting discounts and commissions, will be
borne  by  the  Company.  Such  expenses  are  estimated  to  be  as  follows:





ITEM                                    AMOUNT
----                                    -------
                                     
Securities and Exchange Commission
Registration Fee . . . . . . . . . . .  $    49

Printing and Engraving Fees. . . . . .    5,000

Legal Fees and Expenses. . . . . . . .   10,000

Accounting Fees and Expenses . . . . .    5,000

Miscellaneous Expenses . . . . . . . .    1,000
                                        -------

                                        $21,049
                                        =======
  Total




ITEM  15.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS

     The Company's By-Laws provide that the Company shall, to the fullest extent
permitted  by the Delaware General Corporation Law and other applicable laws, as
in  effect  from  time to time, indemnify any person who was or is a party or is
threatened  to  be made a party to any formal or informal threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative,  including,  without limitation, any action brought under federal
or  state securities laws, rules or regulations (collectively, "Actions"), other
than  in  certain  limited  circumstances,  because  he  is or was a director or
officer  of  the  Company,  or because he is or was a director or officer of the
Company  and  is  or  was  serving  at the request of the Company as a director,
officer,  employee,  consultant  or  agent  of  another  corporation  or  other
enterprise  or is or was serving at the request of the Company as a fiduciary of
an  employee  benefit  plan or as an employee or agent of the Company; provided,
however,  that  no  director  or  officer  shall  be entitled to indemnification
unless,  with respect to the conduct that is the subject of the Action, he acted
in  good faith and in a manner he reasonably believed to be in or not opposed to
the  best  interest  of  the Company and, with respect to any criminal action or
proceeding,  he  had  no  reasonable  cause to believe his conduct was unlawful.
This  indemnification obligation mirrors the permissive indemnification provided
under section 145 of the Delaware General Corporation Law.  The determination of
whether  indemnification  is  proper  under  the circumstances, unless made by a
court,  shall  be  made  (a)  by arbitration; (b) by the Board of Directors by a
majority  vote  of  a  quorum consisting of directors who are not parties to the
subject  Action;  (c) if such quorum is not obtainable or, even if obtainable, a
quorum  of disinterested directors so directs, by independent legal counsel in a
written  opinion;  or  (d)  by  the affirmative vote of a majority of the shares
entitled  to  vote  thereon.

     The  Company's  Certificate  of Incorporation provides that a director will
not be personally liable for monetary damages to the Company or its stockholders
for  or  with  respect to any acts or omissions in the performance of his or her
duties  as a director, except for liability (i) for any breach of the director's
duty  of  loyalty  to  such  corporation  or  its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) for paying a dividend or approving a stock repurchase in
violation  of  section  174 of the Delaware General Corporation Law or (iv) with
respect  to any transaction from which the director derived an improper personal
benefit.


                                      II-1

     Article  VI, section 6.01 of the Company's Restated By-Laws provides that a
director  or officer is not liable to the Company for damages arising out of any
action  taken or omitted to be taken by such person if he exercised and used the
same  degree  of  care  and  skill as a prudent man would have exercised or used
under  the circumstances in the conduct of his own affairs or took or omitted to
take  such  action  in  reliance  on  the  advice  of  the  Company's counsel or
statements made or information furnished by officers or employees of the Company
which  he  had  reasonable  grounds  to  believe  were  true.

     The  indemnification  provided  as  set forth above is not exclusive of any
other  rights to which a director or an officer of the Company may be entitled.

     The  general  effect  of  the  foregoing  provisions  is  to  reduce  the
circumstances  in  which  an  officer  or  director  may be required to bear the
economic  burdens  of  the  foregoing  liabilities  and  expenses.

ITEM  16.  EXHIBITS




EXHIBIT
NUMBER                                    DESCRIPTION
-------                                   ------------
      

  4.1     Restated Certificate of Incorporation of the Company (incorporated
          by reference to the Registration Statement filed on Form S-1,
          Registration No. 33-13050).

  4.2     By-Laws of the Company (incorporated by reference to the Registration
          Statement filed on Form S-1, Registration No. 33-1305).

  4.3     Specimen Common Stock certificate  (incorporated by reference to the
          Registration Statement filed on Form S-1, Registration No. 33-13050).

  4.4     Rights Agreement  (incorporated by reference to the Company's Current
          Report on Form 8-K filed on April 18, 1997).

  5       Opinion of Reinhart Boerner Van Deuren s.c.

  23.1    Consent of BDO Seidman, LLP.

  23.2    Consent of Reinhart Boerner Van Deuren s.c.  (included in its opinion
          filed as Exhibit 5 hereto).

  24      Power of Attorney  (incorporated by  reference to the  signature page
          hereof).






                                      II-2

ITEM  17.  UNDERTAKINGS

     The  undersigned  Registrant  undertakes  as  follows:

     1.     To file, during any period in which offers or sales are being made,
a  post-effective  amendment  to  this  Registration  Statement:

          (a)     To  include any prospectus required by section 10(a)(3) of the
Securities  Act  of  1933;

          (b)     To reflect in the prospectus any facts or events arising after
the  effective  date  of  the  Registration  Statement  (or  the  most  recent
post-effective  amendment  thereof)  which,  individually  or  in the aggregate,
represent  a fundamental change in the information set forth in the Registration
Statement;  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered  (if  the total dollar value of securities offered would not
exceed  that which was registered) and any deviation from the low or high end of
the  estimated maximum offering range may be reflected in the form of prospectus
filed  with  the  Commission  pursuant  to Rule 424(b) if, in the aggregate, the
changes  in  volume and price represent no more than a 20% change in the maximum
aggregate  offering  price  set  forth  in the "Calculation of Registration Fee"
table  in  the  effective  Registration  Statement,  and

          (c)     To  include  any material information with respect to the plan
of  distribution  not  previously disclosed in the Registration Statement or any
material  change  to  such  information in the Registration Statement; provided,
however, that paragraphs 1(a) and (b) will not apply if the information required
to be included in a post effective amendment by those paragraphs is contained in
periodic  reports filed by the Registrant pursuant to section 13 or 15(d) of the
Securities Exchange Act  of 1934 and which are incorporated by reference in this
Registration  Statement.

     2.     That,  for  the  purposes  of  determining  any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof.

     3.     To  remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the  offering.

     4.     That,  for  purposes  of  determining  any  liability  under  the
Securities  Act  of 1933, each filing of the Registrant's annual report pursuant
to  section  13(a)  or  15(d) of the Securities Exchange Act of 1934 (and, where
applicable,  each  filing  of an employee benefit plan annual report pursuant to
section  15(d)  of  the Securities Exchange Act of 1934) that is incorporated by
reference in the Registration Statement shall be deemed to be a new registration
statement  relating  to the securities offered therein, and the offering of such
securities  at  that  time  shall be deemed to be the initial bona fide offering
thereof.

     5.     Insofar  as  indemnification  for  liabilities  arising  under  the
Securities  Act  of  1933  may  be  permitted  to directors, officers or persons
controlling  the Registrant pursuant to the foregoing provisions, the Registrant
has been informed that in the opinion of the Securities and Exchange Commission,
such  indemnification  is against public policy as expressed in the Act, and is,
therefore, unenforceable.  In the event that a claim for indemnification against
such  liabilities (other than the payment by the Registrant of expenses incurred
or  paid  by  a director, officer or controlling person of the Registrant in the
successful  defense  of  any  action,  suit  or  proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has  been  settled  by  controlling  precedent, submit to a court of appropriate
jurisdiction  the  question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such  issue.

                                      II-3

                                   SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable grounds to believe that it meets all of the
requirements  for  filing  on  Form  S-3  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in the City of Waukesha, State of Wisconsin, on the 7th day of May,
2002.

                                             CRITICARE  SYSTEMS,  INC.

                                             BY    /s/   Emil  H.  Soika
                                                ---------------------------
                                               Emil H. Soika, President and
                                               Chief  Executive  Officer

                                POWER OF ATTORNEY

     Each person whose signature appears below hereby appoints Emil H. Soika and
Michael  J.  Sallmann,  and  each  of  them  individually,  his  true and lawful
attorney-in-fact,  with  power  to  act  with or without the other and with full
power  of substitution, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to the registration statement and file the
same  with  all  exhibits  thereto, and other documents in connection therewith,
with  the  Securities  and  Exchange  Commission,  granting  unto  said
attorneys-in-fact and agents full power and authority to do and perform each and
every  act  and  thing  requisite  and  necessary  to  be  done in and about the
premises,  as  fully  to  all  intents  and  purposes as he might or could do in
person,  hereby  ratifying  and  confirming  all that said attorneys-in-fact and
agents,  or  their  substitutes, may lawfully cause to be done by virtue hereof.

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  dates  indicated.

SIGNATURE                           TITLE                            DATE

/s/  Emil H. Soika
-----------------------
Emil  H.  Soika             President, Chief Executive
                            Officer and Director
                            (Principal Executive Officer)         May  7,  2002

/s/  Karsten  Houm
-----------------------
Karsten  Houm               Chairman  of  the  Board
                            and  Director                         May  7,  2002

/s/ Michael J. Sallmann
-----------------------
Michael  J.  Sallmann       Vice President-Finance and Secretary
                            (Principal Financial Officer and
                            Principal Accounting Officer)         May  7,  2002

/s/  Milton Datsopoulos
-----------------------
Milton  Datsopoulos         Director                              May  7,  2002

/s/   N.C. Joseph Lai
-----------------------
N.C.  Joseph  Lai           Director                             May  13,  2002

/s/  Jeffrey T. Barnes
-----------------------
Jeffrey  T.  Barnes         Director                             May  13,  2002

/s/  Higgins D. Bailey
-----------------------
Higgins  D.  Bailey         Director                              May  9,  2002

/s/ Stephen K. Tannenbaum
-------------------------
Stephen  K.  Tannenbaum     Director                              May  8,  2002



                                      II-4


                                  EXHIBIT INDEX





EXHIBIT                                                   PAGE
NUMBER              DESCRIPTION                          NUMBER
-------             -----------                          ------
                                                   

5                   Opinion of Counsel

23.1                Consent of BDO Seidman, LLP,
                    Independent Auditors